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HomeMy WebLinkAbout01-4249 FRANKL YN LEVY, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION - LAW LICENSING SOLUTIONS, INe., Defendant NO: 0\ - "1,).1./ Cj C? ~~t ~~ CONFESSION OF JUDGMENT CONFESSION OF JUDGMENT I appear for the Defendants, Licensing Solutions, Inc" pursuant to the authority contained in a lease dated January 24,2001, and acknowledgment of confession of judgment thereto, executed by the defendant, Richard W, Olon on behalf of Licensing Solutions, Inc" in favor of Plaintiff, a true and correct copy of which is attached as Exhibit" A" to the Complaint filed in htis action, and confess judgment in favor of the Plaintiff and against the Defendant as follows: Additional Rent due under lease for improvements made to premises for tenant "...",.",..".,.,.,...,."".."."....".". $25,968,16 Rent due underlease for two year term . , , , . . , , . . , , . , , , . , , , , . , . , . . , . , . . , , $131,560.00 Credit for security deposit paid ,..",."..,...",.",.".,.,,""',..,',. -5,481.67 Subtotal. . , , . . . , , . , , . . , . . , , . . , , . . . , . . . , . . . , . . . , . . , . , . . , , . . , , . . . . . . . 152,046.49 10% Attorneys fees. . , , . . , . . . , . . . , . . . , , . . , , . , , , . , , . . , , , . , , , . . , . . , . . . , $15,204,00 Late charges as ofJune 26,2001 . . . , . , . . . . , . . . , . , , , . . . , , . . . , , . , . , . . , . . . , .. $274.00 TOTAL, . . , , . , , . , . . , , . , , . . , , . . , . . . , , . . , , . . , . . , , , . , . , . , , , . . , . . , , , . $167,524.49 Together with interest as provided for in the lease agreement and for all additonallate charges, attorney's rees and costs of suit. 1'{;{ "^ rlti!fl:~ William L. Adler, Esquire ADLER & ADLER P.O, Box 11933 125 Locust St. Harrisburg, P A 17108 717-234-3289 Supreme Court ill Number 39844 Dated: June 26,2001 FRANKL YN LEVY, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION - LAW LICENSING SOLUTIONS, INe., Defendant NO: Of - -'1 J..Lf9 C;c.)~l '-r~ CONFESSION OF JUDGMENT COMPLAINT IN CONFESSION OF JUDGMENT 1. The plaintiff, Franklyn Levy, is an adult individual with a principal place of business located at 415 Bosler Avenue, Lemoyne, P A 17043. 2. Defendant, Licensing Solutions, Inc., is a Pennsylvania corporation with a current address of 850 Stouffer Church Road, Palmyra, P A 17078, 3, On or about January 24, 2001, the defendant executed a lease with plaintiff for part of 415 Bosler Avenue, Lemoyne, PA 17043, A copy ofthe lease is attached hereto as Exhibit "A" 4. The lease provided for payment of rent and additional rent. 5, Improvements to the premises were completed in accordance with defendant's directions and notice given to defendant in accordance with the terms of the lease, 6. Defendant failed and continues to fail to pay any rental payments due under the lease, 7, Notice of said default in the payment of rent was sent in accordance with the terms of the lease on June 11, 2001. 8, Defendant is in default under the terms of the lease to pay rent when due. 9. The amounts currently due under the terms of the lease are as follows: Additional Rent due under lease for improvements made to premises for tenant .......,..,..,..,..,..,.,.".,.".,.,.,'.'".." $25,968.16 Rent due under lease for two year term . , , , , , , , , , , , , , , , , , , , , , , . , , , , , , , , , , $131,560,00 Credit for security deposit paid """"""""""""",."."."""., -5,481,67 Subtotal, , , , , , , , . , , , . . , , , , . , , , , , , , . , , , , , , , , , , , , . , , , , , , , , , , , , , , , , , , , 152,046.49 10% Attorneys fees, , , , , , , . . , , , , , , . , , , . , . , , , . , , , . , , , . , , , . , , , , , , , , , , , , $15,204.00 Late charges as of June 26, 2001 """"""""""""""""""""" $274,00 TOTAL, , , , , , , , , , , . , . , , , . , . , . , , , , , . , . , , , . , , , , , , , , , , , . , , , , , , , , , , , , $167,524.49 Together with interest as provided for in the lease agreement and for all additonallate charges, attorney's fees and costs of suit. 10, Judgment is not being entered by confession against a natural person in connection with a consumer transaction in that the debt evidenced by the Lease is for commercial purposes, WHEREFORE, the Plaintiff demands judgment against the defendant in the total amount of$167,524.49 together with interest, all additional late charges, attorney's fees and costs of this action. -1)J~ ~ ~~ William L. Adler, Esquire ADLER & ADLER P,O, Box 11933 125 Locust St. Harrisburg, P A 17108 717-234-3289 Supreme Court rD Number 39844 Dated: June 26, 2001 . i . . CERTIFICATE OF SERVICE I, William L. Adler, Esquire, Attorney for plaintiff, hereby certify on the 7-7 day of 5vlt\e.... , 2001, I served a copy of the within Complaint upon the following person by first class mail, postage prepaid, addressed as follows: Licensing Solutions, Inc, 850 Stouffer Church Road Palmyra, P A 17078 q;tM~ William L. Adler, Esquire ~""~'-' , . Franklyn Levy 415 Bosler Avenue l ~r Lemoyne, PA 17043-1932 I C 6~s LEASE, dated as of the ~:: January, 200 I, by and between Frauklyn Levy (the "Landlord"), with an office located at 415 Bosler Avenue, Lemoyne, Pennsylvania 17043, and Licensing Solutions, Inc., a corporation, (the "Tenant"), with an office located at 415 Bosler Avenue, Lemoyne, Pennsylvania 17043 provides: I. Description of Demised Premises. The Landlord hereby leases to the Tenant, and the Tenant hires from the Landlord, those certain premises (hereafter called the "Demised Premises") consisting of: A. 5,980 square feet of space (See attached floor plan as Exhibit "A") at 415 Bosler Avenue, and . B. a surface parking area to be used in common with others, together with rights of free ingress and egress to parking lots, driveways, etceteras, connecting to public thoroughfares, both of which are situated in the Borough of Lemoyne, County of Cumberland, Pennsylvania, for an initial term (the "Initial Term") commencing on April 1, 2001 or, if later, the date the Landlord's Work is substantially completed (the "Commencement Date") and ending at 12:00 noon two full calendar years later. Further, Landlord agrees that the Tenant shall have the privilege of extending the lease at his option for three additional periods of two years each at an increase of three percent (3%) per year over the prior year's rent. I.A Notice to Quit. Tenant hereby waives all notices to quit the Premises at the expiration of the term of this Lease or any earlier termination, and this Lease shall constitute sufficient notice to quit without any obligation upon Landlord to provide Tenant with any additional notice thereof. I.B Construction. The Landlord, at its own cost and expense, shall cause to be completed upon the Premises the following: (1) sandblasting and repointing of the walls to the Demised "'.A i' r; -x' ~ Premises, (2) adding a deck to the roof of the Demised Premises, and (3) adding a kitchen to the Demised Premises (collectively, the "Landlord's Work"). The Landlord's Work is more particularly described on the plans and specifications attached hereto as Exhibit "B." The Landlord's Work shall be completed in a good and workmanlike manner and Landlord covenants to use reasonable diligence to complete the Landlord's Work by April 1, 2001. Landlord shall give Tenant thirty (30) days advance notice of its estimated completion date. Should the Landlord's Work not be completed by July 1, 2001, or such further time as may be allowable under the next paragraph hereof, this Lease may, at the option of Landlord or Tenant, be canceled at any time thereafter on ten (10) days written notice to the other party. The time for completion of Landlord's Work shall be extended by any time during which the Landlord is delayed in completion of the Landlord's Work by (1) acts of negligence by Tenant, (2) acts of God which the Landl~rd could not have reasonably foreseen and provided for, (3) stormy or inclement weather, (4) boycotts or like obstructive action, or (5) any other reasons beyond the control of Landlord. Tenant shall reimburse Landlord as "Additional Rent" an amount equal to the total cost of the Landlord's Work, as reasonably determined and detailed by Landlord, together with interest thereon, at the rate of nine percent (9%) per annum for the first full calendar year of the Initial Term and four and one-half percent (4.5%) for the second full calendar year ofthe Initial Term in equal monthly payments in an amount that will fully amortize and reimburse the Landlord for the Landlord's Work in two (2) years (the "Monthly Additional Rent"). The Monthly Additional Rent shall be payable on the first day of each month during the first two years of the term of this Lease, without demand, deduction or set-off. Notwithstanding the foregoing, the entire unpaid amount of the Additional Rent shall be immediately due and payable, without further notice or demand, upon the occurrence of an Event ofDefau1t; or, the termination or expiration of this Lease for any reason whatsoever. If this Lease terminates as the result of a fire or other casualty in accordance with the provisions of this Lease, Landlord shall provide Tenant with a credit against the Additional Rent equal to the amount of insurance proceeds, if any, which Landlord receives from its insurance carrier which are specifically attributable to any of the Landlord's Work financed by Landlord pursuant to this paragraph. II. Ren t. A. Tenant shall pay to the Landlord without notice, demand, offset or reduction, annual rent ("Rent") for the Lease Term as follows: $11.00 per square foot or $65,780.00 per year, beginning on the Commencement Date in equal monthly installments. Rent shall be paid at the offices of the Landlord or to such person or entity or at such other place or address as the Landlord may hereafter direct in writing. B. If the Landlord does not receive from the Tenant each monthly rental payment within five (5) days when it is due, the Landlord, at its option, may charge the Tenant a late charge equal to five percent (5%) of the monthly rental payment (together {A22J425:} - 2 - with any Additional Rent as hereinafter provided) as Additional Rent, and such late charge shalJbe due and payable by the Tenant to the Landlord immediately upon notice to the Tenant. C. The Tenant shall pay, as Rent hereunder, all personal property taxes assessed against the property of the Tenant located thereat. The Tenant shall provide the Landlord with receipts for such taxes at least five (5) days prior to the date on which taxes may no longer be paid for par. D. Upon execution of this Lease, Tenant shall pay to the Landlord a non- interest bearing security deposit equal to one (1) month's rent or a total of $5,481.67. E. Upon Occupancy ofthe Demised Premises, the Tenant shall pay to the Landlord the first month's rent or $5,481.67. III. Use of Demised Premises. The Tenant shall use the Demised Premises for the purpose of office use and for no other purpose. The Tenant acknowledges and agrees that the Landlord is providing the Demised Premises in an "as-is" condition and has made no agreement regarding the condition of the Demised Premises other than those contained herein or the ability of the Tenant to use the Demised Premises in the manner or for the purpose contemplated except as otherwise provided in Article LB. hereof. IV. Maintenance and Re{lairs. The Tenant's Obligation to Notify. The Tenant shall keep the Demised Premises in reasonably good working order and condition and shall make all repairs and replacements not occasioned by the negligent or willful act of the Landlord, its agents, employees, contractors, invitees, or licensees. Notwithstanding the foregoing, the Landlord shall keep the roof, structure, and heating, lighting and plumbing of the building of which the Demised Premises is a part, in reasonably good working order and condition and shall make all repairs and replacements not occasioned by the negligent or willful act of the Tenant, its agents, employees, contractors, invitees, or licensees. Moreover, in the event the annual cost to Landlord of fulfilling its obligation pursuant to the preceding sentence shall exceed Thirty Thousand Dollars ($30,000.00), not covered by Landlord's own insurance, Landlord shall have the right to give Tenant at least ninety (90) days notice of termination, whereupon the Lease shall terminate and neither party shall have any further obligation or rights hereunder. Landlord shall be solely responsible for any alterations required pursuant to any law now in effect or hereinafter enacted unless necessary because of Tenant's specific use of the Premises. {A221425:} - 3 - All interior repairs to the Demised Premises are the sole responsibility of the Tenant. . All repairs, regardless of their nature, costing under One Hundred Dollars ($100.00) are the responsibility ofthe Tenant with the exception of repairs to the roof, structure, heating, plumbing, and power but not including electrical fixtures. IV,A Issues of Environmental Impact. The Tenant shall provide to the Landlord, every six (6) months, without demand, a bonafide receipt, if any, proving lawful disposal of all oil and paint products used by the Tenant that have a negative environmental impact. Upon termination of this Lease by either party, the Tenant shall remove all oil and paint products and other materials of a negative environmental impact. Proof of lawful removal must be provided by the Tenant to the Landlord within ten (10) days after termination. V, The Landlord Not Liable~ Indemnitv bv the Tenant. The Landlord shall not be liable for any injury to persons (including death) or any loss or damage to property resulting from any cause other than the gross negligence or willful, wrongful act of the Landlord. The Tenant shall indemnify and hold the Landlord harmless for and from any and all suits, actions, damage, liability and expense (including attorneys' fees and response costs) arising from or out of (A) any occurrence in or on the Demised Premises or (B) the occupancy or use by the Tenant of the Demised Premises. VI. Insurance. A. The Tenant shall, at all times during the term of this Lease or any renewal thereof, carry with an insurance carrier acceptable to the Landlord and qualified to do business in the Commonwealth of Pennsylvania, public liability insurance (which may be an umbrella policy) naming the Landlord, Franklyn Levy, and any mortgagee ofthe Landlord as co-insured, with a limit of liability of not less than One Million Dollars ($l,OOO,OOO.OO}per person and One Million Dollars ($1,000,000.00) per occurrence (or such other higher amount as may be required by a mortgagee of the Landlord). In addition, the Tenant shall, at the Tenant's expense, insure its property or the property of others in the custody of Tenant located within the Demised Premises against fire and other casualties (with extended coverage) at the full insurable value thereof. Tenant must, at the Tenant's expense, if Tenant's legally determined business is a corporation, carry Workmen's Compensation insurance in legally required amounts. If Tenant's legally determined business is not a corporation, but Tenant employs persons other than himself, Tenant must also maintain Workmen's Compensation insurance in legally {A221425:} -4 - required amounts. Certificates of such insurance shall be furnished to the Landlord before occupancy of the Demised Premises by the Tenant, and within thirty (30) days prior to the expiration of each such insurance. B. The Landlord shall, at the Landlord's expense, insure the building of which the Demised Premises is a part against fire and other casualties (with extended coverage) at such amounts as the Landlord shan-determine in its sole discretion. VII. Destruction to Leased Premises. If the Demised Premises are damaged by fire, the elements, accident or other casualty and are thereby rendered untenantable, in whole or in part, either the Landlord or the Tenant shall have the right to terminate this Lease immediately by giving written notice of such termination to the other, in which event neither the Landlord nor the Tenant shall after the date of such notice, have any further liability to the other hereunder, or to cause such damage to be repaired, in which event the Rent shall be abated in full, and such abatement shall commence on the date the Landlord is notified of the damage and shall continue until the repairs have been completed. If the Landlord causes the Demised Premises to be repaired, such repairs shall be at the sole cost and expense of the Landlord (unless such damage, or a portion thereof, is not covered by Landlord's standard fire and extended coverage insurance and was caused by the Tenant or any of its agents, contractors, employees, invitees, or licensees, in which event such damage, or portion thereof, not covered by Landlord's said insurance shall be repaired at the sole cost and expense ofthe Tenant). B. The Landlord shall not be required to repair or replace or to compensate the Tenant for any property which the Tenant is entitled to remove from the Demised Premises, C. The Landlord shall be obligated to make no payments to Tenant for damages, compensation or claims for inconvenience, loss of business or annoyance arising from any damage to or repair of the Demised Premises or the building in which the Demised Premises are located. VIII. Eminent Domain. If all or any part of the Demised Premises, or all means of access thereto, are taken or condemned pursuant to the power of eminent domain, or by purchase in lieu thereof, this Lease shall terminate and the Tenant shall have no claim against the Landlord or to any portion of the award of purchase price for the value of any unexpired Term of this Lease, but the foregoing shall not limit the Tenant's right to compensation from the condemning or purchasing authority for the value of any of the Tenant's property taken (other than the Tenant's leasehold interest in the Demised Premises) so long as the same does not decrease the amount due to the Landlord. (A221425:} - 5 - IX. Services Provided by the Landlord or the Tenant. A. Landlord's Services: Except as expressly set forth in this Lease, Landlord shall not be responsible for providing services to the Tenant. B. Utility Services: The Tenant shall be entitled to use the existing water, sewer, and electric utilities which presently serve the Demised Premises. In addition, Landlord shall provide the means to heat the Demised Premises. The cost of providing such heat and the cost of electricity shall be paid by the Tenant. Inasmuch as the electric is not separately metered, the cost of electricity shall be $150.00 per month for the winter months of October through March and $500.00 in the aggregate for the remaining months of April through September. The monthly cost of electric shall be paid at the same time as monthly Rent is due. C. Real Estate Taxes: The Landlord shall pay all county, borough and school district real estate taxes assessed against the land and building on which the Demised Premises are a part. D. Snow Removal: Landlord is responsible for any and all snow removal X. Rights of the Tenant Subordinate. This Lease, and the rights of the Tenant hereunder, are subject and subordinate to all mortgages which may now or hereafter affect this Lease, the Demised Premises, the building in which the Demised Premises are located or the land on which such building is constructed. The foregoing subordination provision shall be self-operative and no further instrument of subordination shall be required, provided, however, that in confirmation of such subordination, the Tenant hereby agrees, upon request ofthe Landlord, to execute and deliver, in recordable form, the instrument of subordination required by the Landlord. Notwithstanding the foregoing subordination, the mortgagee shall continue to recognize the rights of the Tenant under this lease so long as the Tenant is not in default hereunder. Landlord shall attempt to obtain a written agreement from its present and future lenders which agreement shall provide substantially the following: As long as Tenant performs its obligations under this Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the encumbrance, and no steps or procedures taken under the encumbrance, shall dis~urb Tenant's right of possession under this Lease. Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure, provided that such purchaser or grantee has provided such an agreement to Tenant. {A221425:} - 6 - XI. Assi2nment of Sublettin2. The Tenant covenants and agrees that it will not assign this Lease, or sublet all or any portion of the Demised Premises, without prior written consent of the Landlord. XII, Personal Property at Risk of the Tenant. All personal property of every kind and description which may at any time be placed in or on the Demised Premises by the Tenant (including but not limited to the equipment and inventory ofthe Tenant) shall be at the Tenant's sole risk. At the conclusion of the Term ofthis Lease, any personal property remaining at the Demised Premises shall, at the option of the Landlord, become the property of the Landlord, provided, however, that the Landlord may require that any or all such property be removed from the Demised Premises by the Tenant and, should the Tenant not do so, may remove any and all such property at the expense of the Tenant. The Tenant is . required to return the Demised Premises to its original condition at the commencement of . the Lease at the Landlord's option, excluding (1) ordinary wear and tear, (2) damage by fire and unavoidable casualty not caused by the Tenant, and (3) alterations previously approved by Landlord and which Landlord agrees in writing may remain upon termination or expiration ofthis Lease. XIII. Covenants bv the Tenant. The Tenant covenants and agrees to comply with all federal, state and local laws, statutes, rules, regulations, orders and requirements relative to the Tenant's occupancy and use of the Demised Premises. The Tenant further covenants and agrees to permit nothing to be done in, on or concerning the Demised Premises which would invalidate, conflict with or increase the premiums for the fire, casualty, and liability insurance covering the Demised Premises or the building in which the Demised Premises are located. The Tenant shall not bring or keep or permit to be brought or kept in or on the Demised Premises any flammable, explosive or other dangerous materials, especially including, without limitation, any materials that are regulated as hazardous under any federal, state or local environmental law, rule or regulation. Further, no animals of any kind may be allowed to remain on or around the Demised Premises for any reason. XIV. No Alterations or Improvements. The Tenant shall not alter or improve, nor cause any alterations or improvements to be made to the Demised Premises without the Landlord's prior written consent (which the Landlord shall be under no obligation to grant). (A221425:} - 7 - XV. Covenant to care for Demised Premises. The Tenant covenants and agrees to commit no waste and to take good care of the Demised Premises. The Tenant shall, at the Tenant's sole cost and expense and to the complete satisfaction ofthe Landlord, repair any and all damage or injury to the Demised Premises, and the building in which the Demise'a Premises are located that is caused by the Tenant or any agent, employee, contractor, invitee or licensee of the Tenant. If the Tenant fails to make such repairs, the Landlord may, after ten (10) days prior written notice to the Tenant, make such repairs and the cost of such repairs shall be deemed to be additional rent hereunder and shall be paid by the Tenant to the Landlord within ten (10) days after demand is made thereof upon the Tenant. The Tenant covenants and agrees to quit and surrender the Demised Premises in clean and good condition. Reasonable wear and tear are excepted. XVI. Default of the Tenant. A. Each of the following shall, ifnot cured within the time periods described in Paragraph XVI(B) hereof, constitute an event of default (hereinafter an "Event of Default") under this Lease: 1. The Rent or any Additional Rent is not paid when due~ 2. The Tenant fails or is unable to pay its debts generally as they become due; transfers property in fraud of creditors; makes an assignment for the benefit of creditors; or has a receiver or trustee appointed for any of the Tenant's assets with such appointment not being vacated within thirty (30) days. 3. The Tenant fails to comply with any other term, provision, covenant or condition ofthis Lease. B. The Landlord shall give the Tenant notice of each and every Event of Default as it or they occur and the Tenant shall have ten (10) days from the date of such notice to cure any and all Events of Default described in Paragraph XVI(A)(1) hereof and thirty (30) days from the date of such notice to cure (or commence and prosecute a good faith effort to cure, if an Event of Default cannot reasonably be cured within the thirty (30) day period but in no event longer than one hundred twenty (120) days) any and all Events of Default described in Paragraph XVI(A)(3) hereof. Upon notice to the Tenant by the Landlord of the occurrence of an Event of Default and the failure of the Tenant to cure such Event of Default within the time periods stated above, the Landlord shall have the right and option (1) to terminate this Lease by written notice to the Tenant (in which event the Tenant shall immediately surrender the Demised Premises to the Landlord and retain all monies received from the (A221425:} - 8 - Tenant (but without prejudice to the Landlord's rights to recover from the Tenant any amounts re~aining to be paid under the Lease, including the Rent not yet due and payable), or (2) to enter the Demised Premises and remove the Tenant and the Tenant's property therefrom with or without force and without being liable to the Tenant in any manner whatsoever for any damage, and to attempt to relet the Demised Premises for the Tenant's account on such terms as the Landlord alone shall determine, or (3) to continue this Lease and sue for the Tenant's performance-hereunder (including payment of the Rent or any Additional Rent as it becomes due), or (4) to accelerate the whole or any part ofthe Rent for the entire unexpired balance of the term of this Lease, as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, and any rent or other charges, payments, costs and expense, if so accelerated shall, in addition to any and all installments of rent already due and payable and in arrears, and/or any other charge or payment herein reserved, included or agreed to be treated or collected as rent and/or any other charge, expense or cost herein agreed to be paid by Tenant which may be due and payable and in arrears, be deemed due and payable as if, by the terms and provisions of this Lease, such accelerated rent and other charges, payments, costs and expenses were on that date payable in advance, provided that all sums shall be discounted to present value. In all events, the Landlord shall be entitled to recover from the Tenant all costs and expenses incurred by the Landlord as a result of an Event of Default, . including reasonable attorneys' fees. The proceeds of any reletting during the term of this Lease shall be applied first to all expenses incurred as a result of the Tenant's default and of such reletting (including, without limitation, reasonable attorneys' fees, leasing commissions and the cost of any alterations and redecorating ofthe Demised Premises that the Landlord deems to be desirable) and second to payment of the Rent and any Additional Rent due hereunder. The Tenant shall be liable to the Landlord for any deficiencies including all costs of collection and reasonable attorneys' fees, butshall not be entitled to any surplus that may arise. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND UPON TEN (10) OR THIRTY (30) DAYS WRITTEN NOTICE TO THE TENANT, AS THE CASE MAY BE, WITH THE OPPORTUNITY TO CURE SUCH DEFAULT, THE PROTHONOTARY OR CLERK OR ANY ATTORNEY FOR ANY COURT OF RECORD IN PENNSYLVANIA OR ELSEWHERE IS HEREBY AUTHORIZED AND EMPOWERED TO APPEAR FOR, AND WITH OR WITHOUT DECLARATION FILED, CONFESS JUDGMENT AGAINST THE TENANT IN FAVOR OF THE LANDLORD FOR THE WHOLE AMOUNT OF RENT, AS HEREINABOVE SET FORTH, WITH COSTS OF SUIT AND ATTORNEYS' COMMISSION OF TEN PERCENT (10%) FOR COLLECTION; AND THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IS HEREBY AUTHORIZED AND EMPOWERED TO ISSUE OR REISSUE ANY WRIT OF EXECUTION IN ACCORDANCE WITH THE PENNSYL VANIA RULES OF CIVIL PROCEDURE; ALL ERRORS OR DEFECTS IN ANY WIUT, LEVY, OR SALE IS HEREBY EXPRESSLY WAIVED; STAY OF EXECUTION UPON ENTRY OF BOND WITH THE PROTHONOTARY OR CLERK IS HEREBY EXPRESSLY WAIVED, AND NO BENEFIT OF EXEMPTION, STAY OF EXECUTION OR SETTING ASIDE OF EXECUTION UNDER AND BY {A221425:\ - 9 - VIRTUE OF ANY LAW NOW IN EFFECT OR WHICH MAY HEREAFTER ENACTED. BE CLAIMED. The remedies provided the Landlord above are in addition to, and not in lieu of, any other rights and remedies the Landlord may have under this Lease, at law or in equity. No delay by the Landlord in the enforcement of the provisions of this Lease shall be deemed to constitute a waiver of any default of the Tenant, and the pursuit by the Landlord of one or more remedies shall not be deemed to constitute an election of remedies to the exclusion of any other remedy. Notwithstanding any other provision of this Lease, the Landlord shall be under no obligation to relet the Demised Premises if the Tenant, for any reason whatsoever, vacates the Demised Premises before the end of the Term. XVII. Notices. Any notice, request or demand required or permitted to be given pursuant to this lease shall be in writing and delivered by messenger or sent by United States mail, . certified, postage pre-paid, return receipt requested, or by guaranteed overnight delivery service (i.e., Federal Express), to the following persons at the indicated addresses: To the Landlord: Franklin Levy 415 Bosler Avenue Lemoyne, P A 17043-1932 To the Tenant: Licensing Solutions, Inc. 415 Bosler Avenue Lemoyne, P A 17043 Either party may, at any time, designate by written notice to the other party (in accordance with the provisions of this Article XVII) a change in the above address or addresses, but such change shall be binding upon the person to whom it is sent only from and after the date of receipt by such person. XVIII. Holdover Tenancy. Any holding over by the Tenant with the consent of the Landlord after the expiration of the Term of this Lease (or any renewal or extension thereof) shall be construed to be a tenancy from month to month and shall be at the Rent and in accordance with all of the other terms, provisions, covenants and conditions contained in this Lease. {A221425:} - 10 - XIX. Successors and Assiens. Subject to the provisions of Article XI ofthis Lease, this Lease and all other terms, provisions, covenants and conditions contained herein shall inure to the benefit of, and be binding upon the Landlord and the Tenant and their respective heirs, devisees, personal representative, successors and assigns"- XX. Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third person as creating the relationship of principal and agent or a partnership or joint venture between the parties hereto, it being expressly understood and agreed that no provision contained herein nor any act of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. XXI, Severability. If any provision of this Lease or the application thereof to any person or circumstance shall, for any reason or to any extent, by held or determined to be invalid or unenforceable, the remainder of this Lease and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. XXII. Waiver. No waiver of any condition or legal right or remedy shall be implied by the failure of either party to declare a forfeiture, or for any other reason, and no waiver of any condition or covenant shall be valid unless it be contained in a writing signed by both parties, nor shall the waiver of a breach of any condition be claimed or pleaded to excuse the future breach of the same condition or covenant. XXIII. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. (A221425:) -11 - . , XXIII. A Other Provisions. The Tenant may not for any reason, employ any person currently employed or employed within the previous six months by Franklyn Levy, the Landlord, or P A Fabric Outlet, Inc. No heat, other than the means provided by the Landlord in Item IX, element B may be used to heat the Demised Premises. XXIV. Entire Aereement. This Lease contains the entire agreement between the Landlord and the Tenant relative to the Demised Premises, and supersedes all prior contemporaneous negotiations, understandings and agreements, written or oral, between the parties. This Lease shall not be amended or modified, and no waiver of any provision hereof shall be effective, unless and until set forth in a written instrument authorized and executed with the same formality as this Lease. The Landlord and the Tenant, intending to be legally bound hereby, have executed this Lease or caused this Lease to be executed as of the day and year first written above. WITNESS: " r-' )~~~SEAL) Name: (SEAL) 0,fn2 :;5' ATTEST: b~:-7 By: . Named&" /(.,;/'0'\ 13 -CC>O/7'lQ / Title: LIC ENS m:::a:t By: g Name: Richard W. Olon Title: Vice President {A221425:} - 12 - . , LEASE GUARANTY AND SURETYSHIP AGREEMENT WHEREAS, LICENSING SOLUTIONS, INC. is desirous of entering into the lease described below (the "Lease"), as tenant (the "Tenant"); and ,- WHEREAS, the undersigned guarantor(s) (whether one or more, the "Guarantor"), wish to induce FRANKLYN LEVY (the "Landlord") to enter into the Lease with the Tenant, which Lease is dated January _,2001 and relates to premises situate at 415 Bosler Avenue, Lemoyne, Pennsylvania, as more particularly described in the Lease; and WHEREAS, the Landlord has refused to enter into the Lease unless the Guarantor guarantees the Lease in the manner hereinafter set forth. NOW, THEREFORE, to induce the Landlord to enter into the Lease, the Guarantor, for good and valuable consideration, the adequacy of which is hereby acknowledged, and with intent to be legally bound, does hereby agree and covenant as follows: 1. (a) Subject to the limitation set forth in Paragraph 6 below, the Guarantor unconditionally guarantees to the Landlord the full and punctual performance and observance, by the Tenant, of all the terms, covenants and conditions in the Lease contained on Tenant's part to be kept, performed or observed. This guaranty shall include any liability of Tenant which shall accrue under the Lease for any period preceding as well as any period following the term specified in the Lease. The Guarantor waives notice of any breach or default by Tenant. (b) IF, AT ANY TIME, DEFAULT SHALL BE MADE BY THE TENANT IN THE PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, COVENANTS OR CONDITIONS IN THE LEASE CONTAINED ON THE TENANT'S PART TO BE KEPT, PERFORMED OR OBSERVED, THE GUARANTOR WILL KEEP, PERFORM AND OBSERVE THE SAME, AS THE CASE MAY BE, IN THE PLACE AND STEAD OF THE TENANT, AND UPON F AlLURE TO DO SO, IN ADDITION TO ALL OTHER REMEDIES A V AILABLE AT LAW AND EQUITY, THE LANDLORD SHALL HAVE THE RIGHT TO CONFESS JUDGMENT ON BEHALF OF AND AGAINST THE GUARANTOR IN FAVOR OF THE LANDLORD FOR ALL AMOUNTS DUE HEREUNDER WITH INTEREST, COSTS AND ATTORNEY'S COMMISSION OF TEN PERCENT (10%) USING THIS AGREEMENT OR A COpy HEREOF AS AUTHORITY FOR SUCH ACTION. 2. Any act ofthe Landlord consisting of a waiver of any of the terms or conditions of the Lease, or the giving of any consent to any matter or thing relating to the Lease, or the granting of any indulgences or extensions of time to the Tenant, may be done without notice to the Guarantor and without releasing the obligations of the Guarantor hereunder. {A221508:} 3. The obligations of the Guarantor hereunder shall not be released by Landlord's receipt, application or release of security given for the performance and observance of covenants and conditions of the Lease contained on Tenant's part to be kept, performed or observed; nor by any modification of the Lease, but in case of any such modification the liability of the Guarantor shall be deemed modified in accordance with the terms of any such modification ofthe Lease. '- 4. The liabili ty of the Guarantor hereunder shall in no way be affected by (a) the release or discharge of the Tenant in any creditors, receivership, bankmptcy or other proceedings; (b) the impairment, limitation or modification of the liability of the Tenant or the estate of the Tenant in bankmptcy, or of any remedy for the enforcement of the Tenant's said liabili ty under the Lease, resulting from the operation of any present or future provision of the Bankmptcy Act, as such Act may be amended, or other statute or from the decision in any court; (c) the rejection or disaffinnance ofthe Lease in any such proceedings; (d) the assignment or transfer of the Lease by the Tenant; (e) any disability or other defense of the Tenant; or (f) the cessation from any cause whatsoever of the liability of the Tenant. 5. Until all the covenants and conditions in the Lease on the Tenant's part to be kept, performed and observed are fully performed and observed, the Guarantor: (a) shall have ria right of subrogation against the Tenant by reason of any payments or acts of performance by the Guarantor in compliance with the obligations ofthe Guarantor hereunder; and (b) subordinates any liability or indebtedness of the Tenant now or hereafter held by the Guarantor to the obligations of the Tenant to the Landlord under the Lease. 6. This Guaranty shall apply to the Lease, any extension or renewal thereof and to any holdover term following the term thereby granted or any extension or renewal thereof unless this Guaranty is terminated pursuant to this paragraph 6. In the event that the Tenant has not been in default of the Lease beyond any applicable cure period at any time during the first twenty-four calendar months of the term of the Lease, Landlord and Tenant agree that this Guaranty shall terminate as of the last day ofthe said twenty-fourth calendar month. 7. This Guaranty shall constitute an Agreement of Suretyship as well as of Guaranty and, except as herein set forth, shall constitute an absolute and unconditional undertaking by the undersigned as Surety with respect to payment and performance by the Tenant. The liability of the Guarantor hereunder shall be direct and may be enforced without the Landlord being required to resort to any other right, remedy or security, and this Guaranty shall be enforceable against the Guarantor, their heirs, personal representatives, successors and assigns, without the necessity of any notice of acceptance of this Guaranty or of the Landlord's intention to act in reliance hereon, all of which the Guaranty hereby expressly waives; and the Guarantor agrees that the validity of this Guaranty shall in no way be terminated, affected or impaired by reason of the assertion or the failure to assert by the Landlord against the Tenant, of any of the rights or remedies reserved pursuant to the Lease or any other documents securing the Lease, its being expressly agreed that Landlord is not required to exercise any of its rights or remedies under the Lease or under any {A221508:} -2- rr..~.. .. other document ~ecuring the Lease before Landlord may pursue its rights hereunder against the Guarantor. ' 8. The liability of each undersigned Guarantor shall be joint and several. 9. All references in this Agreement to L.andlord, Tenant and Guarantor shall be deemed to include their respective heirs, personal representatives, successors and assigns. The provisions of this Agreement shall benefit and bind the parties hereto and their respective heirs, personal representatives, successors and assigns. 10. The construction of this Agreement and the rights and remedies of the parties hereto shall be governed by the laws of the Commonwealth of Pennsylvania. 11. This Agreement contains the entire understanding between the parties concerning a guaranty of the Lease and supersedes any prior written or oral agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement (i.e., the guaranty ofthe Lease) which are not fully expressed herein. 12. If any term or provision or portion thereof of this Agreement, or application thereof to any person or circumstance be held invalid, the remainder of said term or provision and/or of this Agreement shall not be affected thereby; and, to this end, the parties hereto agree that the terms and provisions of this Agreement are severable. 13. Wherever the context so requires, the feminine gender shall be substituted for the masculine, the masculine for the feminine or the neuter for either; the singular shall be substituted for the plural and vice versa. 14. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be.an original, and all of which together shall constitute but one and same instrument. 15. This instrument may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by the Guarantor and the Landlord. db GUARANTOR: (SEAL) :p~ Richard W. Olon (SEAL) Dated: Janua~?/, 2001 {A221508:} -3- DISCLOSURE STATEMENT AND EXPLANATION OF RIGHTS CONFESSION OF JUDGMENT 1. On the date hereof, LICENSING SOLUTIONS, INC. (the "TENANT") entered' into a Lease (the "Lease") with FRANKLYN LEVY (the "LANDLORD") for approximately 5,980 square feet of space within the Building located at 415 Bosler Avenue, Lemoyne, Pennsylvania (the IIPremises"). The TENANT clearly and specifically understands that by signing the Lease of even date herewith, which contains a confession of judgment clause, (a) TENANT will authorize the LANDLORD to enter a judgment against TENANT and in its favor which will give the LANDLORD a lien upon any real estate which TENANT may own in any county in which the judgment is entered or to which the judgment may be transferred; (b) TENANT will give up the right to any notice or opportunity to be heard prior to the entry of the judgment; (c) TENANT will agree that the LANDLORD can enter the judgment, prior to proof of non-payment or other default on TENANT'S part; (d) TENANT will subject all of TEN ANT'S property, both personal property and real estate, to execution (and Sheriffs Sale), pursuant to the judgment, prior to proof of non-payment or other default on TENANT'S part; (e) TENANT will be unable to challenge the judgment should the LANDLORD enter one, except by proceeding to open or strike the judgment, and such a proceeding will result in attorney's fees and costs which TENANT will be obligated to pay; and (f) TENANT will have no opportunity for notice and to have a hearing before execution is issued on any judgment entered against TENANT, and the LANDLORD, without prior notice and a hearing, may foreclose upon, attach, levy or otherwise seize property of the TENANT in full or partial payment of the judgment. 2. TENANT knows and understands that it is the Confession of Judgment clause in the Lease which gives the LANDLORD the rights enumerated in subparagraphs (a) through (f) of paragraph 1 above. (A221S1B: } 3. IF TENANT DOES NOT SIGN THE LEASE WHICH CONTAINS A CONFESSION OF JUDGMENT CLAUSE, TENANT UNDERSTANDS THAT TENANT WOULD HAVE THE FOLLOWING RlGHTS: (a) the right to have notice and an opportunity to be heard prior to the entry of judgment for monetary damages and the issuance of execution on the judgment; (b) the right to have the burden of proving default rest upon the LANDLORD before TENANT'S property can be exposed to execution; and (c) the right to avoid the additional expense of attorney's fees and costs incident to opening or striking off a confessed judgment. 4. Fully and completely understanding these rights which TENANT has prior to signing the Lease (and clearly aware that these rights will be given up, waived, relinquished, and abandoned if TENANT signs the Lease), the TENANT nevertheless freely and voluntarily chooses to sign the Lease, TENANT'S intention being to give up, waive, relinquish, and abandon TENANT'S known rights (as described in paragraph 3 above) and subject (himse1fJherselflitself) to the circumstances described in paragraph 1 above. 5. TENANT acknowledges that it has consulted (or had the opportunity to consult) with legal counsel of TEN ANT'S choice, and with such other advisors as TENANT has deemed necessary, in connection with the execution and delivery of the Lease (including the provisions authorizing the confession of judgment and execution and seizure of TENANT'S property and assets without the opportunity for prior notice or judicial determination of any nature). 6. Notwithstanding anything herein to the contrary Tenant shall be entitled to the notice and cure periods under subsection XVI(B) ofthe Lease. 7. The TENANT acknowledges that the Lease has been entered into for business purposes. Dated this 2.0..1ay of January, 2001. Z ir.f~l; ~S I HA VE READ THIS ENTIRE STATEMENT AND I FULLY UNDERSTAND ITS CONTENTS ~- By: Name: tJ/li?e", f3> 7dQ ~ J Title: I By: Name: Richard W. Olon Title: Vice President {A221S18:} #, , . COMMONWEAL TH OF PENNSYL VANIA SS: COUNTY OF DAUPHIN 'rt On this, the 2 if - day of January, 2001, before me, a Notary Public, the undersigned officer, personally appeared Richard W. Olon who acknowledged himself to be the Vice President of Licensing Solutions, Inc., a corporation, and that he as such Vice President, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as such vicy president. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ~~(~~ Notary ubhc My Commission Expires: (SEAL) \ NOTARIAL SEAL MARY ANN KLEMENTIK, Notary Public Harrisburg, PA Dauphin County _My Cornm~s\on Expires Aug. 21, 2001 {A221S18:} Jr\, - 27' 0; IWED;' C9: 13 ADLER & CLARAVAL TEL:717234167C p, 002 I . . VERIFICATION I VERlFY THAT THE STATEME"NTS MADE J1\THE FOREGOING PLEADING ARE TRUE AND CORRECT I U~"DERST ANT.> THAT FALSE S1 ATE1v1ENTS lffiREIN ARE MADE SUBJECT TO THE PE~ALT1ES OF 18 Pa.C.S,A, Section 4904 RELATING TO UNSWORN FALSIFICATION TO AUTHORlTIES. DATE: " l"'lb!() I