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Home My WebLink About06-6684 FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, P A 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiffs, CIVIL ACTION - LAW Docket No. l)(p -lDlDStJ v. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. CONFESSION OF JUDGMENT FOR POSSESSION Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the Complaint filed in this action, we appear for the Defendants and confess judgment in ejectment in favor of the Plaintiffs and against the Defendants for the possession of the real property described as follows: 1,400 square feet of commercial space known as Space 3, (the "Property") currently being utilized as a business known as Custom Interiors of Camp Hill and located at the shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055. By: FREY, PETRAKIS, DEEB, BLUM &~.~ FRANK G. MURPH~ SQUIRE CHRISTINA M. HUGHES, ESQUIRE Attorneys for Defendants bove /ffi/ (') ~~ ~ -c:-:::> .;:;:-..;:;, C'., C) -rl --I 2~? ...,~- f"..) :t::h _t.',,, CT', IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. 236 NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU FOR POSSESSION OF THE FOLLOWING PREMISES: 1,400 square feet of commercial space known as Space 3, (the "Property") currently being utilized as a business known as Custom Interiors of Camp Hill and located at the shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055. ENCLOSED HEREWITH IS A COPY OF ALL THE DOCUMENTS FILED IN SUPPORT OF THE SAID JUDGMENT. CURTIS R. LONG PROTHONOTARY IF YOU HAVE ANY QUESTIONS CONCERNING THE ABOVE, PLEASE CONTACT: FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. Dated: /~~P~ By: J.D. Nos. 65886 91635 y, Esquire Christina M. ughes, Esquire 1601 Market Street, Suite 2600 Philadelphia, PAl 91 03 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, P A 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. COMPLAINT FOR CONFESSION OF JUDGMENT UNDER PENNSYLVANIA RULES OF CML PROCEDURE 2950. ET SEQ. Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC, (hereinafter "Plaintiffs" or "Landlords"), by and through their attorneys Frey, Petrakis, Deeb, Blum & Briggs, P.C., file this Complaint for judgment by confession pursuant to Rules 2950 et seq., of the Pennsylvania Rules of Civil Procedure and, in support hereof, state as follows: THE PARTIES 1. Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC, are owners of a shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055, as tenants in common and have a place of business located at 491 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046. 20 Defendant, Custom Interiors of Camp Hill (hereinafter "Custom Interiors" or together with Sharon Oakman "Defendants/Tenants"), upon information and belief, is a business with a last known address of 5205 Simpson Road, Suite 3, Mechanicsburg, Pennsylvania 17055. 3. Defendant, Sharon Oakman (hereinafter "Oakman" or together with Custom Interiors "Defendants/Tenants"), upon information and belief, is an individual operating a business and has a last known address of 5205 Simpson Road, Suite 3, Mechanicsburg, Pennsylvania 17055. 4. Pintzuk Brown Realty Group, (hereinafter "Pintzuk") is an authorized agent of and acts on behalf of Landlords and has a place of business located at 491 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046. (See Affidavit of Scott Homel attached hereto, incorporated herein, and marked as Exhibit A). COUNT I FOR JUDGMENT OF POSSESSION Pa.R.C.P. 2970 et seq. 50 Landlords incorporate by reference the foregoing paragraphs as if fully set forth herein at length. 6. Defendants/Tenants are in occupancy and possession of 1,400 square feet of commercial space known as Space 3, (the "Property") currently being utilized as a business known as Custom Interiors of Camp Hill and located at the shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055. 70 The owners of the Property are Home Elite Ltd., Inc. and P.R. Real Estate, LLCo The Defendants/Tenants lease the Property from Home Elite Ltd., Inc. and P.R. Real Estate, LLC for commercial use pursuant to a written agreement (as the same has been amended, assigned, restated, or otherwise modified through the date hereof, "Lease"). (A copy representing a true and correct reproduction of the original Lease is attached hereto, incorporated herein, and marked as Exhibit B; all applicable terms are highlighted in yellow for the Court's convenience). 8. Defendants/Tenants executed an Estoppel Letter dated September 3,2004 (the "Estopped Letter") confirming terms of the Lease and the relationship between Defendants/Tenant and the previous owners ofthe Property. (A copy representing a true and correct reproduction of the Estoppel Letter is attached hereto, incorporated herein, and marked as Exhibit C; all applicable terms are highlighted in yellow for the Court's convenience) . 9. Landlords are entitled to enforce the Lease by virtue of an assignment of rights, which took place upon Landlord's acquisition of the Property from its prior owner. (See a true and correct reproduction of Settlement Statement attached hereto, incorporated herein, and marked as Exhibit D). 10. Pursuant to the terms of the Lease, during the relevant time period, the Defendants/Tenants are required to pay to the Landlords a monthly fixed Minimum Rent of $933.00. (See Exhibits B and C). 11. In addition, the Defendants/Tenants are obligated under the Lease to pay the Landlords Additional Rent in the form of, inter alia, operating expenses, utilities, insurance, and taxes. (See Exhibits B and C). 12. Defendants/Tenants have defaulted on their obligations under the Lease by virtue of their failure to pay Landlords Minimum Rent and Additional Rent in the amount of$23,741.93, as follows: Description Outstanding Late Fees as of 2/28/06 Outstanding Rent as of2/26/06 Outstanding CAM as of 2/28/06 Outstanding RE Tax as of 2/28/06 Outstanding Insurance as of 2/28/06 Rent (3/2006) CAM (3/2006) Property Taxes Pass Thru (3/2006) Insurance Pass Thru (3/2006) March Late Fees, 5% of $1 ,458.33 Check #011703 Rent (4/2006) CAM (4/2006) Property Taxes Pass Thru (4/2006) Insurance Pass Thru (4/2006) April Late Fees, 5% of$2916.66 Check #011740 Rent (5/2006) CAM (5/2006) Property Taxes Pass Thru 5/2006) Insurance Pass Thru (5/2006) May Late Fees, 5% of $4,374.99 Check #011788 Rent (6/2006) CAM 6/2006) Property Taxes Pass Thru 6/2006) Insurance Pass Thru (6/2006) June Late Fees, 5% of $5,833.32 Rent (7/2006) CAM (7 / 2006) Property Taxes Pass Thru (7/2006) Insurance Pass Thru (7/2006) July Late Fees, 5% of $7,291.65 Rent (8/2006) CAM (8/2006) Property Taxes Pass Thru (8/2006) Insurance Pass Thru (8/2006) August Late Fees, 5% of$8,749.98 Rent (9/2006) CAM (9/2006) Property Taxes Pass Thru 9/2006) Insurance Pass Thru (9/2006) September Late Fees, 5% of$10208.31 Y /E 2005 CAM Reconciliation Credit Y /E 2005 Insurance Reconciliation Charge Y / E 2005 RE Tax Reconciliation Charge Amount Owed $2,610.83 $5,930.11 $1,813.02 $465.48 $171.48 $1,050.00 $302.17 $77.58 $28.58 $72.92 -$1,721.83 $1,050.00 $302.17 $77.58 $28.58 $145.83 -$1,458.33 $1,050.00 $302.17 $77.58 $28.58 $218.75 -$748.89 $1,050.00 $302.17 $77.58 $28.58 $291.67 $1,050.00 $302.17 $77.58 $28.58 $364.58 $1,050.00 $302.17 $77.58 $28.58 $437.50 $1,050.00 $302.17 $77.58 $28.58 $510.42 -$337.13 $87.35 $523.62 RENT (10/2006) CAM (10/2006) Property Tax Pass Thru (10/2006) Insurance Pass Thru (10/2006) October Late Fees, 5% of $11666.64 RENT (11 /2006) CAM (11/2006) Property Tax Pass Thru (11/2006) Insurance Pass Thru (11/2006) November Late Fees, 5% of $13, 124.97 TOTAL: $1,050.00 $302.17 $77.58 $28.58 $583.33 $1,050.00 $302.17 $77.58 $28.58 $656.25 $23,741.93 13. By letter dated October 5, 2005, Pintzuk notified Custom Interiors and Sharon Oakman of Defendants/Tenants' failure to comply with various provisions of the Lease. Through the letter, Pintzuk further advised Custom Interiors and Sharon Oakman that, unless Defendants/Tenants made payment in full of the amounts owing under the Lease, Pintzuk would exercise any and all rights and remedies available to Landlords for non-payment of rent. (A true and correct copy of the October 5, 2005 Letter is attached hereto and incorporated herein by reference as Exhibit E). 14. By letter dated February 3, 2006, Pintzuk notified Custom Interiors and Sharon Oakman of Defendants/Tenants' failure to comply with various provisions of the Lease. Through the letter, Pintzuk further advised Custom Interiors and Sharon Oakman that, unless Defendants/Tenants made payment in full of the amounts owing under the Lease, Pintzuk would exercise any and all rights and remedies available to Landlords for non-payment of rent. (A true and correct copy of the February 3,2006 Letter is attached hereto and incorporated herein by reference as Exhibit F). 15. By letter dated July 11,2006, Pintzuk notified Custom Interiors and Sharon Oakman of Defendants/Tenants' failure to comply with various provisions of the Lease. Through the letter, Pintzuk further advised Custom Interiors and Sharon Oakman that, unless Defendants/Tenants made payment in full of the amounts owing under the Lease, Pintzuk would exercise any and all rights and remedies available to Landlords for non- payment of rent. (A true and correct copy of the July 11, 2006 Letter is attached hereto and incorporated herein by reference as Exhibit G). 16. By letter dated July 14,2006, Pintzuk notified Custom Interiors and Sharon Oakman of Defendants/Tenants' failure to comply with various provisions of the Lease. Through the letter, Pintzuk further advised Custom Interiors and Sharon Oakman that, unless Defendants/Tenants made payment in full of the amounts owing under the Lease, Pintzuk would exercise any and all rights and remedies available to Landlords for non- payment of rent. (A true and correct copy of the July 14, 2006 Letter is attached hereto and incorporated herein by reference as Exhibit H). 17. As ofthe date hereof, the Defendants/Tenants have not cured their default. 18. Under the Lease, the Landlords are empowered to confess judgment for possession against Defendants/Tenants. (See Exhibit B). 19. Pursuant to the terms of the Lease, Landlords may confess judgment for possession against Defendants/Tenants upon default under the Lease. (See Exhibit B). 20. Defendants/Tenants are in default, as set forth supra, and have failed to cure said default. 21. By virtue of the foregoing default, Landlords are entitled to possession of the Property as follows: 1,400 square feet of commercial space known as Space 3, (the "Property") currently being utilized as a business known as Custom Interiors of Camp Hill and located at the shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055. 22. Judgment is not being entered by confession against a natural person in connection with a residential lease. 23. No judgment has been entered on the Lease in any jurisdiction. 24. The Warrant of Attorney is less than twenty (20) years old. WHEREFORE, Landlords, Home Elite Ltd., Inc. and P.R. Real Estate, LLC, hereby demand a judgment by confession in ejectment against Defendants/Tenants, Custom Interiors of Camp Hill and Sharon Oakman, for recovery of possession ofthe Property, as authorized by the warrant of attorney appearing in the attached Lease, together with such other and further relief as the Court may deem proper. FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. Dated: /I /'J.() ~" By: ~~ Frank G. MUrp~y, Ulre Christina M. Hughes, Esquire Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC VERIFICATION I, Mary Duffy, state that I am authorized to make this Verification on behalf of the Plaintiffs, and that the facts set forth in the preceding Complaint are true and correct to the best of my information and belief. This Verification is made with knowledge of the penalties contained in 18 Pa.C.S.A. ~4904, relating to unsworn verification to authorities. By: , s e anager Pin Brown Realty Group, Agent of Home Elite Ltd., Inc. and P.R. Real Estate, LLC . Dated: lI[r!o6 [ I FREY,PETRAKlS,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter our appearance for the Defendants, Custom Interiors of Camp Hill and Sharon Oakman, on whose behalf we confess judgment for possession of the premises occupied by Defendants as follows: 1,400 square feet of commercial space known as Space 3, (the "Property") currently being utilized as a business known as Custom Interiors of Camp Hill and located at the shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055. FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. By: ~.~ FRANK G. MURPHY, E QUIRE CHRISTINA M. HUGHES, ESQUIRE Attorneys for Defendants Dated: II/W/o/J FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 Plaintiffs, v. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Docket No. ORDER FOR APPEARANCE TO THE PROTHONOTARY: Kindly enter our appearance as attorneys for the Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC, in the above-entitled matter. By: Dated: /I/W!ob , . FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. ~- FRANK G. MURPHY SQUIRE CHRISTINA M. HUGHES, ESQUIRE Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC FREY, PETRAKlS, DEEB, BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, P A 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. CERTIFICATION OF ADDRESSES Christina M. Hughes, Esquire, certifies, to the best of her knowledge, information, and belief, that the addresses of Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC, and Pintzuk Brown Realty Group, Agent of Plaintiffs, are 491 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046; and the last known address of Defendants, Custom Interiors of Camp Hill and Sharon Oakman, is 5205 Simpson Ferry Road, Suite 3, Mechanicsburg, Pennsylvania 17055. FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. By: C~~ CHRISTINA M. HUGHES ESQUIRE Attorney for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC Dated: /11'2.0IDfI FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, P A 19103 (215) 563-0500 HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200. Jenkintown, PA 19046 Plaintiffs, v. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Docket No. AFFIDAVIT STATE OF PENNSYLVANIA COUNTY OF CUMBERLAND SS. Mary Duffy, being duly sworn according to law, deposes and says that she is an Asset Manager for Pintzuk Brown Realty Group, Agent of Home Elite Ltd., Inc. and P.R. Real Estate, LLC; that she is authorized to make this affidavit on behalf of Plaintiffs; that the facts set forth in the Complaint in Confession of Judgment are true and correct to the best of her knowledge, information, and belief; and, that the Exhibits attached to the Complaint in Confession of Judgment are true and correct copies of the originals, highlighted for the Court's convenience. Sworn to and Subscribed before me this IS~" day ~ tJ~~ ,2006. ~,- ~--- Notary Public NOTARIAL SEAL Daniel R. Henderson. Notary Public Jenkintown Township, Montgomery County My commission expires May 14, 2009 FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. AFFIDAVIT OF INCOME STATE OF PENNSYLVANIA COUNTY OF CUMBERLAND SS. Mary Duffy, being duly sworn according to law, deposes and says that she is an Asset Manager of Pintzuk Brown Realty Group, Agent of Home Elite Ltd., Inc. and P.R. Real Estate, LLC; that she is authorized to make this affidavit on behalf of Plaintiffs; and, that to the best of her knowledge, information and belief, at the time of the signing of the document containing provision for judgment by confession in the said matter, the income of Defendants, Custom Interiors of Camp Hill and Sharon Oakman, was in excess of $10,000 per year. Sworn to and Subscribed before me this J ~ day of Nuv.....'---.. 2006. _r~~' Notary Public NOTARIAL SEAL Daniel R. Henderson, Notary Public JenkiDtown Township, Montgomery County My commission expires May 14, 2009 M FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 Plaintiffs, v. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Docket No. AFFIDAVIT OF NONAPPLICABILITY OF GOODS AND SERVICES INSTALLMENT SALES ACT AND AFFIDAVIT OF NON-CONSUMER CREDIT TRANSACTION AND NON-RESIDENTIAL LEASE STATE OF PENNSYLVANIA SS. COUNTY OF CUMBERLAND Mary Duffy, being duly sworn according to law, deposes and says that she is an Asset Manager for Pintzuk Brown Realty Group, Agent of Home Elite Ltd., Inc. and P.R. Real Estate, LLC; that she is authorized to make this affidavit on behalf of Plaintiffs; that the Confession of Judgment does not arise out of a retail installment sale, contract, or account, as defined under the Goods and Services Installment Sales Act, 69 P.S. 131101, et sea.; that the Confession of Judgment is not being entered against natural person(s) in connection with a "consumer credit transaction" as that term is defined in Pa.R.C.P. 2950 (as amended); that the Confession of Judgment is not being entered in connection with a residential lease; and, that the foregoing facts are true and correct to the best of her knowledge, information, and belief. Sworn to and Subscribed before me this I f ~ day O~:dX~6. #ary PJbi1c NOTARIAL SEAL Daniel R. Henderson, Notary Public Jenkintowu Township, Montgomery County My commission expires May 14, 2009 FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. AFFIDAVIT OF DEFAULT STATE OF PENNSYLVANIA COUNTY OF CUMBERLAND SS. Mary Duffy, being duly sworn according to law, deposes and says that she is an Asset Manager of Pintzuk Brown Realty Group, Agent of Home Elite Ltd., Inc. and P.R. Real Estate, LLC; that she is authorized to make this affidavit on behalf of Plaintiffs; that Defendants, Custom Interiors of Camp Hill and Sharon Oakman, entered into the Lease (as defmed in the Complaint in confession of judgment filed in the within action), a true and correct copy of which is attached to the Complaint; that Defendants are in default under the Lease by failing to pay rent owed to Plaintiffs. There is presently $26,116.12 (principal sum, plus attorneys' commission) due and owing under the Lease. Sworn to and Subscribed before me this l S' ~ day o[..J'Jovc:...,bJZ..- ,2006. ~,.... ~ -- ~ ager Notary Public NOTARIAL SEAL Daniel R. Henderson, Notary Public Jenkintown Township, Montgomery County My commission expires May 14. 2009 FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. AFFIDAVIT OF NON-MILITARY SERVICE STATE OF PENNSYLVANIA SS. COUNTY OF CUMBERLAND Mary Duffy, being duly sworn according to law, deposes and says that she is an Asset Manager of Pintzuk Brown Realty Group, Agent of Home Elite Ltd., Inc. and P.R. Real Estate, LLC; that she is authorized to make this affidavit on behalf of Plaintiffs; and, that to the best of her knowledge, information and belief, the Defendants are not in the Military or Naval Service ofthe United States, nor any State or Territory hereof or its allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto or the Servicemembers Civil Relief Act. Sworn to and Subscribed before me this \ S~'" day $Q~2006. Notary Public NOTARIAL SEAL Daniel R. Henderson, Notary Public Jenkintown Township, Montgomery County My commission expires May 14, 2009 FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, P A 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. PRAECIPE FOR JUDGMENT BY CONFESSION FOR POSSESSION PURSUANT TO PA.R.C.P. 2971 ET SEQ. TO THE PROTHONOTARY: Pursuant to Pa.R.C.P. 2971 et seq., please enter judgment against Defendants, Custom Interiors of Camp Hill and Sharon Oakman, in favor of Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC, for possession of the following premises: 1,400 square feet of commercial space known as Space 3, (the "Property") currently being utilized as a business known as Custom Interiors of Camp Hill and located at the shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055. FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. By: ~~ FRANK G. MURPHY, QUIRE CHRISTINA M. HUGHES, ESQUIRE Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC Dated: /0.l>/t'tJ , FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, P A 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. AFFIDAVIT OF BUSINESS TRANSACTION STATE OF PENNSYLVANIA COUNTY OF CUMBERLAND SS. Mary Duffy, being duly sworn according to law, deposes and says that she is an Asset Manger of Pintzuk Brown Realty Group, Agent of Home Elite Ltd., Inc. and P.R. Real Estate, LLC; that she is authorized to make this affidavit on behalf of Plaintiffs; and, that the transaction upon which Judgment is being entered by Confession was a business and commercial transaction. Sworn to and Sub~ribed before me this \5 day o~~~\o.cy ,2006. ~- Notary blic NOTARIAL SEAL Daniel R. Henderson, Notary Public Jeakintown Township, Montgomery County My commission expires May 14. 2009 ager FREY,PETRAKlS, DEEB, BLUM & BRIGGS, p.e. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PAl 91 03 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. Notice Under Rule 2973.2 of Judgment and Execution Notice of Defendants' Rights To: Custom Interiors of Camp Hill and Sharon Oakman (Defendants) A judgment for possession of real property has been entered against you and in favor of the Plaintiffs without prior notice and hearing based on a confession of judgment contained in a promissory note or other document allegedly executed by you. The sheriff may remove you from the property at any time after thirty days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your being removed from the property. ANY PETITION SEEKING RELIEF FROM THE JUDGMENT MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Dated: 1/ /u; lOb Cumberland County Bar Association 32 S. Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. By: ~~ Frank G. Murp y, sqUIre Christina M. Hughes, Esquire Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC 1601 Market Street, Suite 2600 Philadelphia, PA 19103 (215) 563-0500 FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, P A 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. NOTICE UNDER 42 PA. C.S.A. Ii 2737.1 To: CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 A judgment for possession of the following premises have been entered against you and in favor of the Plaintiffs without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you: 1,400 square feet of commercial space known as Space 3, (the "Property") currently being utilized as a business known as Custom Interiors of Camp Hill and located at the shopping center commonly known as East Gate Plaza, located at 5205 Simpson Ferry Road, Mechanicsburg, Pennsylvania 17055. 42 Pa. C.S.A. ~ 2737 states in part as follows: A debtor who has been incorrectly identified and had a confession or judgment entered against him may petition the court for costs and reasonable attorney fees as determined by the court. The written instructions regarding the procedure to follow to strike the judgments are not prescribed in detail. For this reason, you should contact an attorney for assistance. However, you are advised that Pa. R.C.P. 2959, provides as follows: Striking Off or Opening Judgment; Pleadings; Procedure (a)(l) Relief from a judgment by confession shall be sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single petition. The petition may be filed in the county in which the judgment was originally entered, in any county which the judgment has been transferred or in any other county in which the sheriff has received a writ of execution directed to the sheriff to enforce the judgment (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i) in support of a further request for a stay of execution where the court has been stayed execution despite the timely filing of a petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Rule [of Civil Procedure] 2958.3 or Rule 2973.3. (3) Ifwritten notice is served upon the petitioner pursuant to Rule [of Civil Procedure] 2956.1 (c)(2)or Rule [of Civil Procedure] 2973.1 (c), the petition shall be filed within thirty days after such service. Unless the Defendant can demonstrate that there were compelling reasons for the delay, a petition not timely filed shall be denied. (b) If the petition states prima facie grounds for relief the court shall issue a rule to show cause and may grant a stay of proceedings. After being served with a copy of the petition the Plaintiff shall file an answer on or before the return day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are not included in the petition or answer. (d) The petition and the rule to show cause and the answer shall be served as provided in Rule [of Civil Procedure] 440. (e) The Court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which in ajury trial would require the issues to be submitted to the jury the court shall open judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. (g)(l) A judgment shall not be stricken or opened because of a creditor's failure to provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to follow to strike a judgment or regarding any rights available to an incorrectly identified debtor. (2) Subdivision (g)(l) shall apply to (1) judgments entered prior to the effective date of subdivision (g) which have not been stricken or opened as of the effective date and (2) judgments entered on or after the effective date. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IT YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 S. Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 Dated: /Iu#~ FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. By: ~~ Frank G. Murphy, E Ulre Christina M. Hughes, Esquire Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC 1601 Market Street, Suite 2600 Philadelphia, PA 19103 (215) 563-0500 E)(~rbr+ A- FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886;91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Plaintiffs, v. Docket No. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. AFFIDAVIT STATE OF PENNSYLVANIA SS. COUNTY OF CUMBERLAND ~(tl1"l f1iV\K- , being duly sworn according to law, deposes and says that 1) is authorized to make this affidavit on behalf of Home Elite Ltd., Inc. and P.R. Real Estate, LLC; that Pintzuk Brown Realty Group is an authorized agent of and authorized to act on behalf of Home Elite Ltd., Inc. and P.R. Real Estate, LLC, as concerns the property owned by Home Elite Ltd., Inc. and P.R. Real Estate, LLC as tenants in common at East Gate Plaza, located at 5205 Simpson Ferry Road, MeChaniCSb~ Sworn to and Subscribed ~ before me this I '=- ~ day Signed: S 1 of ~~hu- 2006. c.~c C 1-f"M~L /:) ~ ~_4 - Name (printed): _ Notary Public .. , f~~ Title: NlTA\UAL SEAL ~eI R. H~ Notary Public JeakintoWII ToWlllhip, Montgomery County Mycommisllon~pires May 14,2009 f-Xh101f B ( ~~3 LEASE Between WESLEY ASSOCIATES, Landlord And Custom Interiors of Camp Hill, Tenant TDBA Custom Interiors Of Camp Hill .' I TABLE OF CONTENTS Eage ARTICLE I - Premises ......... .......... ........ ......... ..h.... ... ......... ....... .... ...... ..h.... ................ .......... ......... ........... ............ ....... I ARTICLE 2 - Construction and Improvements ............................................................................................................. I ARTICLE 3 - Advertising Signs ..... ...... ....................................... ................. .... ..................... .... """ ..... ....... ...... ...... ......2 ARTICLE 4 - Connnon Area.... .......... ............ .................... ................ .............. ..................... .... ....... "" ....h.. .... ........ .....2 ARTICLE 5 - Contributions ..... ....~......... ...h.............. ........ ........... ........... h.........h.. ........ ............. ......... ............. ........ .... 3 ARTICLE 6 - Tenn....... h............. ..................... ......... hh......... .............................. h........ h................. .................. h........ 4 ARTICLE 7 - Rent and Late Payment Charge ............................................ .............................__... ""'__', ....... ................. 5 ARTICLE 8 - Interest ....................... ........ ........ ............................... ... ............................. ..................... ...... ....... ........ .... 6 ARTICLE 9 - Renewal.............. ......... .................... .........h......h............................ ............... .......... """ ..................... ....6 AR TrCLE 10 - Rental Escalation .....h.... .......... .................................... .................................... h............ ................... .... 6 ARTICLE I 1- Taxes and Assessments ........... ......... '" ............................................... ............. ................................. ..... 7 ARTICLE 12 - Tenant's Share of Taxes and Assessments ......h.................................................................................... 7 ARTICLE 13 - Use and Operations ......... ......................................... ...................... ...... ........... ................... ...... .............8 ARTICLE 14 - Utilities ........................... ............................................ ................... .......... ..... ..... h........... .... ....... ...........8 ARTICLE 15 - Assignment and Subletting.... ..................... ........................................ ...................................... ............. 9 ARTICLE 16 - Fire Insurance ....................................................................................................... ....... ...... ....... ..... ....... 9 ARTICLE 17 - Increased Insurance Cost ....................................................................................................................10 ARTICLE 18 - Landlord's Right to Cure Tenant's Defaults ........................................................................................1 0 ARTICLE 19 - Liability Insurance and Indemnification .............................................................................................10 ARTICLE 20 - Tenant's Share of Landlord's Insurance Costs.....................................................................................11 ARTICLE 21 - Waiver of Liability............ ................ ........ ........ ................ ............ ............... ......... ............... ............... 12 ARTICLE 22 - Repair and Maintenance .....................................................................................................................13 ARTICLE 23 - Alterations........ ...... ........... ..... ............ ....... '" ..... ............... ...... ............... ....h........ .................. .......... ....15 ARTICLE 24 - Surrender of the Demised Premises ....................................................................................................15 - 1 - I t \ i I ARTICLE 25 - Waste or Nuisance ..............................................................................................................................16 ARTICLE 26 - Governmental Regulations ........ ........ ........ "" ...... ...... ................................. ......... ........... ...... ..... .......... 16 ARTICLE 27 - Warranties...................... ...................... ........ ............................. .......... .... ...... .............. .... '" .... '" ..... .....16 ARTICLE 28 - Trade Fixtures ........ .......... ........ ................ .................. ........ ........ .... ........... ...... ........ ........ ............. .... '" 16 ARTICLE 29 - Access of Landlord .............. ....... ............. .................................. ....... .... .................. ................. ... ........ I 7 ARTICLE 30 - Default by Tenant ...............................................................................................................................17 ARTICLE 40 - Recording............ .......... ................. .............. ........... .............. ............ ..................... '" .......................... 28 ARTICLE 39 - Holding Over ................................................................. ............................ ...... ..... .... ...... ............... ..... 27 ARTICLE 38 - Quiet Enjoyxnent .............. ........................ ................................................. ... .... ......... ... .................... .... 27 ARTICLE 37 - Accord and Satisfaction ... ........................ ........................... ....................... ............ ........... ...... '" ..... --..27 ARTICLE 36 - Definitions ................. ...... .......... ........................ '" ....... ......... ..... ............................ .............................26 ARTICLE 35 - Relationship of Parties .................. ................. .................. .......................................... ...... ...................26 ARTICLE 34 - Subordination......................... ............. ................ .................................. ........... ...................................25 ARTICLE 33 - Eminent Domain ......................... ...... """ ............................................ ........... ...... "" '" """ ........ ........ ..24 ARTICLE 32 - Hazardous Substances.............. ...................... ...... .......... ..... ................ --..............................................22 ARTICLE 31 - Damage or DestnIction .......................................................................................................................21 ARTICLE 41 - Delays '" ................................ ............ ......................................... ....... ................. ............ .......... '" ........28 AR 11 CLE 42 - Captions. ................. ............ ........... ........... ........ ....................... ........................................................... 2 8 ARTICLE 43 - Partial Invalidity and Construction .................................. ..... ............... ........ ... ..... .............. ............. ....28 ARTICLE 44 - Binding Effect.... ...................................... ..... ...... ............. ..... ..... ........ ....... ... ................. ...... ........ ....... .28 ARTICLE 45 - Arbitration.......... .......... ...... ..... ......... ..... .......... ............... ................ ............................... ..................... ..29 , 1 ARTICLE 46 - Notices ................... ....... .................................. ........... ....... ............. .... ................ ......... ........ ..... '" ...... ..2 9 ARTICLE 47 - Commissions Due Real Estate Broker ................................................................................................29 ARTICLE 48 - Exhibits .............. .............. ............................... ............. ... ........ ........ ... ..... ..... ............ ........ ........ ........ ... 3 0 ARTICLE 49 - Entire Agreement ..... ......................... ........... .......................... ..... ... ....... ..... .... ...... ........ ............ ""'" ....3 0 ARTICLE 50 - Security Deposit................... ........ ..... ........... ............. ................................ ..........................................30 ARTICLE 51 - Limitation Upon Landlord's Liability..................................................................................................31 ARTICLE 52 - Time of the Essence ............................................................................................................................31 ADDENDUM EXIDBITS A - SITE PLAN B - LANDLORD'S RESPONSIBILITIES C - ADDENDUM D - RESTRICTIONS TO SHOPPING CENTER E - PERSONAL GUARANTY F - SIGN CRITERIA , I . i AGREFMFNT OF LFA~F THIS AGREEMENT OF LEASE, made this 21 day of Septemhe[, 2003, by and between WESLEY ASSOCIATES, having a place of business at 135 North George Street 4th Floor York, Pennsylvania 1740 I, its Successors or assigns (hereinafter called Landlord"), and Custom Interiors Of Camp Hill having a mailing address of 5205 C Simpson Ferry Rd Mechanicsburg, Pa 17055 and its Successors or assigns (hereinafter called "Tenant"). WIT N E SSE T H: A RTTrr,F 1 - Prpmises (a) In consideration of the rents and covenants herein set forth on the part of the Tenant to be paid, performed and observed, the Landlord does hereby lease the premises (hereinafter referred to as "Demised Premises") within the Eastgate Plaza (hereinafter referred to as the "Shopping Center") situated in Hampden Township, Cumberland County, Pennsylvania. (b) The Shopping Center consists of the land (and all improvements that are to be coristructed thereon) as shown on Exhibit A attached hereto. (c) The purpose of Exhibit A is to show the location of the Demised Premises and the entrances and exits for the Shopping Center. Landlord reserves the right, at any time, to relocate, modify, eliminate or add to the various buildings, stores and other improvements, whether or not shown on Exhibit A, provided that Landlord shall not materially interfere with access to the Demised Premises. (d) The Demised Premises consists of the retail space designated as Si~;~ shown on Exhibit A containing approximately * I ,400. square feet, measured to the center line of all party or common walls, and to the exterior faces of all other walls. ARTTrT.F. 2 - ronsfrndion and Tmprovpments (a) Landlord shall construct, at its own cost and expense, the building in which the Demised Premises is to be located (if such building does not presently exist), incorporating in such construction all items of work specifically set forth as "Landlord's Work" in Exhibit B attached to this Lease. Subject to construction scheduling by utility companies, Landlord's work shall be completed on or before start date of lease. (b) The Landlord shall install and supply only such fixtures and items of equipment as are set forth in Exhibit B. All other fixtures, equipment and furnishings of any nature required in the conduct of the Tenant's business are to be furnished, erected and installed i I J t i I I I i I by the Tenant at its own expense. ARTTrT.F.l_ Advertisine Siens (a) All signage is subject to Townships and local municipalities approval. (b) Tenant shall have the right to incorporate its trade name or store identification within the area or areas provided for by Landlord; provided, however, that any such signs shall strictly conform in color, style, design and in all other respects to the criteria established by Landlord for the Shopping Center. No other exterior sign or advertising will be permitted by Tenant, outside of the Demised Premises or the Shopping Center. However, Landlord. acknowledges the difference between "temporary point-of-sale material" and permanent advertising signs, and permission for this type of temporary advertising on glass area of the store front is granted to Tenant, provided said advertising is in good taste and professional in appearance. Landlord shall approve all signs such approval not to be unreasonably withheld~ (c) Approval for location and dimension of signs is as follows: (I) Front of building - See sign criteria. A RTTrT ,F. 4 - rommon A rea (a) All those portions of the Shopping Center not shown as building areas on Exhibit A shall be "Common Areas". Tenant shall have the right to use the Common Areas but Tenant's right to use the Common Area is not exclusive to Tenant, but shall be for the common use of Tenant and the other tenants and lawful occupants of the Shopping Center and their employees, agents, customers, licensees and invitees and parties with whom they do business. The Common Area shall also be for the location and maintenance therein of all the utilities, services and other installations serving the buildings in the Shopping Center and with Landlord's prior written permission for special promotional-type activities and events for the Shopping Center. Landlord, or its designee, and the other tenants and lawful occupants of the Shopping Center, shall also have the right to go over and on the Common Area with men and materials as reasonably required to construct, repair and alter any buildings in the Shopping Center, provided that such persons shall not thereby unreasonably interfere with tenant's use of the Demised Premises. (b) Except as otherwise provided in this Lease, and as they may otherwise hereafter agree in writing, the parties hereto shall not: (1) Obstruct the free passage of vehicles to and from the entrances of the Shopping Center. (2) Interfere with the installations in the Common Areas which are for the service of the building and the Shopping Center. - 2 - (c) Landlord agrees, as hereinafter set forth: (1) To .maintain and keep in good repair all portions of the Common Area, including, but not limited to any and all roads, driveways, curbs, culverts, drainage facilities, surfacing, landscaping, fences, gates, directional and Shopping Center signs, grading, paving marking of the parking area, plwnbing systems, sewer and sewage disposal lines, water supply lines, sprinkler lines and other requisite services and utility lines, pipes and installations of every kind. (2) To keep the Common Area open for use and adequately lighted for a period of at least thirty (30) minutes prior to and until (30) minutes subsequent to the operating hours of the Shopping Center. (3) To keep the sidewalks and curbs, adjacent to and immediately in front of the Demised Premises and throughout the Shopping Center, reasonably free from accumulated snow, ice and refuse and to comply with all governmental requirements respecting same. (d) The Landlord shall have the right to make changes, additions, alterations, or improvements in the Common Area, provided that, other than temporary inconvenience necessitated by construction activities, there shall be no unreasonable obstruction of Ten ant's right of access to the Demised Premises or any unreasonable interference with Tenant's use thereof. A RTTCT ,Ii: 5 - Contrihntions (a) Tenant agrees to pay to the Landlord, as additional rent, Tenant's Share of the Cost of maintenance and operation of the Common Area. (b) Tenant's Share of the Cost of the maintenance and operation of the Common Area shall be determined by the following formula: The number of square feet of floor area in the Demised Premises (* 1 ,400 square feet) shall be multiplied by the fraction, the numerator of which shall be the to~al cost of the maintenance and operation of the Common Area, and the denominator of which shall be the swn of the total lease able building area in the Shopping Center (36,000 square feet). (c) Tenant's Common Area maintenance contribution shall be paid within thirty (30) days after receipt of a Landlord's bill therefore setting forth Tenant's share of the Common Area contribution. Tenant shall be invoiced monthly or, at Landlord's discretion, quarterly, semi-annually or annually. Within sixty (60) days following the end of each calendar year, Landlord will deliver to Tenant an itemized breakdown of the Common Area maintenance charges signed by Landlord or a duly authorized agent of Landlord. - 3 - (d) During any part of the term hereof, which shall be less than the full annual period used to compute Tenant's share of the cost of the maintenance and operation of the Common Area, any Common Area contribution payable by Tenant shall be prorated on a daily basis to the end that Tenant shall only pay the contribution attributable to that fractional part of the annual period occurring within the term of this Lease. (e) The cost of the maintenance and operation of the Common Area shall mean the total costs and expenses incurred in operating and maintaining the Common Area, including, without limitation, compensation to a management company for management fees of the gross rents received from all tenants; Christmas or other seasonal decorations; gardening and landscaping; sign insurance, replacement, repairs and maintenance of all parts of the Common Area, including re-striping and repaving of the parking area; lighting; rental of signs and equipment; sanitary control; removal of snow and ice; and all other similar direct costs, charges and expenses resulting from the maintenance and operation of the Common Area, including the cost of removing Tenant's trash. (f) The various costs of the maintenance and operation of the Common Area shall not exceed the costs incurred in connection with the operation of first class shopping center common areas in the Hampden Township, Cumberland County, Pennsylvania business area. A RTTc:r ,F. 6 - Term (a) The term and rental ofthis Lease shall be for a period of*Five (5) years, and shall commence on October 1st 2003. Rent Commencement shall be on December 1 st 2003. (1) 1birty (30) days after possession of the Demised Premises have been delivered to Tenant; or (2) The date Tenant shall fIrst open its store for bq.siness. (b) An instrument setting forth the date of commencement of the term of this Lease shall be prepared by Landlord and executed by Tenant and Landlord. (c) The Demised Premises shall be accepted by Tenant notwithstanding the existence of relatively minor "punch list" items which will not prevent the Tenant from operating its business in a normal manner. Any such "punch list" items shall continue to be Landlord's responsibility to complete as soon as possible. (d) A "lease year," as herein referred to, shall then consist of that full twelve (12) month period commencing on the first day of the fIrst full month during which this Lease is in full force and effect and of each full twelve (12) month period thereafter. Ifthe commencement date of this Lease, as provided as aforesaid, is a day not the first day of the month, the fIrst lease year shall consist of the remainder of that first month and of the fIrst full twelve (12) months thereafter. - 4 - I I I i I I I I (e) If the Landlord notifies the Tenant that the Demised Premises is ready for possession and the Demised Premises is ready for possession, and the Tenant fails to take possession and to open the Demised Premises for business fully fixtured, stocked and staffed within sixty (60) days from the date of said notice then the Landlord may, in addition to any and all remedies herein provided, at its option, collect not only the minimum rent herein provided, but additional rent at the rate of one-fifteenth (1/15) of the fixed minimum monthly rental per day for each and every day that the Tenant shall fail to commence to do business as herein provided. Said additional rental shall be deemed to be in lieu of any percentage rent that might have been earned during such period of Ten ant's failure to open. A RTJrJ.R 7 - Rent ann J ,Me Payment rharee (a) Tenant agrees to pay Landlord, each month, during the term hereof, a Fixed Monthly Rental for the Demised Premises, as follows: *Year 1 $8.00 S.F NNN $11,200.00 Year * Year 2 - 5 $9.00 S.F. NNN $12,600.00 Year plus all cumulative increments produced by the Rental Escalation Articles as hereinafter set forth, per month in advance without offset or demand. Payment shall be made to the Landlord at the place hereinafter specified for the giving of notices to Landlord or at such other places as Landlord shall designate in writing. (b) The Minimum Annual Rent shall be the product of the Fixed Monthly Rental, as adjusted, multiplied by twelve (12). Following any adjustment for Rental Escalation, the Fixed Monthly Rental shall be the quotient of the Minimum Annual Rent divided by twelve (12). (c) In the event the commencement date ofthis Lease is a day other than the first day of the month, then in that event, the rent for the balance of that month shall be determined by multiplying the aforementioned monthly rental by the fraction, the numerator of which is the number of days remaining in that month, and the denominator of which is the total number of days in that month. The result of the above computation shall be paid to the Landlord on or prior to such commencement date. (d) In addition to any other rights or remedies given to Landlord, in the event Tenant fails to make payment of its regular monthly rental payment by the Tenth day of the month, or fails to make any payment when due of additional rent due hereunder, Tenant shall pay to Landlord the additional sum of five percent (5%) of the amount due as a late payment charge, which late payment charge shall become additional rent. (e) The first rental year of this Lease shall commence on the first day of the term and shall end at the close of the twelfth full calendar month of the Term; thereafter, such rental year shall consist of periods of twelve (12) full calendar months commencing with each - 5 - anniversary of the first day of the first full calendar month of the term. (f) All rents payable and all statements deliverable by Tenant to Landlord under this Lease shall be paid and delivered to WESLEY ASSOCIATES, C/O BENNETT WILLIAMS, INC., 135 NORTH GEORGE STREET, 4tb FL, YORK,PA 17401. ARTTrLF. ~ - Tntere!;t Wherever in this Lease there is a provision that Tenant shall be liable for the payment of any sum to Landlord, together with interest thereon, or whenever Tenant shall fail to pay any sum when due, such sum shall bear interest until paid at a rate equal to the greater of: (I) The prime rate of interest charged by the Community Bank Inc., of Pennsylvania, or its successors, plus two percent (2%); or (2) Six percent (6%) per annum; but, in no event shall the rate be greater than the legal rate of interest which may be charged to borrowers of the same character as Tenant. ARTTrT,F, 9 - Renewal (a) Provided Tenant has complied with all the terms and conditions of this Lease, then Tenant shall have the option to renew this Lease for *One (1) successive additional period of *One (1) years after the expiration of the original term hereof on the same terms and conditions as herein provided, except, however, that the fixed minimum rent shall be increased pursuant to the Rental Escalation Article hereinafter set forth. (b) Such options to renew shall be deemed to be exercised by Tenant at the end of the original *Five (5) year term, unless Tenant shall notify Landlord in writing of its intention not to renew its Lease at least four (4) months before the end of the original term. A RTTrr ,F, 11 - TaTe!; and A!;!;essments (a) Subject to the reimbursement provisions of Article 12, all Real Estate Taxes, as hereinafter defined, on the land and the buildings in the Shopping Center shall be paid by the Landlord. (b) Tenant shall pay any and all taxes, assessments or charges which may be levied upon or attributable to goods or merchandise or fixtures or other items and improvements placed upon and in the Demised Premises by Tenant. (c) The term "Real Estates Taxes" shall mean and include all real estate taxes, assessments, water and sewer rents and other governmental impositions and charges of every - 6 - I I kind and nature whatsoever, special as well as regular, extraordinary as well as ordinary, foreseen and unforeseen, and each and every installment thereof, which shall or may during the Lease term be levied, assessed, imposed, become due and payable, or liens upon, or arising in connection with the use, rental, occupancy or possession of, or growing due and payable out of, or for the Shopping Center or any part thereof, on any land, building, other improvements, or any leasehold interest thereto, or any payments made by Landlord in lieu of any of the foregoing. Such term shall not include any charge, such as water meter charges or any sewer rent based thereon, which is measured by the consumption by the actual user of service for which the charge is made. Whether or not the Landlord shall take the benefit of the provisions of any statute or ordinance permitting any assessment for public betterments or improvements to be paid over a period of time, Landlord shall, nevertheless, be deemed to have taken such benefit so that the "Real Estate Taxes" shall include only the current annual installment of any such assessment and the interest on unpaid installments. ARTTf':LF. 12 - Tenant's Share of Taxes anrl Assessments (a) Tenant agrees to pay to Landlord each year during the term hereof, on demand, as additional rent, Tenant's Share of Real Estate Taxes, as hereinafter described. (b) Tenant's Share of Real Estate Taxes shall be computed as follows: (1) The total Real Estate Taxes payable for the Shopping Center, as shown on Exhibit A, shall be divided by the total number of square feet of leasable retail floor area (36,000 square feet) of the Shopping Center. (2) The result of Step (1) shall be multiplied by number of square feet in the Demised Premises (*1,400 square feet), and the result of Step (2) shall be the amount of Tenant's Share of Real Estate Taxes. (c) Tenant shall pay to the Landlord Tenant's Share of Real Estate Taxes, as herein defined, within fifteen (15) days after receipt by Tenant of a bill from Landlord setting forth Tenant's Share of Real Estate Taxes. Landlord may bill from time to time as such expenses are incurred. A RTTf':T ,Ii: 11 - Use anrl Operations (a) Tenant shall use and occupy the Demised Premises solely for the retail sale of *4.1, trading and doing business under the name of *4 or such other trade name as Landlord may approve in writing. (b) Tenant shall operate its business in all of the Demised Premises continuously, actively and diligently during the entire term ofthis Lease and shall at all times keep the Demised Premises fully equipped and fixtured and shall maintain a full inventory of merchandise. Tenant shall keep the Demised Premises open for business and adequately staffed during the regular and - 7 - ( . customary days and hours for the operation of similar stores in the business area of Hampden Towsnhip, Cumberland County, Pennsylvania, except during periods the Demised Premises may be untenantable by reason of fire or other unavoidable casualty or causes. Tenant shaH use for clerical offices or other non-selling pwposes only such space in the Demised Premises as is from time to time reasonably required for conduct of Tenant's business at the Demised Premises. (c) Without the prior written approval of Landlord, in Landlord's sole discretion, Tenant shall not display or sell goods or merchandise in the Common Areas or otherwise outside of the Demised Premises. ARTJCLF. 14 - ntilitie~ (a) The Landlord agrees that, during the tenn of this Lease or any extensions thereof, the Demised Premises shall, at all times, be connected to the electric, gas, water and sewer lines or systems, as applicable,. serving the Shopping Center. (b) Landlord shall not be liable to Tenant for the failure of any of the above utility services. However, Landlord agrees, in the event of any suspension or failure of service, to proceed with all due diligence to restore or cause the restoration of such services as soon as is reasonably practical under the circumstances. Tenant will not hold Landlord responsible if the gas to the Demised Premises becomes unavailable, nor will Tenant hold Landlord responsible for any equipment conversion or installation costs caused by such unavailability of gas. (c) Landlord agrees that the connections of the electric, gas, water and sewer lines will be brought to the Demised Premises to the points designated, in accordance with Exhibit B. (d) Tenant shall promptly pay, as the same becomes due, all bills for telephone services, gas, electricity, fuel, oil and similar utilities consumed on or applicable to the Demised Premises. - 8 - I i I ARTTCLF. 1~ - Assienment am' Snhlettinr; (a) Tenant shall not, during the term of this Lease or extension thereof, assign, transfer, mortgage, pledge or otherwise encumber this Lease or the leasehold estate created hereby or any part of Tenant's title hereto or interest herein, in whole or in part, nor shall Tenant sublease the Demised Premises, in whole or in part, without the prior written consent of Landlord, in Landlord's sole discretion. In the event of any such assignment or subletting with the consent of Landlord, Tenant will nevertheless remain liable for the performance of all the te~s, covenants and conditions of this Lease and, in addition, will require any assignees or sublease to execute and deliver to Landlord an assumption of liability agreement in form acceptable to Landlord as a condition precedent to the assigning or subletting. Consent by Landlord to any assignment or subletting shall not constitute a waiver of the requirement of such consent to any subsequent assignment or subletting. Any assignment by operation of law, attachment or assignment for the benefit of creditors shall, at Landlord's option, be inoperative. An assignment within the meaning of this paragraph shall be deemed to' include one or more sales or transfers, by operation of law or otherwise, or creation of new stock, by which an aggregate of more than fifty percent (50%) of Tenant's stock, if Tenant is a corporation, of the ownership interest of Ten ant, if Tenant is another form of entity, shall be vested in a party or parties who are non-stockholders or non-owners as of the date hereof. (b) The interest of the Landlord herein may be assigned in whole and also in one or more parts. In the case of any such assignment, the Landlord shall advise the Tenant of the name or names of the assignee or assignees, and Landlord shall have no liability hereunder from and after the effective date of any such assignment, except for obligations which may have theretofore accrued. ARTfCLF. 10 - Fire Jnsllran('~ (a) Landlord agrees throughout the term of this Lease and any extensions thereof to carry fire and extended insurance coverage on the Demised Premises in an amount not less than the actual replacement value without deducting physical depreciation on the building, but exclusive of costs of excavation, foundations and footings below the underside of the lowest floor, if excluded by the policy, to the extent of Landlord's work as set forth in this Lease. (b) Tenant agrees throughout the term of this Lease and extensions thereof to carry fire and extended insurance coverage in an amount equal to the replacement cost of Tenant's fixtures, normal inventory and leasehold improvements in the Demised Premises, including, but not limited to any improvements installed at Tenant's expense. Such insurance may be included in a blanket policy or policies. - 9 - i I I I ! ARTrCT.F. 17 - Tncrea~erl Insnrance r.o~t Tenant shall comply with all laws and ordinances and recommendations of the Association of Fire Underwriters and will not do, nor permit anything to be done, nor neglect to do anything, nor bring nor keep nor permit anything to be brought into or kept on the Demised Premises which shall cause an increase beyond normal premiums that may be charged during the term of this Lease on any public liability, casualty, fire and extended coverage insurance carried on the Demised Premises or the Shopping Center. If, by any reason of any act or omission of Tenant, the insurance premiums are increased beyond normal premiums, Tenant shall pay as additional rent hereunder the amount of such increased premiums. A schedule issued by the organization establishing the insurance rate on the Shopping Center, showing the component of such rate, shall be conclusive evidence of the amount of such increased premiums. ARTICT.F. 1R - J.antflorrl's Ri~ht to Cure Tenantt~ nefalllt~ Tenant agrees that, if Tenant fails to make any repairs or do any work required of the Tenant by the provisions of this Lease, or if Tenant shall in any other respect fail to perform any covenant or agreement in this Lease contained on the part of the Tenant to be performed, then, and in any such event, after the continuance of any such failure or default for ten (10) days after notice in writing thereof is given by the Landlord to the Tenant, notwithstanding any delay or forbearance in giving such notice, Landlord may cure such defaults, all on behalf of and at the expense of the Tenant, and shall have a right of entry into the Demised Premises for such purposes. Landlord may further do all necessary work and make all necessary payments in connection therewith, including, but not limiting the same, to the payment of any attorney's fees and costs and charges of or in connection with any legal action which may have been brought. Tenant agrees to pay to Landlord forthwith any amount so paid by Landlord. All sums charged to Tenant by Landlord hereunder shall be indebtedness of Tenant to Landlord and shall become due as additional rents. ARTTCJ.F. 19 - Liahility Insnrance anrl Tnrlemnifil'3tion (a) Throughout the term of this Lease arid any extensions thereof, Tenant shall obtain, maintain and pay for policies of comprehensive general liability (including products liability) insurance covering the Demised Premises, the business operated by Tenant in and from the Demised Premises and the contractual liability of Ten ant under this Lease in form and with insurers satisfactory to Landlord in amounts required by Landlord's mortgagees, from time to time, but not less than Five Hundred Thousand ($500,000.00) Dollars with respect to property damage, Five Hundred Thousand ($500,000.00) Dollars with respect to death or personal injuries to anyone (1) person, and One Million ($1,000.000.00) Dollars arising out of anyone (1) Occur- rence. Such insurance may be included in a blanket policy or policies. (b) All insurance policies required to be maintained by Tenant under this Lease shall be with insurance companies licensed to do business in the State of Pennsylvania and satis- - 10 - factory to Landlord and shall protect both Landlord, Landlord's mortgagees and Tenant, as their respective interests may appear. Certificates of such insurance shall be delivered. to Landlord a minimum of thirty (30) days prior to possession of the Demised Premises by Tenant with renewals thereof delivered to Landlords a minimum of thirty (30) days prior to the expiration of any such policies. Ifrequested to do so, Tenant shall also provide Landlord with copies of the pertinent portions of all such policies and shall also permit Landlord to examine the original policies. Each policy and certificate evidencing the same shall contain an agreement by the insurer that such policy shall not be cancelled or modified without ten (10) days' written notice to Landlord and that no act or omission of Tenant shall invalidate the interest of Landlord under such insurance. If Tenant fails to obtain and maintain any such insurance or to deliver any of the certificates as required in this Lease, Landlord may, in addition to any other remedy under this Lease, procure such insurance at the expense of Tenant and pay the cost thereof. Such cost shall be deemed additional rent and shall be payable by Tenant to Landlord immediately upon demand, together with interest until paid. (c) During the term of this Lease or any extension hereof, Tenant and the other's and Landlord hereby agree to indemnify and hold other (and Landlord's mortgage lenders) harmless from any and all claims and demands arising out of the negligent acts or omissions of the other, (officer~ and employees), and resulting in the loss of or damage to property or for injury to or death of any person while in, upon or about said Demised Premises. (d) Landlord covenants and agrees that it shall maintain a comprehensive policy of general liability insuring Landlord, Landlord's mortgagees and Tenant, as additional insured, against any liability occasioned by accident on or about any portion of the Common Area of the Shopping Center, which insurance shall protect the interest of Tenant against any liability whatsoever, except such as shall arise out of the negligents acts or omissions of Tenant's agents, employees or servants, licensees or invitees, or any contract of Tenant, or by default of Tenant under this Lease. "The aforesaid liability policy shall be written by good and solvent insurance companies duly licensed to do business in the State of Pennsylvania and shall be in amounts not less than Five Hundred Thousand ($500,000.00) Dollars with respect to property damages, One Million Dollars ($1,000,000.00) Dollars with respect to death or personal injury to anyone (1) person, and Five Million ($5,000,000.00) Dollars with respect to death or personal injuries out of anyone (1) occurrence. Such insurance may be carried under a blanket policy covering other locations of Landlord, provided the protection" and coverage afforded Tenant is not reduced thereby. Landlord agrees to deliver to Tenant at least ten (10) days prior to the time such liability insurance is first required to be carried by Landlord and, thereafter, at least thirty (30) days prior to the expiration of any such policy, either a duplicate original or a certificate of all policies procured by Landlord in compliance with its obligations hereunder. ARTTrLF. 20 - Tenantf~ Share nfLandlnrrl'~ Tn~lIran('e rnd~ (a) Tenant agrees to pay to Landlord each year during the term hereof, on demand, as additional rent, Tenant's Share of the Landlord's insurance costs as set forth in Article 16(a) and Article 19(d) or any place else in this Agreement as hereinafter described. - 11 - (b) Tenant's Share of Landlord's insurance costs shall be computed as follows: (l) The total of Landlord's insurance costs, payable for the Shopping Center, as shown on Exhibit A shall be divided by the total nwnber of square feet of leasable retail floor area (36,000 square feet) of the Shopping Center. (2) The result of Step (1) shall be multiplied by the nwnber of square feet in the Demised Premises (* 1 ,400 square feet), and the result of Step (2) shall be the amount of Tenant's Share of insurance costs. (c) Tenant shall pay to the Landlord, Tenant's Share of Landlord's insurance costs as herein defined, within fifteen (15) days after receipt by Tenant of a bill from Landlord setting forth Tenant's Share of Landlord's insurance expense and, if requested by Tenant, proof of payment by Landlord of such expenses. Landlord may bill from time to time as such expenses are incurred. ARTTrJ,R 21 - W~iver ofJ.iahili~ (a) Notwithstanding anything in this Lease to the contrary, Tenant shall not be liable to Landlord or to any insurance company insuring Landlord for any loss or damage to the Demised Premises or to any improvement or property located within the entire Shopping Center which was covered by fire and extended coverage insurance even though such loss or damage may have been occasioned by the negligence of Ten ant, its agents or employees. (b) Conversely, anything in this Lease to the contrary notwithstanding, Landlord shall not be liable to Tenant or any insurance company insuring Tenant for any loss or damage to any property of Tenant located within the entire Shopping Center which was or could have been covered by fire and extended coverage insurance even though such loss or damage may have been occasioned by the negligence of Landlord or its agents or employees. (c) The parties hereto agree that their policies will include such waiver, clause or endorsement so long as available and so long as the other party pays such extra cost. If extra cost shall be chargeable therefore, each party shall advise the other of the amount of the extra cost, and the other party, at its election, may pay the same, but shall not be obligated to do so, in which case there shall be no waiver by either party. - 12 - I t I I ! ARTTCT.F,22 - Repair anrl Maintenance (a) Tenant shall at all times maintain the Demised Premises (including the inside and outside of all exterior entrances, store front and the glass and moldings in the doors and windows) and all partitions, doors, fIxtures, equipment and appurtenances thereof, in good order, condition and repair and including reasonable periodic painting, making proper replacements when necessary, all at its own expense, except for structural portions of the roof, foundation, exterior walls, Structural floors, ceiling supports, all outside electrical service to the building and the outside portion of the water and sewer lines, which shall be maintained by Landlord; but, if Landlord is required to make repairs by reason of Tenant's willful or negligent acts or omissions to act, the cost of such repairs shall be paid by Tenant and shall thereafter become due as additional rent. (b) All electrical and plumbing systems and fixtures, heating and air conditioning systems shall be maintained by Landlord, except that Tenant shall be responsible for ordinary maintenance of HV AC, plumbing and electrical systems, such as replacement of filters and seasonal maintenance. Notwithstanding anything herein to the contrary, Landlord shall be responsible for broken glass caused by the settling of the building for the first lease year. (c) Tenant shall maintain the Demised Premises at its own expense in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests and shall not permit undue accumulation of garbage, trash, rubbish and other refuse, but shall remove the same at its own expense and shall keep such refuse in proper containers. Landlord shall provide and designate a place (reasonably convenient to the Demised Premises) and marmer for picking up refuse and garbage, and Tenant shall use such place and avail itself of such refuse disposal service and shall reimburse Landlord for Tenant's proportionate share of the costs thereof. (d) Tenant further covenants that Tenant: (1) Will promptly replace at its own expense with glass of like kind and quality, and plate glass, door or window glass of the Demised Premises which may become cracked or broken except as provided in Article 22(b) above. (2) Will not use or permit the use of any apparatus of sound reproduction or transmission, or any musical instrument, in such a manner that the sOWld so reproduced, transmitted or produced shall be audible beyond the confines of the Demised Premises. (3) Will keep all mechanical apparatus free of vibrations and noise which may be transmitted beyond the confines of the Demised Premises. (4) Will not, without the consent in writing of Landlord., place or maintain any merchandise or other articles in any vestibule or entry of the Demised Pre- mises, on the walkways adjacent thereto, or elsewhere on the exterior thereof. - 13 - I I j I ! (5) Will keep the Demised Premises at a temperature sufficiently high to prevent the freezing of water and pipes and fixtures. (6) Will not use the plumbing facilities for any purpose than that for which they are constructed and will not permit any foreign substance of any kind to be thrown therein. The expense of repairing any stoppage, seepage or damage, whether occurring on or off the Demised Premises, resulting from a violation of this provision by Tenant or Tenant's employees, agents or invitees, shall be borne by Tenant. All grease traps and other plumbing traps shall be kept clear and operable by Tenant at Tenant's own cost and expense. (7) Will, notwithstanding anything in this Lease to the contrary, be responsible for all repairs and replacements to the Demised Premises necessitated by a burglary or attempted burglary, or any illegal forcible entry into the Demised Premises. (8) Will comply with all laws and ordinances and all valid rules and regulations of governmental authorities. (9) Will not receive or ship articles of any kind except through facilities provided or designated for that purpose by Landlord. Front door receiving is approved by Landlord. (10) Will conduct its business in the Demised Premises in all respects in a dignified manner in accordance with standards of operation of such type of business. (11) Will comply promptly with all reasonable rules and regulations established by Landlord for all tenants of the Shopping Center. (e) If Tenant refuses or neglects to repair, replace and maintain property as required hereunder as soon as reasonably possible after written notice from Landlord to do so, Landlord may undertake the same without liability of Landlord to Tenant for any loss or damages that may accrue to Tenant's merchandise, fixtures or other property or to Tenant's business by reason thereof, provided that Landlord acts reasonably in effecting such repair, replacement and/or maintenance, Tenant shall pay, upon demand, as additional rent, Landlord's cost and expense in effectuating the same upon presentation of bills therefor, plus fifteen percent (15%) for overhead and supervision. Said bills shall include interest on said cost and expense from the date of completion by Landlord. - 14 - I t i ARTTC:T.F. 2:\ - AlterMions (a) Tenant may make any and all interior nonstructural alterations or interior nonstructural improvements to the Demised Premises at its sole cost and expense, provided that any such alterations shall be made in a good, workmanlike manner and not weaken the structure thereof, and Tenant, before commencing such work, shall take appropriate steps to comply with all lawful requirements, including, but not limited to procuring any and all required governmental permits, and shall secure from its general contractor and properly file a valid stipulation against liens (or waiver of liens) to avoid subjecting the property of Landlord or any portion of the Demised Premises or Shopping Center to any lien for labor, materials or equipment supplied to any part thereof (b) Tenant shall not have the right to make any other alterations, additions or improvements to the Demised Premises without first obtaining, in each instance, the prior written consent of Landlord, which consent (except to external alterations, additions or improvements) may not be unreasonably withheld. (c) Tenant shall not permit any mechanic's or other lien or claim for lien or notice in respect thereto to be filed against the Demised Premises or the Shopping Center or any fixtures, equipment or furnishing contained therein. If any such lien or claim be made or filed, Tenant shall, within ten (10) days after notice of the filing thereof, cause such said lien, notice or claim for lien to be effectively removed and discharged of record; provided, however, that Tenant shall have the right to contest the amount or validity, in whole or in part, of any such lien, notice or claim by appropriate proceedings, but, in any event, Tenant shall promptly bond such lien, notice or claim with a surety company satisfactory to Landlord and shall prosecute such proceed- ings with all due diligence and dispatch. If Tenant fails to so discharge or bond such lien, Landlord may, at its election, remove or discharge such lien, notice or claim by paying the full amount thereof, or otherwise, and without any investigation or contest of validity thereof, and Tenant shall pay to Landlord, upon demand, as additional rent, the amount paid by the Landlord, including Landlord's costs, expenses and counsel fees. ARTTC:LF. 24 - Snrrencfp.r of the Oemi!1erl Premise~ At the expiration of, or sooner termination of this Lease, Tenant shall peaceably surrender the Demised Premises in the same condition as they are required hereby to be kept by Tenant, excepting normal wear and tear and any alterations and improvements permitted by this Lease or effected with Landlord's consent. At such time, Tenant shall surrender ail keys for the Demised Premises to Landlord at the place then fixed for payment of rent and shall inform Landlord of all combinations on locks, safes and vaults, if any, in the Demised Premises. Tenant shall in accordance with Article 28 of this Lease, remove ail its trade fixtures from the Demised Premises and shall repair any damages to the Demised Premises caused thereby not later than the time hereby fixed for such surrender. - 15 - ARTTC'T ,F, 2S - Waste or Nuisance Tenant shall not commit or suffer to be committed any waste upon the Demised Premises. Tenant shall not commit or suffer to be committed any nuisance or other act which may disturb the quiet enjoyment of any other Tenant or occupant of the Shopping Center, nor shall it engage in any activity which may reasonably be expected to attract to the Demised Premises or to the Shopping Center any person who might reasonably be objectionable to, disturb the operation or decorum of or otherwise cause a disturbance in the Shopping Center. A RTTCT ,F, 2it - l;ovprnmental Reelllations Tenant shall, at Tenant's cost, comply promptly with and observe all requirements of all federal, state and local governmental authorities having jurisdiction over the Demised Premises or the use and occupancy thereof or the operation of Tenant's business. ARTTCT.R 27 - Warranties Landlord will pass on to Tenant all warranties applicable to the Demised Premises and the improvements located thereon. Landlord further agrees to unconditionally guarantee workmanship and material for the first year following Tenant's possession of the Demised Premises. A RTTCLF. 2R - Tnufe FiTtnrps Trade fixtures shall remain the property of Tenant and shall be removed at the expiration or sooner termination of the term of this Lease or any renewal or extensions thereof, provided Tenant shall not then be in default Wlder any covenant or agreement contained in this Lease and that Tenant shall have promptly repaired any damage to the Demised Premises caused by such removal. If Tenant fails to remove any such trade fixtures upon expiration or sooner termination of this Lease, such trade fixtures shall, at Landlord's election, be deemed abandoned and shall become the property of Landlord, or may be removed by Landlord at Tenant's expense, which expense shall be additional rent hereWlder. Lighting fixtures, heating and air conditioning equipment, plumbing and electrical systems and fixtures and floor covering shall not be deemed to be trade fixtures whether installed by Tenant or by anyone else and shall not be removed from the Demised Premises, but shall upon installation become the property of Landlord without any compensation to Tenant. - 16 - , t ARTTCLF. 29 - Ac.cess ofT.9nrllorrl Landlord and/or its designee(s) may enter the Demised Premises during reasonable times with prior notice, from time to time, for the pw-pose of examining or exhibiting the same or to make necessary repairs or for the reasonable exercise of any rights granted or reserved to Landlord pursuant to the tenns of this Lease, provided that, so long as Tenant is not in default hereunder, the making of repairs to the Demised Premises shall not unreasonably interfere with Tenant's use of the Demised Premises. Tenant will allow to have placed upon the Premises at any time "For Sale" signs and, during the last three (3) months of the term of this Lease, "To Rent" signs and will not interfere with the same. A RTTCT IF. ~O - J)efanlt hy Tenant (a) Event~ ofnef~lIlt. The following shall be considered "Events of Default": (1) The failure of Ten ant to pay, when due, any installment of rent or additional rent or any other sum payable by Tenant under this Lease, which failure shall continue unremedied by Tenant for a period of ten (10) days after written notice thereof shall have been given to Tenant by Landlord; provided, however, that, if Tenant defaults in making its payments of rent or additional rent requiring Landlord's written notice on three (3) occasions within any twelve (12) month period, then, at Landlord's election, such third (or subsequent) default shall not be capable of cure by Tenant. (2) The failure to perform any terms, covenants or conditions of this Lease or the violation or breach thereof by Tenant, which failure, violation or breach shall continue unremedied by Tenant for a period often (10) days after written notice thereof shall have been given to Tenant by Landlord, or for such additional period as may be necessary to remedy such failure, violation or breach with due diligence. (3) The closing by Tenant of the Demised Premises for a period in excess of five (5) consecutive business days, unless such closing shall be caused by labor disputes, fire, condemnation or other causes beyond the control of Tenant except for Tenant may close for 7 consecutive days once a year for vacation. (4) The abandonment by Tenant of the Demised Premises or the removal or attempted removal by Tenant, except in the ordinary course of business, of any goods or property from the Demised Premises without having paid and satisfied Landlord in full for all rent and other charges then due or that may thereafter become due until the expiration of the term of this Lease. (5) The insolvency of Tenant or the making of an assignment for the benefit of creditors, or the filing by Tenant of a petition in bankruptcy or a bill in - 17 - I , i equity or other proceedings for the appointment of a receiver for Tenant, or the filing against Tenant of such petition or bill which is not dismissed, or the commencement of such proceedings which are not discharged within forty-five (45) days, or the institution by Tenant of proceedings for reorganization or for the composition or arrangement with creditors under any state or federal law, or an assignment of this Lease by operation oflaw, or the sale or levy upon the real or personal property of Tenant by any sheriff, marshal or constable or other autho- rized officer. (b) I.anrll()T(I'~ Remerliec;;. Upon the occurrence of an Event ofDefauIt by the Tenant, in addition to any other rights or remedies that Landlord may have under this Lease or at law or in equity, Tenant covenants and agrees that Landlord shall have the following rights: (1) To accelerate the whole or any part of the 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 expenses 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. (2) To enter the Demised Premises and without further demand or notice proceed to distress and sale of goods, chattels and personal property there fOood, to levy the rent and/or other charges herein payable as rent, and Tenant shall pay all costs and officers' commissions, including watchmen's wages and sums chargeable to Landlord, and further including the five percent (5%) chargeable by the Act of Assembly as commissions to the constable or other person making the levy, and, in such case, all costs, officers' commissions and other charges shall immediately attach and become part of the claim of Landlord for rent, and any tender of rent without said costs, commissions and charges made, after the issuance of a warrant of distress, shall not be sufficient to satisfy the claim of Landlord. (3) To reenter the Demised Premises and remove all persons and all or any property therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law, or by force or othezwise, without being liable to indictment, prosecution or damages therefore, and repossess and enjoy the Demised Premises, together with all additions, alterations and improvements. Upon recovering possession of the Demised Premises by reason of or based upon or arising out of a default on the part of Tenant, Landlord may, at Landlord's option, either terminate this Lease or make such alterations and repairs as may be necessary in order to relet and/or operate the premises or any part or parts thereof, either in Landlord's name or otherwise, for as term or terms which may at - 18 - Landlord's optiqn be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease to such person or persons as may in Landlord's discretion seem best; upon each such reletting, all rents received by Landlord from such reletting shall be applied: first, to the payment of any costs and expenses of such reletting, including brokerage fees and attorney's fees and all costs of such alterations and repairs; second, to the payment of rent due and unpaid hereunder; and third, to the payment of any indebtedness other than then rent due hereunder from Tenant to Landlord; and the residue, if any, shall be held by Landlord and applied in payment of future rent as it may become due and payable hereunder. If such rentals received from such reletting during any month shall be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid montWy. No such reentry or taking possession of the Demised Premises or the making of alterations and/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such intention be given to Tenant. Landlord shall in no event be liable in any way whatsoever for failure to relet the Demised Premises or, in the event that the Demised Premises or any part or parts thereof are relet, for failure to collect the rent thereof under such reletting. Tenant, for Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord as its agent to collect the rents due and to become due under all subleases of the Demised Premises or any parts thereof without in anyway affecting Tenant's obligation to pay any unpaid balance of rent due or to become due hereunder. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. (4) To cure any default by Tenant at Tenant's cost. If Landlord at any time, by reason of Tenant's default, pays any sum or does any act that requires the payment of any sum, the sum paid by Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid shall be additional rent. (5) To terminate this Lease and the term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken, whereupon Landlord shall be entitled to recover, in addition to any and all sums and damages for violation of Ten ant's obligations hereunder in existence at the time of such termination, damages for Tenant's default in an amount equal to the amount of the rent reserved for the balance of the term of this Lease, as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, all and expenses herein agreed to be paid by Tenant, all discounted at the rate of nine percent (9%) per annum to their then present worth, less the fair rental value of the Demised Premises for the remainder of said term, also discounted at the rate of nine percent (9%) per annum to its then present worth, all of which amount shall be immediately due and payable from Tenant to Landlord. (6) If Tenant shall default in the payment of the rent herein reserved or in - 19 - the payment of any other sums due hereunder by Tenant, Tenant hereby authorizes and empowers any Prothonotary or attorney of any court of record to appear for Tenant in any and all actions which may be brought for said rent and/or said other sums and/or to sign for Tenant an agreement for entering in any competent court an amicable action or actions for the recovery of said rental and/or other sums; and, in said suits or in said amicable action or actions, to confess judgment against Tenant for all or any part of said rental and/or said rental and/or said other sums, including, but not limited to the amounts due from Tenant to Landlord under Article 30(b)(l), (2), (3), (4) and/or (5), and for interest and costs, together with any attorney's commission for collection of ten percent (10%). Such authority shall not be exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time to time as often as any of said rental and/or other sums shall fall due or be in arrears, and such powers may be exercised as well after the ex- piration ofthe initial term of this Lease and/or during any extended or renewal term of this Lease and/or after the expiration of any extended or renewal term of this LeaSe. (7) When this Lease and the term or any extension or renewal thereof shall have been terminated on account of any default by Tenant hereunder, and also when the term hereby created or any extension or renewal thereof shall have expired, it shall be lawful for any attorney of any court of record to appear as attorney for Tenant, as well as for all persons claiming by, through or under Tenant, and to sign an agreement for entering in any competent court an amicable action in ejectment against Tenant and all persons claiming by, through or under T errant and therein confess judgment for recovery by Landlord of possession of the Demised Premises, for which this Lease shall be its sufficient warrant; thereupon, if Landlord so desires, an appropriate writ of possession may issue forthwith without any prior writ or proceeding whatsoever, and provided that, if for any reason after such action shall ~ave been commenced, it shall be deter- mined that possession of the Demised Premises remain in or be restored to Tenant, Landlord shall have the right for the same default and upon any subsequent default or defaults, or upon the termination of this Lease or Tenant's right of possession as hereinbefore set forth, to bring one or more further amicable action or actions as hereinbefore set forth to recover possession of the Demised Premises as hereinbefore provided. (8) In any amicable action of ejectment and/or for rent and/or other sums brought hereon, Landlord shall first cause to be filed in such action an affidavit made by Landlord or someone acting for Landlord, setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be prima facie evidence, and, if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence) shall be filed in such suit, action or actions, it shall not be necessary to file the original as a warrant of attorney, any rule of court, custom or practice to the contrary notwithstanding. (9) No right or remedy herein conferred upon or reserved to Landlord is - 20 - j ~ i , ( intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity or by statute. (10) Tenant hereby waives and releases all errors and defects which may. intervene in the Landlord's exercise of any of its remedies hereunder, including the summary remedies. Tenant further waives the right of inquisition on any real estate levied on, and Tenant voluntarily condemns the same and consents to an immediate execution upon any judgment obtained by Landlord. Tenant also waives and releases all relief from any and all appraisement, stay or exemption law of any state now in force or hereafter enacted. Tenant waives any notice to quit required by any law now in force or hereafter enacted. (11) In case suit shall be brought for recovery of possession of the Demised Premises, for the recovery of rent or any other amount due under the provisions of this Lease; or because of the breach of any other covenant contained herein on the part of Tenant to be kept or performed, and a breach shall be established, Tenant shall pay to Landlord all expenses incurred therefor, including reasonable attorney's fees. ARTTl:LF. ~1 - namage or Oednu,tion (a) Notj~p' ofD::.m:lge:. If aD}': part of the Demised Premises shall be damaged or destroyed by fire or other casualty, Tenant shall give prompt notice thereof to Landlord. (b) f);:tm;:tgp. or np.~tmction to the f)f':mj~p'cJ Prf':mj~p'~. Subject to the requirements of Landlord's mortgagees: (1) If the Demised Premises or any portion thereof are damaged or destroyed by fire or other casualty but are llil1 hereby rendered wholly untenantable, Landlord shall, at its own expense and to the extent of Landlord's work as set forth in this Lease, cause such damage to be repaired. (2) If the Demised Premises shall be rendered wholly untenantable by reason of such occurrence, Landlord shall promptly, at its own expense, cause such damage to be repaired to the extent of Landlord's work, as set forth in this Lease; provided, however, Landlord shall have the right, to be exercised by notice in writing to Tenant within sixty (60) days from and after such occurrence, to elect not to repair or reconstruct the Demised Premises, and, in such event, this Lease shall cease as of the date of such notice, and Landlord and Tenant shall each thereupon be released from any obligation or liability thereafter accruing in respect of or arising out of this Lease. Except as herein provided, there shall be no obligation on Landlord to repair or rebuild in case of fire or other casualty. (3) Unless Landlord shall so terminate this Lease, T-enant shall promptly - 21 - t restore and replace all fixtures and improvements on the Demised Premises (except those included in Landlord's work), including, but not limited to those installed and made by Tenant, and shall apply the proceeds of all fIre and extended coverage insurance maintained by Tenant as required by this Lease to such restoration and replacement. (c) n~m~ge or Oestmc:tion to the Shoppine r.enter. (1) If, in the opinion of Landlord, the building of which the Demised Premises is a part, or if the Shopping Center is substantially damaged or destroyed by fire or other casualty (whether or not the Demised Premises are affected), Landlord may terminate this Lease by written notice delivered to Tenant within sixty (60) days after the dates of such occurrence. If Landlord does so terminate this Lease, Landlord shall be under no obligation to repair, restore or replace any part or all of the Shopping Center. (2) If this Lease shall be terminated as provided in this Article, Tenant shall surrender the Demised Premises within thirty (30) days after delivery of any notices oftermination, whereupon this Lease shall expire as though the date of such surrender were the date herein set forth for the expiration of the term hereof. (d) Rent A hMement. In the case of fire or damage, the rent shall be abated proportionately with the degree in which the Tenant's. use of the Demised Premises is impaired during the period of damage. If the Landlord repairs the damage, the abatement shall end five (5) days after notice that the Demised Premises have been repaired. ARTTrT.R 12 - Ha7artiOlls SlIhstances (a) Tenant shall not use the Demised Premises to treat, produce, store, handle, transfer, process, transport, dispose of or otherwise release any Hazardous Substances (hereinafter defined) on, from, or affecting the Demised Premises which has caused, is causing or could cause Contamination (hereinafter defmed). Tenant has not received any summon, citation, notice of violation, administrative order, directive, letter or other communication, written or oral, from any governmental or quasi-governmental authority concerning any intentional or uninten- tional action or omission on the part of Tenant with regard to Hazardous Substances on, from or affecting the Demised Premises. (b) Tenant covenants that the Demised Premises shall be kept free of any Hazardous Substance which is causing or could cause Contamination, and shall not be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce or process any Hazardous Substances which is causing or could cause Contamination. Tenant shall not cause or permit as a result of intentional or unintentional act or omission on the part of Tenant or any subtenant the installation of any Hazardous Substances in or on the Demised Premises or a release of any Hazardous Substances onto or from the Demised Premises or suffer - 22 - ~ I I the presence of any Hazardous Substances on the Demised Premises which in any case is causing or could cause Contamination. (c) Tenant shall comply with and ensure compliance with all applicable federal, state and local laws, ordinances, rules and regulations, with respect to Hazardous Substances, and shall keep the Demised Premises free and clear of any liens imposed pursuant to such laws, ordinances, rules and regulations. If Tenant receives any notice from any governmental authority with regard to Hazardous Substances on, from or affecting the Demised Premises, Tenant shall (i) immediately notify Landlord and any other person, governmental or quasi-governmental authority that Tenant is required to notify pursuant to any applicable law at such time as Tenant is aware of a release or a threatened release of a Hazardous Substances on, from or affecting the Demised Premises, (ii) immediately notify the Landlord at such time as an environmental investigation or clean-up proceeding is instituted by any person in connection with the Demised Premises, (iii) fully comply with and assist such environmental investigation and clean-up proceeding, (iv) promptly execute and complete any Remedial (hereinafter defined) actions necessary to ensure that no environmental liens or encumbrances are levied against or exist with respect to the Demised Premises, and (v) promptly, upon written request of Landlord, provide Landlord from time to time with an environmental site assessment or report, in form and substance satisfactory to Landlord. Tenant shall conduct and complete all investigations, studies, sampling and testing and all Remedial, removal and other actions necessary to clean-up and remove all Hazardous Substances on, from or affecting the Demised Premises in accordance with all applicable, federal state and local laws, ordinances, rules, regulations and policies and to the satisfaction of Landlord. rfTenant shall fail to take such action, Landlord may make advances or payments towards performance or satisfaction of the same but shall be under no obligation to do so; and all sums so advanced or paid, including all swns advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto including without limitation reasonable attorneys' fees, fines or penalty payments shall be immediately repayable by Tenant to Landlord and shall bear interest at the Prime Rate hereinbefore established from the date advanced or paid by Landlord until the date paid by Tenant to Landlord, and all sums so advanced shall be considered Rent. (d) For the purposes of this paragraph "Hazardous Substances" shall include without limitation any flammable explosives, radio-active materials, hazardous materials, hazardous wastes, hazardous or toxic substances, hazardous or toxic pollutant or related materials, asbestos or any material containing asbestos, or any other substance, mixture, waste, compound, material, element, product or matter as dermed by any Federal, state or local environmental law, ordinance, rule or regulation including without limitation the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (49 V.S~C. Sections 1801, etseq.), the Resource Conservation and Recovery Act (42 V.S.C. Sections 9601 et seq.), the Hazardous Materials Transportation Act, as amended (49 V.S.C. Sections 9601 et seq.), the Clean Water Act, as amended (33 V.S.C. Sections 1251 et seq.), the Clean Air Act, as amended (42 V.S.C. Sections 7401 et seq.), the Clean Streams Law, as amended (35 P.S. Section 691.101 et seq.), the Solid Waste Management Act, as amended (35 P.S. Sections 6801.101, et seq.), and in the regulations adopted and publications promulgated pursuant thereto any time. (e) Tenant agrees to defend, indemnify and hold Landlord hannless from and - 23 - against any losses, expenses, liabilities and claims arising from any breach or default by Tenant of its representations or obligations under this Article, including without limitation enforcing the obligations of Tenant under this Article and including without limitation reasonably attorney's fees. (f) The obligations and liabilities of Tenant under this Article shall survive the termination of this Lease. (g) For the purposes of this Article, the term "Contamination" shall mean the uncontained presence of hazardous substances on the Demised Premises or arising from the Demised Premises which may require Remedial Action under applicable law. (h) The term "Remedial" shall mean without limitation (i) the clean-up or removal of hazardous substances, (ii) such actions as may be necessary to monitor, assess or evaluate the release or threatened release of hazardous substances, (iii) the proper disposal or release of hazardous substances, (iv) the taking of such other actions as may be necessary to prevent, minimize or mitigate the damages caused by a release or threatened release of hazardous substances to the public health or welfare or to the environment ARTTrLF:H - F.minent nomain Subject to the requirements of Landlord's mortgagees: (a) Tot~ 1 (;oncJemn::ltion of the Demiseil Premises If all or a substantial portion of the Demised Premises is taken by or pursuant to governmental authority or by the exercise of right of eminent domain or by agreement between the Landlord and those authorized to exercise such right (all such procedures being collectively referred to herein as "a taking in condemnation"), the obligations of the Tenant accruing subsequent to such taking in condemnation shall cease and determine absolutely, and the Tenant shall surrender possession of the Demised Premises to Landlord as of the date title vests in the condemnor or, at Landlord's option, if permitted by applicable law, the obligation of the parties hereto shall continue in full force and effect as to all of the terms and conditions of this Lease until Tenant, by reason of an official order or direction of the condemning authority, vacates the Demised Premises. (b) ronilemnl'ltion of the ~hoppine r.enter. If any material part of either the building of which the Demised Premises are a part of or the Shopping Center shall be taken in condemnation (whether or not the Demised Premises shall be affected), Landlord, at Landlord's option, made by written notice given to Tenant within sixty (60) days after the date of such taking in condemnation, elect to treat such taking in condemnation as a taking in condemnation of the entire Demised Premises with the same effect as if the entire Demised Premises had in fact been taken. (c) roncJemnl'ltion AWMcJS. In the event ofa taking in condemnation of the Demised Premises, whether partial or total, or in the event that Landlord elects as above provided to treat a taking in condemnation as a taking of the entire Demised Premises: - 24 - ~ I " (1) Tenant hereby waives all claims against Landlord in connection with such taking, except as specifically provided in Article 33( d) entitled "Partial Con- demnation," and hereby assigns to Landlord all claims of any nature against the condemnor arising out of such taking, including, but not limited to all claims for loss of Ten ant's leasehold estate. (2) Tenant shall make no claim against the condemnor for the value of Tenant's leasehold estate. (3) Notwithstanding the foregoing, Tenant shall be entitled to the extent applicable law permits to claim against the condemnor for removal expense, business dislocation damage, moving expenses and delay compensation, if any, provided that such claim shall not reduce any award to Landlord. (d) P"rti"J r.onclp.mn::ltion. In the event of a condemnation of any portion of the Demised Premises, Tenant may elect to terminate this Lease by the effective date of the taking in condemnation. If this Lease continues after a partial taking in condemnation, the minimum rent payable hereunder shall be reduced from and after the taking of possession by the condemnor in the same proportion as the area, if any, of the Demised Premises taken bears to the area of the entire Demised Premises. ARTTrI,F,14 - Snhordination (a) Subject to the terms hereinafter set forth, this Lease and the estate hereby demised shall be and remain junior to any and all mortgages on the Demised Premises or the Shopping Center or any part thereof of which the Demised Premises constitute as part; provided, however, that: (I) So long as Tenant continues to pay the rent as in this Lease reserved and otherwise complies with the terms and provisions hereof: (i) The right of possession of the Tenant to the Demised Premises and the provisions and terms of this Lease otherwise shall not be affected or disturbed by mortgagee in the exercise of any of its rights under the said mortgage, or the bond or debt secured thereby or otherwise by law provided. (ii) In the event that the mortgagee comes into possession of or ownership of the title to the Shopping Center or Demised Premises by foreclosure of said mortgage, or by proceedings on the said bond, or otherwise, this Lease shall continue in effect and shall not be terminated by any of said proceedings. - 25 - ,. , (2) In the event that the Demised Premises are sold or otherwise disposed of pursuant to any right or any power contained in the said mortgage or the said bond, or as a result of proceedings thereon, the purchaser of said Demised Premises at such sale, or pay person acquiring title through or by virtue of said sale, shall become liable to perform all of the obligations of Landlord under this Lease, (3) This Lease shall be binding upon and inure to the benefit of mortgagee, owner and Tenant, and their respective heirs, executors, administrators, successors and assigns, except as otherwise expressly provided herein. (4) The foregoing provisions shall be self-operative, but Landlord agrees to attempt to secure the mortgagee's written contirmation thereof, as reasonably requested by Tenant. (b) Off<;e:t ~tMe:me:nt, Within ten (10) days after request therefor by Landlord or any mortgagee, a statement shall be required from Tenant, and Tenant agrees to deliver in recordable form a statement in writing to any proposed mortgagee or purchaser or lender or to Landlord, certifying (if or to the extent that such be the case) that this Lease is unmodified and in full force and effect, that Tenant has accepted the Demised Premises and is in possession thereof, that Tenant has commenced the payment of rent, that Landlord is not in default under this Lease and that there are no deticiencies or offsets to the Lease claimed by Tenant. (c) F:lihITP. of r.ompJi::mce:. If Tenant shall fail to comply with any of the terms of this Article or to execute any statement or agreement herein required within fifteen (15) days after written request from Landlord, Landlord may terminate this Lease by written notice to Tenant, whereupon the term shall expire as though the date of such notice were the date herein set forth for the expiration of the term hereof. A RTTC:T ,F, 15; - Relationship of Parties The relationship of the parties under this Lease is solely that of Landlord and Tenant and shall in no way be construed as a partnership, joint venture or other joint enterprise. ARTTrT ,F, 16 - Oefinitions (a) The word "Tenant" used in this Lease shall mean every person or party named as Tenant in this Lease. Any notice given as provided in this Lease shall bind all such parties, and it shall have the same force as if given to all of them. (b) The use of the neuter singular pronoun to refer to Landlord and Tenant shall be deemed a proper reference to either of them whether they be an individual, a corporation, a - 26 - , J i I ( partnership or any form of joint venture. A RTTrT ,F, 17 - Accord and Sati~faction No acceptance by Landlord of an amount less than the montWy rent and other payments stipulated to be due under this Lease shall be deemed to be other than a payment on account; of the earliest such rent or other payments then due or in arrears nor shall any endorsement or statement on any check or letter accompanying any such payment be affective to constitute an accord and satisfaction. Landlord may accept any check for payment by Tenant without prejudice to Landlord's right to recover the remainder of any rent or other payment then in arrears, and Landlord may pursue any other right or remedy provided in this Lease. No acceptance by Landlord of any payment of rent or other sum by Tenant shall be deemed a waiver of any of the obligations of Tenant under this Lease. A RTJrJ ,Ii: 1R - Quiet F,njoyment Upon payment of the rent and performance of all the other covenants, terms, conditions and provisions of this Lease on the part of the Tenant to be performed, Tenant shall peaceably and quietly hold and enjoy the Demised Premises for the term herein specified, subject nevertheless to all the covenants, terms, conditions and provisions of this Lease. Landlord will make every best effort to enforce quiet enjoyment of performance of other Tenant's not performing quietly Landlord represents that it is well seized of the land as outlined on Exhibit A and may legally enter into this Lease with Tenant. ARTTrT ,F, 19 - HoJdjn~ Over Any holding over after the expiration of the term of this Lease shall, at Landlord's option upon notice to Tenant, be construed to be a tenancy either from month-to-month or from year-to-year at the rent and other payments herein specified and shall otherwise be subject to the conditions, covenants and agreements of this Lease. If Tenant shall hold over after the termination of this Lease for any reason whatsoever, and Landlord has notified Tenant in writing that such holding over shall not be permitted, Tenant shall pay as liquidated damages and not as a penalty an amount equal to twice the monthly rent in effect for the last month of Ten ant's lawful OCcupancy prorated for the period during which such holding over continues. Nevertheless, the acceptance of such amount by Landlord shall be without prejudice to any other rights or remedies of Landlord at law or in equity or under this Lease. - 27 - I I A RTIrT.F, 40 - Recordine If requested by Tenant, Landlord, at Tenant's expense, shall prepare, have executed and promptly files a Memorandum of this Lease in the Recorder of Deeds Office of Cumberland County, Pennsylvania, and provide proof of such recording to the Tenant. Landlord's obligation is expressly conditioned on Tenant delivering to Landlord's attorney, to be held in escrow, a Memorandum of Termination of this Lease, executed and in record able form. ARTTrLR 41 - Oelays If either party to this Lease shall be delayed or prevented from the performance of any obligation hereunder (other than the obligation of Tenant to pay rent or additional rent or other charges when due) by reason of labor disputes, inability to procure materials, failure of utility service, restrictive govemmentallaws or regulations, riots, insurrection, war, adverse weather, Acts of God, or other similar cause beyond the control of such party, the performance of such obligation shall be excused for the period of delay. The provisions of this Article shall not excuse Tenant from the prompt payment of any sums payable under any of the provisions of this Lease. A RTIrJ.F, 42 - raptions The captions, section numbers, paragraph numbers and index appearing in this Lease are inserted only for convenience and shall not in any way affect the meaning or intent of any portion of this Lease. ARTTrLF, 41- Partial Invalidity and ronstrnction The sections of this Lease are intended to be severable. If any section or provision of this Lease shall be held to be unenforceable by any court of competent jurisdiction, this Lease shall be construed as though such section had not been included in it. If any section or provision of this Lease shall be subject to two constructions, one of which would render such section or provision invalid, then such section shall be given the construction which would render it valid. ARTlrLR 44 - !lindine Rffect (a) The provisions of this Lease shall extend to and be binding upon the parties hereto and their respective personal representatives, successors and assigns except that this provision shall not be construed as a consent by Landlord to any subletting or assigning by Tenant. (b) All liability of Tenant for the payment of rents or any other obligation shall - 28 - survive the expiration or sooner termination of this Lease. ARTT(;LR 45 - Arhitr9tion Any disagreement between the parties hereto, including any interpretation of the provisions of this Lease, shall be decided according to the rules set forth by the American Arbitration Association, and any decision handed down by said Association shall be fmal and binding and not subject to appeal. ARTT(;LF. 46 - Notice~ (a) All notices or demands required or permitted to be given or served under this Lease shall be deemed to have been given or served only if in writing forwarded by registered or certified mail, postage prepaid, return receipt requested, and addressed as follows: To Landlord at: WESLEY ASSOCIATES C/O Bennett Williams, Inc. . ili 135 North George Street, 4 Fl York, Pennsylvania 17401 To Tenant at: Custom Interiors of Camp Hill 5205 C Simpson Ferry Rd. Mechanicsburg, Pa 17050 (b) Such address may be changed by either party by notice delivered as above provided to the other party. If Landlord or any mortgage shall so request of Ten ant, Tenant shall sends such mortgagee a copy of any notice thereafter sent to Landlord. ARTTCLF. 47 - (;ommissions nne Real F.state Rroker The parties acknowledge that Colwell Banker Commercial Bennett Williams is the sole broker involved in this. Lease Agreement. Landlord and Tenant acknowledge that all commissions due Bennett Williams, Inc. and/or its agents are to be paid by Landlord, its heirs, executors, administrators, successors and assigns. The total commission due is 6 percent (%) of all gross annual rents for the primary term to be paid as collected byLandlord. - 29 - I f I ! ARTTf":LR 4~ - Rxhjhjt~ this Lease. The following attached Exhibits, initialed by the parties hereto, are deemed part of A - Site Plan B - Landlord's Responsibilities C - Addendum D - Restrictions To Shopping Center E - Personal Guaranty F - Sign Criteria ARTTf":T.R 49 - F.ntire Aereement This Lease and the Exhibits attached hereto set forth the entire agreement between the parties, and there are no other agreements, expressed or implied, oral or written, except as herein set forth. This Lease may not be amended altered or changed except in writing by both of the parties hereto. This Agreement shall be interpreted under the laws of the Commonwealth of Pennsylvania. ARTTf":T.R ~() - Security nepo~it Landlord hereby acknowledges receipt from Tenant of the sum equal to one (1) month's rental to be held by Landlord as security for the payment of rent and the performance of Tenant's other obligations under this Lease. Said deposit shall be returned to Tenant at the termination of this Lease if all Tenant's obligations hereunder are performed to the date of termination. If Tenant defaults in the payment of rent or in the performance or observance of any obligation on its part under this Lease, Landlord may apply the deposit to payment of rent in default or other money arrearage and/or to the damages and costs incurred by Landlord as a result of any default and/or to costs incurred by Landlord in rectifying and default and/or to the prepayment of minimum rent for any subsequent period of the term; and Tenant shall promptly thereafter restore the security deposit to the original amount above specified (except the extent the said sum is applied by Landlord to prepayment of minimum rent). The right of Landlord to apply the security deposit as above specified shall not be construed as a limitation upon Landlord's right to invoke any other remedy available under this Lease or at law or in equity for breach of this Lease, or to' collect the full amount of damages owing by Tenant on account of such breach. - 30 - - \ l I ARTTCLR 51 - Limitation Upon LandJorrl's Liahility Neither Landlord nor any principal of Landlord, whether disclosed or undisclosed, shall have any personal liability with respect to any of the provisions of this Lease or the Demised Premises, and, if Landlord is in breach or default with respect to Landlord's obligations under this Lease or otherwise, Tenant shall look solely to the equity of Landlord in the Demised Premises for the satisfaction of Tenant's remedies. A RTTCT.R 52 - Time of the Rssen('e Time is of the essence to each provision of this Lease. IN WITNESS WHEREOF, the parties hereto have executed this Lease on the day and year fIrst above written. WITNESS: LANDLORD: WESLEY ASSOCIATES ~~Jf7ALL/ By: ~~ David R. Schad, General Partner A ITEST (OR WITNESS): TENANT: Custom Interiors Of Camp Hill By: ~~ --J? Sharon Oakman, Owner - 31 - Exhibit "A" Site Plan - 32 - I . Exhibit "B" Landlord's Responsibilities Landlord's Responsibilities shall consist of the following: (a) Two demising walls to be constructed of20 gauge steel studs. (b) 5/8" Fireguard drywall applied to both sides of demising wall to roof deck. Taped, spackled and sanded with smooth finish to 10' high. (c) One (1) 5' X 5' Restroom with 10' High walls. (d) One (I) 36" X 6'-8" Hollow core door and restroom lockset supplied per restroom. (e) Rear wall is to be fmed out and 3/4" styrofoam insulation installed and 2" dry wall applied and finished up to 10' high. (f) Commercial grade fissured acoustical ceiling grid system to be installed (2' X 4' layin panels) with 32" insulation on top of ceiling. (g) Electrical to include the following (1) 200 Amp electric service (single phase). (2) One (1) general receptacle every 12' on two 20 amp circuits. (3) One (1) Fan/light combination on a single pole switch and receptacles in each restroom. (4) Eighteen (18) 2' X 4' (four tube) fluorescent troffer lights with two single pole switches in 20' wide stores. 27 lights same as above and three switches in 25' wide stores. (5) Wire from breaker panel to sign. (h) Plumbing to include the following: (1) One (1) standard white wall hung lavatory each restroom. (2) One (1) standard white water closet each restroom. (3) One (1) 6-Gallon hot water heater each restroom. (4) Copper water line to fixture. (5) No floor drain. (i) HV AC to include the following (1) One (I) HV AC unit (Design standard -- I-ton per 400 sq. ft. offloor space). (2) Insulated metal trunk lines with supply and restroom ceiling registers. (3) All ductwork connect to rooftop unit. (Supplied by owner.) (j) All store units 20' wide or 25' wide shall have the following: (1) One (1) 3' X 7' rear hollow metal door and jamb with panic hardware and door closure. - 33 - ~ I ! . . (2) One (1) glass storefront with insulated clear glass and one (l) 3' X 7' safety plate clear glass door with lock and door closure. (3) Exit signs (front and rear over doors). (k) Tenant is responsible for any of the following: (1) Painting (Interior) (2) Carpet (3) Vinyl floor tile (4) Vinyl base (1) Tenant is responsible for signing up for the following: (l) Electric service (2) Gas service (3) Water service (4) Telephone service (m) Landlord shall do the following: (1) Drawings for state and local permits (2) Pay for and pick up state and local permits - 34 - ~ I , , \ Exhibit "e" Addendum CJf^ ArJO A The total of contributions, Real Estate T~es and Insuranc~shall no! ~xceed $3.50 / S.F. for the initial term of the lease. ~ C(/})~j,~ ~~. /~ hJI.A-tIt.; Ad"-' - R~ S~ 0/ S:~ - 35 - Exhibit "D" RESTRICTION OF SHOPPING CENTER i) The Restriction. Subject to the conditions and exceptions mentioned below, Landlord agrees that during the original term of this lease, Landlord will not execute any lease for space within the Shopping Center with a tenant whose principal business activity is <(Use of Premises)). ii) C:onrlitions. The restrictions described above shall apply only as long as all of the following conditions exists: a) Tenant is occupying the Demised Premises doing business in the manner permitted by this Lease; b) Tenant has timely paid as due all rentals and other charges prescribed in this Lease; and c) Tenant has not been in default with regard to any obligations prescribed in this Lease. Upon the failure of one or more of the above conditions, the restriction upon the Shopping Center shall automatically cease and shall thereafter be of no further force or effect. iii) Rxceptions. The following exceptions apply to the restriction described above: a) The restrictions shall not apply to any existing tenants in the Shopping Center, nor shall it apply to renewals or extensions of leases which pre-date the date of this lease. b) The restriction shall not apply to any land located outside the present boundaries of the Shopping Center. c) If a court of competent jurisdiction or a governmental agency should determine the restriction to be illegal or unenforceable, or if Landlord and Tenant should agree in writing that the restriction is illegal or unenforceable, the restriction shall automatically cease and shall thereafter be of no further force or effect; moreover, Landlord and Tenant further agree that in such event the remainder of this lease will continue in full force and effect. d) If Landlord gives written notice to Tenant that a prospective tenant in violation of the restriction has requested that Landlord negotiate with it for space in the Shopping Center, then the restriction shall automatically cease and shall thereafter be of no further force or effect unless Terrant, within ten days after the delivery of Landlord's notice, agrees in writing to indemnify Landlord and hold Landlord harmless from all liability, legal actions (including, without limitation, court costs - 36 - I I I ; EXHIBIT E PERSONAL GUARANTY Wesley Associates(lCreditor"), has agreed to lease the premises within the Eastgate Plaza. the~ Custom Interiors of Camp Hill ("Debtor"), subject to the terms, rents, covenants and conditions set forth in the Agreement of Lease dated 23rd day of September, 2003 as the same may be extended, amended and/or supplemented from time to time (the "Lease"). The Creditor has undertaken to make this advance to Debtor in reliance upon, among other things, the security~ofthis Guaranty. Therefore, INTENDING TO BE LEGALLY BOUND HEREBY, and to induces the Creditor to make advances to Debtor, the undersigned Guarantors do hereby agree as follows: A The Guarantors hereby unconditionally guarantee to Creditor and its assignees the prompt and punctual payment of all amounts becoming due from Debtor from and after the date hereof: by acceleration on account of default, or otherwise, and the performance of all other obligations, including the obligations undertaken by the Debtor to the Creditor. The liability of the Guarantors under this Guaranty shall be limited to the terms and conditions as set forth in the Lease and any subsequent agreements relating to the Lease, plus interest, and may be enforced by Creditor or any subsequent assignee of this Guaranty. B. 1be liability of the Guarantors hereunder is absolute and unconditional and shall not be affected in any way by reason of any failure to pursue, repay or preserve any rights against any person or persons, or the lack of any prior enforcement of such rights. The Guarantors hereby waive any right to require any such prior enforcement, and the Guarantors agree that any delay in enforcing or failure to enforce any such rights shall in no way affect the liability of the Guarantors hereunder, even if such rights are thereby lost. C. The Guarantors hereby waive all notices whatsoever with respect to this Guaranty except for notice of demand for payment from the Guarantors; and Guarantors further waive notice of all other agreements, present and future, between Debtor and Creditor, including, but not being limited to notice of Creditor's acceptance hereof: and intention to act in reliance hereon, of their reliance hereon, of the amount, terms and conditions of the agreements between Creditors and Debtor and of any past or future defaults thereunder. The Guarantors hereby consent to the taking of: or failure to take, from time to time without notice to the Guarantors, any action of any nature whatsoever with respect to the agreements between Debtor and Creditor, including, but not being limited to any renewals, extensions, modifications, postponements, compromises, indulgences, waivers, surrenders, exchanges, and releases, and the Guarantors shall .remain fully liable hereon, notwithstanding any of the foregoing. The Guarantors hereby waive the benefit of all laws now or hereafter in effect in any way limiting or restricting the liability of the Guarantors hereunder, including, without limitation, (a) all defenses whatsoever to the Guarantors' liability hereunder except the defenses of (i) actual payment; and (iI) the performance of the other obligations by the Creditor under the agreements; and (b) all rights to stay of execution and exemption of property in any action to enforce the liability of the Guarantors hereunder. .... 1 D. In addition to all other liability of the Guarantors hereunder, the Guarantors also agree to pay on demand all costs and expenses (including reasonable counsel fees) which may be incurred in the enforcement of the agreements between Debtor and Creditor or the liability of the Guarantors hereunder, by Creditor or any assignee. No delay in making demand on the Guarantors for performance of payment of the Guarantors' obligations hereunder shall prejudice the right to enforce said performances or payment. E. The undersigned Guarantors further do hereby empower any attorney of any court. of record within the United States or elsewhere to appear for them, or either one of them, and after one or more declaration filed, confess judgment against them or either of them as of any term for all sums due hereunder, with costs of suit and attorney's commission of five (5%) percent fur collection and release of errors, and without stay of execution, and inquisition and extension upon any levy on real estate is hereby waived, and condemnation agreed to, and the exemption of personal property from levy and sale on any execution hereon is also hereby expressly waived, and no benefit of exemption be claimed under and by virtue of any exemption law now in force or which may be hereafter passed. F. This Guaranty is given in connection with and evidences the obligation of the undersigned to make payment in connection with a commercial transaction. G. In the event of any one or more of the provisions contained in this Guaranty shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Guaranty, but this Guaranty shall be construed as if such invalid, illegaL or unenforceable provisions bad never been contained herein. H. The liability of any Guarantor hereunder is not conditioned upon the liability of any other Guarantor. 1. The liability of each of the parties, which together are the Guarantors hereunder, shall be joint and several. 1. and vice versa. When the context so requires, the singular shall be substituted for the pluraL 1'. L L J. ,.l.JUU "..L...I...1J1.'-...L..J'-/.L, V.Ll u.'-&.J 'IV.&. , -'-' .....-, INTENDINq. ~0 BE LIf . \LL Y BOUND, and to bind the ex( +aTS, ~P--'inistrators, heirs, successors ant.. -->signs of thl, undersigned, as applicable, the Guarantv~;) have L .Jed this Guaranty : ~Olbe duly executed and delivered. WITNESS: ~~ W~ 7Zct tlwiMu /Jz/~~ 0-/ Cuy/ /IV ~ a. ;-~ ,4~-tnS~ ~~ .;04 ~ U /lJL/AA- tf/ );/ tVttl/\- L. o~~ (/-.Mltu0J jJ)~~ ~,' i. Exhibit "F" Signage RA~TWTNG Following letter shall all be non-illuminated and will be manufactured from #2418 Rohm & Haas plexiglas complete with : @ wide brownjewelite. All letters shall begin 2@ up from bottom os sign fascia, no letter to exceed l6@ in height, 2 lines of copy are permissible but both lines shall not exceed the l6@ height combined. When applying the letters on the sign panel there must be a margin of lO@ left and right. Landlord provides recessed lighting above letters for night time effect. Styles of letters may vary so long as they do not go beyond the specifications above. No logo boxes or outlines of images. SOUTH WING Whatever remaining space exists between the top of the awning and the top of the parapet wall shall be used for the signage. This measurement has not been determined at this point but is approximately 3'x6", all signage will be centered vertically between these points. No letters shall exceed 18" in height, if necessary to install two lines of copy the two lines combined shall not exceed 30" in height. The lettering must be 24" from adjoining tenants left and right. All lettering in this area shall be non-illuminated letters fabricated from Rohm & Haas dark brown plexiglas with y.." wide jewelite brown. No box type signs permitted. Landlord provides recessed lighting above letters for night time effect. Before proceeding with any signs tenant must submit drawings to the Landlord for approval. It is the tenant's responsibility to secure proper sign permits from the Township. .It will be the Landlord's responsibility to furnish directional signs for traffic as well as identification for the Shopping Center in general. Window signs are permissible providing they are vinyl and applied to window surface in good taste. Entrance door will be lettered, indicating store name and store hours. Letter style will be Helvetica, material will be white vinyl. Under Canopy Signs: 1 'x5' double face sign case and faces to be baked enamel aluminum, color bronze. Letter style will be Helvetica, material will be white vinyl. Lettering will be limited to store name. Sign frame and sign faces to be supplied by Landlord. Any changes in the above specifications without written approval will be considered a violation of the lease and dealt with accordingly. - 39 - Lx AlbJf L --. , U~/IU/U4 IO:LL; Jedax #192;Page 6/27 ~.' ESTOPPEL LEITER September 3,2004 RE; Confirmation of Lease Agreement for Eastgate Shopping CenteJ", Hampden Township, Cumberland County, Pennsylvania Ladies and Gentlemen: At rhe request of Wesley Associates ("Landlord") the undersigned hereby cercifies to you and agrees as follows recognizing that you will rely on the informacion contained herein: 1. The undersigned is the tenant under a lease with Landlord. as follows: Lease dated September 23,2003, and Occupies the premises demised hereunder. 2. The above lease as amended and/or assigned is in full force and effect and has not otherwise been amended, modified, supplemented- ot s.uperseded, and [ogether herewith constitutes the entire agreement between the undersigned and Landlord with respect to said premises. There is no other agreement (except for the agreements Contained herein) between the undersigned and the Landlord with respects to said premises or any other space at the above referenced property. 3. Neither the undersigned nor the Landlord is in default under the Lease. There is no defense, offset, claim or COUnterclaim by or in favor of the undersigned against Landlord under the Lease or against the obligation of the undersigned under the Lease. 4. The undersigned has not received notice and is nor aware of any prior transfer, assignment. hyporhecation or pledge by Landlord or any of the Landlord's interest in the Lease, except to you. 5. The monthly base rent of $933.33 due under the lease has been paid through September 30,.2004, and all additional rent due under rhe Lease has been paid through September 30, 2004. . 6. The-tenant has a security deposit of $933.33 deposited with the Landlord. 7. There are no actions, voluntary or otherwise, per.ding or, to the best knOWledge of [he undersigned, threatened against the undersigned under the bankruptcy, reorganization, morarorium or similar laws of the United States, any state (hereof or any other jurisdiction. 8. The undersigned has accepted possession, taken occupancy of. and is conducting operarions ae [he premises: the teon of the Lease has commenced; the I i I I #- "- .-.~~, JeOaX HI~~irage 1/27 undersigned has commenced rhe payment of rents for all space subject to the Lease; and the term of the lease is through December 31, 2008. 9. All work to be performed by Landlord under the Lease has bee:1 completed in accordance with the Lease and has been accepted by the undersigned and all reimbursements and allowance due to the undersigned under the Lease in connection with any work has been paid in full. 10. The Lease contains no first right of refusal, option to expand, option to terminate, or exclusive business rights, except as follows: None. 11. Tenant has not entered into any sublease, assignment or any other agreement transferring any of its interest in the Lease or the Premises except as foJIows: 12. Tenant has not generated, used, stored, spilled, disposed of, or released any hazardous substances at or in the Premises. "'Hazardous Substances" means any flammable, explosive, toxic, carcinogenic, mutagenic, or corrosive substance or any flammable. explosi ve, toxic, carcinogenic, mutagenic, or con'osive substance or Waste, including volatile petroleum products and derivatives and drycleaning solvents. To the best 6fTenam's knowledge, no asbestos 61' polychlorinated biphenyl ("PCB,,) is located at, or in the Premises. The term uHaZardous Substances" does not include those materials which are technically within the definition see forth above but which are contained in pre- packaged office supplies, cleaning materials or personal grooming items which are sold for consumer or commercial use and typically used in other similar buildings or space. Very truly yours, ::!lorswp~ Name: Sharon Oakman Title: Owner F:\daw.9313 - WESLEY ASSOCIATES\5766 .Gene(al\Oocumems\Custom IntGriors of Camp H~I.doc 913/C4 2; 14 PM ExAlbJ+ 1) ,~__I'V"loJ' LVVV oJ'Llrlft NO.H40 p. 7. LOAN NUl.IDER .c._, T1IIeExpreso SeI1Iemenl SY"e Printed09l17n004at 11:49S H. SEll\D.lENT AG,ENT: PlACe OF I. SETTlEMENTOATE: OF 100. GROSS.AMOUNT OUE FROU 101. CooIracl sales 102. Personal 103. Seu10menI III IlomJwer 1400 104. 105. S 400. GR08S AMOUNT DUE TO SELlEft 40 sales. cnON: Adi C. /\own laKes School T .... ...... fils for ~ .... in advance 091171041012/31104 . 09/17104 lllII3OI05 09111104 olmenlli lOr...". UI b _In adv8llC8 0llI111041012/31104 School T..... OllI1TI04IOO6I3OI05 0911710410 i 100. 108. 108. 110 111. 112. 120. GROSS AMOUNT DUE FROlol BORROWER 200. AMOUNTS PAlO BY OR ON 01' 201. '" 202. lITlOUnl 01 new Ioono 203. . taken III 204. 412. 01. GROSS AIIOUIlT TO SElLER . IU:llUCTlONS IN AM DUE TO SEllEft !lee 10""'" 1400 10 205. 502. _lell 503. Exis' s 504. olfSlO26210 bank 505. 01 COmm . Bank loan "II'!!! zoo. homeelile1721l_unill0;!. NT. 1726 201 homo 208. 1728 7n1l201......ol; 209. 21011 00m0 eI(e ; A ustmenIs for items 507. 508. 509. seller A 'U$lI8enla for- ileitis un seller au! 513. ~. 515. 516. 517. 518. 519. 029. TQT AI. RED\JCTI()N AMOUNT DUE SElLER 600. CASH AT SEtTlEMENT 10 OR. FROM SELLER 601. due 10 ~ 6U2. less roduc6on amotIll dUe SeIIet . , I eo3. CASH TO SELLER 441 ,,",$UlU1E~ 1fttell!UJM;$TAlERNn .....~~.........=r=-~ ...15.....~hW 10 ...1fftrlnMIl"--a.ntc.. w,.--::c::: 10 ~~~.~~7t:~~"~"'1&"""" ......._...N~...lt..Mt....,.....w. "'c~s-.ftttec ....., ::.::.'=~~~::;r:.~~':r~"~........~~-=",-=:-=:~~~~-=r:==rr~"'ll~ '11K:_-_-_,_"----=--.-_ .......C)sacNA'1UM1$I; I SEUSlfSJ NDif JIAIl.,Na ACORESS: lEuaq,.I'tfONf~ 1M) . {W) I fx.Alhi+ E- PINTZUK BROWN REALTY GROUP VIA CERTIFIED AND US MAIL October 5, 2005 Sharon Oakman, Guarantor Custom Interiors of Camp Hill 5205 Simpson Ferry Road Suite #3 Mechanicsburg, PA 17055 RE: NOTICE OF MONETARY DEFAULT Dear Sharon: lbis letter shall serve to notify you that your Lease Agreement dated September 23,2003 is in a State of Monetary Default The current balance on your account as of the date of this letter is $9,757.93. You must immediately make payment on this account or the Landlord will be forced to proceed with it's remedies under Article 30 (d) of the Lease Agreement which include acceleration of rent, dispossession and eviction, termination and legal proceeding for judgements of possession and money damages. Please also note that as of the date of this letter, the Renewal granted in Article 9 is no longer valid as you have not complied with a material term or condition of the Lease . If payment in full is not received by this office on or before October 15, 2005 we will be forced to turn this matter over to our attorneys and proceed with the Landlord's full rights in law and equity at your expense. I must also remind you that you are personally responsible for the obligations of your Lease Agreement Thank You, :z;: at 45 R. Christopher Datz, Director of Asset Management Services cc: Jon Sirlin, Esq Home Elite, Ltd 491 Old York Road, Suite 200 . Jenkintown. PA 19046 Office: 215-881-8980 . Fax: 215-881-8983 . Web: www.pbrginc.com OPINTZUK BROWN REALTY GROUP VIA CERTIFIED AND US MAIL February 3, 2006 Sharon Oakman, Guarantor . Custom Interiors of Camp Hill 5205 Simpson Ferry Road Suite #3 Mechanicsburg, P A 17055 RE: NOTICE OF MONETARY DEFAULT Dear Sharon: This letter shall serve to notify you that your Lease Agreement dated September 23,2003 is in a State of Monetary Default. The current balance on your account as of the date of this letter is $10,467.54. You must immediately make payment on this account or the Landlord will be forced to proceed with it's remedies under Article 30 (d) of the Lease Agreement which include acceleration of rent, dispossession and eviction, termination and legal proceeding for judgements of possession and money damages. If payment in full is not received by this office on or before February 15,2006 we will be forced to turn this matter over to our attorneys and proceed with the Landlord's full rights in law and equity at your expense. I must also remind you that you are personally responsible for the obligations of your Lease Agreement. Thank You, ~a~ R. Christopher Datz, Director of Asset Management Services CC: Jon Sirlin, Esq Home Elite, Ltd 491 Old York: Road, Suite 200 . Jenkintown, PA 19046 . Office: 215-881-8980 . Fax: 215-881-8983 . Web: www.pbrginc.com f I I f>z~}h}+ & ,)e,'.L'. LUUD IL:14~M / No.8140 P. 8 VIA CERTIFIED & REGULAR US MAIL July 11,2006 Sharon Oakman, Guarantor Custom Interiors of Camp Hill 5205 Simpson J.crry Road Suite 3 Mechanicsburg, P A I 70S 5 RE: NOllCEOFDEFAULT Sharon: This letter shall serve as fonnal notice of Monetary Default of the Leuse agreement dated September 23,2003. The current balance on your account as of the date of this lctter is S I 5.836.82. You must immediately make payment on this account or the Landlord will be forced to proceed with its remedies under Article 30 (b) of the Lease Agreement which include acceleration of Rent, dispossession and eviction, termination and legal proceeding for judgmcnts of possession and moncy damagcs. If payment in fidl is not received by this office on or before July 25, 2006 wc will tUnt this mattcr to our attorneys and proceed with the Landlord's full right~ in law and equity at your cxpense. I must also remind you that you are personally responsible tor the obligations of your Lease AgreemenL Thank You.. Mary Duffy, Asset Manager (" ... t;x ~ I b it f-I .)eV.LI. LUUO IL.\q.t'M No. tlll\.U t'. I p!NTZUK BROWN REALTY GROUP VIA CERTIFIED & REGULAR US MAIL July 14,2006 Sharon Oakman, Guarantor Custom Intcriors of Camp Hill 5205 Simpson Ferry Road Suite 3 Mecbanicsburg, P A 17055 RE: NOTICE OF DEFAULT Sharon: This letter shall serve as fonnal notice of Monetary Default of the Lease agreement dated September 23. 2003. The current balance on your account lIS of the date of this letter is$15~6.81. You must immediately make payment on this account or tbe Landlord will be forced to procced with its remedies under Article 30 (b) of the Lease Agreement which include ~celeration of Rent, dispossession and eviction, tennination and legal proceeding for judgments of possession and money damages. If payment ill full is not received by this office on or before July 24, 2006 we will turn this matter to our attorneys and proceed with the Landlord's full rights in law and equity at your expense. I must also remind you that you are personally responsible for the obligations of your Lease Agreement. Thank You, 6% Asset Manager 491 Old YOl'k Road. Suite 200 . lcokir. ., F' '. . Office: 215-881-K980 . I'ax; "215-881-8983 . l) """,,) ~; (~:,'::) 0 (..~::J ~ C:""" 11 ~ ___6( - ~ ~ ~ ~ ;l:. ~~ f:) (1) r'-v f{ ~ 8 ~ . 0 - f Q) ~ b 'D ~ . Cl) t 0 t7 [: ....;) ~ (I) ~ .:b ...... ~ .:a ~ t:... ..., .'-..fJ (:':., .~' .;;, 0..) FREY,PET~S,DEEB,BLUM & BRIGGS, P.C. BY: Frank G. Murphy, Esquire Christina M. Hughes, Esquire Identification Nos. 65886; 91635 1601 Market Street, 26th Floor Philadelphia, PA 19103 (215) 563-0500 HOME ELITE LTD., INC. and P.R. REAL ESTATE, LLC 491 Old York Road, Suite 200 Jenkintown, PA 19046 Plaintiffs, v. CUSTOM INTERIORS OF CAMP HILL AND SHARON OAKMAN 5205 Simpson Ferry Road, Suite 3 Mechanicsburg, PA 17055 Defendants. Attomeys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC COURT OF COMMON PLEAS CUMBERLAND COUNTY CIVIL ACTION - LAW Docket No. 06-6684 (Civil) PRAECIPE TO REINSTATE TO THE PROTHONTARY: Kindly reinstate the Civil Action Complaint in the above-captioned matter. By: Dated: /2/17/dfl I FREY, PETRAKIS, DEEB, BLUM & BRIGGS, P.C. J.D. Nos. 65886 91635 Frank G. urphy, Esquire Christina M. Hughes, Esquire 1601 Market Street, Suite 2600 Philadelphia, PA 19103 (215) 563-0500 Attorneys for Plaintiffs, Home Elite Ltd., Inc. and P.R. Real Estate, LLC r-...:> = <";:::> Cf"' Cl r" c-'J r....) (") :::;, -I L""I1 n1~ 9 ~ SHERIFF'S RETURN - REGULAR CASE NO: 2006-06684 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND HOME ELITE LTD INC ET AL VS CUSTOM INTERIORS OF CAMP HILL DAVID MCKINNEY , Sheriff or Deputy Sheriff says, the within 236 NOTICE was served upo to law, Cumberland County,Pennsylvania, who being duly sworn acco CUSTOM INTERIORS OF CAMP HILL the DEFENDANT , at 1052:00 HOURS, on the 8th day of Jan , 2007 at 155 WEST VINE STREET CAMP HILL, PA 17011 by handing to SHARON OAKMAN, ADULT IN CHARGE a true and attested copy of 236 NOTICE tog t er with COMPLAINT FOR CONFESSION OF JUDGMENT OF POSSESSION, REINSTATED and at the same time directing Her attention to the conten thereof. Sheriff's Costs: Docketing Service Postage Surcharge So Answers: 18.00 20.24 .39 10.00 .00 i))fJO 7 + ~ 48.63 ?~~~~<"~ R. Thomas Kline 01/09/2007 PETRAKIS DEEV BLUM BRIGGS Sworn and Subscibed to By: before me this day of A.D. I SHERIFF'S RETURN - REGULAR CASE NO: 2006-06684 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND HOME ELITE LTD INC ET AL VS CUSTOM INTERIORS OF CAMP HILL DAVID MCKINNEY , Sheriff or Deputy Sherif says, the within 236 NOTICE was to law, Cumberland County, Pennsylvania, who being duly sworn acc OAKMAN SHARON the DEFENDANT , at 1052:00 HOURS, on the 8th 2007 at 155 WEST VINE STREET CAMP HILL, PA 17011 by handing to SHARON OAKMAN a true and attested copy of 236 NOTICE tog her with COMPLAINT FOR CONFESSION OF JUDGMENT OF POSSESSION, REINSTATED and at the same time directing Her attention to the conte s thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge So Answers: IJH/b 1 ,-}v-. y/ 6.00 .00 .00 10.00 .00 16.00 17 1>~~~ R. Thomas Kline 01/09/2007 PETRAKIS DEEV BLUM BRIGGS Sworn and Subscibed to By: before me this day of A.D.