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HomeMy WebLinkAbout08-6314r 1 r 7 Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. . No. 019 - (031} CiY?I`T"pXw CIVIL ACTION - LAW CONFES$ION OF JUDGMENT FOR MONEY 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, I appear for the Defendant and Confess Judgment in favor of the Plaintiff ahd against Defendants as follows: Loan Number: 4000003366 Date of Note: 6/29/2007 Principal Sum $ 37,831.17 Interest through 10/22/2008: $ 1,802.79 Late Fees: $ 3,000.00 Dauphin County Mortgage Satisfaction Fee $ 28.50 Attorney's Commission at 110% $ 3.963.40 TOTAL $ 46,625.86 Plus additional accrued interest, attorneys' fees and cost to suit (Interest will continue to accrue as authorized by the Note) SAI SNeich FL WER LIN Q AY ?? Og Date: 6 By: ?.. ll L. Solomon, squire Supreme Court ID # 36031 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff .4L Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, V. Plaintiff M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants' : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. No. te-f, CIVIL ACTION - LAW COMPLAINT, CONFESSION OF JUDGMENT FOR MONEY Plaintiff files this Complaint pursuant to Pa.R.C.P. 2951(b) for Judgment by Confession and avers the following: 1. Plaintiff, G?aystone Bank, is a Pennsylvania corporation with its principal place of business at 112 Market Street, Harrisburg, Dauphin County, Pennsylvania. 2. Defendant, M.P.A. Properties, L.L.C. is a Pennsylvania limited liability company with its registered office address at 950 Walnut Bottom Road, Suite 15-114, Carlisle, Cumberland County, Pennsylvania, 17015. 3. Defendants, Mikhail & Saratoga Ocean, are husband and wife with a last known address of 118 Stdnehedge Drive, Carlisle, Cumberland County, Pennsylvania, 17055. 4. On June 29, 2007, Defendant, Mikhail Ocean, jointly and severally with M.P.A. Properties, L.L.C., O?omised to pay to Plaintiff any and all sums owing under a $180,500 Promissory Note for Loan No. 4000003366 in the manner set forth therein, and further promised to perform all covenants under a Business Loan Agreement, all as conditions further to a Loan froth Plaintiff to Defendant. Attached hereto as Exhibits "A" and "B" are true and correct re roductions of the instruments showing the Defendant's signature. 5. Plaintiff av rs that judgment is not being entered by confession against a natural person in connection with a consumer-credited transaction. 6. Plaintiff ha not confessed judgment against Defendants in any jurisdiction. 7. Defendants; have defaulted in their performance under the Promissory Note by failing to make regular monthly payments, and they have defaulted under the Business Loan Agr6ement and Commercial Guaranty in a manner that causes Plaintiff to believe the I. prospect of payment or performance of the Loan is impaired. 8. At the time of entry of judgment by confession, the following amount is due from Defendants,, Pringipal Interest AttoO,neys' Commission (io%) TOTAL $ 37,831.17 $ 3,961.73 $ 3.963.40 $ 46,625.86 Plus additional accrued interest, attorneys' fees and cost to suit (Interest will continue to Occrue as authorized by the Promissory Note) 9. Plaintiff is authorized to confess judgment against Defendants by Warrant of Attorney contained! in the Promissory Note. WHEREFORE, Plaintiff demands judgment against Defendant in the amount of $ 46,625.86 as authorized by the Warrant of Attorney appearing in the Promissory Note. Respectfully Submitted, SAIDIS, FLOWE & LI S Y Date: 6 V510 8 By: ?- ich el L. Solomon, Esquire Supreme Court ID # 36031 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff eXHIBIT "A" PROMISSORY NOTE Borrower: M.P.A. Properties, L.L.C. Lender: GRAYSTONE BANK 950 Walnut Batiom Road Linglestown Branch Carlisle, PA 17015 4045 Linglestown Road Harrisburg, PA 17112 Principal Amount: $180,500.00 Date of Note: June 29, 2007 PROMISE TO PAY. M.P.A. Properties, L.L.C. ("Borrows ") promises to pay to GRAYSTONE BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Eighty Thousand Five Hundred & 00/100 Dollars ($180,500.00), together with interest on the unpaid principal balance from June 29, 2007, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: Principal and interest are due and payable in 60 equ 1 consecutive monthly installments of $1,568.33 each, commencing on July 29, 2007 and ending June 29, 2012 (payment based on a 210-month amortization). From the date hereof until June 29, 2012 ("Initial Fixed Rate Period") interest shall be fixed at 8.40%. Thereafter, the interest rate shall be re-negotiated to a new fixed rate offered by Lender in its sole discretion land agreed to by Borrower), or the irate shall revert to Graystone Bank's Prime Rate (as defined in Variable Interest Rate below) plus 1.00%. After the Initial Fixed Rate Peri d and based on the subsequent change in interest rate, the monthly payment shall be changed to an amount sufficient to amortize the unpaid principal balance over the remaining amortization period of 180 months. Such payments shall begin July 29, 2012 and will continue until maturity. All unpaid principal together with any unpaid interest and late charges shag be due and payable at maturity, June 29, 2017!. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The interest fate to be applied to the unpaid principal balance during this Note will be at a rate of 1.000. percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Upon prepayment of this Noto, Lender is entitled to the following prepayment penalty: A prepayment fee will be charged if the Note is prepaid, In whole or in park, during the fixed rate period. The fee will be calculated at two percent (2%) of the principal amount prepaid. Except for the foregoing, Borro er mayj pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourtse% or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. If a payment is 15 days or more late, "Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no defeuIt. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event' of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or tol perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or, to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any ankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings: Commenceme t of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor f Borrower or by any governmental agency against any collateral:. securing the loan. This includes a garnishment of any of Borrower's amounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrow as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. (PROMISSORY NOTE Loan No: 4000003366 (Contifted) Page 2 Events Affecting Guarantor. Any of the preceding, events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revo es or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, L nder, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding "elve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender d fiems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after wing such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest i mediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pad someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expensed for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by low. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard tol its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicablq law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IPA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. SECURITY. All collateral (as herein defined) is security for this Note and any renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or futures indebtedness, obligations and undertakings (whether individual, joint, several, direct, contingent or otherwise) of the Borrower to or for the belnefit of Lender, whether arising directly to Lender under this Note or under any other agreement, promissory note or undertakings now existi?}g or hereinafter entered into by the Borrower to the Lender. The term "Collateral" includes all tangible and intangible property (i) described i , any mortgage, pledge, assignment or other security document separately executed in favor of Lender, and lit) in which a security interest has been granted to Lender pursuant to this Note. CROSS COLLATERALIZE/CROSS DEFAULT. This loan wil be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time them is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot a enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or'remedies under this Note wi?hout losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentme t, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such partie? agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or im air, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without th$ consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone othe than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for a y reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREB IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE C MMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALA CE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER ELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF. SUIT, AND AN ATTORNEY'S COMMISSION OF TEN P RCENT 00%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN Fl E HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FO SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTE IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, T SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BOR OWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESS( N OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDG ENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS. BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PROMISSORY NOTE Loan No: 4000003366 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED' THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: M.P.A;W?L BY: (Seal) -Whaill Ocean, or of M.P.A. Properties, L.L.C. LENDER: ?XHIBIT "B" BUSINESS LOAN AGREEMENT Borrower: M.P.A. Properties, L.L.C. 950 Walnut Bottom Road Carlisle, PA 17015 Lender: GRAYSTONE BANK Linglestown Branch 4045 Linglestown Road Harrisburg, PA 17112 THIS BUSINESS LOAN AGREEMENT dated June 29, $007, is made and executed between M.P.A. Properties, L.L.C. ("Borrower") and GRAYSTONE BANK ("Lender") on the following terms and conditions. Borrower has recalved prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or othed financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrow r understands and agrees that: (Al in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warm ties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shag be s jest to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agree i ent. TERM. This Agreement shall be effective as of June 29' 2007, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, includin principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to ter inate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lend r the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) assignments of life insurance; (6) guaranties; (7) together with all such Related Documents as Lender may require for the Loon; all in form and substance satisfactory to Lender and Lender's counsel, Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note. and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents anp instruments as Lender or its counsel, may require, Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the tirne of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Pennsylvania. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and! to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 950 WalnLt Bottom Road, Carlisle, PA 17015. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral, Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statute's, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or re4orded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, any performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and! do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of organization Ior membership agreements, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financia statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supp lied to Lender, Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and an instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obli ations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property ax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's prope 'as are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last ive (5) years. Hazardous Substances. Except as disclosed to and a knowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release ! or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any BUSINESS LOAN AGREEMENT Loan No: 4000003366 (Continued) Page 2 person relating to such matters. (3) Neither Borro er nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dis ose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environm ntal Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may geem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and 'waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, dams es, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agr ement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be a0ected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure"or otherwise. .Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no 'other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims,) or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment iof any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Linder in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the following: Tax Returns. As soon as available, but in no event later than ninety (90) days after the applicable filing date for the tax reporting period ended, Federal and other governmental telx returns, prepared by a certified public accountant satisfactory to Lender. Additional Requirements. Borrower shall also prtovide Lender with federal corporate income tax returns in the name of Telster Events, Inc. due within ninety (90) days from the end of'each fiscal year, All financial reports required to be provided under &s Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information.' Furnish such additional information and statements, as Lender may request from time to time. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amo nts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time tV time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least fifteen (15) days prior written notice to Lender. Each insurance policy also shall include an endorsement plroviding that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person) In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon reques of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5 the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and () the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an in ependent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cos of such appraisal shall be paid by Borrower. Life Insurance. As soon as practical, obtain and maintain life insurance in form and with Insurance companies acceptable to Lender on the following individual in the amount indicated below an J, at Lender's option, cause such insurance coverage to be pledged, made payable to, or assigned to Lender on Lender's forms. Lender, at its discretion, may apply the proceeds of any insurance policy to the unpaid balances of any Loan: Name / Title of Insured Amount Mikhail Ocean $500,000.00 Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of LendeY ? executed by the guarantors named below, on Lender's forms, and in the amounts and under the conditions set forth in those guaranties. Names of Guarantors Amounts Mikhail Ocean Unlimited Saratoga Ocean Unlimited Loan No: 4000003366 BUSINESS LOAN AGREEMENT (Continued) Page 3 Other Agreements. Comply with all terms and co ditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately 1 writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for the following specific purposes: purchase investment property at 219 State Street, Harrisburg, PA. Taxes, Charges and Liens. Pay and discharge when! due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of a ery kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and Oil lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Performance. Perform and comply, in a timely man er, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agr?ments between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agree ent. Operations. Maintain executive and managements personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent mannert Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental a thority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Bo, rower. Compliance with Governmental Requirements. C ply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct mf Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americas With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lends 's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surey bond, reasonably satisfactory to Lender, to protect Lender's interest. I Inspection. Permit employees or agents of Lende at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or au it Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borr war now or at any time hereafter maintains any records (including without limitation computer generated records and computer softw?a programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify su h party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. I Environmental Compliance and Reports. Borrower hall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional, action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the (conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in ny event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive,. letter or other communica ion from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part) in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. i Additional Assurances. Make, execute and delive? to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Se urity Interests. RECOVERY OF ADDITIONAL COSTS. If the imposition} of or any change in any law, rule, regulation or guideline, or the interpretation or application of any thereof by any court or administrative or governmental authority (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obl gations which would (A) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender (such additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment, which deknand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error. LENDER'S EXPENDITURES. If any action or proceedin is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) to a any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances nd other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All s ch expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred o paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, w Il (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment ayments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treats as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covenants and agr s with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Ligr oc (3) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. (1) Engage in any busin as activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, ac wire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) make any distribution with respect to any capital account, whether by reduction of . capital or otherwise. Loan No: 4000003366 BUSINESS LOAN AGREEMENT (Continued) Page 4 Loans, Acquisitions and Guaranties. (1) Loan, i0vest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any othPJr enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. Agreements. Borrower will not enter into any greement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any c mmitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lander shall have no obligation to mak Loan Advances or to disburse Loan proceeds if; (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes i competent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a maters 1 adverse change in Borrower's financial condition, in the financial. condition of any Guarantor, or in the value of any Collateral securing an Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any oth r loan with Lender. RIGHT OF SETOFF. To the extent permitted by applicabl law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This include all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any RA or Keogh accounts, or any trust accounts for which setoff would be .prohibited by law. Borrower authorizes Lender, to the extent permitte by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to! perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or tatement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrowers (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's e*istence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrowjer's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement or any f the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's a counts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrow r as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender ?ntten notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes) or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but hall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner s tisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. Right to Cure:. If any default, other than a default o Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the prece ing twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after receiving written notice from Lender demandin cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen 05) days, immediately in tiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all re sonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind o Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall b automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, i equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be ex rcised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election t make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a defaul and to exercise its rights and remedies. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time the a is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and pa able in full. A default in one loan shall constitute a default in all others. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement; Amendments. This Agreement, together with any elated Documents, constitutes the entire understanding and agrew%ent of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pa upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay t e costs and expenses of such enforcement. Costs and expenses include Lender's BUSINESS LOAN AGREEMENT Loan No: 4000003366 (Continued) Page 5 attorneys' fees and legal expenses whether or n +t there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate a 0y automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees nd consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more urchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purche ers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the L an, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any nd all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agr as that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan or will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. B?rrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a p rticipation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irresp ctive of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such pa ticipation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without!iregard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Borroweragrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or arty other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be grated or withheld in the sole discretion of Lender. Notices. Unless otherwise provided by applicable IsIW, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailod, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown shear the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notic'i to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to, keep Lender informed at all times of Borrower's current address. Unless otherwise provided by applicable law, if there is more than one! Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. SeverabrTity. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offend ng provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Ag?eement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect tl?e legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the forgoing however, under no circumstances shall this Agreement be construed_to require Lender to make any Loan or other financial accomm dation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Bor ower understands and agrees that in. making the Loan, Lender is relying on all representations, warranties, and covenants made t y Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Rel ted Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and c venants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall emain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and term shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the means gs assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: ' Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Loan No: 4000003366 I BUSINESS LOAN AGREEMENT (Continued) Page 6 Borrower. The word "Borrower" means M.P.A. Pra?parties, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest lwhatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No,. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42i U.S.C. Section 6901, at seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" men any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all !of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guara? tor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, ge eeated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense nd include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environment I Laws, The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof a d asbestos. Indebtedness. The word "Indebtedness" means they indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and cots and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. i Lender. The word "Lender" means GRAYSTONE BANK, its successors and assigns. Loan. The word "Loan" means any and all loan and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without] limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement om time to time. Note. The word "Note" means the Note executedlby M.P.A. Properties, L.L.C. in the principal amount of $180,500.00 dated June 29, 2007, together with all renewals of, extensions of modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; 12) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender n writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount wit respect to the net value of Borrower's assets. Related Documents. The words "Related Docume?nnts" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortdlagas, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafddller existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. i Security Interest. The words "Security Interest" can, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrane, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a sscu?ity device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BUSINESS LOAN AGREEMENT Loan No: 4000003366 (Continued) Page 7 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JUNE 29, 2007. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: M.P.A. PROPERTIES, L.L.C.' BY: (Seal) -Mikhail cean, Member of M.P.A. Properties, L.L.C. LENDER: XHIBIT "C" T DISCLOSURE FOR CONFESSION OF JUDGMENT Declarant: M.P.A. Properties, L.L.C.. 950 Walnut Bottom Road Carlisle, PA 17015 Lender: GRAYSTONE BANK Linglestown Branch 4045 Linglestown Road Harrisburg, PA 17112 DISCLOSURE THE UNDERSIGNED IS EXECUTING ON BEHALF OF PROMISSORY NOTE FOR $180,500.00 OBLIGATING I A. THE UNDERSIGNED UNDERSTANDS THAT THE NC LENDER TO ENTER JUDGMENT AGAINST DECLARANT DECLARANT AND WITHOUT OFFERING DECLARANT Al THE NOTE, BEING FULLY AWARE OF DECLARANT'S RI ANY JUDGMENT OR OTHER CLAIMS THAT LENDER 1 BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLI ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, ANC JUDGMENT AGAINST DECLARANT BY CONFESSION AS B. THE UNDERSIGNED FURTHER UNDERSTANDS THE DECLARANT WITHOUT ADVANCE NOTICE OR A HEAP LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENl EXECUTE ON THE JUDGMENT BY FORECLOSING UPC DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYI DECLARANT'S RIGHTS TO ADVANCE NOTICE AND JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES ANY MANNER PERMITTED BY APPLICABLE STATE AND C. AFTER HAVING READ AND DETERMINED STATEMENT THAT APPLIES, THE UNDERSIGNED CONFESSION OF JUDGMENT ANT, THIS DAY OF _ 20 ? A VT TO REPAY THAT AMOUNT. TE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING iHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF TAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON IENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. T IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST NG, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS 1Y OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO V, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING IENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF 1 HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE iECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH ITS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY bECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. AVV> 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: M.P.A. PROPERTIES, L.L.C. BY: (Seal) ik s ember of .A. Properties, L.L.C. L"m mo L-4. Vo. 0.30.00.00/ cow. wo-4 F-wo sawson-, no. 1007. 3007. An Nkh.IhrnM. • PA 0:1pO WCPALPL1030.PC 711.1200 PA" DISCLOSURE FOR CONFESSION' OF JUDGMENT Borrower: NI.P.A. NopaBes, L.L.C. Lender, mmysTONE BANK $60 Walnut Bottom Road Linglastown Branch Carlisle, PA 17015 4046 L n#utown Read Fgrrtrq, PA 17112 t?@Clarakit. SIIiFito9a Ocean 1 Is Stogyshed" Drive Carlisle, PA 17013 DISCLOSURE FOR CO E ION OF JUDGMENT 1 AM EXECUTING, THIS AY OF A GUARANTY` OF A PRY NOTE FOR _ $0 A7. $180.500.00 OKXIiATWO ME TO REPAY THAT A T. A. I UNDERSTAND THAT THE GUARANTY CONTAINS CONFESSION OF JUDGMENT PROVISION THAT WOULD POSIT LENDER TO EIIITER JUDGMENT AGAINST ME IN COURT, AFTER A DEFA ULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND MMOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST HE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEA RING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CL,"11I THAT LENDER MAY A"ERT AGAINST ME UNDER THE GUA RANTY, I AM KNOWINGLY, INTELLIGMTLY, AND VOLUNTARILY WAIVING TH ME MGM, INCLUDING ANY RIGHT TO ADVANCE NOTIC E OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S I:NTUM JUDGMENT AGAINST ME SY C AS PROVIDED FOR IN THE CONF MION OF JUDGMIT PROVOON. S. I FURTHM UNDERSTAND THAT IN ADDITION TO G ING LENDER THE RIGHT TO ENTER JUDOMEIT At ST NE WITHOUT ADVANCE NOTICE OR A HEARING. THE CONFESSION OF JUDGI ENT PROVISION IN THE GUARANTY ALSO CONTAM LAWUA6E THAT WOULD PERMIT LENDER, AFTER SNTRY OF JUDGMENT. AG N WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING. LEY ING ON, TAKING POSSESSION OF Oft OTHERWME BEAM MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECt G THE GUARANTY, B€Iri1G FULLY AWARE OF MY "RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT 13 ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY. INTELLIGENTLY AND VOLUNTARILY WAIVING THESE FIGHTS, AND 1 EXPR ESSLY AGREE AND CONSENT TO LENDS'S IMMF.OIATIELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICAB LE STATE AND FEDERAL LAW, WITHOUT GiIVW ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHI CH OF THE FOLLOWING STATEMENTS ARE APPLICABLE. BY MWUUJNG EACH STATEMENT THAT APPLWS, 1 `REPRESENT THAT- INITIALS 1. 1 WAS REPRESENTED BX MY OWN 2. A" REPRESENTATIVE OF LENDER SPE PENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. LLY CALLED THE CONFESSION OF JUDGRIIENTP 1 IN THE GUARANTY TO MY ATTENTION. j I CERTIFY THAT MY ANNUAL WCOME EXCEEDS $ D p 0,000: THAT THE BLAMIM IN TH S'INSCLOSURE WERE FILLED IN WHO I WITIAL D . AND SIGNED IT, AND THAT I fIECEIM A COPY AT TR E TIME OF SMNING. THIS DISCLOSURE IS GPJEN UNDER SEAL AND IT 131 WTV090 THAT THIS 131SCLO*UAE E AM SHALL CONSTITUTE AND 14AVE THE EFFECT OF A SEALED INSTRUMENT ACCORD" TO. W. 'GUARANTY BorrovMar: M.P.A. Ptapa dioo. L.L,C; 960 Waimn Bottom Road Cadlenk, PA 17015 Guahrantor SarstasN Ocaen 1113 Stenebedgie; Df(po CatSsiir.' PA 17613 COMINUING GUARANTEE OF PAYMENT AND PERFORM, guetantees full and punctual payment and satisfaction of Borrower's obligations under the Note and the Related IN Lender can enforce this Guaranty against Guarantor even pay the Indebtedness or against any collateral securing * will make any payments to Lander or its order, on demamA deduction or eountendeim, and wig otherwise perform B Guarantor's iiabRty is unlimited and Guarantor's obligatlon INDEBTEDNESS. The word "Indebtedness' as used in tht one or more times, accrued unpaid interest thereon and al arising from any and all debts, fiabNties and obligations individually or collectively or interchangeably with others, debts, overdraft indebtedness, eredit card ireebtednei agreements or foreign currency exchange agreements or and any present or future judgments against Borrower, fu or substitute these debts, NoWies and obligations wh acceleration; solute or contingent; k Odfated or unii*ft arising tram a guaranty or surety; secured or unsecure, instrument or writing; originated by Lender or another or trrensactions that may be voidable for any reason (su extingulshad and than afterwards irxxaased or reinstated. If tender presently holds one or more guaranties, or hem shell be cumulative. This Guaranty shall not (unless ape Guarantor's liability will be Guarantor's aggregate liability CONTINUING GUARANTY. THIS IS A 'CONTINUING G PUNCTUAL PAYMENT, PERFORMANCE AND SATiSFA HEREAFTER ARISING OR ACQUIRED, ON AN OPEN INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH REMAINING AND SUCCEEDING INDEBTEDNESS EVEN BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effi notice to Guarantor or to Borrower, and YAP continue in any notice of revocation shad have been fully and finery been performed in full. If, Guarantor elects to revoke revocation must be mailed to Lender, by certified mail, a Written revocation of this Guaranty will apply only to rm Fos this ptrrpos/ and without limitation, the term 'no, revocation is contingent, unkquidited, undetermined or purpose and wfthedrt imitation, "now Indebtedness" do revocation incurred under a commitment that became t the Indebtedness. This Guaranty than bind Guarantor incepsebty, regardless of Lender's actual notice of Guar legal representative may terminate this Guaranty in the Release of any other guarantor or termination of any o Guaranty. A revocation Lender receives from any one Guaranty. It is arrtiapated that fluctuations may occur spec'dicsyy aeknowledgaa and sprees that reductions I termination of this Guaranty. This Guaranty is binding Indebtedness remains unpaid and even though the indab GUARANTOR'S AUTHORIZAT10N TO LENDER. Guise demand and without lessening Guarento+'s fiabiRty undo one or moreadditional secured or unsecured loans v additional' credit to Borrower; (B) to alter, compromise, or other terms of the Indebtedness or any part of Indebtedness; extensions may be repeated and may be this Guaranty or the indebtedness. and exchange, enfom or without the substitution of naw co9ateral; (D) to re endorsers, or otter guarantors on any terms or in an payments and credits shall be made on the lndobtedne without limitation, any nor*Aicisl sale permitted by the may determine; Ili) to sall, transfer, assign or grant Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTI agreements of any kind have been made to Guarantor executed at Borrowar's request and not at the request (D) the provisions of this Guaranty do not conflict wit header: GRAAYSTONE BANK Linoostown Breach 4046 Lido w(n Road tlardsibuM PA 1+7112 WCE. Far good and valuable eanridoret(on, Guarantor absolutely and unconditionally the Indebtedness of Borrower to Lender, and the performance and discharge of all euments. This is a guaranty of payment and performance and not of collection, so when Lender has not exhausted Lender's remedies against anyone else obligated to h Indebtedness, this Guaranty or any other gut mty of the Indebtedness. Guarantor In legal tender of the United States of America, in same-day funds, without set-off or rrower's obligations under the Note and Related Documents. Under this Guaranty, d are continuing. Guaranty means all of the principal amount outstanding from time to time and at any collection costa and legal expenses related thereto peronitted by law, attorneys' fees, it every nature or form, now existing or hereafter arising or acquired, that Borrower ewes or wig owe Lender. `Indebtedness' irx*xIes, without Nmitatim, loam. advances, r, lease obligations. liabilities and obligations under any interest rats protection :ommodity price protection agreements, other obligations, and liabilities of Borrower, ire advances, loans or transactions that renew, extend, modify, refinance, consolidate ther: voluntarily or involuntarily incurred; dus or to become due by their terms or hied; determined or undetermined; direct or indirect; primary or seaondaryin nature or joint or several or joint and several; evidenced by a negotiable or non-negAtlablo others; barred or unenforceable against Borrower for any reason whatsoever; for any :h as infancy, insanity, ultra vires or otherwise); and originated titers reduced or fter receives additional guaranties from Guarantor, Lender's rights under all guaranties ;Ificslly provided below to the contrary) effect or invaiidau any such other guars sties. under the terms of this Guaranty and any such other unterminsted guaranties. JARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND ;TION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE 3UARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO :t when received by Lender without the necessity of any eacepIlanee by Lender, or any fun force until all the Indebtedness incurred or contractod bef6ra receipt by Lender of aid and satisfied and all of Guarantor's other obligatiom under d* Guaranty stall hove this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of Lender's address Hued above or such other piece as Lender may designate in writing. i Indebtedness seated after actual recelnt by Lender of Guarantor's written revocation, v Indebtedness" does not include the Indebtedness which at the time of notiea of not cite and which later becomes absolute, nquidated, determined or due. For tulle as not include all or part of the Indebtedness that is. incurred by Borrower prior to rndkmg before revocation, any renewals, extensions, substitutions, and modifications of s estate as to the Indebtedness create both before and after Guarentor's death or ntor's death. Subject to the foregoing, Guarantor's executor or oda0lstrator or other same manner In which Guarantor might have terminated it and with the sane effect'. her guaranty of the indebtedness shall not affect the liability of Guarantor under this w more Guarantors shah not effect the liability of any remaining Guarantors under this n the aggregate amount of the Indebtedness covered by this Guaranty. and Guarantor the amount of the Indebtedness, even to zero dollars ($0.001, chaff not constitute a upon Guarantor and Guarantor's heirs, successors and assigns so gong as any of the adness may from time to time be zero dollars 1$0.00). tor authorizes Lender, either before or after any revocation herwf, without notice or this Guaanty, from time to tine. (Al prior to revocation as set forth above, to make Borrower, to lease equipment or other goods to Borrower, or otherwise to extend renew, extend, accelerate, or otherwise change one or more times the time for payment he Indebtedness, including increases and decreases of the rate of Interest on the for longer than the original Ioan term; iC) to take and hold security for the payment of ;e, waive, sthbordhete, fail or decide not to perfect. and release any such security, with save, substitute, agree not to we, or deal with any one or more of Borrower's suretisa, manner Lender may choose; IE) to determine how. when and what application of ,s; (F) to apply such security and direct the order or manner of sale thereof, including terms of the conteolling security agreement or deed of trust, as Lender In its discretion wticipations in all or any part of the Indebtedness; and (H) to assign or transfer this I. Guarantor represents and warrants to Lender that (A) no repres rotations or 'dch would limit or qualify in any way the terms of We Guaranty; (8) this Guaranty Is Lender: (C) Guarantor has full power, right and authority to enter into this Guaranty; at result In a dolovit under any agreement or other instrument binding upon Guarantor COMMERCIAL GUARANTY Loam No: 4000003366 (Continued( Pop 2 and do not result in a violation of any lour, regulation, c datcrea w order applicable to Guarantor; (E) Guarantor has riot and wN not, without the prior written consent of Lander, sell, least, assign, nCUmb , hypothecate, transfer, or otherwise dispose of a8 or substantiality all of Guarantor's assets, or any interest thsnln; (F) upon L 'a ragwat, Guarantor win provide to Lander financial and credit information in form acceptable to Lender, and all such fierancial inforrnsm:2 h eurrant4y has been, and all future financial information which will be provided to Lander rs and will be true and correct in ap material is and fairly present Guarantor's financial condition so of ft dotes the financial intormatlon is provided; (G) no malarial adverse chsng? has occurred in Guarantor's finances condition since the date of the most recent financial statements provided to Lender and no event Into occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative procaedi or similar action (including those for unpaid tames) against Guarantor is pending or threatened; (1) Lamar has made no representation to G for as to the creditworthiness of Borrower; and W) Guarantor has established adequate means of obtaining from Borrower on a contim&V basis information rsgerding Borrower's Wisitu la) condition. Guarantor afire" to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarsrmor's risks under this Guaranty, and Guarantor further agrees that Lander shah have no obigation to disclose to Guarantor any information or docunwU acquirwd by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor ag?tas to furnish Lander with the following: Annual Statements. As soon as avanable, but in no vane later than ninety (90) days after the and of each fiend year, GusraMOr's bslanae. sheet and income statement for the year ended, prep?rsd by Guarantor. Tax Returns. As soon as available, but in no event ater than ninety (90) days after the applicable filing data for the tats reporting period anded,'Federal end other governmental tax returns, prepared by Guarantor. All financial reports requited to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent bssis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by ap icable law, Guarantor waives any right to require Lender (A) to continue landing money or to extend other credit to Borrower; (B) to ke any presentment, protest, demand, or notice of any kind, including notice of anyy nonpayment of the Indebtedness or at any nonpayment sated to any collateral, or notice of any action or nonaction on the pmt of Borrower, Lender, any surety, endorser, or otter guarantor in conr tion with the indebtedness of in connection with the creation of new or mWitional loans or obligations; (C) to resort for payment or to pr directy or at ones against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral id by Lender from Borrower, any other guarantor, or any COW person; (E) to give notice of the terms, time, and place of any public or priv to sale of personal property security hold by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy win Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect any matter whatsoever. Gowentor also waives any and all rights or defenses d on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent lender from bringing any action, including a claim for deficiency, against Guaran , before or after Lender's eomrtencemern or completion of any foreclosure action, either Judicially or by exercise of a power of sale; (8) any election of remedies by Lander which deatroya or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to oceed against Borrower for reimbursement, inckxkV without limitation, any toss of rights Guarantor may suffer by reason of any low li ' , qualifying, or dlsehargling the Indebtedness; (C) any disability at other defame of Borrower, of any other guerarttor, or of arty other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other that payment in full in legal tender, of the Indebted ; (D) any right to claim discharge of the Indebtedness on the basis of unjustified it krnent of any collateral for the Indebtedrinw, IN ny statute of ("imitations, if at any time any action or suit brought by Lender asst Guarantor is commenced, there is outstandi tg Indebted toss which is not barred by any applicable statute of imitations; or (F) any defenaas given to guarantors at law or In equity other than aau 1 payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, the Indebtedness and thereafter Lender Is forced to remit the amount of that peynrrsmt to Borrower's trustee in bankruptcy or to any similar rson under any federal or state bankruptcy law or law for fits rafaf of debtors, the indebtedness than be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further weivas and agrees not to assert or claim at any alma any deductions to the amount guaranteed undoer"Guaranty for any claim of setoff, counterclaim, counter demand, racouprlnent or similar right, whether such claim, demand or right may be essarted by fie Borrower; the Guarantor, or troth. GUAR XTOWS UNDfc7iSTANDHIG WITH RESPECT TO AIVERS. Guarantor warrants end agrees that each of the wavers set forth above Is made with Guarantor's full knowledge of tts significance and consequences and that, under the cirnutmatattees, the waivers era reasonable and not contrary to pubic policy or Jaw. If any such waiver determined to be contrary to arty applicable law or public policy, such waiver shall ba affective only to the extent permitted by low or public Icy. RlOW OF SETOFF. To the extent permitted by appb able low, Lender reserves a right of setoff In all Guarantor's accounts with Lender (whether checking. savings, or some other account). is Includes all accounts Guarantor holds jointly with someone also and err accounts Guarantor may open in the future. However, this does tinclude any IRA or Keogh accounts, or any tent account: for which setoff would be prohibited by low. Guarantor authorizes Lender, to the Want permitted by applicable tow, to hold these funds If there is a default, and Lender may apply the funds in these accounts to pay what Guar ntor owes under the terms of this Guaranty. SUBORDWATION OF BORROWER'S DEBTS TO GUAPJ NTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter ciested, shall be superior to soy calm that Guarantor y now have or hereafter acquire against Borrower, whether or not Borrower becomes inrsoNent. Guarantor hereby expressly subordinates an claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against B ower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit* creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of bath Lander and Guam or shall be paid to Lender and shall be first applied by Lender to the indebtedness. Guarantor does hereby asaign to LaMar all claims h it may have or acquire against Borrower or ag"t any assignee or trustee in bankruptcy of Borrower; provided however, that such a signmant shall be effective only for the purpose of assuring to Lender fun psymatt in legal tender of the Indebtedness. ff Lender so requests, any notes or credit agreements now or heresfter evidencing arty debts or obligations of Borrower to Guarantor shall be marked with a legend that the same, are subject to this Guaranty and ties be delivered to Lander. Guarantor agrees, and Lender is hereby suthafted, in the name Guarantor, from time to time to flit financing statements and condmmatlon staamsmts arid to execute documents and to take such other acti is as Lender deems necessary or appropriate to perfect, preserve and atforos its rights under this Geer". MISCELLANEOW PROti!ISltfetS. The following miscalls taus provisions are a part of this Guaranty: df ArnendrnsntaThis Guaranty, together with any Waited Documents, constitutes the entire understanding and agraltnnsnt of tow partiesas to the rnetwo; set forth In this Guaranty. No site 'on of or amendment to this Guaranty shall be effective unless given in t+witirdl:ratrd signed by the party or parties sought to be charged or bound by the alwatim or amendment. COMMERCIAL GUARANTY Loan No: 40OM3366 Monttnued) Pegs 3 Attorneys' Fees. Expanses. Guatentor agrees to pay upon demand all of Lender's costs and expenses, including gander's attorneys' fees and Lender's k%si experm", Incurred in connection w ith the enforcement of this Guaranty. Linder may We or pay someone else to help enforce this Guaranty, and Guarantor shell pay the costs and expenses of such enforcement, Costs and expenses include Lender's attorneys' fees and legal expenses whether of not Owe is a lawsuit, kwkwwq attorneys' fuss and legal exrsnaes for bankruptcy precoodngs iinok,ding efforts to modity or vacate a automatic stay or injurnodon), appeals, and o ny anticipated poaqudgmenrt collection services. Guarantor alto shall pay all court costa and such additional fees as may be directed by the court. Caption Maoidinpa. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Govening Law. This Guaranty wig be governed by alone) law applicable to Lender and, to Vw extent not preansptird by Ifederad low, the laws of the Commonwealth of Ponrw# aada without rd to its owflIcts of law provisions. Choke of Vence. If there is a lawsuit, Guarantor- roves upon Lender's sparest to submit to the jurfsdictioh of the courts of Douphiin County, Commonwealth of Pennsylvenis. Integration. Guarantor further agrees that Guaranto r has read and fully understands the terms of this Guaranty: Guarantor has had the opportunity to be advised by Gu cantor's attorney h respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions end porol' evidence is not required to interpret the terms of thi Guaranty. Guarantor hereby indemnities and holds Lender harmless from off losses, claims, damages, end costs (including Lender's atior ye' fees) suffered or incurred by Lander as a result of any breach by Guarantor of the werraemies, representations and agreements of this agraph. baserprention. M as cases where there is more the one Borrower or Guarantor, them all words used in this Guerenty in the akpuler shah be deemed to have been used in the plural where context and construction so require, and where there is more than one Borrower. named In this Guarenty or when this Guaranty executed by more than one Guarantor, the words 'Borrower' and "Guarantor" respectively shall man all and any one or more of t em. The words "Guarontor," "Borrower," and "Lander" include the heirs, successors, assigns, and transferees of each of them. If a cost finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this G aronty will not be wild or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision V Guaranty may be found to be invalid of unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerrshi , limited liability companies, or aimilar entities, it is net necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on. their behalf, and any indebtedness made or crested reliance upon the professed exorcist of such powers shell be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable to w, any notice required to be given under this Guaranty. shalt be given in writing, and, except for revocation notices by Guarantor, shelf effective when actually delivered, when actually racefved by tekfaetimde (unless otherwise required by tawl. when deposited with nationally recognized overnight oourier, of. If melted, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown now the beginning of this Guaranty. All revocation notices by Guarantor shall be In wr' ing and shall be effective upon delivery to Lender as provided In the section of this Guaranty entitled "DURATION OF GUARANTY." An party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the of the notice is to change the party's address. For notice ,purposes, Guarantor egresa to keep Lender informed at all times of G men's current address. Unless otherwise provided by applicealafow, it there is more than one Guarantor, any notice given by Lander to a y Guarantor is deemed to be notice given to all Guarantors. Me Waiver by Lander. Lander shah not be deemed have waived any rights under this Guaranty unless such waiver is given at writing said tignod by Lender. No delay or omission on the pa of Lender in exercising any right shol operate as a welver of such right or any other right. A waiver by Lander of a provision of this Gu shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other pr ' of this Guaranty. No prior waiver by Lander. nor any course of dealing between Lender and Guarantor, shall constitute a waiver of y of Lender's rights or of any of Guarantor's obiigations as to any future transactions. whenever the consent of Lander is required under t is Guaranty, the granting of such consent by Lender in My Instance AM not constitute continuing consent to subsequent instances where ouch consent is required and In an cases such consent may be granted or withheld in the salt discration of Lender. lk=ossors and Assigns.' The terms of this G uaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successwa, wW assigns, end shag enforceable by Lender and its successors and assigns: Waive Jury. Lander and Guarantor hereby wolvs- a to any jury trial in any scUM,-proceeding. or counte dolm brought by ifGW Lander on auarantor agaonst the ovier. CROSS COLLATERALIZEICROSS iI@i=AULT. This loan w ii be ercw"oilaterelizedicross defiwlted with all other totes from Borrower, or any of Borrower's related entities, to Lender. If at any time a is a default under this low,.el fens will be egad in default and all outstanding amounts under the loans will be Immediately due and Pa in full. A default in one loan shag constitute a default in all others. MF M TXM. The following capitalized words and to shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, aN references to feller amounts mean amounts in lawful money of the Untgtf States of America. Words and farms used in the :irhgtiiar shits) include the plural, and the plot shat include the singular, as the context may require. tNa?ote and terrrrs not otherwise defined in this Guaranty shag have the meanings attri , to such terms in the Uniform Commetciai Code: Borrower. The word "Borrower" means M.P.A. its, L.L,C. and includes all co•slpters and co-makers signing the Note and off the successors and assigns. QAAP. The word *GAAr warrens generally accept i d accounting princpies. Guarantor: The word "Guarantor" moons everyone signing this Guaranty, including without limitation Saratoga Ocean, end in each case, any signer's successors and assigns. Guaranty. The wind 'Guaranty' means this guar y from Guarantor to Lender. tndebtednowThe word "Indebtedness" raasans rowees Indebtedness to Lender ere rnxne perdcutarly described in this Guaranty. Leraler. The word "Lender" means GRAYSTONE NK, Its succussurs and assigns. Nate. The word 'Note' means and includes wi Hminstton all of Borrower** promissory, noM andlor credit apreentaltta Borrower's loon obiipationne in favor of Lender, with oil renewals of, extensions of, modgaNdons of, refinwncings of, consolidations of and substitutions for promissory notes or credit reements. Related Oootaaethts. The words 'RefataKf ti s" mean all pronhfasory' notes, credit agreements, loan agnernents, sawironmMtiai agreements, qusrantlee, security ogreamente, m daede,of trust, security dish colistsrN mortgages, and el other instruments, COR# r-RCIAL GUARANTY Loan No. 40ON03366 (Continued) Pap 4 agmements and docunWOU, wtWJmr now at heraa existing, oxecuted in connection with #w ux4btrdnmm. CONFESSION OF JUDGR111101T. GUARANTOR IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE C ALTN OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER COME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE NCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LEWDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, A ND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%I OF THE UNPAID PRINCIPAL BALANCE Ate ACCRUED INTEREST FOR CO LLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 18800) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE ECUTIONS MAY ISSUE IMMEDIATELY: AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT ALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHA LL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TUE AND AT ALL TIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY, GUARANTOR HEREBY WAIVES ANY RIGHT GUA Y HAVE.TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THA REPRESENTATIVE OF LENDER SPECOICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTEN S ARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDEI"NED GUAAAN'tOA ACKNOWLED G READ ALL THE PROVIgiQrwtr>< OF THIS GUARRANTY AND AGNEW TO ITS TER MS. IN ADOiTIOM. EACH QUARASTOR UND HAT THIS GUARANTY IS EFFECTIVE UPON GUARAN79 $ EXECUTION ANON THAT DELIVERY OF THIS GUARANTY TO LEN IER ANO WILL CONTINUE UNTIL TWINATIED IN THE MAMER SET FORTH GUARANTY W THE SECTION TITLED "DURATION OF GUARANTY". 0 FORMAL ACCEPTANCE BY LEPER IS I ECUSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS GATED JUNE 29, 2007 THIS GUARANTY 19 GIVEN UNDER SEAL AND IT IS NNTi THAT THE GUARANTY IS Am SHALL CONlffT4TtITE AND HAVE THE EFi?CT OF A SEALED INSTRUMENT ACCORDING TO LAW. u mi. Mt Ji"Y;Aiww1. N 1.? 11M M M3 5 W Y t .eT Ql "C Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants'. No. CIVIL ACTION - LAW Notice of Defendant's Rights TO: M.P.A. Properties, L.L.C. 950 Walnut Bottom Road Suite 15-114 Carlisle, PA 17015 A judgment in the amount Of $46,625.86 has been entered against you and in favor of the Plaintiff without any prior noti or hearing based on a Confession of Judgment contained in a written agreement or other page allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date of which this Notice is served on you. You may have legal rights Ito defeat the judgment or to prevent your money or property from being taken. YOU MUST FI E A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE ITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON Y U OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR I'I' TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WIl H INFORMATIN ABOUT HIRING A LAWYER. IF YOU CANNOT AFFOR TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFOR ITON ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSO S AT A REDUCED FEE OR NO FEE. id County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 C ° p r _ cz? C-9. --? N M-37 `=s rr cn n \ Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, : IN THE COURT OF COMMON PLEAS Plaintiff : CUMBERLAND COUNTY, PENNA. V. No. D$- b31q Civil (rinK M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants : CIVIL ACTION - LAW NOTICE UNDER RULE 2058.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights TO: Saratoga Ocean 118 Stonehedge Drive Carlisle, PA 17013 A judgment in the amount of $46,625.86 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a Confession of Judgment contained in a written agreement or other papeO, allegedly signed by you. The sheriff may take your money or other property to pay the judgments at any time after thirty (30) days after the date of which this Notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE THIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON Y U 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 Wl1 H INFORMATIN ABOUT HIRING A LAWYER. IF YOU CANNOT AFFOR TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFOR ITON ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSO S AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 r,a :e' ?-, ?J? ??' ., ? ?? rn Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants TO: Mikhail Ocean 118 Stonehedge Drive Carlisle, PA 17013 . No. o8 - (o3Iq ?u ?1-C?rn1 CIVIL ACTION - LAW A judgment in the amount df $46,625.86 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a Confession of Judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date of which this Notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FI E A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE THIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON Y U OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATIN ABOUT HIRING A LAWYER. IF YOU CANNOT PROVIDE YOU WITH I SERVICES TO ELIGIBLE TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO ITON ABOUT AGENCIES THAT MAY OFFER LEGAL S AT A REDUCED FEE OR NO FEE. Cum erland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 c x w cn Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants] IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. No. of - (o$t q (.:wt lTearwt CIVIL ACTION AFFIDAVIT OF NON-MILITARY SERVICE i I, Michael L. Solomon, Enquire, being duly sworn according to law, hereby affirm that to the best of my knowledge, Mikhail Ocean is not currently serving in the United States Military, nor in any State for Territory thereof or its allies, as defined in the Soldiers' and Sailors' Civil Act of 1940 and the amendments thereto. Mich el L. Solomon, Esquire Sworn to and subscribed Before me this 23,14 day of c2c-I?Q? , nary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Yvonne Sersch, Notary Public Qwv Hill Bom, Cumberland County f*y Commission Expires Feb. 1, 2012 Member. PennsAvanla Association of Notaries C? ° -,j o ar m p ma w C.n Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, V. IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNA. . No. 08 . la3t'? C iv j tficrr. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants CIVIL ACTION AFFIDAIII'IT OF NON-MILITARY SERVICE I, Michael L. Solomon, Esquire, being duly sworn according to law, hereby affirm that to the best of my knowledge, Saratoga Ocean is not currently serving in the United States Military, nor in any State oTerritory thereof or its allies, as defined in the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto. lkj? /1 c)L t. Michael L. Solomon, quire Sworn to and subscribed Before me this-33rd day of , 0oT. Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Yvonne Sersch, Notary Public Camp Hill Boro, Cumberland County My Commission Expires Feb. 1, 2012 Member, Pennsylvania Association of Notaries ;p a! q j:7 ' to CA Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. . No. O$- (osiy (toil err. Defendants : CIVIL ACTION - LAW Certification 1 hereby certify the precise last known addresses of the parties are as follows: Defendants: Mikhail Ocean 118 Stonehedge Drive Carlisle, PA 17013 M.P.A. Properties, L.L.C. 950 Walnut Bottom Road Suite 15-114 Carlisle, PA 17015 Plaintiff: GRAYSTONE BANK 112 Market Street Harrisburg, PA 17101 Sworn to and subscribed Before me this day of Cactol9?.??, a r Public Saratoga Ocean 118 Stonehedge Drive Carlisle, PA 17013 IR DSAY By: Michael L. Solomo , Esquire Supreme Court ID # 36031 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 COMMONWEALTH OF PENNSYLVANIA Notarial seal Yvonne Sersch. Notary Public Camp Hill Boro, Cumberland County My Commission Expires Feb. 1, 2012 Member, Pennsylvania Association of Notaries j °z - Q P.T C 3 cl? C c.n r Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, V. Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. . No. (? - (p31? ?iv?1 ?errh M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Oceo: n, Defendants CIVIL ACTION - LAW NOTICE OURSUANT TO 42 Ps.C.S. 6 2737.1 Please take notice that t e Plaintiff in this matter has entered judgment by confession against you in the a ount of $ 46,625.86. You are entitled to a petition to "strike" or "open" the judgment. In order to do so, you must promptly file a petition with the Court of Common Pleas of Cumberland County, Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. Any such petition can be filed with the clerk or Prothonotary at the courthouse in Carlisle, Cumberland County, Pennsylvania. A petition is a formal st must include the names of the which is shown above. The judgment in separate numbere sworn statement at the end c petition are true and accurate. your petition to strike or open. issues and defenses in your claims. Cement of your basis for challenging the judgment. You iarties at the top of the first page and the case number, 3etition must state your reasons for challenging the paragraphs. You have to sign the petition and include a the document verifying that the facts you state in the 'ou will waive any defense and objections not included I ou must therefore make every effort to raise all possible etition to strike or open in order to avoid waiving any If you elect to file a petition, you must meet the requirements of Rule 2959 of the Rules of Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to comply with local rules of procedure in effect in the county where the judgment was entered. If you do not file a petiti n challenging the judgment, the Plaintiff may take steps to collect on the judgment by sking the Sheriff to seize your assets. Accordingly, you should immediately seek the dvice of an attorney. If you wish to discuss the matter with an attorney but do not know how to find one, you may request a referral by contacting the following agency: Cum erland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 Corporations may be unable to represent themselves in court. If the defendants include a corporation, the corporation must appear through an attorney if it intends to challenge the judgment. You may receive other p pers and notices regarding the judgment. Those other papers do not negate or overrid this Notice. Likewise, this Notice is not intended to and does not negate any of the noti s or information obtained in other papers that may be served upon you. We reiterate that you are required to act promptly if you wish to seek relief from the judgment. Under certain circumstances, you have only thirty (30) days in which to file a petition after papers are served on you. Even if the thirty (30) day rule does not apply, you must act promptly in order to protect your interest. Failing to act in a timely manner will render you unable t challenge the judgment at a later time. If you were incorrectly i entified and judgment was entered against you in error you may be entitled to collect cost and reasonable attorney's fees as determined by the Court. 1^1%jro-4 ?Ao(??' By: Michael L. Solomon, squire Attorney for Graystone Bank C'? b ?+tr ? c C` fio .? Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, V. Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. . No. ?b • (o3I? M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants CIVIL ACTION - LAW NOTICE OURSUANT TO 42 Pa.C.S. 6 2737.1 Please take notice that the Plaintiff in this matter has entered judgment by confession against you in the aount of $ 46,625.86. You are entitled to a petition to "strike" or "open" the judgment. In order to do so, you must promptly file a petition with the Court of Common Pleas of Cumberland County, Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. Any such petition can be filed with the clerk or Prothonotary at the courthouse in Carlisle, Cumberland County, Pennsylvania. A petition is a formal st must include the names of the which is shown above. The judgment in separate numbere sworn statement at the end c petition are true and accurate. your petition to strike or open. issues and defenses in your claims. cement of your basis for challenging the judgment. You >arties at the top of the first page and the case number, Detition must state your reasons for challenging the paragraphs. You have to sign the petition and include a the document verifying that the facts you state in the 'ou will waive any defense and objections not included I ou must therefore make every effort to raise all possible etition to strike or open in order to avoid waiving any If you elect to file a petiti n, you must meet the requirements of Rule 2959 of the Rules of Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to comply with loc I rules of procedure in effect in the county where the judgment was entered. If you do not file a petiti n challenging the judgment, the Plaintiff may take steps to collect on the judgment by sking the Sheriff to seize your assets. Accordingly, you should immediately seek the dvice of an attorney. If you wish to discuss the matter with an attorney but do not k ow how to find one, you may request a referral by contacting the following agency: nd County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 Corporations may be unable to represent themselves in court. If the defendants include a corporation, the corpo ation must appear through an attorney if it intends to challenge the judgment. i You may receive other p pers and notices regarding the judgment. Those other papers do not negate or overrid this Notice. Likewise, this Notice is not intended to and does not negate any of the noti s or information obtained in other papers that may be served upon you. We reiterate that you are required to act promptly if you wish to seek relief from the judgment. Under certain circumstances, you have only thirty (30) days in which to file a petition after papers are served on you. Even if the thirty (30) day rule does not apply, you must act promptly in order to protect your interest. Failing to act in a timely manner will render you unable t challenge the judgment at a later time. If you were incorrectly Identified and judgment was entered against you in error you may be entitled to c Ilect cost and reasonable attorney's fees as determined by the Court. B y: Mich el L. Solomon, squire Attorney for Graystone Bank j D err, Z-4 t r> N -1 Fri ?, 33 n c C1'7 I? Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, : IN THE COURT OF COMMON PLEAS Plaintiff : CUMBERLAND COUNTY, PENNA. V. No. D$ - (031 l? wi l ?+eat-w? M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants) : CIVIL ACTION - LAW NOTICE OURSUANT TO 42 Pa.C.S. 6 2737.1 Please take notice that t e Plaintiff in this matter has entered judgment by confession against you in the amount of $ 46,625.86. You are entitled to a pet" ion to "strike" or "open" the judgment. In order to do so, you must promptly file a petit on with the Court of Common Pleas of Cumberland County, Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. Any such petition can be filed with the clerk or Prothonotary at the courthouse in Carlisle, Cumberland County, Pennsylvania. A petition is a formal st must include the names of the which is shown above. The judgment in separate numbere sworn statement at the end c petition are true and accurate. your petition to strike or open. issues and defenses in your claims. cement of your basis for challenging the judgment. You iarties at the top of the first page and the case number, 3etition must state your reasons for challenging the paragraphs. You have to sign the petition and include a the document verifying that the facts you state in the 'ou will waive any defense and objections not included I ou must therefore make every effort to raise all possible etition to strike or open in order to avoid waiving any If you elect to file a petiti n, you must meet the requirements of Rule 2959 of the Rules of Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to comply with local rules of procedure in effect in the county where the judgment was entered. If you do not file a petiti n challenging the judgment, the Plaintiff may take steps to collect on the judgment by sking the Sheriff to seize your assets. Accordingly, you should immediately seek the ?dvice of an attorney. If you wish to discuss the matter + a `? with an attorney but do not k ow how to find one, you may request a referral by contacting the following agency: Cumoerland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 Corporations may be un ble to represent themselves in court. If the defendants include a corporation, the corpo ation must appear through an attorney if it intends to challenge the judgment. You may receive other p pers and notices regarding the judgment. Those other papers do not negate or overrid this Notice. Likewise, this Notice is not intended to and does not negate any of the noti s or information obtained in other papers that may be served upon you. We reiterate that you are required to act promptly if you wish to seek relief from the judgment. Under certain circumstances, you have only thirty (30) days in which to file a petition after papers are served on you. Even if the thirty (30) day rule does not apply, you must act promptly in order to protect your interest. Failing to act in a timely manner will render you unable t challenge the judgment at a later time. If you were incorrectly Identified and judgment was entered against you in error you may be entitled to c Ilect cost and reasonable attorney's fees as determined by the Court. B v? Y• Micha L. Solomon, squire Attorney for Graystone Bank 4 6 rn Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants TO: M.P.A. Properties, L.L.C. j 950 Walnut Bottom Road) Suite 15-114 Carlisle, PA 17015 : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. No. M-&31q Gjtl lerft CIVIL ACTION - LAW NOTICE Pursuant to Pa.R.C.P. 26, you are hereby notified that judgment by confession has been entered against you in the above-captioned matter. P thono Date: /o/ay/ag IF YOU HAVE ANY PLAINTIFF'S COUNSEL AT DNCERNING THIS NOTICE, PLEASE CONTACT AND PHONE NUMBER ABOVE. .. ? .?. Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNA. V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants No. 08 - 6314 C,- Y;t TV V, CIVIL ACTION - LAW NOTICE TO: Mikhail Ocean 118 Stonehedge Drive Carlisle, PA 17013 Pursuant to Pa.R.C.P. 2* you are hereby notified that judgment by confession has been entered against you io the above-captioned matter. P thonota Date: t%y/o8 IF YOU HAVE ANY QUESTIONS CONCERNING THIS NOTICE, PLEASE CONTACT PLAINTIFF'S COUNSEL AT THE DDRESS AND PHONE NUMBER ABOVE. Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, V. Plaintiff M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga C Defendants] TO: Saratoga Ocean 118 Stonehedge Drive Carlisle, PA 17013 : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. No. 08 (oily CIVIL ACTION - LAW NOTICE Pursuant to Pa.R.C.P. 236, you are hereby notified that judgment by confession has been entered against you i; the above-captioned matter. P honota l Date: /o i IF YOU HAVE ANY QUE TIONS CONCERNING THIS NOTICE, PLEASE CONTACT PLAINTIFF'S COUNSEL AT THE ADDRESS AND PHONE NUMBER ABOVE. k? ? November 21, 2008 Civil Action 08- Civil Term 6'31 i Graystone Bank, Plaintiff V. MPA Properties, LLC, and Mikhail Ocean and Saratoga Ocean Defendants Defendant's Response to Civil Action The following is the Defendants response to each of the numbered items in the original complaint. 1. Of Civil Complaint - Defendant ADMIT 2. Of Civil Complaint - Defendant ADMIT 3. Of Civil Complaint - Defendant ADMIT 4. Of Civil Complaint - Defendant DENY 5. Of Civil Complaint - Defendant DENY 6. Of Civil Complaint - Defendant ADMIT 7. Of Civil Complaint - Defendant DENY 8. Of Civil Complaint - Defendant DENY 9. Of Civil Complaint - Defendant DENY 1 ?V-D6 P DATE // 0'? ?/- () 1; P DATE e6E,INITDnAAVNTT, MPA Properties, LLC By Member, Mikhail Ocean EFEND , Mikhail Ocean and Saratoga Ocean, by Mikhail Ocean :` ? ? _ ? _,?. " w? ? r` _?.? -, , . -., - ,_ . _ ? ,.? :_, -Ye