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HomeMy WebLinkAbout08-6316Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff V. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. No. CB- (o3,(0 ON" ler M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants, : 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 and against Defendants as follows: Loan Number: 4000003369 Date of Note: 6/29/2007 Principal Sum $ 179,088.03 Interest through 10/22/2000: $ 13,708.89 Late Fees: $ 3,000.00 Prepayment 2%/60 Mos. $ 3,581.76 Dauphin County Mortgage Satisfaction Fe $ 28.50 Attorney's Commission at 10% $ 19.279.69 TOT41- $ 218,686.87 Plus additional acc ed interest, attorneys' fees and cost to suit (Interest will con inue to accrue as authorized by the Note) SAID S FL WER LI D Y Date: O 3 d?3 By: ' .tit JC, P. ? c- Michael L. Solomon, Esquire Supreme Court ID # 36031 2109 Market St., Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff 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 ?? (0 3 M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants : 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 4ounty, Pennsylvania, 17015. 3. Defendants4 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., p omised to pay to Plaintiff any and all sums owing under a $150,000 Promissory Note fo Loan No. 4000003369 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 from Plaintiff to Defendant. Attached hereto as Exhibits "A" and "B" are true and correct reproductions of the instruments showing the Defendant's signature. 5. On June '29, 2007, Defendant, Saratoga Ocean, jointly and severally with M.P.A. Properti s, L.L.C., promised to pay to Plaintiff any and all sums owing under a $150,000 Prom ssory Note in the manner set forth therein, and further promised to perform all covenants under a Commercial Guaranty, all as conditions further to a Loan from Plaintiff to Defendants. Attached hereto as Exhibits "C" is a true and correct reproduction of the Instrument showing the Defendant's signature. 6. Plaintiff avers that judgment is not being entered by confession against a natural person in connection with a consumer-credited transaction. 7. Plaintiff has not confessed judgment against Defendants in any jurisdiction. 8. 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 Agrieement and Commercial Guaranty in a manner that causes Plaintiff to believe the, prospect of payment or performance of the Loan is impaired. 9. At the time of entry of judgment by confession, the following amount is due from Defendantsy Principal Interest Late Fees Prep yment 2%/60 Mos. Daup in County Mtg. Sat Fee Attor eys' Commission (m) TOTAL $179,088.03 $ 13,708.89 $ 3,000.00 $ 3,581.76 $ 28.50 $19.279.69 $218,686.87 Plus additional accrued interest, attorneys' fees and cost to suit (Interest will continue to accrue as authorized by the Promissory Note) 10. 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 $218,686.87 as authorized by the Warrant of Attorney appearing in the Promissory Note. Respectfully Submitted, SAIDISI FL WE &?N S? Date: 0 2 4o S By: J, Mich I L. Solomon, Esquire Supreme Court ID # 36031 2109 Market St., Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff XHIBIT "A" ISSORY NOTE Borrower: M.P.A. Properties, L.L.C. Lender: GRAYSTONE BANK 950 Walnut Bottom Road Linglestown Branch Carlisle, PA 17015 4045 Unglestown Road Harrisburg, PA 17112 Principal Amount: $150,000.00 Date of Note: June 29, 2007 PROMISE TO PAY. M.P.A. Properties, L.L.C. ("Burro??++or") promises to pay to GRAYSTONE BANK ("Lender"), or order. in lawful money of the United States of America, on demand, the principal stunt of One Hundred Fifty Thousand & 00/100 Dollars ($150,000.00) or so much as may be outstanding, together with interest on the unpaid ott?Mtatanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. i PAYMENT. Borrower will pay this loan in full irnmedi tally upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginni g August 1, 2007, with all subsequent Interest payments to be due on the some day of each month after that. Unless otherwise agreed or quired by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then, o any unpaid collection costa. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the an ual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal alance 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 ender 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 hhnge will not occur more often then each day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 1.250 percentage points over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voiu ary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a rtion 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 of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borr war agrees not to send Lender payments marked "paid in full", "without recourse", 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 t 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 die uted amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. If a regularly scheduled interest payme t is 20 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever is greater. If Lender d mands payment of this loan, and Borrower does not pay the loan in full within 20 days after Lender's demand, Borrower also will be charge either 10.000% of the sum of the unpaid principal plus accrued unpaid interest or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including allure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin ("Default Rat Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no dsfalult. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in affect at the tir!'a judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required by applicable low, declare the entire unpaid principal balance under this Note and all accrued unpaid iiinterest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limit under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, inckxfing attorneys' fees, expens s for bankruptcy proceedings (including efforts to modify or vacate any automatic stay lew.lunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by 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 fade I law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard its conflicts of law provisions. This Note has been accepted by Lander 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 applica law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includ all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permittby applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing by Borrower or by an authorized person. All oral requests hag be confirmed in writing on the day of the request, on forme ameptable to Lender. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower agrees to be liable for all sums either: (A) advanced i accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal stance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer rint-outs. SECURITY. All collateral (as herein defined) is security f r this Note and any renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or futur indebtedness, obligations and undertakings (whether individual, joint, several, direct, contingent or otherwise) of the Borrower to or for the nefit of Lender, whether arising directly to Lender under this Note or under any other Loan No: 4000003369 " PROMISSORY NOTE (Continued) Page 2 agreement, promissory note or undertakings now exi ting or hereinafter entered into by the Borrower to the Lender. The term "Collateral" includes all tangible and intangible property (i) describ d in any mortgage, pledge, assignment or other security document separately executed in favor of Lender, and 00 in which a security interest ha been granted to Lender pursuant to this Note. ANNUAL REVIEW. The Lender will review the Note predicated on the performance of the company and/or CROSS COLLATERALIZE/CROSS DEFAULT. This loan Borrower's related entities, to Lender. If at any time t amounts under the loans will be immediately due and r SUCCESSOR INTERESTS. The terms of this Note i successors and assigns, and shall inure to the benefit ( GENERAL PROVISIONS. If any part of this Note cann enforcing any of its rights or remedies under this Note this Note, to the extent allowed by law, waive presents Note, and unless otherwise expressly stated in writinS endorser, shall be released from liability. All such par loan or release any parry or guarantor or collateral; or any other action deemed necessary by Lender without this loan without the consent of or notice to anyone o1 are joint and several. If any portion of this Note is fo other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HER PROTHONOTARY OR CLERK OF ANY COURT IN THE FOR BORROWER AFTER A DEFAULT UNDER THIS N AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BA ALL AMOUNTS EXPENDED OR ADVANCED BY LENDI OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN COLLECTION, BUT IN ANY EVENT NOT LESS THAN MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND I BE SUFFICIENT WARRANT. THE AUTHORITY GRAN' EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. SC HEARING IN CONNECTION WITH ANY SUCH CONFER SPECIFICALLY CALLED THIS CONFESSION OF JUI REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ 40D UNDERSTOOD ALL THE INTEREST RATE PROVISIONS. BORROWER AGREES To THE TERMS OF THE NOTE. PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE 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. PROPERTIES, L.L.C. By' (Seal) (khan Ocean, er of P. . Properties, L.L.C. LENDER: annually for renewals and extensions; such renewals and extensions to be granted dividuals and adherence to the Loan Agreement and/or loan policy. will be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of ere is a default under this loan, all loans will be considered in default and all outstanding gable in full. A default in one loan shell constitute a default in all others. all be binding upon Borrower, and upon Borrower's heirs, personal representatives, Lender and its successors and assigns. t be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo vithout losing them. Borrower and any other person who signs, guarantees or endorses ent, demand for payment, and notice of dishonor. Upon any change in the terms of this no party who signs this Note, whether as maker, guarantor, accommodation maker or as agree that Lender may renew or extend (repeatedly and for any length of time) this npair, fail to realize upon or perfect Lender's security interest in the collateral; and take he consent of or notice to anyone. All such parties also agree that Lender may modify er than the party with whom the modification is made. The obligations under this Note any reason determined to be unenforceable, it will not affect the enforceability of any :BY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME )TE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT .ANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND R RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR FIVE HUNDRED DOLLARS 1$600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR OR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL 'ED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN 4ROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A ;SION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER iGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN - 1-1. 1001. N MR11 XHIBIT "B" BUSINESS LOAN AGREEMENT Borrower: M.P.A. Properties, L.L.C. 850 Walmit Bottom Road Carlisle, PA 17015 Lender: GRAYSTONE BANK Lingleatown Branch 4045 Linglestown Road Harrisburg, PA 17112 THIS BUSINESS LOAN AGREEMENT dated June 2 , 2007, Is made and executed between M.P.A. Properties, L.L.C. ("Borrower") and GRAYSTONE BANK ("Lender') on the following t s and conditions. Borrower has received prior commercial bans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, Including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that; (A) in granting, renewing, or extending any Loan, Lender Is relying upon Borrower's representations, warranties, and agreements as not forth In this Agreement; (8) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shag be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of June 8, 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, Including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Le der's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lend is satisfaction of all of the conditions set forth in this Agreement and In the Related Documents. Loan Documents. Borrower shall provide to Le der 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 oan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have p ovided 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 and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall h i ve paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Doc=nt. Representations and Warranties. The represents one and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under t?nis Agreement are true and correct. No Event of Default. There shall not exist at the time 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 re6ewai, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a limited liability corn any 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, aving obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shell be, duly qualified as a foreign limited liability company in all states in which the failure to so qualify woul have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties aid to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 950 W Inut 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 i 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, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borr ower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrowelr, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower a rd do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of organization or 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 financial 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 su plied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and a y instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding o ligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agree ant or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for props tax 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 Se urity Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not uSilli or filed a financing statement under any other name for at least the Iasi five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the,period of Borr ower's ownership of the Collators, 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 en (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 f the Collateral; or (c) any actual or threatened litigation or claims of any kind by any Loan No: 4000003369 BU$INESS LOAN AGREEMENT (Continued) Page 2 person relating to such matters. (3) Neither Bo rower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, ispose 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 ell applicable federal, state, and local laws, regulations, and ordinances, including without (imitation all Environmental Laws. Borrower authorizes Lender and Its agents to enter upon the Collateral to make such inspections and tests as Lender ma deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by ender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liabili on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borro er's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases a rd waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other cos s under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, don ages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the A reement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous w sto or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defe d, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be!, affected 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 Oo other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, clainhe, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, of of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other govern ntal charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of b iness and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disc osed to Lender in writing, Borrower has not entered into or granted env Security Agreements, or permitted the filing or attachme t of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, at 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 curity 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 Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, aims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the fin ncial 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 real noble times. Financial Statements. Furnish Lender with the followino: Tax Returns. As soon as available, but in nt event later than ninety (90) days after the applicable filing date for the tax reporting period ended, Federal and other governmental i ax returns, prepared by a certified public accountant satisfactory to Lender. Additional Requirements. Borrower shall also provide Lender with federal corporate income tax returns in the name of Telstar Events, Inc, due within ninety (901 days from the and tf each fiscal year. All financial reports required to be provided undo this 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 inf mation and statements, as Lender may request from time to time. Insurance. Maintain fire and other risk insurance, Borrower's properties and operations, in form, am request of Lender, will deliver to Lender from time stipulations that coverages will not be cancelled insurance policy also shall include an endorsement omission or default of Borrower or any other persc security interest for the Loans, Borrower will provic Insurance Reports. Furnish to Lender, upon requ Lender may reasonably request, including without amount of the policy; (4) the properties insured; and the manner of determining those values; and more often than annually), Borrower will have an value or replacement cost of any Collateral. The cc Life Insurance. As soon as practical, obtain and m following individual in the amount indicated below i or assigned to Lender on Lender's forms. Lender, of any Loan: Name / Title of Insured Mikhail Ocean Guaranties. Prior to disbursement of any Loan guarantors named below, on Lender's forms, and Names of Guarantors Mikhail Ocean Saratoga Ocean- ublic liability insurance, and such other insurance as Lender may require with respect to punts, coverages and with insurance companies acceptable to Lender. Borrower, upon to time the policies or certificates of insurance in form satisfactory to Lender, including rc diminished without at least fifteen 05) days prior written notice to Lender. Each providing that coverage in favor of Lender will not be Impaired in any way by any act, t. In connection with all policies covering assets in which Lender holds or is offered a s Lender with such lender's loss payable or other endorsements as Lender may require. -at of Lender, reports on each existing insurance policy showing such information as Imitation the following: (1) the name of the insurer; (2) the risks insured; (3) the 5) the then current property values on the basis of which insurance has been obtained, 6) the expiration date of the policy. In addition, upon request of Lender (however not ndependent appraiser satisfactory to Lender determine, as applicable, the actual cash of of such appraisal shall be paid by Borrower. intain life insurance in form and with insurance companies acceptable to Lender on the rid, at Lender's option, cause such insurance coverage to be pledged, made payable to, t its discretion, may apply the proceeds of any insurance policy to the unpaid balances Amount $500,000.00 ds, furnish executed guaranties of the Loans in favor of Lender, executed by the amounts and under the conditions set forth in those guaranties. Amounts Unlimited Unlimited Loan No., 4000003369 LOAN AGREEMENT (Continued) Page 3 Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediate) in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely or the following specific purposes: line of credit to properties. purchase and rehab investment Taxes, Charges and Liens. Pay and discharge wh n due all of Its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, an all 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 mi Documents, and in all other instruments and a( writing of any default in connection with any agre Operations. Maintain executive and managems executive and management personnel; provide wr business affairs in a reasonable and prudent menr Environmental Studies. Promptly conduct and co, may be requested by Lender or any governmental as toxic or a hazardous substance under applici property or any facility owned, leased or used by I Compliance with Governmental Requirements. governmental authorities applicable to the conduc, Collateral, including without limitation; the Amerir or regulation and withhold compliance during am, writing prior to doing so and so long as, in Lem require Borrower to post adequate security or a su Inspection. Permit employees or agents of Lent Borrower's other properties and to examine or a Borrower's books, accounts, and records. If Bor computer generated records and computer softy Borrower, upon request of Lender, shall notify si provide Lender with copies of any records it may r Environmental Compliance and Reports. Borrower exist, as a result of an intentional or unintentiom owned andlor occupied by Borrower, any environs activity is pursuant to and in compliance with th authorities; shall furnish to Lender promptly and if lien, citation, directive, letter or other communic unintentional action or omission on Borrower's ps environment and/or other natural resources. with all terms, conditions, and provisions set forth in this Agreement, in the Related )ants between Borrower and Lender. Borrower shall notify Lender immediately in ,t_ Personnel with substantially the same qualifications and experience as the present on notice to Lender of any change in executive and management personnel; conduct its )fete, at Borrower's expense, all such investigations, studies, samplings and testings as rthority relative to any substance, or any waste or by-product of any substance defined Is federal, state, or local law, rule, regulation, order or directive, at or affecting any rrewar_ ,omply with all laws, ordinances, and regulations, now or hereafter in effect, of all of Borrower's properties, businesses and operations, and to the use or occupancy of the ms With Disabilities Act. Borrower may contest in good faith any such law, ordinance, proceeding, including appropriate appeals, so long as Borrower has notified Lender in We sole opinion, Lender's Interests in the Collateral are not jeopardized. Lender may Bty bond, reasonably satisfactory to Lender, to protect Lender's interest. r at any reasonable time to inspect any and all Collateral for the Loan or Loans and dit Borrower's books, accounts, and records and to make copies and memoranda of ower now or at any time hereafter maintains any records (including without limitation ire programs for the generation of such records) in the possession of a third party, :h party to permit Lender free access to such records at all reasonable times and to quest, all at Borrower's expense. shall comply in all respects with any and all Environmental Laws; not cause or permit to action or omission on Borrower's part or on the part of any third party, on property anal activity where damage may result to the environment, unless such environmental conditions of a permit issued by the appropriate federal, state or local governmental any event within thirty (30) days after receipt thereof a copy of any notice, summons, tion from any governmental agency or instrumentality concerning any intentional or t in connection with any environmental activity whether or not there is damage to the Additional Assurances. Make, execute and deliv r to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing. statements, instruments, dpcuments and other agreements as Lender or its attorneys may reasonably request to evidence and secure the. Loans and to perfect all curity Interests. RECOVERY OF ADDITIONAL COSTS. If the impositi( application of any thereof by any court or administrative shall impose, modify or make applicable any taxes (i requirements, capital adequacy requirements or other of credit facilities to which this Agreement relates, (B) r or (C) reduce the rate of return on Lender's capital as Agreement relates, then Borrower agrees to pay Lendei Lender's written demand for such payment, which d calculation in reasonable detail of the additional amour absence of manifest error. LENDER'S EXPENDITURES. If any action or proceedis Borrower falls to comply with any provision of this AI discharge or pay when due any amounts Borrower is re Borrower's behalf may (but shall not be obligated to) to paying all taxes, liens, security interests, encumbrances insuring, maintaining and preserving any Collateral. All i the rate charged under the Note from the date incurred 4 a part of the Indebtedness and, at Lender's option, v apportioned among and be payable with any installment or (2) the remaining term of the Note; or (C) be treste NEGATIVE COVENANTS. Borrower covenants and agn prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt this Agreement, create, incur or assume indebtedn pledge, lease, grant a security interest in, or encun recourse any of Borrower's accounts, except to Len Continuity of Operations. (1) Engage in any busin (2) cease operations, liquidate, merge, transfer, ac Collateral out of the ordinary course of business, or capital or otherwise. of or any change in any law, rule, regulation or guideline, or the interpretation or or governmental authority (including any request or policy not having the force of law) ccept federal, state or local income or franchise taxes imposed on Lender), reserve igations which would (A) increase the cost to Lender for extending or maintaining the duce the amounts payable to Lender under this Agreement or the Related Documents, B consequence of Lender's obligations with respect to the credit facilities to which this such additional amounts as will compensate Lender therefor, within five (5) days after mand shall be accompanied by an explanation of such imposition or charge and a s payable by Borrower, which explanation and calculations shall be conclusive in the is commenced that would materially affect Lender's interest in the Collateral or if Bement or any Related Documents, including but not limited to Borrower's failure to uired to discharge or pay under this Agreement or any Related Documents, Lender on any action that Lender deems appropriate, including but not limited to discharging or nd other claims, at any time levied or placed on any Collateral and paying all costs for ch expenditures incurred or paid by Lender for such purposes will then bear interest at paid by Lender to the date of repayment by Borrower. All such expenses will become I (A) be payable on demand; (B) be added to the balance of the Note and be ayments to become due during either (1) the term of any applicable insurance policy; as a balloon payment which will be due and payable at the Note's maturity. s with Lender that while this Agreement is in effect, Borrower shall not, without the erred in the normal course of business and indebtedness to Lewe_r contemplated by for borrowed money, including capital leases, (2) sell, trans a mortgage, assign, any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with $s activities substantially different than those in which Borrower is presently engaged, luire or consolidate with any other entity, change its name, dissolve or transfer or sell (3) make any distribution with respect to any capital account, whether by reduction of SU7INESS LOAN AGREEMENT Loan No: 4000003369 (Continued) Page 4 Loans, Acquisitions and Guaranties. (1) Loan, purchase, create or acquire any interest in any o the ordinary course of business. Agreements. Borrower will not enter into an, performance of Borrower's obligations under this CESSATION OF ADVANCES. If Lander has made any other agreement, Lender shall have no obligation to m default under the terms of this Agreement or any of i Lender; (B) Borrower or any Guarantor dies, become or is adjudged a bankrupt; (C) there occurs a mat Guarantor, or in the value of any Collateral securing i revoke such Guarantor's guaranty of the Loan or any o RIGHT OF SETOFF. To the extent permitted by applica checking, savings, or some other account). This inclus open in the future. However, this does not include an law. Borrower authorizes Lender, to the extent permit and all such accounts. DEFAULT. Each of the following shall constitute an Ev Payment Default. Borrower fails to make any pays invest in or advance money or assets to any other person, enterprise or entity, (2) ier enterprise or entity, or (3) incur any obligation as surety or guarantor other than in agreement containing any provisions which would be violated or breached by the greement or in connection herewith. ommltment to make any Loan to Borrower, whether under this Agreement or under any ;e Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in a Related Documents or any other agreement that Borrower or any Guarantor has with incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, let adverse change in Borrower's financial condition, in the financial condition of any y Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or or loan with Lender. e law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether s alf accounts Borrower holds jointly with someone also and all accounts Borrower may IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by d by applicable law, to charge or setoff all sums owing on the Indebtedness against any of Default under this Agreement: t when due under the Loan. Other Defaufts. Borrower fails to comply with or o perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comp) with or to perform any term, obligation, covenant or condition contained In any other agreement between Lender and Borrower. , False Statements. Any warranty, representation Agreement or the Related Documents is false or n false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrow Borrower, or any other termination of Borrower's the appointment of a receiver for any part of Borrc or the commencement of any proceeding under an Defective Collateralization. This Agreement or an collateral document to create a valid and perfectec Creditor or Forfeiture Proceedings. Commencen repossession or any other method, by any credits This includes a garnishment of any of Borrower's not apply if there is a good faith dispute by Borroi forfeiture proceeding and if Borrower gives Lender a surety bond for the creditor or forfeiture prose reserve or bond for the dispute. statement made or furnished to Lender by Borrower or on Borrower's behalf under this leading in any material respect, either now or at the time made or furnished or becomes (regardless of whether election to continue is made), any member withdraws from Kistence as a going business or the death of any member, the insolvency of Borrower, fer's property, any assignment for the benefit of creditors, any type of creditor workout, bankruptcy or insolvency laws by or against Borrower. of the Related Documents ceases to be in full force and effect (including failure of any ecurity interest or lien) at any time and for any reason. nt of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, of Borrower or by any governmental agency against any collateral securing the Loan. :counts, including deposit accounts, with Lender. However, this Event of Default shall or as to the validity or reasonableness of the claim which is the basis of the creditor or iritten notice of the creditor or forfeiture proceeding and deposits with Lander monies or ing, in an amount determined by Lender, in its sole discretion, as being an adequate Events Affecting Guarantor. Any of the precedi g events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revoke 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 shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner atisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change o. performance of the Loan is impaired. Right to Cure, if any default, other than a default given a notice of a similar default within the prec after receiving written notice from Lender dement requires more then fifteen 05) days, immediately default and thereafter continue and complete all practical. in Borrower's financial condition, or Lender believes the prospect of payment -or Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been ng twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, cure of such default: 11) cure the default within fifteen (15) days; or (2) if the cure ;late steps which Lender deems In Lender's sole discretion to be sufficient to cure the sonable and necessary steps sufficient to produce compliance as soon as reasonably 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 nder 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 to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, n equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be a rcised singularly or concurrently. Election by Lander 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. ANNUAL REVIEW. The Lender will review the Note predicated on the performance of the company and/or i CROSS COLLATERALIZE/CROSS DEFAULT. This loan Borrower's related entities, to Lender. If at any time ti amounts under the loans will be immediately due and p ADDITIONAL CONDITIONS. ADVANCES. Lender will a each unit being financed; giving a maximum Loan-to-Vi ADDITIONAL DOCUMENTS. nually for renewals and extensions; such renewals and extensions to be granted ,iduals and adherence to the Loan Agreement and/or loan policy. be cross-collateralized/crass-defaufted with all other loans from Borrower, or any of is a default-under this loan, all loans will be considered in defeelf-end_all outstanding )le in full. A default in one loan shall constitute a default in all others. nce no more than 80% of the purchase price and 100% of the cost of renovations of of 80% of the 'As-Improved' appraised value. The following will apply for each unit being financed: Loan No: 4000003369 BUOiNESS LOAN AGREEMENT (Continued) Page 5 1) Satisfactory appraisal on the proposed real estate, prepared by an appraiser acceptable to Lender, must be submitted prior to the closing of each loan request; 2) Title Insurance in an amount and form satisfactory t Lender will be required on each property financed, and 3) Recorded Mortgage giving Lender a perfected first lien position RELEASE OF COLLATERAL. Any mortgage lien will released in consideration of the remittance of a principal reduction payment equal to the amount advanced for that particular real estate unit. MISCELLANEOUS PROVISIONS. The following miscell neous provisions are a part of this Agreement: Amendments. This Agreement, together with an Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. N alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be c rged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to ay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connecti with the enforcement of this Agreement. Lender may hire or pay someone ein to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings lincluding efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated postqudgment collection services. Borrower also shall pay all court costs slid such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agree ent 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 agree and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives an and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation Interests will be considered as the absolute owners of such interests in the Loan nd will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. orrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a articipation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irres ctive of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such p rticipation 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 y federal law applicable to Lender and, to the extant not preempted by federal law, the laws of the Commonwealth of Pennsylvania witho regard 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, Borrower agrees 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 deemec and signed by Lender. No delay or omission on t other right. A waiver by Lender of a provision of demand strict compliance with that provision or dealing between Lender and Borrower, or between Borrower's or any Grantor's obligations as to any the granting of such consent by Lender in any insta is required and in all cases such consent may be gr Notices. Unless otherwise provided by applicable shall be effective when actually delivered, when ac a nationally recognized overnight courier, or, if mat postage prepaid, directed to the addresses shown under this Agreement by giving formal written notic address. For notice purposes, Borrower agrees ti provided by applicable law, if there is more than on all Borrowers. Severability. If a court of competent jurisdiction f circumstance, that finding shall not make the offeni the offending provision shall be considered modifies modified, it shall be considered deleted from this Al of any provision of this Agreement shall not affect t Subsidiaries and Affiliates of Borrower. To the e; without limitation any representation, warranty or c subsidiaries and affiliates. Notwithstanding the for Lender to make any Loan or other financial accomm Successors and Assigns. All covenants and agr Documents shall bind Borrower's successors and as shall not, however, have the right to assign Borrc consent of Lender. to have waived any rights under this Agreement unless such waiver is given in writing e part of Lender in exercising any right shall operate as a waiver of such right or any his Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to ny other provision of this Agreement. No prior waiver by Lender, nor any course of Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of iture transactions. Whenever the consent of Lender is required under this Agreement, ca shall not constitute continuing consent to subsequent instances where such consent nted or withheld in the sole discretion of Lender. w, any notice required to be given under this Agreement shall be given in writing, and ually received by telefacsimile (unless otherwise required by law), when deposited with 3d, when deposited in the United States mail, as first class, certified or registered mail near the beginning of this Agreement. Any party may change its address for notices to the other parties, specifying that the purpose of the notice is to change the party's keep Lender informed at all times of Borrower's current address. Unless otherwise Borrower, any notice given by Lender to any Borrower is deemed to be notice given to ids any provision of this Agreement to be illegal, invalid, or unenforceable as to any ing provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, so that it becomes legal, valid and enforceable. If the offending provision cannot be so reement. Unless otherwise required by law, the illegality, invalidity, or unenforceability ie legality, validity or enforceability of any other provision of this Agreement. tent the context of any provisions of this Agreement makes it appropriate, including venant, the word "Borrower" as used in this Agreement shall include all of Borrower's going however, under no circumstances shall this Agreement be construed to require clation to any of Borrower's subsidiaries or affiliates. ements by or on behalf of Borrower contained in this Agreement or any Related signs and shall inure to the benefit of Lender and its successors assigns. Borrower Ner's rights under this Agreement or any interest therein, without the prior written Survival of Representations and Warranties. Borro er understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made y Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Rai ted Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, sh ill be deemed made and redated by Borrower at the time each Loan Advance is made, Loan No: 4000003369 SUOINESS LOAN AGREEMENT (Continued) Page 6 and shall remain 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 iwaive 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 to ms 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 meanings 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 term 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 andschedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means M.P.A. Properties, 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 prope y and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether anted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, ass! nment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, tru t receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien intere t whatsoever, 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, 4 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" mean 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 a of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting Ouch a Security Interest. Guarantor. The word "Guarantor" means any guar, ntor, 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, i Hazardous Substances. The words "Hazardous chemical or infectious characteristics, may ceu: improperly used, treated, stored, disposed of, Substances" are used in their very broadest seni waste as defined by or listed under the Environme and petroleum byproducts or any fraction thereof Indebtedness. The word "Indebtedness" means t interest together with all other indebtedness and i of the Related Documents. Lender, The word "Lender" means GRAYSTONE I rostances" mean materials that, because of their quantity, concentration or physical, or pose a present or potential hazard to human health or the environment when nerated, manufactured, transported or otherwise handled. The words "Hazardous and include without limitation any and all hazardous or toxic substances, materials or al Laws. The term "Hazardous Substances" also includes, without limitation, petroleum id asbestos. indebtedness evidenced by the Note or Related Documents, including all principal and sts and expenses for which Borrower is responsible under this Agreement or under any 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 withou limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note execute by M.P.A. Properties, L.L.C. in the principallamount of $150,000.00 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" Mai (2) liens for taxes, assessments,. or similar char mechanics, warehousemen, or carriers, or other lik yet delinquent; (4) purchase money liens or purchi ordinary course of business to secure indebtedne paragraph of this Agreement titled "Indebtedness have been disclosed to and approved by the Lender an immaterial and insignificant monetary amount wi Related Documents. The words "Related Documi agreements, guaranties, security agreements, Mon agreements and documents, whether now or hereaf (1) liens and security interests securing Indebtedness owed by Borrower to Lender; as either not yet due or being contested in good faith; (3) liens of materialmen, liens arising in the ordinary course of business and securing obligations which are not a money security interests upon or in any property acquired or held by Borrower in the outstanding on the date of this Agreement or permitted to be incurred under the d Liens"; (5) liens and security interests which, as of the date of this Agreement, 1 writing; and (6) those liens and security interests which in the aggregate constitute respect to the net value of Borrower's assets. its" mean all promissory notes, credit agreements, loan agreaftats,.environmental ages, deeds of trust, security deeds, collateral mortgages, and all other instruments, r existing, executed in connection with the Loan. Security Agreement. The words "Security Agre ment" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, ether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, Loan No: 4000003369 NESS LOAN AGREEMENT (Continued) Page 7 whether in the form of a lien, charge, encumbr nce, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel t st, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment 'intended as a se urity device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL T E PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS D TED JUNE 29, 2007. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO AW. BORROWER: M.P.A. PROPERTIES, By°? zt= iSeal) mvnc a cean,"glember of M.P.A. Properties, L.L.Ci LENDER: RAY N AK I, LAM PRO L-OOq. y,,. 5.70.00.09( Op,. NW}w OKhw. b- MOT. 1001. AL Rlyl h XHIBIT "C" DISCLOSURE FOR CONFESSION OF JUDGMENT Declarant: M.P.A. Properties, L.L.C. Lender: GRAYSTONE BANK 850 Walnut Bottom Road Linglestown Branch Carlisle, PA 17015 4045 Linglestown Road Harrisburg, PA 17112 DISCLOSU THE UNDERSIGNED IS EXECUTING ON BEHALF OF PROMISSORY NOTE FOR $150,000-00- OBLIGATING I A. THE UNDERSIGNED UNDERSTANDS THAT THE LENDER TO ENTER JUDGMENT AGAINST DECLARA DECLARANT AND WITHOUT OFFERING DECLARANT THE NOTE, BEING FULLY AWARE OF DECLARANT'S ANY JUDGMENT OR OTHER CLAIMS THAT LENDEI BEHALF OF THE DECLARANT, IS KNOWINGLY, INTEI ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, Ad JUDGMENT AGAINST DECLARANT BY CONFESSION 1 FOR CONFESSION OF JUDGMENT ?ECLARANT, THIS 21! "AY OF 20 ! , A CLARANT TO REPAY THAT AMOUNT. OTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT T IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO N OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING IGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON IGENTLY, 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. S. THE UNDERSIGNED FURTHER UNDERSTANDS 7 AT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A H RING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER TRY OF JUDGMENT. AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING U ON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SE91YG DECLARANT'S PROPERTY, IN FULL OR PARTIAL PA MENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AN FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WH H OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BYJ DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 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' ISeai) k ean, ember of .. ernes, L.L.G. wen MU w I -, Vr. 5.36.00.004 CW. H" rmMdn SOWSM,. Inc. IM, SM. M i5pw r_, - M-11 DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower: M.P.A. Properties, L.L.C. 950 Walnut Bottom Road Carlisle, PA 17015 Declarant: Mikhail Ocean 1 IS Stonshedge Drive Carlisle, PA 17013 1 AM EXECUTING, THIS DAY OF $150,000.00 OBLIGATING ME TO REPAY THAT A. I UNDERSTAND THAT THE GUARANTY CONTAI JUDGMENT AGAINST ME IN COURT, AFTER A OFFERING ME AN OPPORTUNITY TO DEFEND AGAI OF MY RIGHTS TO ADVANCE NOTICE AND TO A LENDER MAY ASSERT AGAINST ME UNDER THE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE N LENDER'S ENTERING JUDGMENT AGAINST ME BY I B. 1 FURTHER UNDERSTAND THAT IN ADDITION TO NOTICE OR A HEARING, THE CONFESSION OF JUD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, A JUDGMENT BY FORECLOSING UPON, ATTACHING, L OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXE, AND A HEARING AFTER JUDGMENT IS ENTERED M VOLUNTARILY WAIVING THESE RIGHTS, AND i EX JUDGMENT IN ANY MANNER PERMITTED BY APPLICA C. AFTER HAVING READ AND DETERMINED STATEMENT THAT APPLIES, I REPRESENT THAT: Lender: GRAYSTONE BANK Ungiestown Branch 4045 Linglestown Road Harrisburg, PA 17112 FOR CONFESSION OF JUDGMENT 2067, A GUARANTY OF A PROMISSORY NOTE FOR A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER AULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT r THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE ARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT ARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE CE OF THE ENTRY OF JUDGMENT, AND i EXPRESSLY AGREE AND CONSENT TO IFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. VING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE LENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD JN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE VING ON, TAKING POSSESSION OF OR OTHERW03E SEIZING MY PROPERTY, IN FULL ING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND ESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE .E STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. H OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH INITIALS 1. 1 WAS REPRESENTED BY MY OWN IND PENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. '`?2 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. i CERTIFY THAT MY ANNUAL INCOME EXCEEDS0,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT E TIME OF SIGNING. 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: X 4M@O. VU. 6. "UN COW. IO" AMWO IvWd . Aa 1W. 1801. M W*. ft M. • ?A 8:IOw,dbµY0lJ MMIC TWI70 COMMERCIAL GUARANTY Borrower: M.P.A. Properties, L.L.C. Lender: GRAYSTONE BANK 850 Walnut Bottom Road Linglestown Branch Carlisle, PA 17015 4045 Lingfestown Road Harrisburg, PA 17112 Guarantor: Mikhail Ocean 118 Stonshedge Drive Carlisle, PA .17013 CONTINUING GUARANTEE OF PAYMENT AND PERFO ANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfactio of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Relate Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor a en when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securin the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on de nd, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perfor Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obllga ons are continuing. INDEBTEDNESS. The word "Indebtedness" as used in one or more times, accrued unpaid interest thereon arm arising from any and all debts, liabilities and obligatia individually or collectively or interchangeably with other debts, overdraft indebtedness, credit card indebted agreements or foreign currency exchange agreements and any present or future judgments against Borrower, or substitute these debts, liabilities and obligations v acceleration; absolute or contingent; liquidated or unliq arising from a guaranty or surety; secured or unsecu instrument or writing; originated by Lender or another transactions that may be voidable for any reason { extinguished and then afterwards increased or reinstate If Lender presently holds one or more guaranties, or he shall be cumulative. This Guaranty shall not (unless sl Guarantor's liability will be Guarantor's aggregate liabilii CONTINUING GUARANTY. THIS IS A "CONTINUING PUNCTUAL PAYMENT, PERFORMANCE AND SATISF HEREAFTER ARISING OR ACQUIRED, ON AN OPE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISI- REMAINING AND SUCCEEDING INDEBTEDNESS EVEI BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take of notice to Guarantor or to Borrower, and will continue i any notice of revocation shall have been fully and finally been performed in full. If Guarantor elects to revoke revocation must be mailed to Lender, by certified mail, Written revocation of this Guaranty will apply only to ne For this purpose and without limitation, the term "m revocation is contingent, unliquideted, undetermined c purpose and without limitation, "new Indebtedness" c revocation; incurred under a commitment that became the. Indebtedness. This Guaranty shall bind Guaranto incapacity, regardless of Lender's actual notice of Guac legal representative may terminate this Guaranty in the Release of any other guarantor or termination of any ( Guaranty. A revocation Lender receives from any one Guaranty. It is anticipated that fluctuations may occur specifically acknowledges and agrees that reductions i termination of this Guaranty. This Guaranty is binding Indebtedness remains unpaid and even though the Indeb GUARANTOR'S AUTHORIZATION TO LENDER. Guara demand and without lessening Guarantor's lability undo one or more additional secured or unsecured loans tc 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, enfor or without the substitution of new collateral; (D) to rel endorsers, or other guarantors on any terms or in env payments and credits shall be made on the Indebtednee without limitation, any nonjudicial sale permitted by the may determine; (G) to sell, transfer, assign or grant r Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIE agreements of any kind have been made to Guarantor v, executed at Borrower's request and not at the request c (D) the provisions of this Guaranty do not conflict with •iis Guaranty means all of the principal amount outstanding from time to time and at any all collection costs and legal expenses related thereto permitted by law, attorneys' fees, of every nature or form, now existing or hereafter arising or acquired, that Borrower owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, sss, lease obligations, liabilities and obligations under any interest rate protection r commodity price protection agreements, other obligations, and liabilities of Borrower, ature advances, loans or transactions that renew, extend, modify, refinance, consolidate tether. voluntarily or involuntarily incurred; due or to become due by their terms or dated; determined or undetermined; direct or indirect; primary or secondary in nature or ad; joint or several or joint and several; evidenced by a negotiable or non-negotiable r others; barred or unenforceable against Borrower for any reason whatsoever; for any ich as infancy, insanity, ultra vires or otherwise); and originated then reduced or after receives additional guaranties from Guarantor, Lender's rights under all guaranties icificaliy provided below to the contrary) affect or invalidate any such other guaranties. under the terms of this Guaranty and any such other unterminated guaranties. iUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND ,CTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO act when received by Lender without the necessity of any acceptance by Lender, or any i full force until all the Indebtedness incurred or contracted before receipt by Lender of paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of t Lender's address fisted above or such other place as Lender may designate in writing. v Indebtedness created after actual receipt by Lender of Guarantor's written revocation. vv Indebtedness" does not include the Indebtedness which at the time of notice of not due and which later becomes absolute, liquidated, determined or due. For this ies not include all or part of the Indebtedness that is: incurred by Borrower prior to ;nding before revocation; any renewals, extensions, substitutions, and modifications of 's estate as to the Indebtedness created both before and after Guarantor's, death or intor's death. Subject to the foregoing, Guarantor's executor or administrator or other same manner in which Guarantor might have terminated it and with the same effect. ,her guaranty of the Indebtedness shall not affect the liability of Guarantor under this )r more Guarantors shall not affect the liability of any remaining Guarantors under this in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor the amount of the Indebtedness, even to zero dollars 140.00), shall not constitute a upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the adness may from time to time be zero dollars ($0.00). for authorizes Lender, either before or after any revocation hereof, without notice or this Guaranty, from time to time: (A) prior to revocation as set forth above, to make Borrower, to lease equipment or other goods to Borrower, or otherwise to extend •enew, extend, accelerate, or otherwise change one or more times the time for payment is Indebtedness, including increases and decreases of the rate of interest on the or longer than the original loan term; (C) to take and hold security for the payment of e, waive, subordinate, fail or decide not to perfect, and release any such security, with !see, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, manner Lender may choose; (E) to determine how, when and what application of o; (F) to apply such security and direct the order or manner of sale thereof, including terms of the controlling security agreement or deed of trust, as en ar in its discretion crticipations in all or any part of the Indebtedness; and (H) to assign or transfer this Guarantor represents and warrants to Lender that (A) no representations or ich would limit or quality in any way the terms of this Guaranty; (B) this Guaranty is Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; r result in a default under any agreement or other instrument binding upon Guarantor Loan No: 4000003369 and do not result in a violation of any law, regulation, the prior written consent of Lender, sell, lease, ass Guarantor's assets, or any interest therein; (F) upon acceptable to Lender, and off such financial informant Lender is and will be true and correct in all materia Information is provided; (G) no material adverse cl financial statements provided to Lender and no even, no litigation, claim, Investigation, administrative prod threatened; (1) Lender has made no representation adequate means of obtaining from Borrower on a cc keep adequately informed from such means of any Is Guaranty, and Guarantor further agrees that Lender sl Lender in the course of its relationship with Borrower GUARANTOR'S FINANCIAL STATEMENTS. Guarento Annual Statements. As soon as available, but in sheet and income statement for the year ended, I Tax Returns. As soon as available, but in no ev ended, Federal and other governmental tax return MMERCIAL GUARANTY (Continued) Page 2 court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without gn, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Lender's request, Guarantor will provide to Lender financial and credit information in form in which currently has been, and all future financial information which will be provided to respects and fairly present Guarantor's financial condition as of the dates the financial iange has occurred in Guarantor's financial condition since the date of the most recent has occurred which may materially adversely affect Guarantor's financial condition; (H) siding or similar action (including those for unpaid taxes) against Guarantor is pending or o Guarantor as to the creditworthiness of Borrower; and W) Guarantor has established ttinuing basis information regarding Borrower's financial condition. Guarantor agrees to As, events, or circumstances which might in any way affect Guarantor's risks under this all have no obligation to disclose to Guarantor any information or documents acquired by agrees to furnish Lender with the following: to event later than ninety (90) days after the end of each fiscal year, Guarantor's balance repaired by Guarantor. mt later than ninety (90) days after the applicable filing date for the tax reporting period prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) t make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpsyme it related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in c nnection with the Indebtedness or in connection with the creation of now or additional loans or obligations; (C) to resort for payment or to roceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collate al held by Lender from Borrower, any other guarantor, or any other person; 10 to give notice of the terms, time, and place of any public or 'vats sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Comma cis[ Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respe t to any matter whatsoever. Guarantor also waives any and all rights or defenses ased 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 Guar ntor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; ) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights t proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law lim ring, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other pars n, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebted ss; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than equal payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpos of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim of setoff, counterclaim, counter demand, recot Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO made with Guarantor's full knowledge of its significant not contrary to public policy or law. If any such waive effective only to the extent permitted by law or public 1 RIGHT OF SETOFF. To the extent permitted by app (whether checking, savings, or some other account). Guarantor may open in the future. However, this does prohibited by law. Guarantor authorizes Lender, to the may apply the funds in these accounts to pay what Gut SUBORDINATION OF BORROWER'S DEBTS TO GUAF created, shall be superior to any claim that Guarantor insolvent. Guarantor hereby expressly subordinates a claim that Lander may now or hereafter have against Bi through bankruptcy, by an assignment for the benefit the payment of the claims of both Lender and Guara Guarantor does hereby assign to Lender all claims v bankruptcy of Borrower; provided however, that such legal tender of the Indebtedness. If Lender so requests Borrower to Guarantor shall be marked with a legend agrees, and Lender is hereby authorized, in the name r and to execute documents and to take such other actl( under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscalla at any time any deductions to the amount guaranteed under this Guaranty for any t or similar right, whether such claim, demand or right may be asserted by the WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is e and consequences and that, under the circumstances, the waivers are reasonable and is determined to be contrary to any applicable law or public policy, such waiver shall be ,.H.... cable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender This includes all accounts Guarantor holds jointly with someone else and all accounts not include any IRA or Keogh accounts, or any trust accounts for which setoff would be extent permitted by applicable law, to hold these funds if there is a default, and Lender •antor owes under the terms of this Guaranty. 1NTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter iay now have or hereafter acquire against Borrower, whether or not Borrower becomes y'claim Guarantor may have against Borrower, upon any account whatsoever, to any rower. In the event of insolvency and consequent liquidation of the assets of Borrower, f creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to for shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Lich It may have or acquire against Borrower or against any assignee or trustee in ssignment shall be effective only for the purpose of assuring to Lender full payment in any notes or credit agreements now or hereafter evidencing any debts or obligations of tat the same are subject to this Guaranty and shall be delivered to Lender, Guarantor Guarantor, from time to time to file financing statements and 4044inuation statements is as Lender deems necessary or appropriate to perfect, preserve and enforce its rights provisions are a part of this Guaranty: Amendments. This Guaranty, together with any R lated Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alt ration of or amendment to this Guaranty 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. Loan No: 4000003369 MMERCIAL GUARANTY (Continued) Page 3 Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connects n with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vecat any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs nd such additional fees as may be directed by the court. Caption Headings. Caption headings in this Gus my are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law, This Guaranty will be governed y federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarent r agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guara opportunity to be advised by Guarantor's attorney evidence is not required to interpret the terms of claims, damages, and costs (including Lender's ati warranties, representations and agreements of thn Interpretation. In all cases where there is more ti be deemed to have been used in the plural wher named in this Guaranty or when this Guaranty respectively shall mean all and any one or more of assigns, and transferees of each of them. If a cc fact by itself will not mean that the rest of this provisions of this Guaranty even if a provision c Borrower or Guarantor are corporations, partnersh into the powers of Borrower or Guarantor or of ti their behalf, and any indebtedness made or create Guaranty. itor has read and fully understands the terms of this Guaranty; Guarantor has had the Nith respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol his Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, mays' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the paragraph. an one Borrower or Guarantor, then all words used in this Guaranty in the singular shall the context and construction so require; and where there is more than one Borrower is executed by more than one Guarantor, the words "Borrower" and "Guarantor" them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, ut finds that any provision of this Guaranty is not valid or should not be enforced, that 3uarenty will not be valid or enforced. Therefore, a court will enforce the rest of the this Guaranty may be found to be invalid or unenforceable. If any one or more of ps, limited liability companies, or similar entities, it is not necessary for Lender to inquire a officers, directors, partners, managers, or other agents acting or purporting to act on I in reliance upon the professed exercise of such powers shall be guaranteed under this Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shal 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 mailed, when deposited in the United States mail, as first class, certified or registered m ill postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in iting and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." ny party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the p rposa of the notice Is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Gu cantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to ny Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty 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 G aranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other rovision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under his Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances wher such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this uaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. ANNUAL REVIEW. The Lender will review the Note annually for renewals and extensions; such renewals and extensions to be granted predicated on the performance of the company and/or individuals and adherence to the Loan Agreement and/or loan policy. CROSS COLLATERALiZE/CROSS DEFAULT. This loan III be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there 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 pe able in full. A default in one loan shall constitute a default in all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts hall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plur I shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attribut d to such terms in the Uniform Commercial Code; Borrower. The word "Borrower" means M.P.A. Properties, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Mikhail Ocean, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means GRAYSTONE BANK, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credits regiments. Loan No: 4000003369 COMMERCIAL GUARANTY (Continued) Page 4 Related Documents. The words "Related Docu agreements, guaranties, security agreements, m agreements and documents, whether now or here CONFESSION OF JUDGMENT. GUARANTOR Hi PROTHONOTARY OR CLERK OF ANY COURT IN THI FOR GUARANTOR AFTER THE AMOUNTS HEREUNC JUDGMENT AGAINST GUARANTOR FOR THE ENTII CHARGES AND ANY AND ALL AMOUNTS EXPENI INDEBTEDNESS, TOGETHER WITH COSTS OF SUiI PRINCIPAL BALANCE AND ACCRUED INTEREST FOR ON WHICH JUDGMENT OR JUDGMENTS ONE OR MO A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVI TO CONFESS JUDGMENT AGAINST GUARANTOR ; CONTINUE FROM TIME TO TIME AND AT ALL TII GUARANTOR HEREBY WAIVES ANY RIGHT GUARAI CONFESSION OF JUDGMENT AND STATES THAT El JUDGMENT PROVISION TO GUARANTOR'S ATTENTIC EACH UNDERSIGNED GUARANTOR ACKNOWLEDGE; TERMS. IN ADDITION, EACH GUARANTOR UNDERS' DELIVERY OF THIS GUARANTY TO LENDER AND TH) IN THE SECTION TITLED "DURATION OF GUARANTY' EFFECTIVE. THIS GUARANTY IS DATED JUNE 29, 20 THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS IN OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: ents" mean all promissory notes, credit agreements, loan agreements, environmental tgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, her existing, executed in connection with the Indebtedness. EBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME R BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE :D OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID OLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (3500) E EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY ALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL ES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. 'OR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH HER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF I OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS 1NDS THAT THIS GUARANTY 19 EFFECTIVE UPON GUARANTOR'S EXECUTION AND THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT WE3 MO L0 dhq. V-. 6.06.001 M tq., 4--m 3046-". Mc. 1107. 7007. N 31ps ft-w. MF11 DISCLOSURE POR CONFESSION OF JUDGMENT Borrower: M.P.A. Properties, L.L.C. 956 Walnut Bottom Road Carlisle, PA 17015 Declarant: Saratoga ocean 118 Stonshedge Drive Carlisle, PA 17013 I AM EXECUTING, THIS 2-1 ' " k DAY OF $ 150,000.00 OBLIGATING ME TO REPAY THAT A. 1 UNDERSTAND THAT THE GUARANTY CONTAI JUDGMENT AGAINST ME IN COURT, AFTER A OFFERING ME AN OPPORTUNITY TO DEFEND AGAI OF MY RIGHTS TO ADVANCE NOTICE AND TO A LENDER MAY ASSERT AGAINST ME UNDER THE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE N LENDER'S ENTERING JUDGMENT AGAINST ME BY ( B. I FURTHER UNDERSTAND THAT IN ADDITION TO NOTICE OR A HEARING, THE CONFESSION OF JUD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, A JUDGMENT BY FORECLOSING UPON, ATTACHING, U OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXEI AND A HEARING AFTER JUDGMENT IS ENTERED All VOLUNTARILY WAIVING THESE RIGHTS, AND I EX JUDGMENT IN ANY MANNER PERMITTED BY APPLICI C. AFTER HAVING READ AND DETERMINED STATEMENT THAT APPLIES 1 REPRESENT THAT: Lender: GRAYSTONE BANK Linglestown Branch 4045 Linglestown Road Harrisburg, PA 17112 FOR CONFESSION OF JUDGMENT 24-7, A GUARANTY OF A PROMISSORY NOTE FOR A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER AULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT 7 THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE ARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT kRANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE CE OF THE ENTRY OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO IFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. IVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE WENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD 41N WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE 'PING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL ITING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND RESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE 1LE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. :H OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDI PENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT, AND THAT I RECEIVED A COPY AT THTIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS EFFECT OF A SEALED INSTRUMENT ACCORDING TO U X THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE L"" NO Wdnp. VV. 6.76.00.404 Cep. Nuur41 f04wlenA 6,e. /M1, fool. N fynn fa,rv,e. . ?A i:WewIwW144?LIp7p,sC 14F470f ERCIAL GUARANTY Borrower: M.P.A. Properties, L.L.C. 950 Walnut Bottom Road Carlisle, PA 17015 Guarantor: Saratoga Ocean 118 Stonshedge Drive Carlisle, PA 17013 Lender: GRAYSTONE BANK Linglestown Brandt 4045 Linglestown Road Harrisburg, PA 17112 CONTINUING GUARANTEE OF PAYMENT AND PERFO MANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfactio of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Relate Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor e n when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securtn the Indebtedness, this Guaranty or any other guaranty of the indebtedness. Guarantor will make any payments to Lender or its order, on dem nd, in legal tender of the United States of America, In same-day funds, without set-off or deduction or counterclaim, and will otherwise perfor Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's oblige ions are continuing. INDEBTEDNESS. The word "Indebtedness" as used in one or more times, accrued unpaid interest thereon any arising from any and all debts, liabilities and obligation individually or collectively or interchangeably with other debts, overdraft indebtedness, credit card indebted agreements or foreign currency exchange agreements and any present or future judgments against Borrower, or substitute these debts, liabilities and obligations n acceleration; absolute or contingent; liquidated or unliq arising from a guaranty or surety; secured or unsect instrument or writing; originated by Lender or another transactions that may be voidable for any reason 1 extinguished and then afterwards increased or reinstate If Lender presently holds one or more guaranties, or he shall be cumulative. This Guaranty shall not (unless sl Guarantor's liability will be Guarantor's aggregate liabili CONTINUING GUARANTY. THIS 1S A "CONTINUING PUNCTUAL PAYMENT, PERFORMANCE AND SATISF HEREAFTER ARISING OR ACQUIRED, ON AN OPE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINI& REMAINING AND SUCCEEDING INDEBTEDNESS EVE. BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take of notice to Guarantor or to Borrower, end will continue i any notice of revocation shall have been fully and finally been performed in full. If Guarantor elects to revoke revocation must be mailed to Lender, by certified mail, Written revocation of this Guaranty will apply only to ne For this purpose and without limitation, the term "m revocation is contingent, unliquidated, undetermined c purpose and without limitation, now Indebtedness" c revocation; incurred under a commitment that became the Indebtedness. This Guaranty shall bind Guaronto incapacity, regardless of Lender's actual notice of Guai legal representative may terminate 'this Guaranty in the Release of any other guarantor or termination of any c Guaranty. A revocation Lender receives from any one Guaranty. It is anticipated that fluctuations may occur specifically acknowledges and agrees that reductions I termination of this Guaranty. This Guaranty is bktdini Indebtedness remains unpaid and even though the Indeb GUARANTOR'S AUTHORIZATION TO LENDER. Guars demand and without lessening Guarantor's liability undo one or more additional 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, enfor or without the substitution of new collateral; (D) to rel endorsers, or other guarantors on any terms or in any payments and credits shall be made on the Indebtednei without limitation, any nonjudicial sale permitted by the may determine; (G) to sell, transfer, assign or grant i Guaranty in whole or in part. his Guaranty means all of the principal amount outstanding from time to time and at any all collection costs and legal expenses related thereto permitted by law, attorneys' fees, c of every nature or form, now existing or hereafter arising or acquired, that Borrower , owes or will owe Lender. "Indebtedness" Includes, without limitation, loans, advances, ass, lease obligations, liabilities and obligations under any interest rate protection r commodity price protection agreements, other obligations, and liabilities of Borrower, uture advances, loans or transactions that renew, extend, modify, refinance, consolidate Nether. voluntarily or involuntarily incurred; due or to become due by their terms or dated; determined or undetermined; direct or indirect; primary or secondary in nature or ad; joint or several or joint and several; evidenced by a negotiable or non-negotiable r others; barred or unenforceable against Borrower for any reason whatsoever; for any ich as infancy, insanity, ultra vires or otherwise); and originated then reduced or after receives additional guaranties from Guarantor, Lender's rights under all guaranties cifically provided below to the contrary) affect or invalidate any such other guaranties, under the terms of this Guaranty and any such other unterminated guaranties. iUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND CTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO act when received by Lender without the necessity of any acceptance by Lender, or any full force until aB the Indebtedness incurred or contracted before receipt by Lender of paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of t Lender's address listed above or such other place as Lender may designate in writing. v Indebtedness created after actual receipt by Lender of Guarantor's written revocation. rr Indebtedness" does not include the Indebtedness which at the time of notice of not due and which later becomes absolute, liquidated, determined or due. For this es not include all or part of the Indebtedness that is: incurred by Borrower prior to inding before revocation; any renewals, extensions, substitutions, and modifications of s estate as to the Indebtedness created both before and after Guarantor's death or ntor's death. Subject to the foregoing, Guarantor's executor or administrator or other same manner in which Guarantor might have terminated it and with the same effect. her guaranty of the Indebtedness shall not affect the liability of Guarantor under this it more Guarantors shall not affect 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 (40,00), shelf not constitute a upon Guarantor and Guarantor's hairs, successors and assigns so long as any of the edness may from time to time be zero dollars (#0.00). for authorizes Lender, either before or after any revocation hereof, without notice or this Guaranty, from time to time: (A) prior to revocation as set forth abover to make Borrower, to lease equipment or other goods to Borrower, or otherwise to extend enew, extend, accelerate, or otherwise change one or more times the time for payment to Indebtedness, including increases and decreases of the rate of interest on the or longer than the original loan term; (C) to take and hold security for the payment of e, waive, subordinate, fail or decide not to perfect, and release any such security, with ase, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, manner Lender may choose; (E) to determine how, when and what application of (F) to apply such security and direct the order or manner cf ak thereof, including :arms of the controlling security agreement or deed of trust, as Lender in its discretion irticipations in all or any part of the Indebtedness; and (H) to assign or transfer this GUARANTOR'S REPRESENTATIONS AND WARRANT[ . Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor hick would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request o Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor CQMMERCIAL GUARANTY Loan No: 4000003369 (Continued) page, 2 and do not result in a violation of any law, regulation, c the prior written consent of Lender, sell, Jesse, assil Guarantor's assets, or any interest therein; (F) upon I acceptable to Lender, and all such financial informatioi Lender is and will be true and correct in all material information is provided; (G) no material adverse chi financial statements provided to Lender and no event no litigation, claim, investigation, administrative procee threatened; (1) Lender has made no representation tc adequate means of obtaining from Borrower on a con keep adequately Informed from such means of any fac Guaranty, and Guarantor further agrees that Lender stu Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor Annual Statements. As soon as available, but in n sheet and income statement for the year ended, pr Tax Returns. As soon as available, but in no eve ended, Federal and other governmental tax returns, All financial reports required to be provided under this 1 certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by a money or to extend other credit to Borrower; (B) to nonpayment of the Indebtedness or of any nonpaymen Lender, any surety, endorser, or other guarantor in co loans or obligations; (C) to resort for payment or to pr (D) to proceed directly against or exhaust any collaten notice of the terms, time, and place of any public or pr any other applicable provisions of the Uniform Commerc act or omission of any kind, or at any time, with respect Guarantor also waives any and all rights or defenses bi defenses arising by reason of (A) any "one action" ( action, including a claim for deficiency, against Guarai either judicially or by exercise of a power of sale; (E Guarantor's subrogation rights or Guarantor's rights to rights Guarantor may suffer by reason of any law limit Borrower, of any other guarantor, or of any other persoi than payment in full in legal tender, of the Indebtedne impairment of any collateral for the Indebtedness; (E) Guarantor is commenced, there is outstanding Indebted given to guarantors at law or in equity other than acts whether voluntarily or otherwise, or by any third party, ( to Borrower's trustee in bankruptcy or to any similar I Indebtedness shall be considered unpaid for the purpose Guarantor further waives and agrees not to assert or cl claim of setoff, counterclaim, counter demand, recour Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO made with Guarantor's full knowledge of its significance not contrary to public policy or law. If any such waiver effective only to the extent permitted by law or public pc RIGHT OF SETOFF. To the eMent permitted by appli (whether checking, savings, or some other account). ' Guarantor may open in the future. However, this does r prohibited by law. Guarantor authorizes Lender, to the i may apply the funds in these accounts to pay what Guar Durt decree or order applicable to Guarantor; (E) Guarantor has not and will not, without n, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of ander's request, Guarantor will provide to Lender financial and credit Information in form which currently has been, and all future financial information which will be provided to aspects and fairly present Guarantor's financial condition as of the dates the financial nge has occurred in Guarantor's financial condition since the date of the most recent ias occurred which may materially adversely affect Guarantor's financial condition; (H) ding or similar action (including those for unpaid taxes) against Guarantor is pending or Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established inuing basis information regarding Borrower's financial condition. Guarantor agrees to s, events, or circumstances which might in any way affect Guarantor's risks under this I have no obligation to disclose to Guarantor any information or documents acquired by to furnish Lender with the following: event later than ninety (90) days after the end of each fiscal year, Guarantor's balance :pared by Guarantor. I later then ninety (90) days after the applicable filing date for the tax reporting period prepared by Guarantor. uaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and )plicable taw, Guarantor waives any right to require Lender (A) to continue lending nake any presentment, protest, demand, or notice of any kind, including notice of any related to any collateral, or notice of any action or nonection on the part of Borrower, nection with the Indebtedness or in connection with the creation of new or additional need directly or at once against any person, including Borrower or any other guarantor; I held by Lender from Borrower, any other guarantor, or any other person; (E) to give rate sale of personal property security held by Lender from Borrower or to comply with el Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any to any matter whatsoever. sod on suretyship or impairment of collateral including, but not limited to, any rights or r "anti-deficiency" law or any other law which may prevent Lender from bringing any tor, before or after Lender's commencement or completion of any foreclosure action, any election of remedies by Lender which destroys or otherwise adversely affects proceed against Borrower for reimbursement, including without limitation, any loss of ig, qualifying, or discharging the Indebtedness; (C) any disability or other defense of , or by reason of the cessation of Borrower's liability from any cause whatsoever, other :s; (D) any right to claim discharge of the Indebtedness on the basis of unjustified any statute of limitations, if at any time any action or suit brought by Lender against Tess which is not barred by any applicable statute of limitations; or (F) any defenses al payment and performance of the Indebtedness. If payment is made by Borrower, n the Indebtedness and thereafter Lender is forced to remit the amount of that payment arson under any federal or state bankruptcy low or law for the relief of debtors, the of the enforcement of this Guaranty. iim at any time any deductions to the amount guaranteed under this Guaranty for any vent or similar right, whether such claim, demand or right may be asserted by the IAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is and consequences and that, under the circumstances, the waivers are reasonable and i determined to be contrary to any applicable law or public policy, such waiver shall be de law, Lender reserves a right of setoff in all Guarantor's accounts with Lender s includes all accounts Guarantor holds jointly with someone else and all accounts include any IRA or Keogh accounts, or any trust accounts for which setoff would be ant permitted by applicable law, to hold these funds if there is a default, and Lender or owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor m y now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. 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 Bor ower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit o creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guaran or shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims w )ch it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the some are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other action as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alter tion of or amendment to this Guaranty 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. Loan No: 4000003369 COMMERCIAL GUARANTY (Continued) Page 3 Attorneys' Fees; Expenses. Guarantor agrees to pay 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 Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings fincuuding efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-Judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guar my are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed y federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania with it regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarant r agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. i Integration. Guarantor further agrees that Guare opportunity to be advised by Guarantor's attorney evidence is not required to interpret the terms of claims, damages, and costs (including Lender's at warranties, representations and agreements of this Interpretation. In all cases where there is more tl be deemed to have been used in the plural wher named in this Guaranty or when this Guarantl respectively shall mean all and any one or more of assigns, and transferees of each of them. If a cc fact by itself will not mean that the rest of this provisions of this Guaranty even if a provision c Borrower or Guarantor are corporations, partnersh into the powers of Borrower or Guarantor or of tl their behalf, and any indebtedness made or create Guaranty. Notices. Unless otherwise provided by applicable except for revocation notices by Guarantor, shal otherwise required by law), when deposited with States mail, as first class, certified or registered m All revocation notices by Guarantor shall be in vii Guaranty entitled "DURATION OF GUARANTY." A notice to the other parties, specifying that the pt agrees to keep Lender informed at all times of Gu than one Guarantor, any notice given by Lender to No Waiver by Lender. Lender shall not be deemed signed by Lender. No doley or omission on the pi right. A waiver by Lender of a provision of this G strict compliance with that provision or any other x Lender and Guarantor, shall constitute a waiver of Whenever the consent of Lender is required under I continuing consent to subsequent instances when the sole discretion of Lender. for has read and fully understands the terms of this Guaranty; Guarantor has had the vith respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol ,i(s Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, mays' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the paragraph. in one Borrower or Guarantor, then all words used in this Guaranty in the singular shell the context and construction so require; and where there is more than one Borrower is executed by more than one Guarantor, the words "Borrower" and "Guarantor" :hem. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, rt finds that any provision of this Guaranty is not valid or should not be enforced, that uaranty will not be valid or enforced. Therefore, a court will enforce the rest of the th)s Guaranty may be found to be invalid or unenforceable. If any one or more of is, limited liability companies, or similar entities, it is not necessary for Lender to inquire i officers, directors, partners, managers, or other agents acting or purporting to act on in reliance upon the professed exercise of such powers shall be guaranteed under this aw, any notice required to be given under this Guaranty shall be given in writing, and, be effective when actually delivered, when actually received by telefacsimile (unless a nationally recognized overnight courier, or, if mailed, when deposited in the United l postage prepaid, directed to the addresses shown near the beginning of this Guaranty. sting and shall be effective upon delivery to Lender as provided in the section of this y party may change its address for notices under this Guaranty by giving formal written pose of the notice is to change the party's address. For notice purposes, Guarantor rentor's current address. Unless otherwise provided by applicable law, if there is more ny Guarantor is deemed to be notice given to all Guarantors, o have waived any rights under this Guaranty unless such waiver is given in writing and t of Lender in exercising any right shall operate as a waiver of such right or any other aranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand ovision of this Guaranty. No prior waiver by Lender, nor any course of dealing between ny of Lender's rights or of any of Guarantor's obligations as to any future transactions. its Guaranty, the granting of such consent by Lender in any instance shall not constitute such consent is required and In all cases such consent may be granted or withheld in Successors and Assigns. The terms of this uaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive ?he right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. ANNUAL REVIEW. The Lender will review the Note predicated on the performance of the company and/or it CROSS COLLATERALIZE/CROSS DEFAULT. This loan v Borrower's related entities, to Lender. If at any time thi amounts under the loans will be immediately due and pa DEFINITIONS. The following capitalized words and ten stated to the contrary, all references to dollar amounts i used in the singular shall include the plural, and the plun defined in this Guaranty shall have the meanings attribut tnually for renewals and extensions; such renewals and extensions to be granted viduals and adherence to the Loan Agreement and/or loan policy. I be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of s is a default under this loan, all loans will be considered in default and all outstanding able in full. A default in one loan shall constitute a default in all others. a shall have the following meanings when used in this Guaranty. Unless specifically all mean amounts in lawful money of the United States of America. Words and terms shall include the singular, as the context may require. Words and terms not otherwise f to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means M.P.A. Prdperties, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepts Guarantor. The word "Guarantor" means everyoni any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaran indebtedness. The word "Indebtedness" means Boi Lender. The word "Lender" means GRAYSTONE B/ Note. The word "Note" means and includes with Borrower's loan obligations in favor of Lender, togs of and substitutions for promissory notes or credit a accounting principles. signing this Guaranty, including without limitation Saratoga Ocean, and in each case, r from Guarantor to Lender. ewer's indebtedness to Lender as more particularly described in this Guaranty. dK, its successors and assigns. A limitation all of Borrower's promissory notes and/or credit agreements evidencing or with all renewals of, extensions of, modifications of, refinancings of, consolidations CgMMERCIAL GUARANTY Loan No: 4000003369 (Continued) Page 4 Related Documents. The words "Related Docu agreements, guaranties, security agreements, mi agreements and documents, whether now or here CONFESSION OF JUDGMENT. GUARANTOR HE PROTHONOTARY OR CLERK OF ANY COURT IN THI FOR GUARANTOR AFTER THE AMOUNTS HEREUNC JUDGMENT AGAINST GUARANTOR FOR THE ENTII CHARGES AND ANY AND ALL AMOUNTS EXPENI INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT PRINCIPAL BALANCE AND ACCRUED INTEREST FOR ON WHICH JUDGMENT OR JUDGMENTS ONE OR MOI A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVI TO CONFESS JUDGMENT AGAINST GUARANTOR CONTINUE FROM TIME TO TIME AND AT ALL Til GUARANTOR HEREBY WAIVES ANY RIGHT GUARAP CONFESSION OF JUDGMENT AND STATES THAT El JUDGMENT PROVISION TO GUARANTOR'S ATTENTIC EACH UNDERSIGNED GUARANTOR ACKNOWLEDGE: TERMS. IN ADDITION, EACH GUARANTOR UNDERSI DELIVERY OF THIS GUARANTY TO LENDER AND THO IN THE SECTION TITLED "DURATION OF GUARANTY' EFFECTIVE. THIS GUARANTY IS DATED JUNE 28, 20 THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS IN OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: P14 Pb X Saratoga Oce gate no moo. v«. a.u.aaw c; nents" mean all promissory notes, credit agreements, loan agreements, environmental rtgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, after existing, executed in connection with the Indebtedness. REBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME .R BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER IE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE ED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (1096) OF THE UNPAID COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 185001 IE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR f SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY HALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL !IES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. TOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH 'HER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF N OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS ANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND T THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT 6W.01-, b . 107, MW. At Alp", e.,...e. - M-1 t ?a 1 ; o i r7l f?s O 4 -1 0 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. . No. pg -(A (0 C4-Vi I IefWt V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants TO : CIVIL ACTION - LAW A judgment in the amount of $218,686.87 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 o defeat the judgment or to prevent your money or property from being taken. YOU MUST FIL 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 YO OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THI PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR ELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WIT 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 TON ABOUT AGENCIES THAT MAY OFFER LEGAL > AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 M.P.A. Properties, L.L.C.'. 950 Walnut Bottom Road! Suite 15-114 Carlisle, PA 17015 C7 :v ' -?? rn 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. j No. Og - C.3I M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, TO: Saratoga Ocean 118 Stonehedge Drive Carlisle, PA 17013 A judgment in the amount o $218,686.87 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a Confession of Judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date of which this Notice is served on you. You may have legal rights o defeat the judgment or to prevent your money or property from being taken. YOU MUST FIL A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE (THIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YO OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THI PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR ELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WIT INFORMATIN ABOUT HIRING A LAWYER. IF YOU CANNOT AFFOR TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFOR ITON ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 Defendants 1 : CIVIL ACTION - LAW 2 !? t rr: C 7 T Y?? W Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. No. 0$ - (o31{p Ci V i lTi?,l'r?, V. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants CIVIL ACTION - LAW Certification I hereby certify the precise last known addresses of the parties are as follows: Defendants: Mikhail Ocean Saratoga Ocean 118 Stonehedge Drive 118 Stonehedge Drive Carlisle, PA 17013 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 AIDI F O E INDSAY By: Michael L. Solom , Esquire Supreme Court ID # 36031 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Sworn to and subscribed Before me this Z3rlday Of ? 2?$ COMMONWEALTH OF PENNSYLVANIA Notarial Seal Yvonne Sersch, Notary Public Camp Hill Bono, , C Cumberlancl d County My Commission Expires Feb. 1, 2012 Ot Public Member, Pennsylvania Association o1 Notaries ???„ ? va ?: .?.. ??" ? ? ? 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. No. Oi8 - (o3l?p M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants : CIVIL ACTION AFFIDAVIT OF NON-MILITARY SERVICE I, Michael L. Solomon, Eouire, being duly sworn according to law, hereby affirm that to the best of my knowledg?, Mikhail Ocean is not currently serving in the United States Military, nor in any State Or Territory thereof or its allies, as defined in the Soldiers' and Sailors' Civil Rehei Act of 1940 and the amendments thereto. Mid ael . Solo n, Esquire Sworn to and subscribed Before me this 23rk day of Lz;L ? , &,)Or . C N Eery 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 O ? t ra co c") z 4 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. CS - 1031(p 0,;,,;( Terot M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Oc4n, Defendants : CIVIL ACTION AFFIDAVIT OF NON-MILITARY SERVICE I, Michael L. Solomon, 4quire, being duly sworn according to law, hereby affirm that to the best of my knowledg?, Saratoga Ocean is not currently serving in the United States Military, nor in any State or Territory thereof or its allies, as defined in the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto. Mich el L. Solomon, Esquire Sworn to and subscribed Before me this 4 day of Ck-+,oNQA-,, , 2mo r, ry Public COMMONWEALTH OF PENNSYLVANIA Notarial sew Yvonne Sersch, Notary Public Camp Hill Boro, Cwnberiaed COWRY EMy Commission Expires Feb. 1, 2012 Member, Pennsylvania Association of Notaries m "? `? ix ?r7 7 d r-? ?... ,t C7 -? ?_ C .C` .? ? f. ? .r,. ..... ?'C 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 C TO: Mikhail Ocean 118 Stonehedge Drive Carlisle, PA 17013 : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. . No. pg- lo3tb ?w?t 7er?•- A judgment in the amount $218,686.87 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a Confession of Judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date of which this Notice is served on you. You may have legal rights o defeat the judgment or to prevent your money or property from being taken. YOU MUST FIL A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE (THIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YO OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THI PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WIT INFORMATIN ABOUT HIRING A LAWYER. IF YOU CANNOT AFFOR TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFOR ITON ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. id County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 Defendantsl : CIVIL ACTION - LAW m ?r.,. :?'r" v??? ? .?? ?? ? ?? .? ? 4 "? J , Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, V. : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. Plaintiff M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga C No. D$ - (031 ? CIVIL ACTION - LAW O,iv< t Tv-. rot Please take notice that t e Plaintiff in this matter has entered judgment by confession against you in the a ount of $218,686.87. You are entitled to a peti ion to "strike" or "open" the judgment. In order to do so, you must promptly file a pet '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, Cumber) nd 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, )etition 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 loca 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 asking the Sheriff to seize your assets. Accordingly, you should immediately seek the advice of an attorney. If you wish to discuss the matter with an attorney but do not contacting the following agenc Corporations may be include a corporation, the cc challenge the judgment. how to find one, you may request a referral by id County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 to represent themselves in court. If the defendants ?n must appear through an attorney if it intends to 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 ' 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. By: M Mic el L. Solom n, Esquire Attorney for Graystone Bank '?' ?: rn ? ?? cry ?? ?'`? ., ???? A? ? ? 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. pg - &31 w i l -Terw- M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants : CIVIL ACTION - LAW NOTICE OURSUANT TO 42 Pa.C.S. 4 2737.1 Please take notice that the Plaintiff in this matter has entered judgment by confession against you in the aount of $218,686.87. You are entitled to a petition 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, Cumberl nd County, Pennsylvania. A petition is a formal statement of your basis for challenging the judgment. You must include the names of the parties at the top of the first page and the case number, which is shown above. The petition must state your reasons for challenging the judgment in separate numbered paragraphs. You have to sign the petition and include a sworn statement at the end of the document verifying that the facts you state in the petition are true and accurate. ou will waive any defense and objections not included I your petition to strike or open. Y u must therefore make every effort to raise all possible issues and defenses in your p tition to strike or open in order to avoid waiving any claims. 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 petitio challenging the judgment, the Plaintiff may take steps to collect on the judgment by asking the Sheriff to seize your assets. Accordingly, you should immediately seek the advice of an attorney. If you wish to discuss the matter with an attorney but do not now how to find one, you may request a referral by contacting the following agency Cum rland County Lawyer Referral Service 32 South Bedford Street Carlisle, PA 17013 # 800-990-9108 i 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 llect cost and reasonable attorney's fees as determined by the Court. By: 1? -?J ? , Z-C-0-e.- Michael L. Solomon, squire Attorney for Graystone Bank T .G" V - 'A 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 C CIVIL ACTION - LAW Please take notice that confession against you in the : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. . No. pig - (, 311 CA--J I It Tees,, Plaintiff in this matter has entered judgment by unt of $218,686.87. You are entitled to a pe ition to "strike" or "open" the judgment. In order to do so, you must promptly file a pet ion with the Court of Common Pleas of Cumberland County, Pennsylvania, as req ired by Rule 2959 of the Pennsylvania Rules of Civil Procedure. Any such petitio can be filed with the clerk or Prothonotary at the courthouse in Carlisle, Cumbe land County, Pennsylvania. A petition is a formal si 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. atement of your basis for challenging the judgment. You parties at the top of the first page and the case number, petition must state your reasons for challenging the d paragraphs. You have to sign the petition and include a f the document verifying that the facts you state in the You will waive any defense and objections not included I You must therefore make every effort to raise all possible petition to strike or open in order to avoid waiving any if you elect to file a peti ion, you must meet the requirements of Rule 2959 of the Rules of Civil Procedure. A fu ly 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 peti ion challenging the judgment, the Plaintiff may take steps to collect on the judgment by asking the Sheriff to seize your assets. Accordingly, you should immediately seek the advice of an attorney. If you wish to discuss the matter with an attorney but do not know how to find one, you ma re u contacting the following agency: Y q est a referral by Cumb rland 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 def include a corporation, the corporation must appear through an attorney if defendants challenge the judgment. y f it intends to You may receive other papers papers do not negate or override s Notce.tLkewi?se th sgNthe oti judgment. Those other does not negate any of the notice or information obtained in other pa apoers that tended may and served upon you. may be We reiterate that you are the judgment. Under certain circa file a petition after papers are sei apply, you must act promptly in c manner will render you unable to If you were incorrectly error you may be entitled to c determined by the Court. fired to act promptly if you wish to seek relief from antes, you have only thirty (30) days in which to on you. Even if the thirty (30) day rule does not to protect your interest. Failing to act in a timely lenge the judgment at a later time. led and judgment was entered against you in cost and reasonable attorney's fees as By: is el L. Solomon, squire Attorney for Graystone Bank n ca .tm?. W ?i r 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! TO: Mikhail Ocean 118 Stonehedge Drive Carlisle, PA 17013 IN THE COURT Of COMMON PLEAS CUMBERLAND COUNTY, PENNA. . No. 03 -1031 !p CIVIL ACTION - LAW a-ty; t -Ferot NOTICE ?6, you are hereby notified that judgment by confession Pursuant to Pa.R.C.P. 2i has been entered against you ir? the above-captioned matter. P onotary Date: !o%q'o$ IF YOU HAVE ANY QUE TIONS CONCERNING THIS NOTICE, PLEASE CONTACT PLAINTIFF'S COUNSEL AT THE4DDRESS AND PHONE NUMBER ABOVE. Michael L. Solomon, Esquire Saidis, Flower & Lindsay 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 GRAYSTONE BANK, Plaintiff i v. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Oc?an, Defendants : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNA. No. D& L3lt? : CIVIL ACTION - LAW NOTICE TO: Saratoga Ocean 118 Stonehedge Drive Carlisle, PA 17013 L1*4"irs., 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. ? ?11 L!W_L_ P thonotary Date: to fayl og i IF YOU HAVE ANY QUE TIONS 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, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNA. V. No. M.P. A. Properties, L.L.C., and Mikhail Ocean and Saratoga Ocean, Defendants : CIVIL ACTION - LAW NOTICE i TO: M.P.A. Properties, L.L.C.; 950 Walnut Bottom Road Suite 15-114 Carlisle, PA 17015 Pursuant to Pa.R.C.P. 2$6, you are hereby notified that judgment by confession has been entered against you irr? the above-captioned matter. 'AL i P onota Date: (pylpg IF YOU HAVE ANY QUE TIONS CONCERNING THIS NOTICE, PLEASE CONTACT PLAINTIFF'S COUNSEL AT THE DDRESS AND PHONE NUMBER ABOVE. r November 21, 2008 Civil Action 08-6316 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 DENY 7. Of Civil Complaint - Defendant ADMIT 8. Of Civil Complaint - Defendant DENY 9. Of Civil Complaint - Defendant DENY 10. OF Civil Complaint - Defendant DENY 1 / 1? ?4 0)? - DATE / v oa DATE DEFENDANT, WA Properties, LLC By Member, Mikhail Ocean Z9.11-e?ex D FENDANTS, Mikhail Oce and Saratoga Ocean, by Mikhail Ocean