Loading...
HomeMy WebLinkAbout10-5700 REDEVELOPMENT AUTHORITY : OF THE COUNTY OF CUMBERLAND Plaintiff V. C&J, LLC = and JAMIE M. BERGER, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYVANIA NO. _ 71) CIVIL ACTION- LAW CONFESSION OF JUDGMENT CONFESSION OF JUDGMENT 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 plaintiff and confess judgment in favor of the plaintiff and against defendants as follows: Principal $ 2,495.77 Interest to 03/02/10 $ (per diem of $2.88) Late Charges $ Other Charges $ Attorney fees $ 750.00 F/- $ 3,245.77 VERIFICATION I, Christopher Gulotta, verify that the statements made in the foregoing Confession Of Judgment are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to penalties of 18 Pa.C.S. §4904, relating to unsworn falsifications to authorities. ?-a Christopher Gulotta Executive Director Redevelopment Authority of the County of Cumberland Dated: 9- of /b REDEVELOPMENT AUTHORITY : IN THE COURT OF COMMON PLEAS OF OF THE COUNTY OF CUMBERLAND COUNTY, PENNSYLVANIA CUMBERLAND, Plaintiff, REDEVELOPMENT AUTHORITY : OF THE COUNTY OF CUMBERLAND, Plaintiff, V. C&J, LLC and JAMIE M. BERGER, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. JD " S70d CIVIL ACTION- LAW COMPLAINT IN CONFESSION OF JUDGMENT NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and notice are served, by entering a written appearance personally or by an attorney and filing in writing with the court your defenses or objections to the claims set forth against. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 REDEVELOPMENT AUTHORITY,: IN THE COURT OF COMMON PLEAS OF OF THE COUNTY OF CUMBERLAND COUNTY, PENNSYLVANIA CUMBERLAND Plaintiff, V. NO.2010- C&J, LLC CIVIL ACTION- LAW and JAMIE M. BERGER, Defendants COMPLAINT IN CONFESSION OF JUDGMENT COMPLAINT IN CONFESSION OF JUDGMENT NOW, comes Plaintiff, Redevelopment Authority of the County of Cumberland ("Authority"), by and through its attorney, TRICIA D. NAYLOR, and files the within complaint and, in support thereof, sets forth the following: 1. Plaintiff is the Redevelopment Authority of the County of Cumberland, a body public body and a body corporate and politic of the Commonwealth of Pennsylvania, with a place of business located at 114 North Hanover Street, Carlisle, Cumberland County, Pennsylvania 17013. 2. Defendant, C&J, LLC, d/b/a C & J Catering, is a Pennsylvania limited liability corporation with its principal business located at 7441-R Allentown Blvd., Harrisburg, Dauphin County, Pennsylvania 17112. 3. Defendant, Jamie M. Berger, is an adult individual with an address of 1985 Hickory Trace Dr., Fleming Isle, Florida 32003-8391. 4. On or about February 2, 2006, C&J, LLC, made, executed and delivered the same day to the Redevelopment Authority of the County of Cumberland in the original principal sum of seven thousand five hundred ($7,500.00) dollars a written Promissory Note. 5. A true and correct copy of the Promissory Note is attached hereto as Exhibit "A" and is incorporated by reference. 6. On or about February 2, 2006, C&J, LLC, made, executed and delivered the same day to the Redevelopment Authority of the County of Cumberland County a written Loan Agreement. 7. A true and correct copy of the Loan Agreement is attached hereto as Exhibit "B" and is incorporated by reference. 8. On or about February 2, 2006, C&J, LLC, made, executed and delivered the same day to the Redevelopment Authority of the County of Cumberland a written Security Agreement. 9. A true and correct copy of the Security Agreement is attached hereto as Exhibit "C" and is incorporated by reference. 10. On or about February 2, 2006, Defendant, Jamie M. Berger, executed and delivered to Authority a Commercial Guaranty wherein Jamie M. Berger agreed to and did guaranty repayment of the Promissory Note. 11. A true and correct copy of Guaranty is attached hereto as Exhibit "D" and incorporated by reference. 12. Under the terms of the Promissory Note, it shall be an Event of Default under the Note if there is an Event of Default under the Loan Documents, the herein referenced Loan Agreement and Security Agreement. 13. Upon the occurrence of an Event of Default, the Redevelopment Authority of the County of Cumberland at its option may declare that the whole unpaid balance of the principal indebtedness, together with interest and all other sums due under the Note or secured by the Security Agreement and the Personal Guarantee or required to be paid to the Redevelopment Authority of the County of Cumberland thereunder, due and payable immediately without notice to the Defendant. 14. Defendant, C&J, LLC, has defaulted under the terms and conditions of Promissory Note and Security Agreement by removing the collateral from the property at 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania, without prior consent the Redevelopment Authority of the County of Cumberland. 15. Defendant, C&J, LLC, has defaulted under the terns and conditions of the Promissory Note and Loan Agreement by failing to operate a catering business at the property known as 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania. 16. The Promissory Note and Guaranty provide for the recovery of attorney fees and costs incurred by the Authority to collect the debts due and owing. 17. Judgment is not being entered by confession against natural persons in connection with a consumer transaction. 18. Judgment has not been entered on the Promissory Note or Guaranty in any other jurisdiction. 19. The following amounts are presently due under the Promissory Note: Principal Interest to 08/31/10 (per diem of $.13) Attorney fees $ 2,495.77 $ 4.16 750.00 $ 3,249.93 COUNTI BREACH OF CONTRACT REDEVELOPMENT AUTHORITY OF THE COUNTY OF CUMBERLAND V. C&J, LLC AND JAMIE M. BERGER 20. Plaintiff incorporates by reference paragraphs one through nineteen as though set forth at length. 21. C&J, LLC has breached the Promissory Note by failing to operate a catering business at the property known as 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania. 22. C&J, LLC has breached the Promissory Note by removing collateral from the designated location. 23. Jamie M. Berger has breached the Guaranty by failing to operate a catering business at the property known as 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania. 24. Jamie M. Berger has breached the Guaranty by removing collateral from the designated location. 25. All conditions precedent to recovery have been fulfilled. 26. As a direct and proximate result of the breaches of the Defendants, Authority has incurred damages of $3,249.93 and these damages will continue to accrue. WHEREFORE, Plaintiff requests judgment in its favor and against Defendants for the sum of $3,249.93 plus additional interest, costs, expenses and attorney fees all in an amount under the limit for compulsory arbitration. Respectfully submitted, Tries D. Naylor, Esqtt_ ID # 83760 104 S. Hanover Street Carlisle, Pennsylvania 17013 (717) 243-7437 Attorney for Plaintiff C-A; b4 C&J, LLC Note 01.20.2006 NOTE Dated: 2,' of FC?ov, ,, 2006 At: Carlisle, Pennsylvania $7,500.00 FOR VALUE RECEIVED, the undersigned C&J, LLC, of 2414 Rolling Hills Drive, Mechanicsburg, Cumberland County, Pennsylvania 17055 (the "Maker"), irrevocably promises to pay to the order of the Redevelopment Authority of the County of Cumberland, with its principal place of business at 114 North Hanover Street„ Carlisle, Cumberland County, Pennsylvania 17013 (the "Authority"), the principal sum of Seven Thousand, Five Hundred and 00/100 Dollars ($7,500.00) (the "Loan"), or so much thereof as will be disbursed to the Maker pursuant to the terms of the Loan Agreement between the Authority and the Maker dated the same date as this Note (the Loan Agreement"), upon the terms as set forth herein and the Loan Agreement, for equipment purchase and leasehold improvements to the property located at 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania (the "Premises"). This note bears a two percent (2%) rate of interest with a seven (7) year amortization period commencing the ?? of FC 2006. Beginni on the 2, '" f - 2006 and continuing monthly thereafter on the i,_? y of each and every month, payments of Ninety-Five and 76/100 Dtherrs 956)ifhanlybebeing due tthepr??of balance, plus any outstanding interest and charges, y,,?0"-t-1 2013. The Maker may prepay the principal. This Note is executed and delivered pursuant to the Loan Agreement, and is subject to all the terms and conditions thereof. This Note is entitled to the security provided for in the Loan Agreement. As security for the payment of the Loan, the Maker has executed and delivered to the Authority a security agreement (the "Security Agreement") and personal guarantees (the "Personal Guarantees") from Jamie M. Berger, of 2414 Rolling Hills Drive, Mechanicsburg, Pennsylvania, 17055 and from Carisa L. Morris, of 129 East Ridge Road, Dillsburg, Pennsylvania, 17019. The Loan Agreement, Security Agreement, Personal Guarantees, and this Note are hereinafter referred to as the "Loan Documents." THE MAKER HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. All the terms, covenants, conditions and provisions of the Loan Documents are incorporated herein by reference and are made a part hereof, and any breach or violation thereof will constitute a breach or violation of this Note. 2. It shall be an Event of Default under this Note if there is an Event of Default under the Loan Documents. Upon the occurrence of an Event of Default, the Authority at its option may declare that the whole unpaid balance of the principal indebtedness, together with interest and all other sums due hereunder or secured by the Security Agreement and the Personal Guarantees or required to be paid to the Authority thereunder, is due and payable immediately without notice to the Maker. WARRANT 3. THE FOLLOWING PARAGRAPH THEOMAKER AUTHORITY FOR AN ATTORNEY TO CO GRANTING THIS WARRANT OHE ATTORNEY KNOWINGLY, CONFESS JUDGMENT INTENT INTENTIONALTHE LY MAKER, THE MAKER VOLUNTARILY, AND, ON THE ADVICE OF THE SEPARATE COUNSEL OF THE MAKER, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE MAKER HAS OR MAY HAVE TO PRIOR NOTICE ANNDALAWSOPPORTUNITY OF THE UNITEDHEARING STATES AND THE AND RESPECTIVE CONSTITUTIONS COMMONWEALTH OF PENNSYLVANIA. Upon the occurrence of an Event of Default under this Note (of which an affidavit on behalf of the Authority will be sufficient evidence), the Maker hereby irrevocably authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania, or elsewhere, to appear for and to enter and confess judgment against the Maker, at any time or times and as of any term, for the principal sum above mentioned, with or without declaration, with interest and costs of suit, without stay of execution, and with reasonable attorney's fees. The Maker agrees that any of their property may be levied upon to collect said judgment and may be sold upon a writ of execution, and hereby waives and releases all laws, now or hereafter in force, relating to exemption, appraisement or stay of execution. The authority hereby granted to confess judgment will not be exhausted by any exercise thereof, but will continue from time to time and at all times until the Maker has performed all of the other provisions hereof or of the Loan Documents to be performed by the Maker. 4. All of the covenants herein contained will accrue to the benefit of the successors and assigns, voluntary or involuntary, of the Authority. 5. The Maker hereby waives the technical requirements of demand, grace, presentment for payment, protest, notice of dishonor or nonpayment and notice of the exercise of any option hereunder, except as notice and grace are specifically provided for in this Note or the Loan Agreement. 6. The remedies provided in this Note and the Loan Documents or otherwise available to the Authority for the enforcement of the payment of the principal sum and the performance of the covenants, conditions, and agreements, matters and things herein and therein contained are cumulative and concurrent and the Authority at its sole discretion may pursue them singly or successively or together and the Authority may exercise them from time to time as often as occasion occurs until the Authority has been paid all sums due in full. 7. The terms and provisions of this Note are severable. This means that if any of the terms, covenants, conditions or provisions of this Note are unenforceable or invalid under federal, state or other applicable law, such unenforceability or invalidity will not make any other of the terms, covenants, conditions or provisions hereof unenforceable or invalid. If law prohibits any waiver by Maker in this Note, including but not limited to the waiver of exemption from execution, such waiver will be and be deemed to be deleted herefrom. IN WITNESS WHEREOF, intending to be legally bound hereby, the Makers have caused this Note to be duly executed, the day and year first above written. WITNESS: C&J, LLC v By Eyhllbi-I- 13 C&J, LLC Loan Agreement 01.20.2006 LOAN AGREEMENT THIS LOAN AGREEMENT, is being signed as of the ;2 day of Fe u ^,;t-?7 2006, BY AND BETWEEN THE REDEVELOPMENT AUTHORITY OF THE COUNTY OF CUMBERLAND, with its principal place of business at 114 N. Hanover Street, Carlisle, Cumberland County, Pennsylvania, 17013, (the "Authority"), and C&J, LLC, of 2414 Rolling Hills Drive, Mechanicsburg, Cumberland County, Pennsylvania, 17055 (the "Borrower"). BACKGROUND OF AGREEMENT: A. The Borrower desires to proceed with leasehold improvements and equipment purchases (the "Improvements"') to a property located at 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania, 17055 (hereinafter the "Premises"). B. The Authority desires the Improvements, in that they will increase the tax base in the Borough of Mechanicsburg, create job opportunities, and facilitate the catering and take- out business on the Premises. C. The Authority agrees to make a loan of Seven Thousand, Five Hundred and 00/100 Dollars ($7,500.00) from funds the Authority obtained from the Department of Community and Economic Development (hereinafter the "Loan") upon the terms and subject to the conditions contained in this Agreement. NOW, THEREFORE, the Borrower and the Authority, in consideration of their mutual promises in this Agreement, and intending to be legally bound by this Agreement, make the following representations, promises and agreements with and to each other: Section 1. Definitions. There are certain terms used in this Agreement which have the meanings defined in this Section 1. These defined terms are as follows: Eligible Costs of the Proieet. The Eligible Costs of the Project are specifically the costs of equipment purchases and leasehold improvements to a structure located upon the Premises at 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania, 17055. Loan Documents. The Loan. Documents (the "Loan Documents") include (i) this Agreement, (ii) the Note described in Section 3, (iii) the Security Agreement described in Section 4, and (iv) the Personal Guarantees described in Section 4. Section 2. The Loan. The Authority agrees to make the Loan of Seven Thousand Five Hundred Dollars and 00/100 ($7,500.00) to the Borrower, subject to the terms and conditions of this Agreement. In order to receive the proceeds of the Loan, the Borrower will have to first satisfy all of the conditions of this Agreement. The Borrower promises to use the Loan proceeds exclusively for the Eligible Costs of the Project. Section 3. Notes. The Borrower promises to pay the Loan and the other terms of the Loan, such as the maturity date and payment dates and amounts, are contained in the Borrower's note (the "Note") . A. Note The terms for the Note are as follows: (1) Interest - Two percent (2%) interest. (2) Term - Seven (7) year term, with any principal balance and interest due and owing to be paid in full on the `'?1of Fg6&-4?, ? _, 2013. (3) Payments - Beginning on the 2 ' Obf w,cc ., c 2006 and continuing monthly thereafter on the 2 "'day of each and every month, payments of Ninety-Five and 76/100 Dollars ($95.76) shall be due with the principal Yance and outstanding interest and other charges, if any, due on the " of I'c l t t4 g ,1?_ 2013 Section 4. Security. The Borrower's obligation to repay the Loan as described in the Note and the Borrower's other promises in any of the Loan Documents are to be secured by the Security Agreement and Personal Guarantees specified in this Section 4. A. Security Agreement. A security agreement (the "Security Agreement") between the Borrower and the Authority, granting to the Authority a security interest in all business assets now owned or hereafter acquired (the "Secured Property"). The Security Agreement will create a first lien in the Secured Property. B. Personal Guarantees. Personal guarantee (the "Personal Guarantees") upon the Premises given by Jamie M. Berger and Carisa L. Morris to the Authority. Section 5. Prepayments. The Borrower's rights to make prepayments of the outstanding principal amount of the Loan are set out in the Note. Section 6. Representations and Warranties. To induce the Authority to enter into this Agreement, the Borrower represents and warrants the statements contained in this Section 6. This means that the Borrower promises to the Authority that these statements are true and that the Borrower stands behind the truth of these statements. A. Borrower's Authority. The Borrower has all necessary power and authority to sign and deliver the Loan Documents and to perform its promises in the Loan Documents. B. No Violation. The Borrower's execution and delivery of this Agreement and other Loan Documents and the Borrower's compliance with the terms and provisions of the Loan Documents will not conflict with or cause a violation of any agreement that affects the Borrower or the Premises. C. Valid Obligation. The Borrower has duly and validly executed and delivered the Loan Documents. The Loan Documents are valid and legally binding obligations of the Borrower, enforceable in accordance with their terms. D. Litigation. There is no litigation or governmental proceeding pending or threatened against the Borrower regardless of the nature or the amount in controversy other than that which has been previously disclosed to the Authority in writing, which might adversely affect the Premises or Improvements thereon, the security of the Authority, or the condition, financial or otherwise, of the Borrower. E. Taxes Current. The Borrower has filed all required federal, state and local tax returns and has paid all taxes shown on such returns as they have become due. F. Good Title. The Borrower has or will have good and marketable title to the Premises and any other property that Borrower represents to own in the Loan Documents, as evidenced by an attorney's certification or a title insurance policy. G. Environmental Violations. Neither the Borrower nor the Premises is currently under citation for violation of Federal, State or Local Environmental Law and Borrower has no knowledge of any current violation of Federal, State or Local Environmental Law, which relates to the Premises. H. Bankruptcy Proceeding. Borrower has not filed for bankruptcy, had a bankruptcy proceeding filed against it, entered into an arrangement with creditors, or entered into a comparable agreement. Section 7. General Conditions of Lending. The obligation of the Authority to make the Loan is subject to the fulfillment of the following conditions by the Borrower to the satisfaction of the Authority: A. True Representations. The representations and warranties contained in Section 6 hereof are true and correct. B. Legal Review. The Authority is satisfied with its counsel's review of all legal matters related to the Loan. C. Loan Documents. Each of the Loan Documents to be signed by the Borrower has been properly executed and delivered to the Authority. D. Insurance. The Borrower shall obtain and maintain property and casualty insurance on the Premises and contents, including FF&E, and to the extent their interests are insurable, the Authority shall be listed as loss payee as its interests appear, and the Authority shall be given thirty (30) days notice of any cancellation. E. Perfection of Security. The liens granted and created by the Loan Documents have been perfected. F. Audits/Financial Records. Borrower shall retain any financial records relating to the Eligible Costs of the Project for at least three (3) years from date of completion of the Improvements. G. Taxes/Other Municipal Chartres. Borrower shall pay and keep current all taxes, water, sewer, and all other municipal charges and assessments due and owing for the Premises. H. DCED Program Requirements. i. Contract Closeout Procedures. Borrower shall cooperate with the Authority in submitting any and all financial records for the Project Costs and such other documentation as requested by the Authority for closeout of the DCED Contract. ii. Progress Reports. The Borrower shall furnish such progress reports in such form and quantity as the Authority may from time to time require, including, but not limited to, status reports of the Project, Project account statements, certificates, approvals, proposed budgets, invoices, copies of all contracts, employment placements, follow-up reports and any an all other information relative to the Loan as may be requested. iii. Acknowledgement of Commonwealth Assistance. Any publication and signage concerning the Project will acknowledge the assistance of the funding from DCED. iv. Other Funding Requirements. Borrower shall comply with the DCED Funding Requirements as set forth on Exhibit "A" attached hereto and incorporated herein. 1. Business Operations. Borrower shall commence operations of a take-out food business on the Premises no later than July 1, 2006. Section 8. Borrowing Procedures. Disbursement of Loan. Amounts advanced for the leasehold improvements and equipment purchases (the "Work") shall be made as follows: A. As the Work progresses, Borrower shall submit applications for payment for Work done. Each application for payment, as thus submitted, shall constitute a representation by Borrower that the Work for which payment is requested has been performed; that the value is as stated; that generally the Work and materials conform with all applicable rules and regulations of the public authorities having jurisdiction over the Work; and that payment for the Work described in such purchaser order or receipt has been made or will be made with the proceeds of the advance for which the purchase order or receipt was submitted. All advances shall be subject to the prior approval of the Redevelopment Authority of the County of Cumberland (the "Authority"). B. Any remaining Loan proceeds will be disbursed upon completion of One Hundred per cent (100%) of the Work after certification of completeness is given by the Authority. Section 9. Covenants of the Borrower. Until the Loan has been entirely repaid and all of its obligations to the Borrower in connection therewith have been satisfied, the Borrower makes the promises contained in this Section 9, some of which are agreements to do certain things and some of which are promises not to do certain other things. A. Use of Proceeds. The Borrower will use the proceeds of the Loan solely for the Eligible Costs of the Project. B. Proof of Use of Proceeds. At such times as the Authority may require, the Borrower will submit to the Authority an affidavit showing in detail the uses of the Loan proceeds. If requested by the Authority, the Borrower shall provide additional information about the uses and will give the Authority full access to and an opportunity to copy without charge the books, papers, accounts and records of the Borrower. The Borrower will cooperate fully with any such request. C. Compliance with Laws. The Borrower will comply with all laws, regulations and orders of any court or governmental body having jurisdiction over the Borrower and the Premises. D. Periodic Reports. The Borrower will send annual reports to the Authority, and will also send updated interim reports if requested. The reports will contain financial information, such as the most recent financial statements, and other information concerning the Borrower in form reasonably satisfactory to the Authority. In order to measure compliance with the job requirements, the reports will also contain the number of employees and their respective job classifications (skilled, sorni-skilled and unskilled) employed during the previous year at the Premises, as well as their household income. The Borrower will certify the accuracy of the report and that the Borrower is in compliance with the requirements of the Loan Documents. E. Changes in Ownership. The Borrower may not, without the prior written consent of the Authority sell, transfer, assign, lease or otherwise convey or dispose of all or any material part of its assets, except in the ordinary course of business. F. Changes in Other Debt. Without the prior written consent of the Authority, the Borrower will not create any additional debt secured by the Premises, except such debt as may expressly be permitted by the Loan Documents. G. Nondiscrimination. The Borrower will not discriminate against any employee or against any applicant for employment because of race, religion, color, national origin, sex or age (including, but not limited to, employment upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship) and the Borrower will cause appropriate provisions to this effect to be included in all contracts relating to the Purchase. H. Costs. The Borrower will pay all the costs of satisfying the conditions and its obligations under this Agreement or any of the other Loan Documents, including recording and filing costs. 1. Indemnity by the Borrower. The Borrower will protect, defend, indemnify and save harmless the Authority from and against any and all liability, damages, claims, suits, liens and judgments of whatever nature, including but not limited to claims for contribution and/or indemnification for remediation of pollution or hazardous substances, for injuries to or death of any person or persons, and/or damage to the property of any person or persons, caused by, in connection with or arising out of any activities undertaken pursuant to this Agreement or any of the activities carried on at the Premises. Borrower's obligation to protect, defend, indemnify and save harmless as set forth in this section includes any and all attorney's fees incurred by the Authority in the defense and/or handling of said suit, demands, judgments, liens, claims and the like and all attorney's fees and investigation expenses incurred by the Authority in enforcing and/or obtaining compliance with the provisions of this paragraph. Borrower further agrees to protect, defend, indemnify and save harmless the Authority from and against any claims or liability for compensation under the Worker's Compensation Act arising out of injuries sustained by any employees of Borrower, or of any licensees or subcontractors of Borrower. Section 10. Events of Default. The occurrence of any of the following will constitute an event of default hereunder (an "Event of Default"); A. False Representation. Any representation or warranty made in this Agreement or in any certificate or financial or other statement required by this Agreement, is false or misleading in any material respect as of the time made or furnished. B. Covenant Default. The Borrower fails to satisfy or breaches any of its covenants and obligations under this Agreement and fails to cure its default within thirty (30) days after it has received notice of the default from the Authority. C. Borrower Insolvency or Receiver Appointed. The Borrower (i) becomes insolvent, (ii) admits its inability to pay its debts as they come due, (iii) makes an assignment for the benefit of its creditors, (iv) is adjudicated bankrupt or insolvent, (v) voluntarily initiates proceedings under any bankruptcy or reorganization law either now or hereafter in effect, (vi) becomes the subject of any involuntary proceedings under any bankruptcy or reorganization law either now or hereafter in effect that has not been discharged within sixty (60) days of the initiation thereof, (vii) seeks to take advantage of any moratorium law either now or hereafter in effect, or (viii) a receiver, liquidator or trustee is appointed for the Borrower and has been discharged within sixty (60) days. 6 D. Default under Other Loan Documents. The Borrower commits a default under any of the other Loan Documents and fails to cure the default within thirty (30) days after notice of the default from the Authority. Immediately upon the occurrence of an Event of Default hereunder, and without further notice to the Borrower, the Authority may declare the Note and Contingent Note and all liabilities of the Borrower thereunder to be immediately due and payable. If the Authority does so, then the Note and Contingent Note thereupon becomes due and payable, without presentment, demand, protest or notice of any kind to the Borrower, all of which are hereby expressly and knowingly waived. Section 11. Miscellaneous. A. Authority's Rights Not Waived or Limited. If the Authority delays in exercising or fails to exercise any right or power under this Agreement, this delay or failure to exercise will riot affect the Authority's subsequent ability to exercise the right or power. Similarly, any single or partial exercise of any right or power or any abandonment, waiver, or discontinuance of steps to enforce a right or power will not preclude or prevent the Authority from the full or further exercise of the right or power, or the exercise of any other right or power. The rights and remedies of the Authority under this Agreement are cumulative and concurrent and not exclusive of any rights or remedies, which it might otherwise have. This means that the Authority may exercise different rights at the same time or in succession. The Authority may choose to enforce the provisions of the Loan Documents strictly in accordance with their terms, even if the Authority may have refrained from so doing at any earlier times. The Authority's decision at any earlier times to refrain from strict enforcement of its rights shall not be construed as having created a custom contrary to specific provisions of the Loan Documents, or as having in any way or manner modified or waived those written provisions. B. Amendments and Consents to be in Writin . This Agreement and the other Loan Documents constitute the entire agreement between the Authority and the Borrower. Only a written instrument duly executed by the Authority and the Borrower may modify such instruments. Any consent or approval of any kind or character on the part of the Authority under this Agreement, and any waiver of any provision or condition of this Agreement, must be in writing and executed by the Authority and will be effective only to the extent specifically set forth in such writing. C. Survival of Covenants. All covenants and agreements of the Borrower contained herein or made in writing in connection herewith will survive and continue until the Loan is entirely paid and all of the Borrower's obligations hereunder have been entirely satisfied. D. Choice of Law and Jurisdiction. This Agreement and the other Loan Documents are contracts made under the laws of the Commonwealth of Pennsylvania and will be interpreted under those laws. The Borrower consents for all purposes of the Loan 7 Documents to the jurisdiction of the courts of the Commonwealth of Pennsylvania, including without limitation the Court of Common Pleas of the Authority in which the Premises is located. E. Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient and each of which, when so executed, will be deemed an original. This means that the parties may sign different copies of the signature page. F. Formal Notices. Any notices or consents required or permitted by this Agreement must be in writing and be addressed to the Borrower or the Authority, as applicable. Notices will be deemed to be delivered if delivered in person or if sent by certified or registered mail, postage prepaid, return receipt requested, addressed to the Borrower or the Authority, as applicable, at the addresses set forth at the beginning of this Agreement. Notice will be effective on delivery if delivered in person or on the second business day following mailing if mailed. G. Invalidity of any Terms not to Invalidate Agreement. The terms and provisions of this Agreement are severable. If any one or more of the terms, covenants, conditions or provisions of this Agreement are found to be unenforceable or invalid, under federal, state or other applicable law, such unenforceability or invalidity shall not render any other term, covenant, condition or provision this Agreement unenforceable or invalid. H. Further Confirmations. The Borrower agrees to sign such further documents as the Authority may reasonably request to further confirm and assure the interests and rights created or intended to be created in favor of the Authority hereuhder or under the Security Agreement, Personal Guarantees, or any of the Loan Documents. These further confirmations may not impose additional obligations on the Borrower or otherwise modify the terms of this Agreement. 1. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Borrower and the Authority, and their respective successors and assigns. J. No Third Party Beneficiary. The parties do not intend the benefits of this Agreement to inure to any third party except as expressly prodded in this subsection. No portion of the Authority's commitment to make the Loan will, at any time, be subject to attachment or levy by any creditor of the Borrower other than the Authority. 8 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. WITNESS: i V / ATTEST: - ?4; - - J, ?J- , , - . C&J, LLC By REDEVELOPMENT AUTHORITY OF THE COUNTY OF CUMBULAND DCED FUNDING REQUIREMENTS Developer shall comply with the following state statues and regulations. a. The building Energy Conservation Act b. The Steel Products Procurement Act The Trade Practices Act d. The Flood Plain Management Act 2. Developer shall comply with all state laws prohibiting discrimination in hiring or employment opportunities. The Developer shall furnish all necessary employment documents and records and permit access to its books, records and accounts for the purpose of investigation to ascertain compliance with provisions of this clause. Developer shall state in advertisements for request for employment placed by it or on its behalf that all qualified applicants will receive consideration for employment without regard to race, color, religious creed, disability, ancestry, national origin, age or sex. Developer certifies that it is not currently under suspension or debarment by the Commonwealth of Pennsylvania nor will it employ or enter into contracts with any subcontractor who is currently suspended or disbarred by the Commonwealth of Pennsylvania or who become suspended or disbarred by the Commonwealth of Pennsylvania during the term of the DCED Loan. Developer agrees to comply with the "general prohibitions against discrimination" 2? C.F. R. 35.10 and all other regulations promulgated under Title U of the Americans with Disabilities Act. 6 Developer agrees that in the performance of their obligations under this contract, it shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations. Developer, using accepted procedures, shall maintain at its principal office or place of business, complete and accurate records and accounts, including documents, correspondence and other evidence pertaining to costs and expenses of this project, and reflecting all mattersi and activities covered by this project. At any time during normal business hours and as', often as the Redevelopment Authority deems necessary, the Developer shall make available for inspection by the Authority, the Commonwealth's Attomey General, or the Comptroller General of the United States, all of its records with respect to all matters covered by this project and will permit the Authority to audit, examine and make all copies of such records. All the required records shall be maintained by the Developer for a period of three years from the date of the final audit or close-out of this project by the Commonwealth of Pennsylvania, except in those cases where unresolved audit questions may require maintaining some records for a longer period. In such event, records shall be maintained until all pending matters are resolved. F.X14l RiT A ?- C&J, LLC Security Agreement 01.20.2006 SECURITY AGREEMENT THIS AGREEMENT made this - 4day of 1 t 6 v to z-i u ? , 2006, between C&J, LLC, of 2414 Rolling Hills Drive, Mechanicsburg, Cumberland County, Pennsylvania 17055 (the "Debtor") and the Redevelopment Authority of the County of Cumberland, a public body and a body corporate and politic of the Commonwealth of Pennsylvania, with its principal place of business at 114 N. Hanover Street, Carlisle, Cumberland County, Pennsylvania, 17013 (the "Authority") RECITALS A. The Authority and the Debtor have entered into a Loan Agreement dated the same date as this Security Agreement (the "Loan Agreement"). Under the Loan Agreement, the Authority has agreed to lend the Debtor the principal sum of Seven Thousand, Five Hundrjed and 00/100 Dollars ($7,500) (the "Loan") upon the terms and subject to the conditions of the Lon Agreement. B. In order to evidence its obligation to repay the Loan, the Debtor ha? signed a Note dated the same date as this Security Agreement (the "Note") which it has delivered td the Authority. The Note describes the interest rate and the payment terms of the Loan. The Loan'Agreement, the Note, Personal Guarantees, and this Security Agreement are sometimes referred to together as the "Loan Documents." NOW THEREFORE, in consideration of the Loan and intending to be legally bound, the Debtor hereby grants, covenants and agrees with the Authority as follows GRANTING CLAUSE The Debtor grants to the Authority a security interest in the equipment and other property listed on Exhibit "A" hereto, and all parts, replacements, and accessions thereto (the "Collateral"). This Security Agreement secures payment and performance by the Debtor to the Authority of the Debtor's obligations under the Loan Agreement. Capitalized terms used in this Security Agreement and not defined in this Security Agreement will have the meaning defined in the Loan Agreement. LOCATION AND USE OF COLLATERAL Debtor has good, marketable, and unencumbered title to the Collateral which it has already acquired and Debtor will have good, marketable, and unencumbered title to the Collateral which the Debtor intends to acquire from the proceeds of the Loan. Debtor covenants that the Collateral will be used primarily for Debtor's business. The Collateral consisting of fixtures and tangible personal property is or will be located at the property commonly known as 30 South l4arket Street, Mechanicsburg, County of Cumberland, Pennsylvania 17055 (the "Property"). Debtor will not permit any of the Collateral to be removed from the Property without the prior written consent of the Authority. The Collateral may be attached to the Property in such a manner as to become a fixture, in which case the security interest created by this Security Agreement will attach to the fixtures. The Debtor is the lessee of the Property. The Debtor will furnish a written disclaimer ofany interest in the Collateral by any lessor/owner of the Property, if requested by the Authority. All or a portion of the proceeds of the Loan will be used for equipment purchases and leasehold improvements and the security interest will be a purchase money security interest. DEBTOR'S DUTIES The Debtor will not permit any other lien or security interest to attach to the Collateral nor permit the Collateral to be levied upon, attached or seized, nor permit the Collateral to become an accession to other goods. The Debtor will defend the Collateral against the claims and demands of all persons except the Authority. Except with respect to Collateral consisting of inventory, the Debtor will not lease or dispose of the Collateral without the prior written consent o? the Authority. In the case of Collateral comprising inventory, such inventory may be disposed of by the Debtor solely in the ordinary course of the Debtor's business, at which time the security interest granted hereby will attach to any proceeds of such sale. Except with respect to Collateral comprising inventory and accounts receivable, the Debtor will notify the Authority at least 30 days in advance of its intention to acquire the Collateral, and the location of the newly acquired Collateral. 2. The Debtor agrees to comply with any governmental regulations or statutes which apply to the Collateral and will neither commit nor permit any act of waste or injury to the Collateral nor use nor permit use of the Collateral in any unlawful manner. The Debtor will keen the Collateral in good repair. The Authority may inspect the Collateral at reasonable times and intervals and may for this purpose enter the Property. 3. The Debtor will keep the Collateral continuously insured with such carriers, and in such amount, and against such risks as shall be reasonably satisfactory to the Authority, with the loss payable clause in favor of the Authority. All policies of insurance will provide for thirty days' written notice of cancellation to the Authority, and the Debtor will furnish the ;Authority with evidence of compliance with these requirements. If there is a casualty loss, the Authority will have full power to settle, adjust and collect any and all of the proceeds from the insurance 1coverage on the collateral. The insurance proceeds shall be paid over to the Authority and the Authority will have the option either to apply such proceeds against the Loan, to purchase new Collateral or to repair or restore the Collateral. 4. The Debtor will pay all taxes or other governmental charges levied against the Collateral or its use before they become delinquent and will provide the Authority with evidence of payment upon request. 5. The Debtor will execute from time to time any financing statements or other documents and do other acts considered by the Authority to be appropriate to perfect or protect the security interest in the Collateral and will pay all costs and expenses (including reasonable fees and expenses of counsel and filing fees) related to the preparation and filing of any financing statements, continuation statements or other documents related to the protection of the security interest. 6. The Debtor will notify the Authority of any change in the Debtor's name within 60 days of the effective date of the name change. 7. At its option, and without any obligation to do so the Authority mO pay any taxes, assessments, liens, security interest or other encumbrances at any time placed against the Collateral, and may pay for insurance, repair and preservation of Collateral and any necessary expenses, including reasonable attorney fees to protect the priorities of the Authority's interests in the Collateral and in exercising its rights and remedies on default. Any amount so paid will be repaid by the Debtor, together with interest at the rate of 15% per annum, and will be part of ?he obligations secured hereby. 8. The Debtor agrees to indemnify and save harmless the Authority from any loss, or damage caused by the Collateral or its use and to immediately give written notice to the Authority of any loss or damage to, or loss of possession of, the Collateral, occasioned by any cause whatsoever. :EVENTS OF DEFAULT Time is of the essence in the interpretation of this Security Agreement. The Debtor will be in default upon the happening of any of the following evens: (a) Event of :Default under the Loan Agreement; (b) if the Collateral is seized or levied upon under any legal or governmental process against the Debtor or against the Collateral; (c) if the Debtor defaults in its compliance with any of the covenants contained in this Security Agreement and fails to cure such default within thirty (30) days after notice; or (d) if the Collateral is lost, stolen, substantially damaged, destroyed, or moved from the Property without the consent of the Authority. :REMEDIES ON DEFAULT Upon default, in addition to the remedies provided in the Loan Agreement andl the other Loan Documents, the Authority will have the immediate right to pursue any or all of the remedies available to a secured party under Pennsylvania law. In furtherance of those remedies, the Authority may require the Debtor to assemble all or any part of the Collateral and make it available to the Authority at any place designated in a notice sent to the Debtor. The Debtor agrees that the Authority's place of business shown on this Security Agreement is a place reasonably convenient to it to assemble the Collateral. The Debtor agrees that a notice sent to it by first class mail thirty days before the time of any public sale or the time after which any private sale or other disposition of the Collateral is to be made, will be reasonable notice of such sale or other disposition. No failure or delay of the Authority in exercising any right or remedy wi?l be a waiver i thereof. No single or partial exercise by the Authority of any right or remedy hereunder will preclude any other or future exercise of any other right or remedy. Any notice required to b given may be given by mailing such notice by first class mail, postage prepaid, to the Debtor's addr ss as it appears in this Security Agreement, or at such subsequent address of the Debtor as may be shown in the Authority's records from time to time. This Security Agreement will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania. The venue of any action brojught upon this Security Agreement, will be Cumberland County, unless the Authority agrees in writing to another location. All the terms of this Security Agreement will inure to the benefit of and bind the successors and assignees of the parties. This Security Agreement may be amended in writing only. Such amendment must be executed by any party against whom enforcement of any waiver, modification or discharge is sought. 5 IN WITNESS WHEREOF, the parties hereto have duly executed this Security) Agreement as of this day of 4 , 2006. WITNE,S$: C&J, LLC c ' • EXHIBIT "A" DESCRIPTION OF COLLATERAL First priority security interest in all business assets now owned and hereafter acquired , including but not limited to: Vulcan G36 Series, Delfield refrigerator, MarketPlace Convection Oven, Stainless Steel Workstation, Hobart Walk-in Freezer/Refrigerator, 3 basin sink, 9" (,stainless steel hood, and fire supression system. • ? 1 C---7f ? 6' f C&J Berger Personal Guaranty 01.20.2006 GUARANTY AND SURETY AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT is being made on ithis6ay of f c?v->",P1 2006 by Jamie M. Berger, of 2414 Rolling Hills Drive, Mechanicsburg, Pennsylvania (the "GUARANTOR") to the Redevelopment Authority of the County of Cumberland, with an address of 114 N. Hanover Street, Carlisle, Cumberland County, Pennsylvania (the "AUTHORITY") BACKGROUND OF AGREEMENT A. C&J, LLC (the "Borrower') has entered into a Loan Agreement with the AUTHORITY dated today's date (the "Loan Agreement") for a loan from the AUTHORITY to the Borrower in the principal amount of Seven Thousand Five Hundred and 00/100 Dollars $7,500 (the "Loan"). B. The Loan and the obligations of the Borrower to repay the Loan with interest are contained in a Note from the Borrower to the AUTHORITY dated today's date (the "Note"). The Loan Agreement, a Security Agreement, and the Note are sometimes collectively called the "Borrower's Agreements." C. The proceeds of the Loan will be used by the Borrower towards the cots of leasehold improvements and equipment purchases for a project described in the Loan Agreement (the "Project") in connection with Borrower's business at the premises leased by Borrower and located at 30 South Market Street, Mechanicsburg, Cumberland County, Pennsylvania (the "Premises"). D. The AUTHORITY would not make the Loan without this Guaranty from the GUARANTOR. The Loan and the Project will benefit the GUARANTOR because of the GUARANTOR's interest in the Borrower. NOW, THEREFORE, in order to induce the AUTHORITY to make tlte Loan to the Borrower, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the GUARANTOR does hereby agree as follows: . ? i I . Unconditional Guaranty of Payment and Performance. The GUARANTOR absolutely and unconditionally promises and guarantees to the AUTHORITY the duo and punctual payment and full and faithful performance of all amounts and obligations required to be paid or performed by the Borrower pursuant to the Borrower's Agreements when and as Jhe same shall become due and payable or subject to performance, whether at maturity, by acceleraticpn or otherwise according to the terms of the Borrower's Agreements. 2. Guaranty Not Affected. The GUARANTOR agrees that the AUTHORITY may make a claim against the GUARANTOR under this Guaranty and demand payment and performance by the GUARANTOR without any requirement that the AUTHORITY proceed first against the Borrower or the Premises or any other collateral securing the Loan or any other entity (having liability for the Loan. The GUARANTOR agrees that the AUTHORITY may make changes, in any or all of the Borrower's Agreements (provided that those changes do not include an increase in the principal amount of the Loan, except by reason of increases to the principal from accrued and unpaid interest or other reimbursement obligations of the Borrower) and such changes will not discharge the obligations of the GUARANTOR under this Guaranty, which shall continue with the same force and effect as if the changes had not been made. 3. CONFESSION OF JUDGMENT AGAINST THE GUARAN')?OR. IF ANY AMOUNT DUE TO THE AUTHORITY UNDER THE NOTE, THE SECURITY DOCUMENTS OR THE LOAN AGREEMENT REMAINS UNPAID OR IF THE BORROWER IS IN DEFAULT UNDER ANY OF THE TERMS OF THE BORROWER'S AGREEMENTS, THEN THE GUARANTOR HEREBY AUTHORIZES AND EMPOWERS IRREVOCABLY, THE PROTHONOTARY, CLERK OF COURT OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR THE GUARANTOR IN SUCH COURT, IN TERM, OR VACATION, AT ANY TIME AND CONFESS JUDGMENT IN FAVOR OF THE AUTHORITY, WITH'OR WITHOUT THE FILING OF AN AVERMENT OR DECLARATION OF DEFAULT, FOR SUCH AMOUNT AS MAY APPEAR TO BE UNPAID, ALL INTEREST DUE THEREON AND ALL REASONABLE COSTS INCURRED IN CONNECTION WITH THE COLLECTION OF SUCH AMOUNT, TOGETHER WITH REASONABLE ATTORNEY'S FEES. THE GUARANTOR SHALL NOT CAUSE ANY BILL IN EQUITY TO BE FILED TO INTERFERE IN ANY MANNER WITH THE OPERATION OF SUCH JUDGMENT, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEY MAY DO BY VIRTUE HEREOF. THE 2 • , % AUTHORITY HEREINABOVE GRANTED SHALL NOT BE EXHAUSTE6 BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AND AS OFTEN AS ANY DEFAULT SHALL OCCUR HEREUNDER. CONFESSION OF JUDGMENT MAY BE MADE BY FILING COPIES OF THE BORROWER'S AGREEMENTS AND THIS GUARANTY AGREEMENT IN LIEU OF ORIGINALS THEREOF. THE GUARANTOR ACKNOWLEDGES THAT GUARANTOR UNDERSTANDS THE MEANING AND EFFECT OF THE CONFESSION CONTAINED IN THE FOREGOING PARAGRAPH. SPECIFICALLY, THE GUARANTOR UNDERSTANDS AMONG OTHER THINGS THAT (1) GUARANTOR IS RELINQUISHING THE RIGHT TO HAVE NOTICE EXCEPT AS PROVIDED HEREIN, AN OPPORTUNITY TO BE HEARD AND THE RIGHT TO HAVE THE BURDEN OF PROOF OF DEFAULT REST ON THE AUTHORITY PRIOR TO THE ENTRY OF JUDGMENT, (2) THE ENTRY OF JUDGMENT MAY RESULT IN A LIEN ON GUARANTOR'S PROPERTY, (3) GUARANTOR WILL BEAR THE BURDEN AND EXPENSE OF ATTACKING THE JUDGMENT AND CHALLENGING EXECUTION ON TI4E LIEN AND SALE OF THE PROPERTY COVERED THEREBY, AND (4) ENOUGH OF GUARANTOR'S PROPERTY MAY BE TAKEN TO PAY THE PRINCIPAL AMOUNT, INTEREST, COSTS AND ATTORNEY'S FEES. 4. Guaranty as Suretyship Agreement. This Guaranty will be interpreted) and construed as a contract of suretyship in accordance with the laws of the Commonwealth of Pennsylvania. Costs of Collection and Legal Fees. In addition to all of the sums payable hereunder the GUARANTOR agrees to pay the reasonable costs and expenses incurred by the AUTHORITY in connection with all action taken to enforce collection under this Guaranty or any or all of the Borrower's Agreements upon default by the Borrower and the GUARANTOR, whether by legal proceedings or otherwise, including reasonable attorney's fees and court costs. 6. GUARANTOR's Review of the Borrower Agreements. The GUARANTOR has examined and reviewed the Borrower Agreements and understands the obligations of the Borrower which the GUARANTOR is agreeing to pay and perform. 7. Subordination of the GUARANTOR's Interests. The GUARANTOR agrees that whatever rights and interest the GUARANTOR may have in and to the Borrower shall be, and the same is hereby made, subject and subordinate to the interest of the Authority. 8. Notices. Any notice or consent required or permitted by this Agreement shall be in writing and shall be deemed delivered if delivered in person or if sent by registered or certified mail, postage pre-paid, return receipt requested, as follows, unless such address is changed by written notice hereunder: (a) If to the AUTHORITY: Executive Director Redevelopment Authority of the AUTHORITY of Cumberland 114 North Hanover Street Carlisle, PA 17013 (b) If to the GUARANTOR: Jamie M. Berger 2414 Rolling Hills Drive Mechanicsburg, PA 17055 Notice shall be effective upon delivery if delivered in person or jon the second business day following mailing if mailed. 9. Absolute and Unconditional Nature of GUARANTOR's Obligation. 'I The liability of the GUARANTOR under this Guaranty is absolute and unconditional, without rega? to the liability of any other person. The GUARANTOR's liability will not in any manner be affec d by reason of any action taken or not taken by the AUTHORITY, which action or inaction is herei consented and agreed to, nor by the partial or complete unenforceability or invalidity of the Borrower Agreements [or any other guaranty or surety agreement, pledge, assignment or other security] for any of the obligations guaranteed hereunder]. No delay in making demand on the GUARANTOR or satisfaction of GUARANTOR's liability hereunder will prejudice the AUTHORITY'S right to enforce such satisfaction. All of the rights and remedies of the AUTHORITY will be cumulative. Any failure of the AUTHORITY to exercise any right hereunder will not be construed as a waiver of the right to exercise the same or any other right at any time or times thereafter. 10. Pennsylvania Law Governs. The GUARANTOR agrees that this ?uaranty will be governed by the substantive law of the Commonwealth of Pennsylvania, without re4ard to principles of conflicts of laws. The GUARANTOR hereby consents to the application of Pennsylvania law to a. J a this Guaranty and to the jurisdiction of the courts of the Commonwealth of Pennsylvania including, without limitation, the Common Pleas Court of Cumberland County. 11. The GUARANTOR's Consents and Waivers. The GUARANTOR hereby: (a) Consents that the AUTHORITY may without the GUARANTOR's consent and without affecting the GUARANTOR's obligations: (i) Exchange, release or surrender any collateral undei the Security Documents, or waive, release or subordinate any security interest, in whole or in, part, now or hereafter held as security for any of the obligations guaranteed hereunder; (ii) Waive or delay the exercise of any of the rights or remedies of the AUTHORITY against the Borrower or any other person or entity, including, without limitation, the GUARANTOR; (iii) Release the Borrower or any other person or entity; (iv) Renew, extend, or modify the terms of any of the obligations guaranteed hereunder or any instrument or agreement evidencing the same; and (v) Apply payments by the Borrower, the GUARANTOR, or any other person or entity, to any of the obligations guaranteed hereunder. (b) Waives all notices whatsoever with respect to this Guaranty or with respect to the obligations guaranteed hereunder, except as provided in paragraph 2 hereinabc ve, including, without limitation, notice of. (i) The acceptance hereof by the AUTHORITY or the int$ntion to act, or the action, by the AUTHORITY, in reliance hereon; ( ii) The present existence or future incurring of any of t,be obligations guaranteed hereunder or any terms or amounts thereof or any change therein; (iii) Any default by the Borrower or any surety, pledgor, grantor of security, or GUARANTOR, and (iv) The obtaining or release of any guaranty or surety 'agreement (in addition to this Guaranty), pledge, assignment, or other security for any of the obligations guaranteed hereunder. The GUARANTOR waives notice of presentment, demand, protest and notice of non-payment, protest in relation to any instrument evidencing any of the obligations guaranteed 5 r N hereunder, and any other demands and notices required by law, except as such waiver may be expressly prohibited by law. 12. Successors and Assigns. This Guaranty will inure to the benefit of the AUTHORITY and the AUTHORITY's successors and assigns and will be binding upon the GUARANTOR, and GUARANTOR's heirs, successors and assigns. 13. Document under Seal. This Guaranty is intended to take effect as a document under seal. 14. Term of Guaranty. This Guaranty shall be effective from the date hereof until the payment in full of all amounts due under the Loan or any of the Borrower's Agreements. IN WITNESS WHEREOF, the GUARANTOR, intending to be legally bound hereby, has executed this Guaranty Agreement for the purposes herein stated, this 2-'"4day of, T&`-ok?, 2006. WITNESS: Jamie M. Berger 6 VERIFICATION I, Christopher Gulotta, verify that the statements made in the foregoing Complaint In Confession Of Judgment are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to penalties of 18 Pa.C.S. §4904, relating to unswom falsifications to authorities. Date: 1- L /6 C ristopher Gulotta Executive Director Redevelopment Authority of the County of Cumberland REDEVELOPMENT AUTHORITY,: IN THE COURT OF COMMON PLEAS OF OF THE COUNTY OF CUMBERLAND COUNTY, PENNSYLVANIA CUMBERLAND Plaintiff, V. NO. F cn /D - 5700 -v C rn n zM C&J, LLC CIVIL ACTION- LAW can r N3 and JAMIE M. BERGER, c s Defendants COMPLAINT IN CONFESSION OF JUD("NT= =? ? w NOTICE UNDER RULE 2958.2 OF JUDGMENT AND EXECUTION THEREON TO: C&J, LLC 7441-R Allentown Blvd. Harrisburg, Pennsylvania 17112 A judgment in the amount of $3,249.93 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 on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 Attorney for PlaintiPF,-__ 104 South Hanover Street Carlisle, Pennsylvania 17013 (717) 243-7437 REDEVELOPMENT AUTHORITY,: IN THE COURT OF COMMON PLEAS OF OF THE COUNTY OF CUMBERLAND COUNTY, PENNSYLVANIA CUMBERLAND Plaintiff, c? G -n low ' V. NO. /C S7aa ? ?` ?z C&J, LLC / . Co CIVIL ACTION- LAW N and JAMIE M. BERGER, Defendants COMPLAINT IN CONFESSION OF JUDG W NOTICE UNDER RULE 2958.2 OF JUD GMENT AND EXECUTION THEREON TO: Jamie M. Berger 1985 Hickory Trace Dr. Fleming Isle, FL 32003-8391 A judgment in the amount of $3,249.93 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 on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249-3166 TricigD. Naylor, uire Attorney for Plaint' 104 South Hanover Street Carlisle, Pennsylvania 17013 (717) 243-7437 REDEVELOPMENT AUTHORITY,: IN THE COURT OF COMMON PLEAS OF OF THE COUNTY OF CUMBERLAND COUNTY, PENNSYLVANIA CUMBERLAND Plaintiff, V. NO. /0 -5'7b6 cti C&J, LLC CIVIL ACTION- LAW " ' and JAMIE M. BERGER, Defendants COMPLAINT IN CONFESSION OF 4 N? CERTIFIC TION OF ADDRESSES C: COMMONWEALTH OF PENNSYLVANIA ss. COUNTY OF CUMBERLAND Tricia D. Naylor, Esquire, being duly sworn according to law, deposes and says that to the best of his knowledge, information and belies; the addresses of the judgment creditor and the judgment debtor in the above-captioned case are as follows: Plaint Redevelopment Authority of the County of Cumberland 114 North Hanover Street Carlisle, PA 17013 Defendants: C&J, LLC 7441-R Allentown Blvd. Harrisburg, Pennsylvania 17112 Jamie M. Berger 1985 Hickory Trace Dr. Fleming Isle, Florida 32003-8391 Tric a D. Naylor, squir Swo?rn?to/ and subscribed before me this C day of September, 2010. L (- e, c-w Notary Public COMMONWEALTH OF PENNSYLVANIA Notary Seal 10mberly R Leo, Notary Public Carlisle ttoro, Cumberland County My Comrnlsslon Expires Ott 10, 21 013 REDEVELOPMENT AUTHORITY,: IN THE COURT OF COMMON PLEAS OF OF THE COUNTY OF CUMBERLAND COUNTY, PENNSYLVANIA CUMBERLAND Plaintiff, V. NO. ?O- 570 ? C&J, LLC CIVIL ACTION- LAW and JAMIE M. BERGER, 'o Defendants COMPLAINT IN CONFESSION OF MWT j T AFFIDAVIT OF COMMERCIAL TRANSACTION I hereby certify that I am counsel for Redevelopment Authority of the County of Cumberland, the Plaintiff herein, and hereby certify that judgment is not being entered against a natural person in a consumer transaction Tric' D. Naylor squ Swo. nand subscribed before me this day of September, 2010. C C _' (L c.S=Q Notary Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal bmbery R. Leo, Notary Public Carlisle Soro, Cumberland County My Commission Bores Oct 10, 2013 REDEVELOPMENT AUTHORITY : IN THE COURT OF COMMON PLEAS OF OF THE COUNTY OF CUMBERLAND COUNTY, PENNSYLVANIA CUMBERLAND Plaintiff, V. NO. 10-5700 C&J, LLC CIVIL ACTION- LAW and JAMIE M. BERGER, . Defendants COMPLAINT IN CONFESSION OF @DC1,9 AFFIVA-VIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA ss. w COUNTY OF CUMBERLAND . Tricia D. Naylor, Esquire, being duly sworn according to law, deposes and says that he is counsel to the Plaintiff herein, and as such states the following: 1. The Defendant, Jamie M. Berger, is not in the military or naval service of the United States or its allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended. 2. The Defendant, Jamie M. Berger, is more that 21 years of age and has a current address of 1985 Hickory Trace Dr., Fleming Isle, Florida 32003-8391 3. She has ascertained the above information by personal investigation and makes this Affidavit with due authority. A=4 Tric' D. Naylor, squire Sworn and subscribed before me this 2f-day of September, 2010. L- lZ LA-,o Notary Public COMMONWEALTH OF PENNSYLVANIA NotorW Seal M*erly R. Leo, Notary Pubk carlme 6o% Cumberland county hb Cornnihoon Bq*u Oct. 10, 2013 REDEVELOPMENT AUTHORITY,: OF THE COUNTY OF . CUMBERLAND Plaintiff, V. C&J, LLC and JAMIE M. BERGER, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. JD - S 7d U C CIVIL ACTION- LAW COMPLAINT IN CONFESSION OF JUDGMENT NOTICE OF JUDGMENT PURSUANT TO Pa.R.C.P. 236 TO: JAMIE M. BERGER 1985 Hickory Trace Dr.. Fleming Isle, Florida 32003-8391 Notice is hereby given to you of entry of a judgment against you in the above matter. Prothonotary q42h t'?, Date: r REDEVELOPMENT AUTHORITY,: OF THE COUNTY OF CUMBERLAND Plaintiff, V. C&J, LLC - and JAMIE M. BERGER, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 1 NO. ,0 - S 7D D CIVIL ACTION- LAW COMPLAINT IN CONFESSION OF JUDGMENT NOTICE OF JUDGMENT PURSUANT TO Pa.R.C.P 236 TO: C&J, LLC 7441-R Allentown Blvd. Harrisburg, Pennsylvania 170112 Notice is hereby given to you of entry of a judgment against you in the above matter. Date: Q/.a / I o Prothonotary ? - l SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor V4"y1~r C{ ~Il JrJbCI.f.F/~4~ ~_~ ,~. C?FFI%E4Ft : '~nERIfF FIL ; ,:- ~, iy 0~' THE . ~ ,=~1~ i~1~1` 2010 0[ ~. t , ; ,.J• 01 CUMB~ ~ v~a~'~-ITS` pE i~~ er ~,~1'j''.; Redevelopment Authority of the County of Cumberland Case Number vs. C & J, LLC (et al.) 2010-5700 SHERIFF'S RETURN OF SERVICE 09/07/2010 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: C & J, LLC d/b/a C & J Catering, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Dauphin County, PA to serve the within Complaint In Confession of Judgment and Notice according to law. 09/07/2010 On this date Ronny R. Anderson, Sheriff mailed the within Complaint in Confession of Judgment and Notice by certified mail, return receipt requested to Jamie M. Berger. 09/11/2010 Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that he served the within Complaint in Confession of Judgment upon the within named defendant, Jamie M. Berger, in the following manner: On September 7, 2010 the Sheriff mailed by certified mail, return receipt requested a true and correct copy of the within Complaint in Confession of Judgment to the defendant's last known address of 1985 Hickory Trace Drive, Fleming Isle, FL 32003. The certified mail return receipt card was received by the Cumberland County Sheriffs Office signed by Jamie M. Berger on September 11, 2010. 09/13/2010 09:53 AM -Dauphin County Return: And now September 13, 2010 at 0953 hours I, Jack Lotwick, Sheriff of Dauphin County, Pennsylvania, do herby certify and return that I served a true copy of the within Complaint in Confession of Judgment, upon the within named defendant, to wit: C & J, LLC by making known unto Don Holmes, Logistics Manager for C & J, LLC at 7441-R Allentown Boulevard, Harrisburg, PA 17112 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $60.17 October 07, 2010 SO ANSWERS, ~--~.. RON R ANDERSON, SHERIFF (cj CountpSuite Sheriff. Teleosoft. Inc. Mary Jane Snyder Real Estate Depu William T. Tully Solicitor :: Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 780-6590 fax: (717) 255-2889 Charles E. Sheaffer Chief Deputy Michael W. Rinehart Assistant Chief Deputy Jack Lotwick Sheriff Commonwealth of Pennsylvania County of Dauphin REDEVELOPMENT AUTHORITY OF THE ' COUNTY OF CUMBERLAND VS C&J LLC Sheriff s Return No. 2010-T-2945 And now: SEPTEMBER 13, 2010 at 9:53:00 AM served the within COMPLAINT IN CONFESSION OF JUDGEMENT upon C&J LLC by personally handing to DON HOLMES 1 true attested copy of the original COMPLAINT IN CONFESSION OF JUDGEMENT and making known to him/her the contents thereof at 7441-R ALLENTOWN BLVD HARRISBURG PA 17112 OTHER COUNTY CASE # 20105700 LOGISTICS MANAGER ~~~ So Answers, ~~~ Sheriff of Dauphin County, Pa. Deputy: W CONWAY Plaintiff: REDEVELOPMENT AUTHORITY OF THE COUNTY OF CUMBERLAND Sheriffs Costs: $49.25 9/10/2010 Out Of County Cost: Sworn to and subscri d before m this day _.L V~,D. COfvfMISSION ~~PIRES 1ST MONDAY JANUARY, 20 I~~-{~ . Cornplsts Iosrne ,, 2, and 3. AMo complete itertt a iw~ r~estrtcced oewar~, le dserned. . print,rour t~eune and attdneee on tl,e terse ^ Attach 1~ card to the back of the mailpfece, or on the inortt M space permits. 1. Artleb Addressed to: Jamie M. Berger 1985 Hickory Trace Drive Fleming Isle, FL 32003 X ,~...,, s ~ ~ ~~ c. Date of D•~«y ~~ D. b deNrery address dMfererrt fiom Item 1? ^ H YES, enter delivery addroes below: ^ Mo 3. 3srvlce lype ^ Certlllsd Mau O E~rees Mail ^ Registered ^ Retum Reoelpt for Merchardss ^ ireeaed Mau ^ c.o.D. 2 0 1 0- 5 7 0 0 a. Rsstrk~ed Deuvery't~ Feel ^ Yea 2 Artid. Nurd~er ptanalirlimm ssrvtce lebsq 7 0 Q 6 0 810 00 ~ ~ 7 8 81 7 8 7 8 PS Form 381.1 ~ February 2004 Domestic Retum Receipt r-M-tsao ~ll~f ~o ~on~. p (a~~- th ~phf~ss cam of Judq n~u~-t-