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HomeMy WebLinkAbout12-5062 CENTRIC BANK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA ~i ~ v' CIVIL ACTION -LAW MMM INVESTMENTS, LLC, MATTHEW : ~ ~ STAHL and MARIA STAHL, NO• I ~ _ ~ a` ~ ( z r__ C~ ~ t- :r~ Defendants ~ ~ ~ j=-. .C t s~ , . . ~ C~ C7 PRAECIPE FOR ENTRY OF JUDGMENT To: The Prothonotary Pursuant to the attached Entry of Judgment, please enter judgment in favor oft e Plaintiff Centric Bank and against the Defendants MMM Investments, LLC, Matthew Stahl d Maria Stahl, and damages are assessed in the amount of $302,099.40 together with interest fro the date of judgment accruing at the rate of $47.28 per day plus costs of collection. BROADS & SINON LLP By. ~ta~, tr~~-- Timothy J. Nieman Stephanie DiVittore One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants MMM Investments, LLC, Matthew Stahl and Mar a Stahl for purposes of confession of judgme t J'~fG.QU~~Q ~ ~3~ /~~ct Timothy J. Nieman, Esquire s ~ ` ~ i? ~ ~ , Attorney I.D. No. 66014 tnieman@rhoads-sinon.com w"';a ~~J (j l~~i FQ: (J(~ Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 f"'t~MELA~~~, ~ sdivittore@rhoads-sinon.com ~ ~ S Y 1 ~ ~ A BROADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717) 233-5731 Fax: (717) 231-6637 Attorneys for Plaintiff CENTRIC BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff : PENNSYLVANIA . CIVIL ACTION -LAW v. MMM INVESTMENTS, LLC, MATTHEW : NO. / ~ ~ j ~ ~ ~ C~ I STAHL and MARIA STAHL, Defendants CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy f which is attached to the Complaint filed in this action, I appear for the defendant and confe s judgment in favor of the plaintiff and against the defendants as follows, plus interest and co s _ . from the date of judgment and costs of collection as follows: Loan 1 Principal sum: $151,872.65 Interest: $7,907.51 Late Charges: $373.43 SUB-TOTAL $160,153.59 *Interest accrues at per diem rate of $27.42 as indicated through 8/10/12 Loan 2 ~ Principal sum: $109,979.15 Interest: $5,540.20 Late Charges: $241.28 SUB-TOTAL $115,760.63 *Interest accrues at per diem rate of $19.86, as indicated through 8/10/12 ATTORNEYS' FEES $26,185.18 TOTAL $302,099.40 Respectfully submitted, BROADS & SINON LLP By: ~ _H-~~e-~ Timothy J. Nieman Stephanie DiVittore One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants MMM Investments, LLC, Matthew Stahl and Mar a Stahl for purposes of confession of judgment; Attorneys for Plaintiff Centric Bank for all other purposes I °v ~ Timothy J. Nieman, Esquire Attorney I.D. No. 66014 ~ n tnieman@rhoads-sinon.com i ~ ~ ~ ~~•v Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 Lt~;,''i sdivittore@rhoads-sinon.com ~ ~ fl ~ Y L~'~ t ~ BROADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717) 233-5731 Fax: (717) 231-6637 Attorneys for Plaintiff CENTRIC BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v CIVIL ACTION -LAW MMM INVESTMENTS, LLC, MATTHEW : NO• ~ ~ ~0 ~ ~ C ' STAHL and MARIA STAHL, ' Defendants COMPLAINT IN CONFESSION OF JUDGMENT NOW COMES Plaintiff Centric Bank, by its undersigned attorneys, Rhoads & Sin n LLP, and files the within Complaint in Confession of Judgment, stating as follows: 1. Centric Bank ("Plaintiff' or "Bank") is a Pennsylvania Banking Institution havi g a principal place of business located at 4320 Linglestown Road, Harrisburg, Dauphin Coun , Pennsylvania 17112. 2. Defendant MMM Investments, LLC ("MMM Investments") is a Pennsyly is Limited Liability Company with a registered address of 1208 Musket Lane, Mechanicsb , Cumberland County, Pennsylvania 17050. 3. Defendant Matthew Stahl ("Mr. Stahl") is an adult individual with an address f 1208 Musket Lane, Mechanicsburg, Cumberland County, Pennsylvania 17050. 859760.1 ~ 4. Defendant Maria Stahl ("Mrs. Stahl") is an adult individual with an address ~f 1208 Musket Lane, Mechanicsburg, Cumberland County, Pennsylvania 17050. 5. Upon information and belief, Mr. and Mrs. Stahl are the owners and officers f MMM Investments. Loan 1 6. On November 5, 2010, in consideration of a commercial loan from Centric B to MMM Investments in the original, principal amount of $110,000.00 ("Loan 1"), MM Investments executed and delivered to Centric Bank a Promissory Note evidencing MM Investment's obligation to repay the principal sum of $110,000 plus interest until paid in 11 ("the Loan 2 Note"). (A copy of the Loan 1 Note is attached hereto as Exhibit "A" d incorporated herein by reference). 7. For the above referenced Loan 1, Defendants Mr. and Mrs. Stahl each execut d and delivered to Centric Bank a Commercial Guaranty Agreement evidencing the perso al guaranty, by Mr. and Mrs. Stahl, of MMM Investment's commercial indebtedness to Cent is Bank for Loan 1. (Copies of the Loan 1 Commercial Guaranty Agreements are attached her o as Exhibit "B" and incorporated herein by reference). 8. On June 30, 2011, MMM Investments and Centric Bank entered into a Change 'n Terms Agreement ("Loan 1 Change in Terms Agreement") modifying the terms of the Loan 1 Note. (A copy of the Loan 1 Change in Terms Agreement is attached hereto as Exhibit "C" d incorporated herein by reference). 9. The Loan 1 Change in Terms Agreement reduced the principal amount oft e Loan 2 Note to $109,979.15 and extended the maturity date to December 31, 2012. (Exhibit C . I i 10. MMM Investments failed to make the November, 2011 interest payment aipd continued to fail to pay the same. Further, the Defendants failed to pay their real estate taxes r provide current tax returns or annual financial statements as required under the Loan Documen . Loan 2 11. On November 23, 2010, in consideration of a commercial loan from Centric B to MMM Investments in the original, principal amount of $150,000.00 ("Loan 2"), MM Investments executed and delivered to Centric Bank a Promissory Note evidencing MM Investment's obligation to repay the principal sum of $150,000 plus interest until paid in 11 ("the Loan 2 Note"). (A copy of the Loan 2 Note is attached hereto as Exhibit "D" d incorporated herein by reference). 12. For the above referenced Loan, Defendants Mr. and Mrs. Stahl each executed d delivered to Centric a Commercial Guaranty Agreement ("Loan 2 Commercial Guar y Agreements") evidencing the personal guaranty, by Mr. and Mrs. Stahl, of MMM Investmen 's commercial indebtedness to Centric Bank for the Loan. (Copies of the Loan 2 Commerc al Guaranty Agreements are attached hereto as Exhibit "E" and incorporated herein by reference). 13. Pursuant to the terms of the Loan 2 Note, MMM Investments was obligated o pay the principal amount of $150,000.00 with interest, on November 23, 2011. (Exhibit D). 14. On June 30, 2011, MMM Investments and Centric Bank entered into a Change in Terms Agreement ("Loan 2 Change in Terms Agreement") modifying the terms of the Loan 2 Note. (A copy of the Change in Terms Agreement is attached hereto as Exhibit "F" d incorporated herein by reference). 15. Specifically, the Loan 2 Note was modified to change the principal amount to $149,996.65 and extend the maturity date on the Loan to December 31, 2012. (Exhibit F). i 16. MMM Investments failed to make the November, 2011 interest payment d continued to fail to pay the same. Further, the Defendants failed to pay their real estate taxes r provide current tax returns or annual financial statements as required under the Loan Document . Events of Default 17. As set forth above, MMM Investments defaulted under its obligations for Loan 1 and Loan 2 in failing to make the required payments or provide the financial statements d information. 18. On July 19, 2012, Centric Bank sent notice of default to MMM Investments d Guarantor Defendants Mr. and Mrs. Stahl, declaring events of default for failure to pay and r Loan Notes 1 and 2, notifying MMM Investments of such Event of Default and, although n t necessary under the relevant documents, Centric Bank provided MMM Investments with opportunity to cure such default by payment within fifteen (15) days. (A copy of the Notice f Default is attached hereto as Exhibit "G" and incorporated herein by reference). 19. Following receipt of the July 19, 2012 Notice of Default, Defendants failed d refused to pay the obligations under the Loan Notes which constitutes a default under the Lo Notes, as well as each of the Commercial Guaranty Agreements. 20. The Loan Notes 1 and 2, as well as each of the Guaranty Agreements for Lo Notes 1 and 2, contain the following confession of judgment provisions which empowers y attorney of any court of record to appear for and enter judgment against Defendants and in fav r of Centric Bank: CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER i~ JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL ~I BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500.00) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST THE BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT IN STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. (Exhibits A and D). 21. Further, Defendants MMM Investments and Mr. and Mrs. Stahl each execute a Disclosure for Confession of Judgment for Loan 1 and 2, expressly acknowledging that the N to contains a confession of judgment provision that would permit lender to enter judgment in co rt without advance notice or without offering an opportunity to defend. (Copies of the Disclosur s are attached hereto as Exhibit "H" and incorporated by reference). 22. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 23. The above referenced Notes have not been assigned. 24. None of the Commercial Guaranty Agreements referenced herein have be n assigned. _ i 25. Judgment has not been entered on any of the Notes in any jurisdiction. 26. The actual amounts presently due and payable to Centric Bank under the Lo s, and in total, is itemized as follows: Loan 1 Principal sum: $151,872.65 Interest: $7,907.51 Late Charges: $373.43 SUB-TOTAL $160,153.59 *Interest accrues at per diem rate of $27.42 as indicated through 8/10/12 Loan 2 Principal sum: $109,979.15 Interest: $5,540.20 Late Charges: $241.28 SUB-TOTAL $115,760.63 *Interest accrues at per diem rate of $19.86, as indicated through 8/10/12 ATTORNEYS' FEES $26,185.18 TOTAL $302,099.40 i WHEREFORE Plaintiff Centric Bank demands judgment in its favor and agai 'st Defendants MMM Investments, LLC, Matthew Stahl and Maria Stahl, jointly and severely, n the amount of $302,099.40 together with accruing interest at $47.28 per diem, costs of su t, attorneys fees, and such other charges as authorized by the warrants contained in the Notes d Commercial Guaranty Agreements referenced herein. Respectfully submitted, BROADS & S1NON LLP By: ~ Timothy J. Nieman Stephanie DiVittore One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants MMM Investments, LLC, Matthew Stahl and M a Stahl for purposes of confession of judgment; Attorneys for Plaintiff Centric Bank for all other purposes i ail V~ICATiON Jeffrey W. Myers, deposes and says, subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities, that he is the Executive Vice President and Chief Lending Officer for Centric Bank, that he makes this verification by its authority and that the facts set forth in the Complaint in Confession of Judgment are true and correct to the best of his knowledge, information and belied ~`F /z- Date Je GG » I~ EXHIBIT A I PROMISSORY NOTE i a 'r~/~ - - _ ~T.-z__ .2. . s'sr References in the boxes above are #or Lender's use only and do not limit the appilcablllty of this document to any particular loan or i em. Any item above containing • has been omitted due to text length limitations. Borrower: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lane Silver Spring Office Mechanicsburg, PA 17050 4320 Linglestown Road Harrisburg, PA 17112 (717} 591-1360 Principal Amount: $110,000.00 Date of Note: November , 2010 Maturity Date: Novembe 5, 2011 PROMISE TO PAY. MMM Investments, LLC ("Borrower"} promises to pay tv CENTRIC BANK ("Lender"}, or order, in lawful money of a United States of America, the principal amount of One Hundred Ten Thousand & 001100 Dollars {$110,000.00}, together with interest on t s unpaid principal balance from November 5, 2010, calculated as descn'bed in the "INTEREST CALCULATION METHOD" paragraph using an int rest rate of 6.500°h per annum beard on a year of 360 days, until paid in full. Ths interest rate may change under the terms and conditi s of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in one principal payment of ;1110,000.00 plus interest on November 5, 2011. This payma t due on November 5, 2011, will be for all principal and ail accrued interest not yet paid. In addition, Borrower will pay regular monthly paym nts of all accrued unpaid interest due as of each payment date, beginning December 5, 2010, with all subsequent interest payments to ba d e on the same day of each month after that. Unless otherwise agreed ar required by applicable law, payments will be app8ed first to any accru d unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender' address shown above or at such other place as Lender may designate In writing. INTEREST CALCULATION METHOD. Interest vn this Note is computed on a 365!360 basis; that is, by applying the ratio of the int rest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal glance fs outstanding. All Interest payable under this Note is computed using this method. PREPAYMENT. Borrower agrees that all loan fees end other prepaid #lnance charges ors earned fully as of the date of the loan and ill not be subject to refund upon early payment {whether voluntary or as a result of default), except as otherwise required by law. Exce t for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than It Es due. Early payments will not, unle s agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rat er, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid (n full", "without rec rse", or similar language. If Borrower sends such a payment, Lender may accept It without losing any of Lender's rights under this Note, and arrower will remain obligated to pay any further amount owed to Lander. All written communications concerning disputed amounts, Including y check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount awed or that is tendered lth other conditions or limitations ar as full satisfaction of a disputed amount must be mailed or delivered to: CENTRIC BANK, P,O. Bo 62090 Harrisburg, PA 17106-2090. :LATE CHARGE. If a payment is 15 days or more lets, Borrower will bo charged 5.000% of the unpaid portion of the regularly heduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rata on this Note shall be increased y 2.000 percentage points. If Judgment is entered in connection with this Note, interest will continue to accrue after the dots of judgment at t e rate in effect et the time judgment is entered. However, in no event wlfi the interest rate exceed the maximum interest rate limitations under pplicable IoW. DEFAULT. Each of the following shell constitute an event of default ("Event of Defaul["} under this Note: Payment Default. Borrower fells to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this ote or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other a reement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, pu base or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's p party or Borrower's ability to repay this Nate or perform earrowar's obllgattons under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished tc Lender by Borrower or on Borrcwer's behalf u der this Nate ar the related documents is false or misleading in any material respect, either now or at the time made or furnished or beco es false or misleading at any time thereafter. Death ar Insolvency. The dlssolutlon of 8orcower (regardless of whether election to continua is mods}, any member withdrs s from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of mower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor orkout, ar the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, elf-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any colfataral securing he loan. Thts includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Def ult shall not apply If there Is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the c ditor or forfeiture proceeding and if Borrower glues Lender written notice of the creditor or forfeiture proceeding and deposits with Lender onles or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lander, in its sole discretion, as being en dequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtednes or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the lnde tedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of pa ment or performance of this Nots Is impaired. l PROMISSORY NOTE Loan No: 616587'i (Continued} ,Page 2 Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been gluon a notice of a bra ch of the same provision of this Nate within the preceding twelve 1121 months, it may be cured if Borrower, after Lender sends wrltte notice to Borrower demanding cure of such default: S1 i cures the default within fifteen t15i days; or t2i if the curs requires more than f fteen 1151 days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to curs the default and thereafter continues and completes all reasonable and necessary stops sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upnn default, Lander may, after giving such notices as required by applicable law, declare the entire unpal principal balance under this Note and all accrued unpaid Interest immediately due, and then Borrower wilt pay that amount. DEPOSIT RELATIONSHIP. Borrowers shalt maintain (ts primary deposit account relationship with Centric Bank throughout the term oft a loan. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrow r will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal xpenses, whether or not there is a lawsuit, including reasonable attorneys' foes, expenses far bankruptcy proceedings fincfuding efforts to modify or vacate any automaitc stay or In)unction}, and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in ddition to al{ other sums provided by {aw. GOVERNING LAW. This Note will be governed by federal few applicable to Lender and, to the extent not preempted by federal law, t e laws of the Commonwealth of Pennsylvania without regard to its canfticts of law provisions. This Note has been accepted by Le er in the Cammonwaelih of Pennsylvania. CHOICE OF VENUE. if theca is s lawsuit, Borrower agrees upon Lender's request to submit to the Jurisdiction of the courts of Dauphl County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a foe to Lender of $30,00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Borrower's accounts with Londe (whether checking, savings, ar soma other accounti• This includes ail accounts earrower holds jointly with someone else and all accounts Barr war may open in the future. However, this does not include any IRA or Keogh accounts, ar any trust accounts far which setoff would he pro Ibltad by law. Borrower authorizes Lender, to the eMent permitted by applicable law, to charge or setoff all sums owing on the indebtedness a elnst any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed here n: lA] a Mortgage dated November b, 2010, to Lender on real property located in Dauphin County, Commonwealth of Pennsylvania. iBi an Assignment of All Rents to Lender on real property located in Dauphin County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note Further information concerning this requirement is set forth in the Mortgage end in the Agreement to Provide Insurance, all the terms and can itions of which are hereby incorporated and made a part of this Nota. SUCCESSOR INTERESTS. The terms of this Note shall ba binding upon Borrower, and upon Borrower's heirs, personal repres ntatives, successors and assigns, and shall inure to the benefit of Lander and its successors and assigns. NOTIFY U5 OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender f Lender reports any inaccurate information ahaut Borrower's accountisi to a consumer reporting agency. Borrower's written notice desc bing the specific Inaccuracyfles} should be sent to Lender at the following address: CENTRIC BANK P. 0. BOX 62090 Harrisburg, PA 17106-20 0. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the cast of the Nate. Lender may dale ar largo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other parson who signs, guarantees or ndorses this Nota, to the extant allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the tar s of this Note, and unless otherwise expressly stated in writing, no party who signs this Nota, whether as maker, guarantor, accommodation aker or endorser, shalt be released from liabiilty. A11 such parties agree that Lender may renew or extend (repeatedly and far any length of imel this loan or release any party or guarantor ar collateral; or impair, fail to realize upon ar perfect Lender's security Interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. Ali such parties also agree that Lander m y modify this loan without the consent of ?r notice to anyone other than the party with whom the modification is made. The obligations under his Note are joint and several. If any portion of this Note is for any reason determined to be unanforaeable, it will not affect the enfarceabili y of any other provisions of this Nota. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND, EMPOWERS ANY ATTORNEY R TWE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A Y TiME FOR BORROWER At'I'ER A DEFAULT UNDER THiS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JU GMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND NY ANO ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING TH15 NOTE, TOGETHER WiT COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OFTEN PERCENT i10°bi OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTER ST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FiVE HUNDRED DOLLARS {$500} ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR 50 DOING, THIS NOTE OR A COPY OF TWIS NOTE VERIFIED BY AFFIDAVI SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TiME AND AT ALL TIMES UNTiL PAY ENT iN FULL OF ALL AMOUNTS DUE UNDER 7H1S NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE R TO A HEARING IN CONNECTION WITH ANY SUCH C0NFE5S[0N OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER H BEEN REPRESENTED 8Y INDEPENDENT LEGAL COUNSEL. - T ' PROMISSORY NOTE Loan No: 6165971 (Continued) j Page 3 PRIOR 70 SIGNING THIS N07E, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THlS NOTE. BORROWER AGREE TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE 1S AND SHALL CONSTITUTE AND HAVE THE EFF T OF A SEALER INSTRUMENT ACCORDING TO LAW. BORROWER: MMM INVESTMENTS, L BY 1SeaI) Matthew C. Stahl, Member of MMM Investments, LLC UscD PflC t,nanD, vw. 6.lisaaW c.P,, e~~d Yn.neYl s.wuaw, mG a», }DLO, Ao {aohn R.,av.J. • PA CDPnolUITFICIDLFl,{07D.K i1F176! PD•10 EXHIBIT "B" , { COMMERCIAL GUARANT`. . .-~-.-w--~i.~.~I :._un- :i»~~tr_.~..z.: ~N[_,. ~~Y _ z. _ar>~_~:O..:-.- ~~:Qt~~.~~- :-~:cs~un=K~::<~?:~I#~~:: ~t~i~aT .:-:~:~::Tn. References in the boxes above are for Lender's use only and do not limp the applicability of this document to any particular loan or i m. Any item above containing " • has been omitted due to text length Ilmitations. 13arrawer: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lane Silver Spring Office Mechanicsburg, PA 17050 4320 Lingiestown Road Harrisburg, PA 17112 {747) 591-1380 Guarantor. Matthew C. Stab[ 1208 Musket Lane Mechanicsburg, PA 17050 CONTINUING GUARANTE; OF PAYMENT ANA PERFORMANCE. For good end valuable consideration, Guarantor absolutely and unco ditianally guarantees full and punctual payment end satisfaction of the !ndebtadness of Borrower to Lender, and the performance and dlscha ge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of coil ction, so Lender can enforce this Guaranty egalnat Guarantor even when Lender has net exhausted Lender's remedies against anyone visa o6 igeted to pay the Indebtedness ar against any collateral securing the ]ndebtadness, this Guaranty ar any other guaranty of the Indebtedness, uarantor will make any payments to Lander or its order, on demand, in legal tender of the United States of America, in same-day funds, without at-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note end Related Documents. Under this uarenty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time a d at any one or more times, accrued unpaid interest thereon and all collection casts end (ego( expenses related thereto permitted by law, r asonable attorneys' fees, arising from any and ail debts, Ilabflltles and obligations of every nature or form, now existing or hereafter arising or cquired, that Sorrawer individually or callectivaly or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without I mitation, loans, advances, debts, overdraft Indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any int rest rata protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and lie ilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, r finance, consolidate or substitute these debts, liabilities and obligations whether: vnluntarlly or involuntarily incurred; due ar to became due by their farms or acceleration; absolute ar contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or sec ndary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and severaE; evidenced by a nag able or non-negotiable Instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower far an reason whatsoever; for any transactions that may be voldabte for any reason (such as infancy, insanity, ultra vitas or otherwise}; and origin fed then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guarantees from Guarantor, Lender's rights under all g aranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary! affect or invalidate any such other g rantles. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterm}nated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TD GUARANTY: THE F LL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE 1NDEBTEDNESS OF BORROWER TO LENDER, NOW EXIS ING OR HEREAFTER AR{SING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE N THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'5 OBL1GATi0NS AND LIABILITY UNDER THIS GUARANTY F R ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take affect when received by Lender without the necessity of any acceptance by Lende , or any notice to Guarantor or to Borcower, and will continue In full force until all the }ndebtadness incurred or contracted before receipt by nder of any notice of revocation shed have bean fully and finally paid end satisfied and all of Guarantor's other obligations under this Guaranty s all have bean performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written otice of revocation must be ma(fed to Lander, by certified mall, et Lender's address listed above or such other place as Lender may designate in writing. Written ravacatton of this Guaranty will apply only to new (ndebtadness created after actual receipt by Lender of Guarantor's written re ocation. For this purpose and without limitation, the term "new Indebtedness" does not Include the indebtedness which at the time of otice of revocat]on is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include all ar part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and madific flans of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created bath before and after Guarantor's Bath or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executer or administrator r other legal representative may terminate this Guaranty in the soma manner in which Guarantor might have terminated it and with the earn affect. Release of any other guarantor or tarm[natfon of any other guaranty of the indebtedness shall not effect the !lability of Guarantor u der this Guaranty. A revocation Lender receives from any one ar more Guarantors shell not affect the !lability of any remaining Guarantors u der this Guaranty. It is anticipated that Ructuations may occur in the aggregate amount of the Indabtadness covered by this Guaranty, and G grantor specifically acknowledges and agrees that reductions in the amount of the tndebtednass, even to zero dollars ($O.OOi, shall not con ' ute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long es an of the Indabtadness remains unpaid and even though the Indebtedness may from time to time be zero dollars !$0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lander, either before or after any revocation hereof, without lice ar demand and without lessening Guarantor's liability under this Guaranty, from time to time: IA) prior to revocation as set forth above, o make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one ar more times the rims for ayment or other terms of the Indebtedness or any pert of the Indebtedness, including increases and decreases of the rate of Enterest on the ]ndebtadness; extensions may be repeated and may be for !anger than the original loan term; (C} to take and hold security for the pay ant of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall ar decide not to perfect, and release any such securi y, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's uretles, endorsers, or other guarantors on any farms or in any manner Lender may choose; lE) to determina how, when and what applfc flan of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, i cluding without limitation, any nonjudiclat sale permitted by the terms of the controlling security agreement or deed of trust, as Lender In its di cretfon may determine; (Gi to sell, transfer, assign or grant partictpetlons In all or any pert ofi the Indebtedness; and lH} to assign or trap far this , COMMERCIAL GUARANTY'. Loan No: 6165971 (Continued} 'i Page 2 Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that tA) no represen atlons or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; {B) this G aranty is executed at Borrower's request and not et the request of Lender; IC) Guarantor has full power, right and authority to enter into this uaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon uerantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; iE) Guarantor has not and will n ,without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substant Ily all of Guarantor's assets, or any interest therein; lF) upon Lender's request, Guarantor will provide to Lender financial and credit Informati n [n farm acceptable to Lender, and eft such financial infiormetion which currently has been, end all future financial information which will be p ovided to Lender is and will be true and correct in all materiel respects end fairly present Guarantor's financiai cand{tian as of the dates th financial Information is provided; (Gl no material adverse change has occurred in Guarantor's financiai condition since the date of the m st recent financial statements provided to Lender and no event fins occurred which may materially adversely effect Guarantor's financiai cond lion; tH) no litigation, claim, Investigation, administrative proceeding nr similar action (including those for unpaid taxes} against Guarantor is nding or threatened; Ip Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (JI Guarantor has a tabiished adequate means of obta{n(ng from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor grew to keep adequately Informed from such means of any facts, events, or circumstances which might 1n any way affect Guarantor's risks nder this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents a quired by Lander in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lander with the following: Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reports g period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. Addidnnai Requirements. Annual Personal Financial Statement. All financial reports required to be provtded under this Guaranty shall be prepared in accordance with GAAP, applied an a consistent asls, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor wolves any right to require Lender tA} to cnntinu Landing money or to extend other credit to Borrower; iB} to make any presentment, protest, demand, or notice of any kind, Including noti a of any nonpayment of the indebtedness or of any nonpayment related to any collateral, or notice of any action or nonactian on the pert of orrower, Lander, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or dditionel loans or obligations; IC) to resort for payment or to proceed directly ar at once against any parson, Including Borrower or any other uarantor; lD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, nr any other person; {E to give notice of the terms, time, and place of any public or private sale of personal property security held by Lander from Borrower or to co ply with any other applicable provisions of the Uniform Commercial Code; iF} to pursue any other remedy within Lender's power; or (G) to ca mil any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor elan waives any and all rights or defenses based on suretyship or impetrment of collateral including, but not limited te, any rights or defenses arising by reason of (A} any "ono action" or "anti-deficiency" law or any other law which may prevent Lender from hri gang any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosu action, either judicially or by exercise of a power of sale; {B) any election of remedies by Lander which destroys or otherwise adverse! affects Guarantor's subrogation rights ar Guarantor's rights to proceed against Borrower for relmbursemant, including without Ilmitation, an lass of rights Guarantor may suffer by reason of any law limiting, qualifying, ar discharging the Indebtedness; {C} any disability or other d fensa of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsae er, other than payment in full in legal tender, of the {ndebtednass; {D) any right to claim discharge of the indebtedness on the basis of u justified impainrtent of any collateral for the Indebtedness; {El any statute of limitations, ff at any time any action ar suit brought by Lend against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F1 any efenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by orrowar, whether voluntarily or otherwise, ar by any third parry, on the Indebtedness and thereafter Lander is forced to remit the amount of that payment to Borrower's trustee En bankruptcy nr to any similar parson under any federal or state bankruptcy law or law for the relief of de ors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives end agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guarant for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be ssserte by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences end that, under the circumstances, the waivers ere resso able and not contrary to public policy or [aw. tf any such waiver is determined to be contrary to any applicable law or public policy, such waive shall be elective only to the extant permitted by law or public policy. RIGHT OF SETOFF. 7o the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts wl Lander {whether checking, savings, or soma other account). This includes ail accounts Guarantor holds jointly with somecne else and all ecounts Guarentar may open in the future. However, this does not include any IRA ar Keogh accounts, or any trust accounts for which setoff ould be prohibited by law. Guarantor authorizes Lander, to the extent permitted by applicable law, to hold these funds if there is a default, an Lender may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDfNATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or ereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower ecomes insolvent. Guarentar hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoeve , to any claim that Lender may now or hereafter have against Borrower. in the avant of insolvency and consequent liquidation of the assets of rrower, through bankruptcy, by an assignment for the benefit cf creditors, by voluntary liquidation, or otherwise, the assets of Borrower appt cable to the payment at the claims of both Lender and Guarantor shall be paid to Lander and shall ba first applied by Lender to the Inds edness. Guarantor does hereby assign to Lander ell claims which it may have or acquire against Borrower nr against any assignee or t ustee In bankruptcy of Borrower; provided however, that such assignment shell be effective only for the purpose of assuring to Lender full pe ment in legal tender of the Indebtedness. If Lander so requests, any notes or credit agreements now or hereafter evidencing any debts or oblig lions of Borrower to Guarantor shall ba marked with a legend that the same era subject to this Guaranty and shall be delivered to Lander. grantor agrees, end Lender is hereby authorized, in the Hama of Guarantor, from time to time to file financing statements and continuation st laments and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce s rights under this Guaranty. , ' COMMERCIAL GUARANTY' Loan No: 616597'1 (Continued) Page 3 MISCELLANEOUS PROViStONS. The following miscellaneous pravislons are a pert of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the arties as to the matters set faith in this Guaranty, No alteration of or amendment to this Guaranty shall be effective unless given in w (flog and signed by the party or parties sought to be charged ar bound by the alteration or amendment. Attorneys' Fees; F~cpenses. Guarantor egress to pay upon demand all of Lender's costs end expenses, including Lender's r asonable attorneys' fees end Lender's Isgal expenses, Incurred to connection with the enforcement of this Guaranty. Lender may hl a or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs end expenses of such enforcement. Costs and xpenses include Lender's reasonahle attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonabie attorneys' fees and legal expenses far bankruptcy proceedings (Including efforts to modify ar vacate any automatic stay or injunction!, appeals, and any anticipated post-judgment coliactinn services. Guarantor also shall pay all court costs and such additional fees es may be direct d by the court. Caption Headings. Caption headings in this Guaranty ors for convenience purposes only and are oat to be used to interpret ar efine the pravislons of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there Is a lawsuit, Guarantar• agrees upon Lender's request to submit to the jurisdiction ?f the courts of bauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor ha had the opportunity to ba advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intantians nd parol evidence is not required to interpret the terms of this Guaranty. Guarantor herahy indemnifies and holds Lsndsr harmless from a I losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or Incurred by Lender as a result of any breach by Guaran r of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is mare than one Borrower or Guarantor, then ail words used in this Guaranty in the sing Isr shall be deemed to have been used in the plural where the oontext and construction sa require; and where there is more than ono arrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "G grantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" Include the heirs, su nessors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not ba enfor ed, that fact by itself will oat mean that the rest of this Guaranty wil{ not be valid or enforced. Therefore, a court will enforce the r t of the pravislons of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenfarceabls. If any one or more of Borrower ar Guarantor era corporations, partnerships, limited liability companies, or similar antidns, it is oat necessary for Lender t inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting act on (heir behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed u der this Guaranty. Notices. Unless otherwise pravlded by applicable law, any notice requlrsd to be given under this Guaranty shelf be given in wr(t g, end, except far revocation notices by Guarantor, shall be effective when actually delivered, when actually received by talefacsimtl (unless otherwise required by law1, when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in th United States mail, as first class, certified or registered mall postage prepaid, directed to the addresses shown near the baginn)ng of this aranty. All revocation notices by Guarantor shall be in writing end shall bs effective upon delivery to Lender as provided in the sectio of this Guaranty enthted "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving forma written notice to the other parties, specifying thgt the purpose of the notice is to change the party's address. For notice purposes, G arantar agrees to keep Lender informed at ell times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to ell Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in wr log and signed by Lender. No delay or omission an the part of Lender in exercising any right shell operate as a waiver of such right ar a y other right. A waiver by Lander of a provision of this Guaranty shall oat prefudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of th[s Guaranty. No prior waiver by Lander, .oar any course of dealing etween Lender and Guarentar, shell constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future trap actions. Whenever the consent of Lander is required under this Guaranty, the granting of such consent by Lender in any instance shall not c nstftute continuing consent to subsequent Instances where such consent Is requlrsd and In all cases such annsant may be granted or wl held in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, ersongl representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. DEFINiT10N5. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Uniass sp citically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words e d terms used in the singular shall include the plural, and the plural shell include the singular, as the context may require. Words and terms oat o herwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Cade: Borrower. Ths word "Harrower" means MMM Investments, LLC 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 Matthew C. Stahl, and in ea h case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. tndebtednass. Tha word "Indebtedness" means Borrower's indebtedness to Lender as morn particularly described in this Guaranty. Lander. The word "Lender" means CENTRIC BANK, its successors god assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes andlor credit agreements evi encing Borrower's loan obligations in favor of Lender, together with all renewals of, axtenslons of, modifications of, refinancings of, consol dations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related bocumants" mean ail promissory notes, credit agreements, loan agreements, enviro mental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, cnlEateral mortgages, and all other instr manta, _ _ 1 COMMERCIAL GUARARITY Loan No: 616597'1 (CORtlnued) Page 4 agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFE5510N OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT NY TIME FOR GUARANTOR AFI'EA THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS RENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTERE T, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECU LNG THE IIVDEBTEDNES5, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION DF TEN PERCENT {10°,4,1 OF TH UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLA S 4$500? ON WHICH JUDGMENT OA JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUAR NTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED 1N THIS G ARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BU SHALL CONTINUE FROM TIM4c TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNT5 DUE UNDER THIS GU RANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE DR TO A HEARING fN CONN£CT16N WITH A Y 5UCf•I CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFE SIGN OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HA5 BEEN REPRESENTED BY INDEPENDENT LEGAL COUN EL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE FROVISfONS OF THIS GUARANTY AND ACRE TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY 15 EFFECTIVE UPON GUARANTOR'S EXECU ON AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED iN THE MANNERS FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TD MAKE THIS G RANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 5, 20'!0. TMIS GUARANTY IS GIVEN UNDER SEAL AND Cf IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE TH EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X ~//!~'1Q~/`,-'' t~~11,t,~/`.' {Seals Matthew C. Stahl UISFA PRO Laediry. Ye. i.}7.t0.0U1 Cap,. Hehd !•iwaiJ 6awtle,a, Me. 1!}7, 7010. Ao ttgt.~. hound. •/A GYM1091MFICMLKWD.FC 11LI7i6 T•10 COMMERCIAL GUARANT`. . - s ~r - ~ ~ - t~~±~.=- -CIF ~a - _ .'~m~~ ~~~er:~: - ~ij ~F. _ ~ _ . a _ _ - _ -T=om - - -t..~. . , . w~.~ _ - References in the boxes above era for Lender's use only and do not limit the applicability of this document to any particular lean or i em. Any item above containing has been omitted due to text length Iimltations. Borrower: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lane Sliver Spring Office Mechanicsburg, PA 17050 4320 Linglestawn Road Harrisburg, PA 17172 1717} 591-1360 Guarantor: Maria M. Stahl 1208 Musket Lane Mechanicsburg, FA 17050 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consldaratlon, Guarantor absolutely end unco ditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and disch cgs of all Borrower`s obligations under the Nata and the Related Documents. This is a guaranty of payment and performance end not of coil coon, so Lander can enforce this Guaranty against Guarantor even when Lander has not exhausted Lender's remedies against anyone else o ligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. uarantor will make any payments to Lender or its order, on demand, in legs! tender of the Untted States of America, in same•dey funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under tfila uarenty, Guarantor's liability Is unlimited and Guarantor's obllgetions are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time nd at any one or more times, accrued unpaid Interest thereon end all collectlan costs and legal expenses related thereto permitted by law, r asonable attorneys' fees, arising from any and all debts, Ilabllities end obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interahangeabiy with others, owes or will awe Lander. "Indebtedness" Includes, without imkation, loans, advances, debts, overdraft Indabtadnass, credit card Indabtadnass, lease obligations, liabilities end obllgetions under any int rest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, end li bliities of Borrower, and any present ar future judgments against Borrnwar, future advances, loans or tranaeCtiorts that renew, extend, modify, afinance, consolidate or substitute these debts, liabilities and obllgetions whether: valuntartly or involuntarily Incurred; due or to became du by their terms or acceleration; absolute ar contingent; liquidated or un[iquidatad; determined or undetermined; direct or indirect; primary or se ndary in nature or arising from a guaranty or surety; secured or unsecured; ]Dint or several or joint and several; evidenced by a nag liable or non-negotiable instrument or writing; originated by Lender nr another or others; barred or unenforceable against Borrower for a y reason whatsoever; for any uansactfans that may be voidable far any reason (such es infancy, insanity, ultra vires or otherwise); and origin led then reduced or extinguished end then afterwards Increased or reinstated. If Lender presently holds one ar mare guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all aranties shalt be cumulative. This Guaranty shall not iunlass speciflcelly provided below to the cantreryl effect or invalidate any such other g arantlas. Guarantor's I1a6111ty will 6e Guarantor's aggregate liability under the terms ofi this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CON1lNUlNG GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE F LL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION DF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXIS ING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OHLIGATtONS AND LIAHiLITY UNDER THIS GUARANTY OR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY 8E A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lend r, or any notice to Guarantor or to Borrower, and will continue in full farce until all the Indebtedness incurred or contracted before receipt 6y ender of any notice of revocation shall have bean fully end finally paid and satisfied and all of Guarantor's other obligations under this Guaranty all have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor`s written once of revocation must be mailed to Lander, by certified mall, at Lender's address listed above or such other place as Lender may designate i writing. Written revocation of this Guaranty wltl apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written re ocatlon. For this purpose end without limitation, the term "new Indebtedness" does not tnciude the Indebtedness which at the time of oboe ofi revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due, For this purpose and without limitation, "new Indebtedness" doss not include all or part of the Indebtedness that is: Incurred by 8orrowa prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and madiftc lions of the Indebtedness. This Guaranty shall hind Guarantor's estate as to the Indebtedness created both before and after Guarantor's eath or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the sam effect. Ratease ofi any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor u der this Guaranty. A revocation Lender receives from any one or more Guarantors shall net affect the liability of any remaining Guarantors u der this Guaranty. [t is anticipated that tluctuatlons may occur to the aggregate amount of the Indebtedness covered by this Guaramy, and uarantor specifically acknowledges and agrees that reductions {n the amount of the Indabtadnass, even to zero dollars (50.00), shall not co 'lute a termination of this Guaramy. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as a y of the Indebtedness remains unpaid and even though the indebtedness may from time to time be zero dollars 150.001. [aUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without atice or demand and without lessening Guarantor's liahi6ty under this Guaranty, from time to time: lA1 prior to revocation as sat forth above, to make one or more additional scoured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise t extend additional credit to Borrower; IB1 to alter, comprom(se, renew, extend, accelerate, or otherwise change one or more times the lima for ayment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of inteces on the indebtedness; extensions may be repeated and may be for longer than the anginal loan farm; ICI to take and hold security for the pa ment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such secu ty, with or without the substitution of new collateral; iD) to release, substitute, agree not to sue, or deal with any one or more of Borrower's uretles, endorsers, or other guarantors an any terms or in any manner Lender may choose; iE1 to determine how, when and what appl anon of payments and credits shall be made on the Indebtedness; IFl to apply such security and direct the order or manner of sale thereof, eluding without limitation, any nanjudlcial sale permitted by the terms ofi the cantral(ing security agreement or dead of trust, as Lander fn its d aeration may determine; iGi to sell, transfer, assign or grant parttcipatlans in ell or any pert of the indebtedness; and IHi to assign or tran far this I COMMERCIAL GUARANTY', Loan No: 6165971 (Con#inuedl Page 2 Guaranty in whale or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents end warrants to Lender that (A) no represen ations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; 1Bl this G arenty is executed at Borrower's request and not et the request of Lender; {Cl Guarantor has full power, right and authority to enter into this uaranty; (D} the provisions of this Guaranty da not conflict with or result in a default under any agreement or other instrument binding upon uarantor and do not result in a violation of any law, regulation, court decree ar order applicable to Guarantor; lE) Guarantor has not end will no ,without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of ell or substantl Ily all of Guarantor's assets, or any Interest therein; (Fi upon Lender's request, Guarantor will provide to Lender financial and credit infarmati n In form acceptable to Lander, and all such financial information which currently has been, end all future financial information which will be p ovided io Lander is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates th financial information is provided; iG) no materiel adverse change has accurced 1n Guarantor's financial condition since the date of the m st recent flnencial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial cond flan; {H) no litigation, claim, investigetlon, admintstrative proceeding ar similar action {including those #or unpaid texas) against Guarantor is p nding or threatened; {l) Lender has made no represantatlon to Guarantor as to the creditworthiness of Borrower; and {J) Guarantor has a tablished adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor grees to kelp adequately informed from such means of any facts, events, ar circumstances which might in any way affect Guarantor's risks nder this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents a wired by Lander in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Tax Ratums. As soon es available, but in no event later than thirty {30} days after the applicable filing data for the tax reporttl g period ended, Federal and other govammental tax returns, prepared by a certifed public accountant satisfactory to Lender. Additions[ Requirements. Annual Personal Financial Statement. All financial reports required to be provided under this Guaranty shalt be prepared in accordance with GAAP, applied on a consistent eels, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Exaept es prohibited by applicable law, Guarantor waives any right to require Lender {A! to contlnu lending money or to extend other credit to Borrower; IBi to make any presentment, protest, demand, or notice of any kind, inciuding noti a of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of orrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new ar dditional leans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other g arentar; {D) to proceed directly against or exhaust any collateral held by Lander from Borrower, any other guarantor, or any other person; {E to give notice of the terms, time, and pleas of any public or private sale of personal property security held by Lender from Borrower or to ca ply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or {G) to co mit any act or omission of any kind, or at any Ume, with respect to any matter whatsoever. Guarantor also wolves any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of iA) any "one action" or "anti-deficiency" law or any other law which may prevent Lendsr from br) gang any acdan, including a claim for deficiency, against Guarantor, before or after Lender's commencement ar eamplation of any foreclosu action, either judicially or by exercise of a power of sale; {ei any election of remedies by Lender which destroys ar otherwise adversel affects Guarontor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without iimitatton, an loss of rights Guarantor may suffer by reason of any law limiting, qualifying, ar discharging the Indebtedness; (C} any disability or other d fense of Harrower, of any other guarantor, or of any other person, or by reason of the cassetfan of Borrower's liability from any cause whatsoe er, other than payment fn full in legal tender, of the Indebtedness; {Di any right to claim discharge of the indebtedness on the basis of u just(fied impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lende against Guarantor is commenced, there is outstanding Indebtedness which is net barred by any applicable statute of limitations; ar {F) any efenses given to guarantors et law or in equity other than actual payment and performance of the Indebtedness. If payment is made by orrowsr, whether valuntarify 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 ar to any similar parson under any federal or state bankruptcy law or law for the relief of da ors, the Indebtedness shall be cons}dered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and egress not to assert ar claim at any time any deductions to the amount guaranteed under this Guaran for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may he asserte by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarentor's full knowledge of its significance and consequences and that, under the circumstances, the waivers ere reaso able and not contrary to public policy or law. If any such waiver is determined to be contrary io any applicable law ar public policy, such waive shall bs effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extant permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts wit Lender iwhether checking, savings, or some other account}. This includes ail accounts Guarantor holds jointly with someone else and all ccounts Guarantor may open !n the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff Quid be prohibited by law. Guarantor authorizes Lander, to the extant permitted by applicable law, to hold these funds if there is a default, an Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or ereafter created, shell ba superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower ecomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoevs , to any claim that lender may now or hereafter have against Borrower. In the event of insolvency and consequent Itqufdation of the assets of mower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower appl cable to the payment of the claims of both Lender and Guarantor shell be paid to Lender and shall be #lrst applied by Lander to the Inde edness. Guarantor does hereby assign to Lender elf claims which it may have or acquire against Borrower or against any assignee or t ustee in bankruptcy of Borrower; provided however, that such assignment shall he effective only for the purpose of assuring to Lender full pe mant In legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now ar hereafter evidencing any debts or oblig tions of Borrower to Guarantor shell be marked with a legend that the same are subJect to this Guaranty and shell be delivered to Lander. uarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and cantinuatlon st temants and to execute documents end to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce s rights under this Guaranty. I COMMERCIAL GUARANTY Loan No: 6165971 (Con#inued) 'IPage 3 MISCELLANEOUS PROVISIONS. The following misceilaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the arties es to the matters set forth in this Guaranty. No elteratlon of or amendment to this Guaranty shell be effective unless given in w Ming and signed by the party or parties seught to bs charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's r asonabis attorneys' foes end Lender's legal expenses, incurred In connection with the enforcement of this Guaranty. Lander may hir or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and xpenses Include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings {including efforts to modify or vacate any automatic stay or in]unction?, appeals, and any anticipated post-]udgment collection services. Guarantor also shall pay all court costs and such additional fees as may be direct d by the court. Caption Headings. Ceptton headings In this Guaranty are for convenience purposes only and are not to be used to interpret or d fine the provisions of this Guaranty. Governing Law. This Guaranty wrll be governed by federal law applicable to Lender and, to the extent not preempted by fiederal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the ]urisdlctlon of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has reed and fully understands the terms of this Guaranty; Guarantor ha had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions nd parel evidence is not required to Interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from a !fosses, claims, damages, and costs (including Landar's attorneys' fees} suffered or Incurred by Lender as a result of any broach by Guaran or of the warranties, representations and agreements of this paragraph. interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used In this Guaranty in the sing lar shall be deemed to have been used in the plural where the context and construction so require; and where there is morn than one orrower Hamad in this Guaranty or when this Guaranty is executed by more than ono Guarantor, the words "Borrower" and "G grantor" respectively shall mean all and any one or more of them. Tha words "Guarantor," "Borrower," and `Lender" include the heirs, su cessors, assigns, end transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should Hat be enfar ed, that fact by itself will not mean that the rest of this Guaranty will not 4e valid or enforced. Therefore, a court will enforce the ra t of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporatlans, partnerships, limited ]lability companies, or similar entities, it is not necessary for Lender inquire into the powers of Borrower ar Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting act on their behalf, and any indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed u der this G ueranty. Notices. Unless otherwise provided by applicable law, any notice required to he given under this Guaranty shall be given in writ ng, and, except far revocation notices by Guarantor, shell be effective when actually delivered, when actually received by telefacsimii (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, If mailed, when deposited in t United States mail, as first class, certified ar registered mail postage prepaid, directed to the addresses shown near the beginning of this uarenty. All revocation notices by Guarantor shelf be in writing and shall be effective upon delivery to Lsndar as provided in the sectio of this Guaranty entitied "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving form !written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, uarantor agrees to keep Lander informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if ther is more than one Guarantor, any notice given by Lender to any 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 w ring and signed by Lender. No delay or omission nn the part of Lander in exercising any right shall operate as a waiver of such right or ny other right, A waiver by Lender of a provision of this Guaranty shell not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. Nc prior waiver by Lender, nor any course of dealing stwesn Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future iron actions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall Hat c nstitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or wi hheld in the sole dlscretien of Lander. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, end upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be anforceabls by Lander and its successors and assigns. DEFINITIONS. The following capitalized wards and terms shall have the following meanings when used in this Guaranty. Unless s clfically stated to the contrary, all references to dollar amounts shall mean amounts In lawful money of the United States of America. Words e d terms used in the singular shall include the plural, and the plural shell include the singular, as the context may require. Words end farms not herwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means MMM Investments, LLC and includes all co-signers and co-makers signing the Note an 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 Ifmltation Maria M. Stahl, and In each ase, any signer's successors and assigns. Guaranty. Tha word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The ward "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. Tha word "Lender" means CENTRIC BANK, its successors and assigns. Note. The word "Note" means and includes without lim(tatlan all of Borrower's promissory notes and/or credit agreements a idencing Borrower's loan obligations In favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, cans Ifdatlons of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, ctedit agreements, loan agreements, envir nmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other lost uments, ~ COMMERCIAL GUARANTY Loan No: fi1fi5971 ~COfIt111U@d} 'Page 4 agreements and documents, whether now or hereafter existing, executed in cannectlon with the Indebtedness. CONFE5510N OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR A7 NY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND W17H OR WITHOUT COMPLAINT FILED, CONFESS A ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF TH15 GUARANTY AND ALL ACCRUED INTER T, LATE CHARGES AND ANY ANO ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECU ING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT {10%1 OF TH UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LE55 THAN FIVE HUNDRED DOLLA S ($6001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR 50 DOING, THIS GUA ANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS G ARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, B 7 SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS G RANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION W17H A Y SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE DF LENDER SPECIFICALLY CALLED THIS CONFE SIGN OF JUDGMENT PROVI5IDN TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED 8Y INDEPENDENT LEGAL COU SEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISJONS OF THIS GUARANTY AND AGREE TO ITS TERMS. IN ADDI'T'ION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECU ION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED 1N THE MANNERS FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER tS NECESSARY TO MAKE THIS G ARANTY EFFECTIVE. THIS GUARANTY fS DATED NOVEMBER 5, 2t)90. THIS GUARANTY IS 61VEN UNDER SEAL AND lT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE TH EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARRANTOR: X 1~.A;,t,,(~. ~ ``{Beall Maria M. Stahl wEarnow~a.s.v..ss~.~o.ow ["m.x•wm~ara~w..r~4~s57.~n~o. ungnuxa...a •r~ uwsasurcatrwn.~mrc rni~ssm•w EXHIBIT "C" , tANGE 1N TERMS AGREEM~`~T _ - _ . References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or em. Any item above containing has been omitted due to text length Ifmitations. Borrower: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lana SILVER SPRING OFFICE Mechanicsburg, PA 17050 4320 UNGLESTOWN ROAD HARRISBURG. PA 17112 (717) 591-1364 Principal Amount: $109,979.15 pate of Agreement: 0!1 f ~ Maturity Date: Decembe 31, 2012 DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Nate dated November 5, 2010 executed and delivered by Borrower to Le der in the original amount of 51 70,000.00. DESCRIPTION OF CHANGE IN TERMS. The maturity date on the Loan is hereby extended to December 3i, 2012. PROMISE TO PAY. MMM investments, LLC f"Borrower"J promises to pay to CENTRIC BANK ("Lender"), or order, in lawful money of ha United States of America, the principal amount of Ona Hundred Nina Thousand Nina Hundred Seventy-nine & 151100 Dottars 1$109,979.15 ,together with interest on the unpaid principal balance from Juna 30. 2411, caiculated as descn'bed in the "INTEREST CALCULATION ETHOD" paragraph using an interest rata of 6.500% per annum based an a year of 360 days, until paid in full. The interest rate may change under the tarns and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in ono principa! payment of $109,979.15 plus interest on December 31, 2412. This paym t due on December 31, 2012, wilt be far all principal and all accrued interest not yet paid. In addition, Borrower will pay regular morrthly paym nts of all accrued unpaid interest due as of each payment date, beginning July 5, 2011, with ail subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by appEicahls law, payments wiU be applied feral to any accrued unpai interest; than to principal; then to any late charges; and then to any unpaid collection casts. Borrower will pay Lender at Lender's address sh n above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this Loan Is computed on a 3651364 basis; that is, by applying the ratio of the inters rate over a year of 364 days, multiplied by the gutstanding principal balance, multiplied by the actual number of days the principal bata»ce is o landing. All interest payable under this loan is omputed using this method. PREPAYMENT.:Borrower agrees that all loan fees end other prepaid finance charges are earned fully as of the date of the loan and 111 not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law, Farce t for the foregoing, Borrower may pay without penalty all or a portion o`the amount owed earlier than it is due. Early payments will not, unl s agreed to by Lender ln.writing, relieve Borrower of Borrower's obltgaf(an to contnue to make payments under the payment schedule. Re er, early payments will reduce the principal balance due. Borrower agrees not to send Lander payments marked "paid in full", "without rec arse", or stmtlar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agree ant, and Borrower will remain abligeted to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment !n full" of the amount owed or that is tendered with other conditions or Ilmltettons or as full satisfaction of a disputed amount must be mailed or delivered to: CENTRIC BANK, P.O. B x 62090 Harrisburg, PA 1710fi-2090. LATE CHARGE. if a payment is 15 days or more late, Borrower will be charged 5.400% of the unpaid portion of the regularly cheduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rata on this loan shall be increased y 2.000 percentage points. if Judgment is entered in connection with this Agreement, interest will continua to accrue after the data of judgm nt at the rate in effect at the time judgment is entered. However, in no event w11i the interest rate exceed the maximum Interest rate Iimitati ns under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower falls to comply with or to perform any other term, ohE(gatton, covenant or condttoan contained in this A reement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in ny other agreement between Lender and Borrower. Default in Favor of Third Parties. Any guarantor ar Borrower defaults under any loan, extension of credit, security agreement, pu chase or sales agreement, or any other agreement, in favor of any other cradltor or person that may materially affect any of any guar ntor's or Borrower's property or ability to perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, rspresantation or statement made or furnished to Lander by 8arrower or on Borrower's behalf nder this Agreement or the Related Documents !s false ar misleading in any malarial respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death ar insolvency. The dissolution of Borrower iregardlass of whether election to continue is made), any member w?thdr ws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of mower, the appointment of a receiver for any pert of Borrower's property, any assignment far the benefit of credttars, any type of cradltor orkaut, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfehure Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, elf-help, repossession or any other method, by any creditor of Borrower or by any gavernmentai agency against any collateral sec ring the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, t !s Event of Default shall not apply if there is a good faith dispute by 8arrower as to the validity or reasanablsnass of the claim which is th basis of the cradltor ar forfeiture proceeding end If Borrower glues Lander written notice of the creditor or forfeiture proceeding and dap Its with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by lender, in its sole discretion, as being en adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the lndehtednes or any _ _ _ _ f CHANGE IN TERMS AGREEMENT Loan No: 665971 ~ (Continued) Page 2 Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or (lability under, any Guaranty of the In abtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borcower's Hnancial condition, or Lender believes the prospect of p yment or performance of the Indebtedness is impaired. Insecurity. Lender !n good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if eorcower has net been given a notice of a bra ah of the same provision of this Agreement within the preceding twelve {12} months, it may ha cured if Borrower, after Lender sands wr1 en notice to Borrower demanding cure of such default: {1} cures the default within fifteen {16} days; or 12) if the cure requires more t an fifteen {16} days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary slaps sufflclent to produce compliance as soon es reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpef principal balance under this Agreement and at! accrued unpaid interest immediately duo, and ihon Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lander may hire or pay someone else to help collect this Agreement If Borrower does not pay. Bo ower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Len er's legal expenses, whether or nai there is a Lawsuit, including reasonable attorneys' fees, expanses for bankruptcy proceedings {including efforts to modify or vacate any automatic stay or injunction}, and appeals. If not prohibited by applicable )aw, Borrower also will pay any cou costs, in addition to alt other sums provided by law. GOVERNING LAW. This Agreement will be gavemed by federal law applicable to Lender and, to the extent not preempted by fade law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has bean 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 DAUPHI County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $30.00 tf Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays Is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Borrower's accounts with Lends iwhether checking, savings, or some other account}, Thts includes alt accounts Borrower holds jointly with someone else end all accounts Borc war may open In the future. However, this does not include any IRA or Keogh accounts, or any trust accounts far which setoff would be pre iblted by law. Borrower. authorizes Lender, to the extant permitted by applicable law, to charge or. setoff all sums owing an the indebtedness a ainst any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by the following caUeteral described in the security instruments list herein: {A} a Mortgage dated November 5, 2010, to Lander on real property located in Dauphin County, Commonwealth of Pennsylvania. {Bi an Assignment of All Rents to Lender on real property located In Dauphin County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain Insurance for the collateral securing this Agreemen . Further information concerning this requirement is set forth in the Mortgage and in the Agreement to Provide Insurance, alt the terms and co ittons of which are hereby incorporated and made a part of this Agreement. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, in luding alt agreements evidenced or securing the obligation{s}, remain unchanged and In full force and affect. Consent by Lender to this Agree ant does not waive Lender's right to strict performance of the abligation{s) as changed, nor obligate Lender to make any future change in terms Nothing in this Agreement will constitute a satisfaction of the obligation{s1. 1t Is the intention of Lender to retain as (fable parties sll m kars and endorsers of the original obligation{sl, inaludfng accommodation parties, unless a parry is expressly released by Lander in writing. Any maker or endorser, including accommodation makers, w?ll not be released by virtue of this Agreement. If any person who signed the original btlgetton does not sign this Agreement below, then all persons signing below eaknowledge that this Agreement Is given conditionally, bas d on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not b released by it. This waiver applies not only to any initial eMenslon, modifiaattan or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The farms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, persona( repres ntatives, successors, and assigns, end shell be enforceable by Lender and its successors and assigns, WOTIFY US OF INACCURATE INFORMATION WE REPORT TD CONSUMER REPORTING AGENCIES. Please notify us if we report any 1 accurate information about your accountls} to a consumer reporting agency. Your written notice describing the speaiflc inaccuracy{tesj should a sent to us at the following address: CENTRIC BANK P. 0. BOX 62090 Harrisburg, PA 17106-2090. MISCELLANEOUS PROVISIONS. If any pert of this Agreement cannot be enforced, this fact will not affect the rest of the Agreemen . Lender may delay or forgo enforcing any of Its rights or remedies under this Agreement without losing them. Borrower and any other pe an who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of (shonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement whether es maker, guarantor, accommodation maker or endorser, shalt be released from liability. All such parties agree that Lender may renew r extend (repeatedly and for any length of time) this loan or release any party or guarantor or caliaterel; or impair, fall to realize upon ar perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom them lficatlon Is made. The obligations under this Agreement era joint and several. If any portion of this Agreement Is for any reason determt ad to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY R THE PROTHONOTARY OR CLERK OF ANY COURT 1N THE COMMONWEALTH OF PENNSYLVANEA, OR ELSEWHERE, TD APPEAR AT Y TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS O ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE DF THIS AGREEMENT AND ALL ACCRUED INTERE T, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECUR NG THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUtT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT {1096} OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLAR {$600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AG EEMENT OR A COPY OF TH15 AGREEMENT VERIFIED 8Y AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFE5S JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHOR ,HUT _ , ~ `CHANGE IN TERMS AGREEMENT Loan No: 6659'71 ~ {COntinued) Page 3 SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS A REEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH NY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDEfl SPECIFICALLY CALLED THIS CONF SSION OF JUDGMENT PROVISION 70 BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRE5ENTED BY INDEPENDENT LEGAL COONS L. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THI5 AGREEMENT. RROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS G{VEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND AVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. CHANGE IN TERMS SIGNERS: MMM INVESTMENTS, LLC ey: cseal} Matthew C. Stahl, Member of MMM Investments, LLG , ~Ifj~ • X ~ ~~~J'~!:":( ~ ISeal1 X ~.d.C: (5 11 Matthew C Stahl, Guarantor Marla C: Stahl, Guarantor LA9ER fRO leW~Oi Ya. &97.00.009 Caq. 71Mr1tl FlnneY 90NIYn41n4 79971 7071. M RyAp Rwrwd. • MA C7IPIIOSUR71C7Rtfltb70e.FL TWA766 ?R•10 i EXHIBIT "D" . PROMISRY NOTE' :::==-~'K711:1ki .ia. .z_~_ ~ . n:=~~ s ~ ~ - _ .:mot-. _ . = - - - - - - ----.._.._.._.a. . - _ c - References to the boxes above are for Lender's use only and do not Ilmh the appllcabiitty of this document to any particular loan or i em. Any item above containing has bean omitted due to text length limitations. Borrower: MMM investments, LLC Lender: CENTRIC BANK 1208 Musket Lane SILVER SPRING OFFICE Mechanicsburg, PA 17050 4320 LINGLESTOWN ROAD HARRISBURG, PA 17112 {717) 59i-1360 Principe! Amount: $150,000.00 Date of Note: November 2 2090 Maturity Date: November 3, 2D11 PROMISE TO PAY. MMM Investments, LLC {"Borrower") promises to pay to CENTRIC BANK ("Lender"), or order, in lawful money of a United States of America, the principal amount of One Hundred Fifty Thousand & 00!100 Dollars {6150,000.00), together with interest on a unpaid principal balance from November 23, 2010, calculated as described in the "INTEREST CALCULATION METHOD" paregraph using a interest rata of 6.500% par annum based orr a year of 360 days, until paid In full. The interest rate may change under the terms and canditi ns of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in one principal payment of $150,000.00 plus interest an November 23, 2011. This payme due on November 23, 2011, will be for ail principal and all accrued interest not yet paid. In addhlon, Borrower will pay regular monthly paym nts of all accrued unpaid interest due as of each payment date, beginning December 25, 2010, with all subsequent Entarest payments to be d o on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first tc any accru d unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender' address shown above or at such other plane as Lender may designate in writing. INTEREST CALCULATION METHOD. [nterest on this Note is computed on a 3651360 basis; that Ts, by applying the ratio of rho int rest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal glance is outstanding. All interest payable under this Nota is computed using this method. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges era earned fully as of the date of the loan and ill not be subject to refund upon early payment (whether voluntary or es a result of default), except as otherwise required by law. Exce t for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unle s agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continua to make payments under the payment schedule. Rat er, early payments will reduce the principal balance due. Borrower agrees not to send Lander payments marked "paid in full", "without rec urea", or similar language. If Borrower sands such a payment, Lander may accept it without losing any of Lender's rights under this Nete, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including ny check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount awed er that is tendered ith other conditions or (imitations or as full satisfaction of a disputed amount must be mailed or delivered to: CENTRIC BANK, P.O. 8 x 62090 Harrisburg, PA 17106-2090. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly cheduled payment. INTERE5T AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the Interest rata on this Note shell be [ncroased y 2.DOD percentage points. If .judgment is entered in connection with this Note, interest wll[ continue to accrue after the date of judgment at t e rata in effect at the time judgment is entered. However, in na event will the interest rate exceed the maximum interest raze limitations under pplicable law. DEFAULT. Each of the tollewing shall constitute an event of default i"Event of Default"? under this Note: Payment Default. Borrower falls to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this ote or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other a reement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, pu chase or sales agreement, or any other agreement, In favor of any other creditor ar parson that may materially affect any of Borrower's p operty yr Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement mods or furnished to Lander by Borrower ar on Borrower's behalf nder this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becn es tales or misleading et any time thereafter. Death or insolvency. The dissolution of Borrower {regardless of whether elecdon to continue is model, any member wlthd ws from Borrower, or any other termination of Borrower's existence es a going buslnesa or the death of any member, the insolvency of orrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or inscivency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forteiture proceedings, whether lay judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Da cult shall not apply if there is a good faith dfspute by eerrower as to the validity or reasonableness of the claim which Is the basis of the edltor~ur forfeiture proceeding and if Harrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender onies or a surety bond for the creditor or forfeiture ~lroceedfng, in an amount determined by Lander, in its sole discretion, as being en adequate reserve or bond far the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedne s or any Guarantor dies or becomes incompetent, or revokes or disprrtes the validity of, or (lability under, any guaranty of the ind btedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of pe ment or performance of this Note is impaired. , PROMISSORY NOTE 1 Loan No: 6166Q12 (Continued) Page 2 i Insecurity. Lender in good faith believes Itselt insecure. Cure Provisions. if any default, other than a default in payment is curable and if Borrower has not been given a notice of a brae h of the same provision of this Nota within the preceding twelve (12) months, it may be cured tf Borrower, after Lender sands written notice to Borrower demanding cure of such default: f1 } cures the default within fifteen ii 5} days; or i21 if the cure requires more than fi een i15} days, ImmedfateVy initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and hereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lander may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note end all accrued unpaid interest immediately due, and then Borrower will pay that amount. DEPOSIT RELATIONSHIP. Borrowers shall maintain its primary deposit account relationship with Centric Bank throughout the term of th loan. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Nota if Borrower does not pay. Borrows wtli pay Lender that amount. This includes, subject to any omits under applicable law, Lender's reasonable attorneys' fees and Lender's }egal penses, whether or not theta 1s a lawsuit, including reasonable attorneys' fees, expanses far bankruptcy proceedings (Including efforts to odify or vacate any automatic stay or injunction}, and appeals, lfi not prohibited by applicable law, Borrower also will pay any court costs, in a dition to all other sums provided by law. GOVERNING LAW. This Nate will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, th laws of the Commonwealth of Pennsylvania without regard to its conflicts of taw provisions. This Note has been accepted by Lend r in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If theta Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of DAUPHI County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a foe to Lander of 530.00 if Harrower makes a payment on Borrower's loan and the heck or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by appNcabla law, Lender reserves a right of setoff in all Borrower's accounts with Lender whether checking, savings, ar some other account}. This Includes all accounts Borrower holds jointly with someone else and all accounts 8orro er may open in the future. However, this dnes not include any IRA or Keogh accounts, or any trust aecnunts for which setoff would be proh bited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness eg inst any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herei iA} a Mortgage dated November 23, 201 D, to Lender on real property described es "Real Property located et 610 Maciey Street, 7 South 16th Street, and 1216 South 19th Street, Harrisburg, PA 17102" and located in Dauphin County, Commonwealth of Pennsylvania tB} an Assignment of AU Rents to Lander an real properly described as "Real Property located at 610 Maclay Street, 27 South 16t Street, and 1216 Snuth 19th Street, Harrisburg, PA 17102" and located }n Dauphin County, Gommonwealth of Pennsylvania. iC} a Mortgage dated November 23, 2010, to Lander on real property described as "Rea{ Property located at 2111 Walnu Street, Harrisburg, PA" and located in Dauphin County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Mortgage and in the Agreement to Provide Insurance, all the terms end Bond tions of which are hereby lncarporated and made a part of this Note. SUCCESSOR INTERE5TS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal repress tatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender 1 Lander reports any inaccurate information about BOrroWflr's eccauntis} to a consumer reporting agency. Borrower's written notioe descrl ing the specific inaccuracy{les? should be sent to Lender at the following address: CENTRIC BANK P. O. BOX 62090 Harrisburg, PA 17106-209 . GENERAL PROVISIONS. !f any part of this Nata cannot be enforced, this fact will not affect the rest of the Note. Lander may delay r forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or dorses this Note, to the extent allowed by law, waive presentment, demand for payment, and. notice of dishonor. Upon any change in the term of this Note, and unless otherwise expressly stated in writing, na party who signs this Nate, whether as maker, guarantor, accommodation eker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of ti e} this loan or release any party or guarantor or collateral; or Impair, fail to realize upon or perfect Lender's security interest in the collateral; nd take any other action deemed necessary by' Lender without the consent of or notice to anyone. All such parties also agree that Lander ma modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under t is Note ere Joint and several. if any portion of this Note is for any reason determined to be unenforceable, it will not affect the enfarceabill of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY {RREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY 0 THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WCfHOUT COMPLAINT FILED, CONFESS OR ENTEfl JUD MENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND A Y AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OFTEN PERCENT 51096) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED 1NTERE T FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 05001 ON WHICH JUDGMENT OR JUDGMENTS NE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR 50 DOING, THIS NOTE OR A COPY OF THIS NDTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL 07 BE EXHAUSTED BY ANY EXERC]SE OF TWAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL T]MES UNTIL PAY ENT IN FULL OF ALL AMOUNTS DUE UNDER TH15 NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICED TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF ENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HA BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. ~ PROMISSORY NOTE I Loan No: 6166012 (Continued} Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREE TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE 15 GIVEN UNDER SEAL AND IT IS INTENDED THAT TH15 NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFF CT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: MMM 11N~1V~E,S:,T.~ME~N,TS,1 C By:'~l~r~;Gl~w . " ~seap Matthew C. Stahl, Member of MMM Investments, LLC lA5lq MC Wtl4y, K,. S57./0.GW Cap.Ndwd Fw.xW SaMnWr, Ina YJp~, X0/0. Al RIp01, q..wv.d. -PA CtlMIC9YgE4CFl1VL1bS0.R tq•179a Fl1~10 I 3USINESS ENTERPRISE AFF~ 4VIT :~-r°P.:,xmcl Wit: c~..: , r: - - _ - = _ - _ _ _ - ~::•:.~>Ifi~ ~ _I~O =~4T=-_--~-~if_°~GG.Ei;;_=-~ ~::-'~;.RfrC:_t~ktirA~;:_=``~='~s ' - - References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or i em. Any item above containing has been omitted due to tent length limitations. Borrower: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lane SILVER SPRING OFFICE Mechanicsburg, PA 17050 4320 LINGLESTOWN ROAD HARRISBURG, PA 17112 (717) 591-1360 AFFIDAVIT COUNTY OF C.1 M1a.e~ ~ f~,~ I SS COMMONWEALTH OF PENNSYLVANIA) Borrower, MMM Investments, LLC, has entered into a credit agreement with CENTRIC BANK dated November 23, 2010. Bo ower hereby certifies that the proceeds of this e11xtension of credit are to be ut~7ized in the conduct of a business enterprise engaged in the b iness of < ~ Gl1VQ.~`YYVIP ~ (the "business enterprise"M. The undersigned exercises actual control o r the managerial decisions of the business enrterprise. Subscribed and sworn to by Borrower, under penalty of perjury, this ~ ~ day of (~O J ~9Y1 124-0 , 20~l.~_. THIS AFFIDAVIT IS GIVEN UNDER SEAL ANA IT IS INTENDED THAT THIS AFFIDAVIT 1S AND SHALL CONSTITUTE AND HAV THE EFFECT OF A SEALED INSTRUMENT ACCdRDING TO LAW. MMM INVESTMENTS, LLC BY~ -(S alt Matthew C. Stahl, ember of MMM Investments, LLC Sworn to and subscribed before me~'this - ~ day of , 20 /~~2~! coM~,ex~,tT~ oi= ~,~snvavl~ Notary Puiilic .I-:mrssA6~No+~'NPubNc EasiPer~cp~~vP„ t;umbectated County M Commbslw~ c. 86.2013 usen rso u"".o. v.,. s.ci~o.nm cw+. N.ra r~.Mw s.w•.,., iM. 1997, moo. ~o tUpM. n...,w~. - rA ~vmosurtncrun~cu.rc rn•,n~ rn•ia i GG I, EXHIBIT E - _ - - I l COMMERCIAL GUARAN' ' p _ _ - - ~ ~ x - _ - .=may ~ _ - - References in the boxes above ere for Lender's use only and do not limit the appficabiilty of this document to any particular loan nr It m. Any item above containing has been omitted due to text length Ilmliations. Borrower: MMM investments, LLC Lender: CENTRIC BANK 1208 Musket Lane SILVER SPRING OFFICE Mechanicsburg, PA 17050 4320 LINGLESTOWN ROAD HARRISBURG, PA 17112 (717} 591-1360 Guarantor: Maria M. Stahl 1208 Musket Lane Mechanicsburg. PA _ 17050 _ CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unto itianelly guarantees full and punctual payment and satlafact?on of the Indebtedness of Borrower to Lander, and the performance end discha ge of all Borrower's obligations under the Nota end the Related Documents. This is a guaranty of payment and performance end not of coil tion, so Lander can enforce this Guaranty against Guarantor even when Lander has oat exhausted Lender's remedies against anyone else obi gated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. uarantor will make any payments to Lander or its order, on demand, in legal tender of the United States of America, (n same-day funds, without et-off or deduction ar counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this uaranty, Guarantor's liability Is unlimited and Guarantor's obligations era continuing. INDEBTEDNESS. The word "Indahtadness" as used !n this Guaranty means all of the principal amount outstanding from time to time a d at any one or morn times, accrued unpaid interest thereon and ell collection costs and legal expanses related thereto permitted by few, r sonabla attorneys' fees, arising ftom any and all debts, Ilabillties and obligations of every nature or form, now existing or hereafter arising or cqulrad, that Borrower individually or collectively or Interchangeably with others, owes or will owe Lender. "indebtedness" includes, without I mitetion, loans, advances, debts, overdraft lndabtedness, credit card Indebtedness, lease abligetions, liabilities and obligations under any int rest rata protection agreements or foreign currency exchange agreements or commodity price protection agreements, other ohligetians, and lie ilities of Borrower, and any present or future judgments against 9orrower, future advances, loans or transactions that renew, extend, modify, r finance, consolidate or substitute these debts, liabllltles and obligations whether: voluntarily or Involuntarily incurred; due or to become du by their terms or acceleration; absolute or contingent; liquidated or un{iquidated; determined ar undetermined; direct or Indirect; primary or sac ndary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or Joint end several; evidenced by a nag labia or non-nagotlahle instrument or writing; originated by Lander or another or others; barred or unanfarceabie against Borrower for an reason whatsoever; for any trensactians that may be voidable for any reason {such as infancy, insanity, ultra vitas or otherwise!; and origin tad then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all g arenties shall be cumulative. This Guaranty shat) not iuniess specifically provided below to the contreryl affect or Invalidate any such other g arenties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unierminated guaranties. CONTINUING GUARANTY. THIS 15 A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE F LL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXIS ING OR HEREAFTER ARlS1NG OR ACOUTAED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE N THE INDEBTEDNESS WiLL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY R ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO 71ME. DURATION OF GUARANTY. This Guaranty wl[I take effect when received by Lender without the necessity of any acceptance by Lend r, or any notice to Guarantor or to ean•ower, and will continua in full force until all the indebtedness incurred ar cantrectad before receipt by ender of any notice of revocation sfiall have been fully and finally paid and satisfied end all of Guarantor's other obligations under this Guaranty all have bean performed In full. if Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written otice of revocation must be mailed to Lander, by certified ma[I, at Lender's address listed above ar-such other piece as Lander may designate 1 writing. Wr(tten revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written re ocatlon. For this purpose and without Iim(tatlon, the term "new Indebtedness" does not include the indebtedness which at the time of otice of revocation is contingent, unliquldated, undetermined or not due and which !star becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does oat include all or pert of the Indebtedness that ls: incurred by Borrows prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modlti tions of the {ndebtedness. This Guaranty shall bind Guarantor's estate es to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administreto or other legal representative may terminate this Guaranty In the same manner in which Guarantor might have terminated it and with the sa a affect. Release of any other guarantor or termination of any other guaranty of the indebtedness shell oat affect the liability of Guarantor u der this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors der this Guaranty. It is anticipated first fluctueUons may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and uarantor speciEicslly acknowledges and agrees that reductions in the amount of the indebtedness, even to zero dollars iS0.00i, shall not co stituta a termination of this Guaranty. This Guaranty is binding upon Guararrtar and Guarantor's heirs, successors and assigns so long as e y of the indebtedness remains unpaid and even though the Indebtedness may from time to time be zero da[lars iS0.00i. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without otice or demand and without lessening Guarantor's liabit'tty under this Guaranty, from time to time: {AI prior to revocation as set forth above to make one or more additional secured or unsecured loans to Hon-ower, to lease equipment or other goods to Borrower, or otherwise t extend additional credit to Borrower; (BI to alter, compromise, renew, extend, accelarete, or otherwise change one or mare times the time for payment or other farms of the Indebtedness or any part of the Indebtedness, including increases end decreases of the rate of Interes on the Indebtedness; extensions may ha repeated and may be for longer than the original loan term; (Ci to take and hold security for the p ment of this Guaranty or the !ndebtedness, end exchange, enforce, waive, subordinate, fell or decide not to perfect, and release any such sac ity, with or without the substitution of new collateral; (DI to release, substitute, agree not to sue, or deei with any one or more of Borrower's sureties, endorsers, or other guarantors on any farms or in any manner Lander may choose; {E? to determine how, when and what appli atlon of payments and credits shall be made on the Indebtedness; 1F} to apply such security and direct the order or manner of sa{e thereof, including without limitation, any nonJudiclal sale permitted by the tarns of the controlling security agreement or deed of trust, as Lander in its iscretion may determine; {GI to sail, transfer, assign ?r grant participations in all or any part of the Indebtedness; and iH1 to assign ar tra sfer this . COMMERCIAL GUARANTZ Loan No: 6166012 {Continued) I, Page 2 Guaranty In whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANT{ES. Guarantor represents and warrants to Lender that iA} no represen lions or agreements of any kind have been made to Guarantor which would limit or qualify In any way the terms of this Guaranty; (B} this G aranty is executed at Borrower's request and not at the request of Lender; (C} Guarantor has full power, right and authority to enter into this uaranty; (D} the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Instrument binding upon uarantor and do not result to a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will no ,without the prior written consent of Lender, sail, lease, assign, encumber, hypothecets, transfer, or otherwise dispose of all or substentl lly all of Guarantor's assets, er any interest therein; fF} upon Lender's request, Guarantor will provide to Lender financial end credit informati n in form acceptable to Lender, and all such financial information which currently has bean, and ell future financial Information which will be p vided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates th financial information is provided; (G) no material adverse change has occurred in Guarantor's flnanclal condition since the date of the m st recent flnanclal statements provi_ded_to Lender and_no event has occurred which may meterlally adversely affect Guarantor's financial cond .ion;. iH} no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid texas) against ~usrentor Is p nding or threatened; fi? Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and {J) Guarantor has a tahlished adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's flnanclal condition. Guarantor grees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks nder this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents a uired by Lender in the course of its relationship with eorrawer. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: lax Returns. As soon as aval[eble, but in no event later than thirty i31]1 days after the applicable filing date for the tax reportl g period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. Additional Requiremartts. Annual Personal Financial Statement. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent oats, and certified by Guarantor as being true end correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lander (A} to contin landing money or to extend other credit to Borrower; (H) to make any presentment, protest, demand, or notice of any kind, including noti a of any nonpayment of the indebtedness or of any nonpayment related to any collateral, or notice of any action or nonactian on the part of orrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or dditional loans or obligations; {C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other uarantor; (Dl to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other parson; ( to glue notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to co ply with any other appllceble provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G} to c mil any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and ail rights or defenses based on suretyship or impetrment of callatarai including, but not limited to, en rights or defenses arising by reason of (A} any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bri Bing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement ar completion of any foreclosu a action, either judicial{y or by exercise of a power of sale; (B} any election of remedies by Lsnder which destroys or otherwise adverse y affects Guarantor's subrogation rights or Guarentor's rights to proceed against Borrower for reimbursement, including without limltatlon, a y foss of rights Guarantor may suffer by reason of any law 1[miting, qualifying, or discharging the Indebtedness; (C} any disability or other d fense of Borrower, of any other guarentar, or of any other parson, ar by reason of the cessation of Borrower's liability Pram any cause whatsae er, other then payment in full in legal tender, of the indebtedness; ;Dj any right to claim discharge of the indebtedness on the basis of njustifled impairment of any collateral for the Indebtedness; (E} any statute of Ifmltations, if at any time any action or suit brought by Land r against Guarantor is commenced, there Is outstanding Indebtedness which is not barred by any applicable statute of llmitetlons; or (F) any defenses given to guarantors at law or in equity other than actual payment end performance of the Indebtedness. If payment is made by orrower, whether voluntarily or otherwise, or by any third party, an the Indebtedness end thereafter Lander Is forced to rsmft the amount of the payment to Borrower's trustee in bankruptcy or tc any similar person under any federal or state bankruptcy law or law for the relief of de tors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaran y for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be assert d by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set fort above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are resoo ~abie and not contrary to public poUcy or law, if any such waiver is determined to be contrary to any applicable law ar public policy, such waiv r shall be affective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in alt Guarantor's accounts wl Lander (whether checking, savings, or some other account. This includes all accounts Guarantor holds jointly with someone else end all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would he prohibited by law. Guarantor authorizes Lender, to the extent permitted by appllceble law, to hold these funds if there is a default, a d Lander may apply the funds in these accounts to pay what Guarantor awes under the terms of this Guaranty. SUBOROlNAT10N OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shelf be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoev r, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of orrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower ap Iicable to the payment of the claims of both Lander and Guerantar shall be paid to Lender and shall be first applied by Lender to the Inde tedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or rustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full p yment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obit ations of Borrower to Guerantar shell be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. uarantor agrees, and Lender is hereby authorized, in the Hems of Guarantor, from time to time to file financing statements and contlnuatian s elements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enfora Its rights under this Guaranty. I COMMERCIAL GUARANTI Loan No: 6166012 {Continued} ',Page 3 i MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Oocuments, constitutes the entire understanding and agreement of the arties es to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in w iting and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fess: Expanses. Guarantor agrees to pay upon demand all of Lender's costs and expanses, including Lender's r asonable attorneys' fees and Lender's legal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may hi a or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such anfercement. Costs and xpenses include Lender's reasonable attorneys' fees and legal expanses whether or not there is a lawsuit, including reasonable attorneys' fees end legal expenses far bankruptcy proceedings lincluding efforts to modify or vacate any automatic stay or injunctloni, appeals, and any anticipated post-judgment collection services. Guarantor also shell pay ell court costs and such additional fees as may be direct d by the court. Caption Headings. Caption headings in-this Guaranty are fdr convenience purposes only erid eye ndt to be used tolntorprefcr efine the provisions o(this Guaranty. Governing Law. This Guararty will be governed by federal law applicable to Lender and, to the extent not preempted by fader law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of AUPHIN County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor ha had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty tu11y reflects Guarantor's intentions nd perol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies end holds Lender harmless from II losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guara or of the warranties, representations and agreements of this paragraph. Interpretation. in all cases where there is more than one Snrrower or Guarantor, then all words used in this Guaranty in the sin uler shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "G arentor" respectively shall mean ail and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, su cessors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enfe cad, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefiore, a court will enforce the r st of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one o more ofi Borrower or Guarantor are corporations, partnerships, 1}mited liability companies, or similar entities, it is not necessary for Lender o Inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting o act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed nder this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in wrl ing, end, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimi (unless otherwise required by lawl, when deposited with a nationally recognized overnight courier, or, it mailed, when deposited in t e United States mall, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this ueranry. All revocation notices by Guarantor shell be in writing and shall ba affective upon delivery to Lander as provided in the sectl n of this Guaranty entitled "DURATION OF GUARANTY." Any parry may change its address for notices under this Guaranty by giving form I written notice to the other parties, specifying that the purpose of the notice is to change the party's address. Por notice purposes, uarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, If the is more than one Guarantor, any notice given by Lender to any 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 [n ling end 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 ny other right. A waiver by Lender of s provision of this Guaranty shalt not prejudice or constitute a waiver of Lender's right otherwise t demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of deslin between Lender and Guarantor, shall constitute a ~veiver of any of Lender's rights or of any of Guarantor's obligations as to any future tre sections. Whenever the consent of Lender is requ[red under this Guaranty, the granting of such consent by Lender in any instance shell not onstitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or ithheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, end shell be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized wards end terms shall have the following meanings when used in this Guaranty. Unless s ecifiically stated to the contrary, all references to dollar amounts shall mean amounts in (awful money of the United States of America. Words nd 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 therwise defined in this Guarenty shell have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word "Borrower" means MMM investments, LLC and includes all co-signers and co-makers signing the Nate a 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 Maria M. Stahl, 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 es more particularly described In this Guarant . Lander. The word "Lander" means CENTRIC BANK, its successors end assigns. Note. The word "Note" means and includes without limitation ail of Borrower's promissory notes andlor credit agreements videncing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, con olidetiens of and substitutions for promissory notes or credit agreements.. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, env enmentel agreements, guaranties, security agreements, mnrtgeges, deeds of trust, security deeds, collateral mortgages, and all ether in truments, - I COMMERCIAL GUARANTI Loan No: 6166012 {Continued) Page ~ agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION DF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OA CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR A7 NY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS RENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF TH15 GUARANTY AND ALL ACCRUED INTERE T, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECU 1NG THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT {10961 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LES5 THAN FIVE HUNDRED DOLLA S i$6001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY 155UE IMMEDIATELY; AND FOR 50 DOING, THIS GUAR NTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS G ARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL N07 BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BU SHALL CONTINUE FROM TIME TO TIME AND AT ALL T1ME5 UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GU RANTY. GUARAN OR R Y WA1 ES ANY RIG1=1T GUARANTOR NIA KA TO NOTICE OR TO A HEARING IN CONNECTION WITH A Y SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFE SIGN OF JUDGMENT PROVI510N TO GUARANTOR'S ATTENTION OR GUARANTOR HA5 BEEN REPRESENTED BY INDEPENDENT LEGAL COU EL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTf AND AGREE TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY I5 EFFECTIVE UPON GUARANTOR'S EXECU ON AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNERS FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TD MAKE THIS G ARANTY EFFECTIVE. TH15 GUARANTY IS DATED NOVEMBER 23, 2o1O. THIS GUARANTY IS GIVEN UNDER SEAL AND 1T IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE TH EfFECT OF A SEALED iNSTIiUMENT ACCORDING TO LAW. GUARANTOR: X '~~f q~ ' ISeaq Marra M. Stahl lASEM1 MO I,nd'np,Vn.657.fOL03 GP•IlWnnd FnrwW 6alutrn., tna tpT7. 7010. WR4N. M.wv.d. •to ClppOSVITFICFl{lTL11.70.iC TiFIMi M•10 1 COMMERCIAL GUARAN' " ------~~'r.:~.1n.C:.~::1~.:.::-t~~l.-....~~- n'it~rlty=.~.~:=-~.s~t#.,~.M'.~:s~1n=--~~aal7t~ai~:~_-.~z~::~~Al~~.~t#rit°_..-_:..:.. - t . - ~ . _ . - - - - _ . I~ra:_-::::: ...::~.T.:::::.~. _..,,ffi_... _ References in the boxes above ere far Lender's use only and do not limit the applicability of this document to any particular loan or it m. Any Item above containing has been omitted due to text length limitations. Borrower: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lane SILVER SPRING OFFICE Mechanicsburg, PA 17050 4320 LINGLESTOWN ROAD HARRISBURG, PA 17112 (777} 591-13fi0 Guarantor: Matthew C. Stahl 1248 Muskat Lana Mechanicsburg, PA 17050 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. Fnr good and valuable consfderetlon, Guarantor absolutely and unco ditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lander, and the pertarmence end discha ge of all Borrower's ob!lgetions under the Note and the Related Documents. This is a guaranty of payment and performance and not of col( coon, so Lander can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else ob igated to pay the indebtedness or against any collateral securing the indebtedness, this Guaranty or any other guaranty of the Indebtedness. uarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without et-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this uaranty, Guarantor's liability Is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" es used in this Guaranty means all of the principal amount outstanding from time to time a d at any one or more times, accrued unpaid interest thereon and all collection costs end legal expenses related thereto permitted by law, r asonabie attorneys' fees, arising from any and el! debts, liabilities and obligations of every nature or form, now existing or hereafter arising or cqulred, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without I mitation, Loans, advances, debts, overdraft indebtedness, credit card lndabtedness, lease obligations, liabilities and obligations under any int rest rate protection agreements or foreign currency exchange agreements ar commodity price protection agreements, other abligetions, and lie ilities of Borrower, and any present ar future judgments against Borrower, future advances, loans ar transactions that renew, extend, modify, r finance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily inourred; duo or to become du by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or sec ndary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a nag liable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower fora reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherw(sei; and origin tad then reduced ar extinguished and then afterwards increased or reinstated. If Lender presently holds one ar more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all g arantles shall be cumulative. This Guaranty shall not {unless specifically provided below to the contrary} affect or invalidate any such other g aranties. Guarantor's liability will he Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE F LL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTEON OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXIS LNG OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE N THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY R ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lend r, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt 6y ender of any notice of revocation shall have been fully and finally paid and satisfied and ell of GueraMOr's other obligations under this Guaranty all have been performed In full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written once of revocation must be mailed to Lender, by certified mall, at Lender's address listed above or such other place es Lender may designate ! writing. Written revocation of this Guaranty w1p apply only to new lndebtadness created after actual receipt by Lender of Guarantor's written re ocetion. For this purpose end without limitation, the term "new Indebtedness" does not include the Indebtedness which et the time of once of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose end without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: Incurred by Borrows prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and madifi lions of the lndabtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before end after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or edministrato or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the sa a effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor u der this Guaranty. A revocation Lender receives from any one or more Guarantors shell not affect the liability of any remain)ng Guarantors der this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and uarantor specifically acknowledges and agrees that reductions fn the amount of the lndebtednass, even to zero dollars {$0.00), shall not co itute a termination of this Guaramy. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as a y of the lndabtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars {$0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lander, either before or after any revocation hereef, without once or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation es set forth above, to make one or more additional secured ar unsecured loans to Borrower, to lease equipment or other goods to Borrower, ar otherwise t extend additional credit to Borrower; {B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including Increases and decreases of the rata of interes on the Indebtedness; extensions may be repeated and may be for longer then the origins[ loan term; (C} to take and hold security for the pa ment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to pertect, and release any such secu Ity, with or without the substitution of now collateral; {DI to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (Ei to determine how, when and whet appli anon of payments and credits shell be made on the lndabtedness; {Fl to apply such security and direct the order or manner of sale thereof, ncluding without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, es Lender in Its iscretion may determine; (Gi to sail, transfer, assign or grant participations in all or any pert of the Indebtedness; and (Hi to assign or tra afar this I COMMERCIAL GUARANTI, ' Loan No: 6166012 {Continued) Page 2 Guaranty In whole or in part. GUARANTOR'S REPRESENTATIDNS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no represen ations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; iB} this G aranty is executed et Borrower's request and not at the request Dfi Lender; IC} Guarantor has full power, right and authority to enter into this uersnty; (D} the provisions of this Guaranty do not cenflict with ar result In a default under any agreement ar other instrument binding upon uarantor and do not result In a violation of any ]aw, regulation, court decree or order applicable to Guarantor; (Ei Guarantor has not and will no ,without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substant} I!y all of Guarantor's assets, or any interest therein; IF) upon Lender's request, Guarantor will provide to Lander financial and credit informati n (n form acceptable to Lander, and all such financial information which currently has been, and ail future financial information which will be p ovidsd to Lender is end will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates th financial information is provided; {G} no material adverse change has occurred in Guarantor's financial condition since the date of the m st recent flnenclal statements provided to Lander and no event has occurred which m_a materislt adversely affect Guarantor's_ financial. cond _ion;__ (H? rio 7Tt)gation~ aie7m~ rove§tiga3ion, ®am~Ttretive proceeding or similar ecfinn (fnctud~ng those for unpaid taxes) against Guarantor is p nding or threatened; {II Lender has made no representation to Guarantor as tD the creditworthiness of Borrower, and (J) Guarantor has a tahilshed adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor grees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks nder this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents a wired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees tD furnish Lender with the fDIlDwing: Tax Rstums. As soon as available, but [n no event later than thirty {30) days after the applicable filing date for the tax raportl g period ended, Federal end other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. Additional Requirements. Annual Personal Financial Statement. Ali financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a cansistsnt eels, end certified by Guarantcr as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender {A} to continu lending money or to extend other credit to Borrower; IB} to make any presentment, protest, demand, ar notice of any kind, including Waif a of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonection on the part of arrower, Lander, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or dditlanal loans or ohligatians; IC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other arantar; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other parson; 1 to give notice of the terms, time, and place of any public or private sale of personal property security held by Lander from Borrower or to co ply with any other applicable provisions of the Uniform Commercial Code; (FI to pursue any other remedy within Lender's power; ar (GI to co mit any act ar omission of any kind, or et any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship ar impairment of collateral Including, but not limited to, any rights ar defenses arising by reason of (A) any "ana action" or "anti-deficiency" law or any other law which may prevent Lender from bri grog any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosu a action, either judicially or by exercise ofi a power of sale; {B} any election of remedies by Lender which destroys or otherwise adverse affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, a lass of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; iC) any disability or other d Tense of Borrower, of any other guarantor, or of any other person, ar by reason of the cessation of Borrower's liability from any cause whatsoe er, other than payment in full in legal tender, of the Indebtedness; {D} any right to claim discharge of the Indebtedness on the basis of justified Impairment of any callatersl for the Indebtedness; iE) any statute of lirnitet(ons, if at any time any action or suit brought by Lend r against Guarantor 3s commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; Dr If} any efenses given to guarantors et law or in equity other than actual payment and performance of the Indebtedness. If payment is made by orrawer, whether voluntarily ar otherwise, or by any third party, an the Indebtedness and thereafter Lander is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any s)mliar person under any federal or state bankruptcy law or law for the relief of de tors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim et any time any deductions to the amount guaranteed under this Guaran for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be assert by the Borrower, the Guarantor, or bath. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers era reaso able and not contrary to public policy or few. If any such waiver is determined to be contrary to any applicable law ar public policy, such waive shall be effective only to the extent permitted by law or public policy. FIGHT OF SETOFF. To the extent permitted by applicable law, Lander reserves a right of setoff in ail Gusrentar's accounts wit Lander (whether checking, savings, or some other account}. This Includes all accounts Guarantor holds jointly with someone else end ell ccounts Guarantor may open in the future. However, this doss not include any IRA or Keogh accounts, or any trust accounts for which setoff auld be prohibited by law. Guarantor authorizes Lender, to the extant permitted by applicable law, to hold these funds if there is a default, a d Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness, whether now existing or ereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower ecomas insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoeva , to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent Liquidation of the assets of arrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary Ilquidatlon, or otherwise, the assets of Borrower app icable to the payment of the claims of both Lender and Guarantor shell be paid to Lender end shall be first applied by Lender to the Inds tedness. Guarantor does hereby assign to Lander all claims which it may have or acquire against BDrrower or against any assignee or t stee in bankruptcy of Borrewer; provided however, that such assignment shall be affective only for the purpose of assuring to Lender full p mant in legal tender of the Indebtedness. If Lander so requests, any notes or credit agreements now or hereafter evidencing any debts or obli ations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. uarantor agrees, end Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation st tements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce is rights under this Guaranty. T COMMERCIAL GUARANTY Loan No: 6166012 {Ct)ntlriUed} ,Page 3 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions ere a pert of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the artiss as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shalt be affective unless given in w sting and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, Including Lender's r asonable attorneys' fees and Lender's legal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may his or pay someone else to help enforce this Guaranty, end Guarantor shall pay the costs and expenses of such enforcement. Costs end expenses include Lender's reasonable attorneys' fees and legal expanses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings {Including efforts to modify or vacate any automatic stay or inJunctlanl, appeals, end any anticipated past-Judgment collection services. Guarantor also shell pay all court costs and such additional fees as may be direct d by the court. Cap#ion Headings. Caption head ngs in is Guaranty ere for convenience purposes only and are not to be used to interpret or eflne the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by tedera law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a Lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of AUPHIN County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor ha had the opportunity to bs advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds lender harmless from II losses, clams, damages, and costs inncluding Lender's attorneys' feesl suffered or incurred by Lender as a result of any breach by Guara or of the warranties, representetlons end agreements of this paragraph. Interpretation. In all cases where there Is more than one Borrower or Guarantor, then all words used in this Guaranty in the sin uler shall be deemed to have been used in the plum! where the context and construction so require; end where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the wards "Borrower" and "G arantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, su cessors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enfo cad, that tact by itself will not mean that the rest of this Guaranty wfll not be valid ar enforced. Therefore, a court will enforce the r st of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one o more of Borrower or Guarantor are corporations, partnerships, limited Ifablllty companies, or similar entitles, it is not necessary for Lender o inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting o act on their behalf, and any Indebtedness made or created in reliance upon the professed exorcise of such powers shall be guaranteed nder this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in wri ng, end, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telafacsimi ;unless otherwise required by lawi, when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in t s United States mall, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this uaranty. AA revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender es provided in the sects n of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving form I written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, uarantar agrees to keep Lender Informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if they is more than one Guarantor, any notice given by Lander to any Guarantor is deemed to be notice given to ell Guarantors. No Waiver by Lender. Lander shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in w sting 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 ny other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise t demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shah constitute a waiver of any of Lender's rights or of any of Guarantor's obligations es to any future tra sections. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any Instance shall not onstitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or w thheld In the sole discretion of Lander. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, end upon Guarantor's heirs, personal representatives, successors, and assigns, end shall be enforceable by Lander and its successors and assigns. GFEFINiTIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless s aciflcelly stated fo the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words nd terms used In the singular shall include the plural, and the plural shall include the singular, es the context may require. Words and terms not therwise defined In this Guaranty shell have the meanings attributed to such terms in the Uniform Commercla Code: Borrower. The word "Borrower" means MMM investments, LLC and Includes all co-signers and co-makers signing the Note an ap their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The ward "Guarantor" means everyone signing this Guaranty, lncfuding without limitation Matthew C. Stahl, and in a ch case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lander. indebtedness. The word "Indebtedness" means Borrower's Indebtedness to Lender as more particularly described in this Guaranty Lender. The word "Lender" means CENTRIC BANK, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes end/or credit agreements a idencing Borrower's loan obligations In favor of lender, together w(th all renewals of, extensions of, modificetlons of, refinancings of, cons Ildetions of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, envi nmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, end all other ins ruments, I COMMERCIAL GUARANTI Loan No: 6166012 (ContinLlsd) ~I Page 4 agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT NY TIME FOR GUARANTOR AFTEfl THE AMOUNTS HEREUNDER BECOME DUE AND WITH DR WITHOUT COMPLAINT FILED, CONFESS RENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTERS T, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECU ING THE INDEBTEDNESS, TOGETHER WITH C05TS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 11096) OF TH UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTIDN, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLA S ($50p] ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUA NTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED !N THIS G ARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, B T SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS_DUE UNDER THIS G_ _RANIY._ - - - - ARANTOR 7-iEAEBY WAIVE5-ANY RfGHT G0AT2ANT01~ MAY HAVE TD NOTICE OR 70 A HEARING IN CONNECTION WITH A Y SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THiS CONFE SION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HA5 BEEN REPRESENTED BY INDEPENDENT LEGAL COU SEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREE TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDER5TANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECU ION AND DELIVERY DF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNERS FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER 1S NECESSARY TO MAKE THIS G ARANTY EFFECTIVE. THIS GUARANTY (S DATED NOVEMBER 23, 2010. THIS GUARANTY I5 GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: c~,~ X ~?~a~~!f/INV. Seal t 1 ~ atthew C. Stahl LA!!R PIIO L.ndnq, V~,. 4G11CD0] GoP,. N"b"d tirN¢W la1u16~,. 41e. t7J7. 70t0. AY RgAtt Mmwd. . PA CAMOSUt7lICi14IDL1l7DfC ip~l7la PII.1l1 i EXHIBIT "F" _ _ _ T iANGE IN TERMS AGREEM~~~~T _ _:z-~.= - ~ ~ ~ - - - - - - References In the boxes above are for Lender's use only and do not limit the appilcability of this document to any particular loan or em. Any Item above containing has bean omitted due to text length Ilmitetions. Borrower: MMM Investments, LLC Render: CENTRIC BANK 1208 Musket Lane SILVER SPRING OFFICE Mechanicsburg, PA 17050 4320 LINGLESTOWN ROAD HARAISBURG, PA 17112 {7171 591-1360 Principal Amount: $149,996.65 Date of Agreement: p ~ Maturity Date: Oecembe 31, 2012 DESCRIPTION OF EXISTING INDEBTEDNESS. Promissory Note dated November 23, 2010 executed and delivered by Borrower to Le der in the original amount of 5150,800.00. DESCRIPTION OF CHANGE IN TERMS. The maturity date on the Loan is hereby extended to December 31, 2012. PROMISE TO PAY. MMM Investments, LLC {"Borrower"} promises to pay to CENTRIC BANK ("Lender"1, or order, in lawful money of a United States of America, the principal amount of Ona Hundred Forty-nine Thousand Nine Hundred Ninety-six & 651100 Doilars 1514 ,996.65), together with interest on.the unpaid principal balance from June 30, 2011, calculated as described in the "INTEREST CALCULATION ETHOD" paragraph using an irrten~st rate of 6.500% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in one principa[ payment of $149,996.65 plus interest an December 31, 2012. This paym t due on December 31, 2012, will be for all principal and all accrued interest not yet paid. in addition, Borrower wilE pay regular monthly paym nts of all accrued unpaid interest due as of each payment date, beginning July 25, 2011, with all subsequent interest payments to be due an the same day of each month after that. Unless otherwise agreed or required by applicable law, paymartts will be applied first to any accru d unpaid interest; then to principal; then to any late charges; and then to any unpaid cogection costs. Borrower w71 pay Lender at Lander' address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. interest on this loan is computed on a 365!360 basis; that is, by applying the ratio of the interes rate over a year of 3fi0 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is o nding. Ali interest payable under this loan is computed using this method. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges ere earned fully as of the date of the loan and ill not be subject to refund upon early payment iwhethar voluntary or as a result of defeultl, except as otherwise requtrad by law. Exce t for the foregoing, Borrower may pay without penalty all or a poRlon of the amount owed earlier than it is due. Early payments will not, unle s agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continua to make payments under the payment schedule. Ra er, early payments wilt reduce the principal balance due. Borrower egress not to sand Lander payments marked "paid In full", "without rec urea", or slmllar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agree ant, and Borrower will remain obligated m pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that ind(cates that the payment constitutes "payment In full" of the amount owed or that is tendered with other conditions or limitations ar as full satisfaction of a disputed amount must be mailed or delivered to: CENTRIC BANK, P.O. B x 62090 Harrisburg, PA 1 7 1 06-2090. LATE CHARGE. if a payment is 15 days or mots late, Borrower will be charged 5.000% of the unpaid portion of the regularly chedulad payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon Nnal maturity, the interest rate on this loan shall be increased y 2.000 percentage points. If judgment is entered in connectlan with this Agreement, interest will continua to accrue after the date of )udgm nt at the rate In effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limltati ns under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower tsfls to make any payment when dus under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this A reement or in any et the Related Documents or to comply with or to perform any term, obilgatlon, covenant or condition contained (n ny other agreement between Lender and Borrower. Default in Favor of Third Parties. Any guarantor or Borrower defaults under any loan, extension of credit, security agreement, pu chase or sales agreement, ar any other agreement, in favor of any other creditor or parson that may materially affect any of any guar ntor's or Borrower's property or ability to perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any wattanty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf nder this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or ecomes false or misleading at any time thereafter. Death ar Insolvency. The dissolution of Borrower (regardless of whether election to continue is model, any member withdr ws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of orrower, the appointment of a receiver for any pert of Borrower's property, any assignment for the benefit of creditors, any type of creditor orkout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, elf-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral sec ring the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, t is Event of Default shall not apply if there is a good faith dispute by Borrower as to the valldlty or reasonableness of the claim which is th basis of the creditor or forfeiture proceeding end if Borrower gives Lender written notice of the creditor or forfeiture proceeding and dap its with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being en adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtednes or any T CHANGE IN TERMS AGREEMENT Loan No: 6166012 {Continued} Page 2 Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or Itabllity under, any Guaranty of the Ind btedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lander believes the prospect of p yment or performance of the indebtedness Is impaired. Insecurity. Lender in good taith believes itself insecure. Cure Provisions. If any default, other than a default in payment Is curable and if Borrower has net been given a notice of a bra ch of the same provision of this Agreement within the preceding twelve 112) months, it may be cured if Borrower, after Lender sends wrf en notice to Borrower demanding cure of such default: Iii cures the default within fifteen 115) days; or i2) tf the cure requires mate t an fifteen 1i 6) days, immediately init(etes steps wh[ch Lender deems In Lender's sole dtscretlon to be sufficient to cure the default and hereafter continues end completes all reasonable end necessary steps sufficient to produce compliance as soon as reasonably prectfcal. t:ENDF_A'S RIGHTS, -Upon default, Lender-may,- after-gluing-such notices as required by applicablB-iaw~ declare the entire unpal principal balance under this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire er pay someone else to help collect this Agreement if Borrower does not pay. Bor ower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Len er's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including ffarts to modify or vacate any automatic stay or inJunctton), end appeals. If not prohibited by applicable law, Borrower also will pay any cou costs, in addition to ail other sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extant not preempted by fader law, the laws of the Commonwealth of Pennsylvania without regard to its conRicts of law provisions. This Agreement has been accepted by Lender in the Commonweefth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurtsdicttan of the courts of DAUPHI County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of 530.00 if Borrower makes a payment on Borrower's loan end the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF 5ETOFF. To the extant permitted by applicable law, Lander reserves a right of setoff In all Borrower's accounts with Lender {whether checking, savings, or soma other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borr war may open in the future. However, this does not include any IRA or Keogh acccunts, or any trust accounts for which setoff would be pro lbited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff ell sums owing on the indebtedness a ainst any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by the following collateral described in the security instruments lisle herein: (A) a Mortgage dated November 23, 2010, to Lander on real property described as "Real Property located at 610 Maclay Street, 7 South 16th Street, and 1216 South i 9th Street, Harrisburg, PA 17102" and located in Dauphin County, Commonwealth of Pennsylveni . i8) an Assignment of All Rents to Lender on reel property described as "Real Property located at 610 Maclay Street, 27 South 16 h Street, and 1216 South 19th Street, Harrisburg, PA i 7i 02" and located in Dauphin County, Commonwealth of Pennsylvania. {C) a Mortgage dated November 23, 2010, to Lender on real property described as "Real Property located at 2111 Waln t Street, Harrisburg, PA" and located in Dauphin County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance far the collateral securing this Agreemen Further information concerning this requirement is sat forth (n the Mortgage and in the Agreement to Provide Insurance, ell the terms and con titans of which era hereby incorporated and made a part of this Agreement. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the temts of the original obligation or obligations, inc uding all agreements evidenced or securing the abligattonls), remain unchanged and in full force end effect. Consent by lender to this Agree ant does not waive Lender's right to strict performance of the obligetionls) as changed, nor obligate Lender to make any future change in terms. Nothing to this Agreement will constitute a satisfaction of the abitgation{si. It is the intention of Lender to retain as liable parties all m keys and endorsers of the original obligation{s), Including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, wilE not be released by virtue of this Agreement. If any person who signed the original bligetion does not sign this Agreement below, than all parsons signing he[ow acknowledge that this Agreement is given conditionally, bas on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise wilt not h released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. Tha terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal repres ntatlves, successors, and assigns, and shell be enforceable by Lender end Its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any 1 accurate Information about your account{s) to a consumer reporting agency. Your written notice describing the specific inaccuracy{1es) should sent to us at the fallowing address: CENTRIC BANK P. 0. BOX 62090 Harrisburg, PA 17106-2090. MISCELLANEOUS PROVI510N5. If any part of this Agreement cannot he enforced, this fact will not affect the rest of the Agreemen Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other pe on who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, end notice of ishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated In writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew r eMend (repeatedly and for any length of time) this [oan or release any party ar guarantor or collateral; or Impair, fall to realize upon or perfect Lender's security interest In the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of ar notice to anyone other than the party with whom the mo ificatlon is made. The obUgatians under this Agreement era Joint and severei. If any portion of this Agreement is for any reason determi d to be unenforceable, it will not effect the enforceabil(ty of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY R THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A Y TIME FOR BORROWER AFTER A DEFAULT UNDER THI5 AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS 0 ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTERE ,LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECUR NG THE INDEBTEDNESS, TOGETHER WITH C05TS OF SU]T, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID I CHANGE IN TERMS AGREEMENI~~ Loan No: 6166012 {Continued) Page 3 PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLA S (S5001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS A REEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTE IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORRDWER SMALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHO ITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS OUE UNDER THIS AG EEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY NAVE 70 NOTICE OR TO A HEARING IN CONNECTION WITH A Y SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED TH15 CONFE SION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNS L, PR10R 70 SIGNING TH[S AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. B RROWER AGREES TO THE TERMS OF THE AGREEMENT. THiS AGREEMENT IS GIVEN UNDER SEAL AND iT IS INTENDED THAT THIS AGREEMENT IS ANb SHALL CONSTITUTE AND AVE THE >=EFECT OF A-SEALED INSTRUM€NTACCORDING TO IAW. CHANGE IN TERMS SIGNERS: MMM INVq~E5T~MENTS LLC BY'.' ~''~l~"L~ ~`'r ~iSea11 Matthew C. Stahl, Member of MMM Investments, L!C ~~~~dl/!/ t (Seal} X ~ kse Il Matthew C. Stahl, Guarantor Maria M. Stahl Guarantor lASM PIIO Ian/gyp, Vrt, 6.S6.OOA06 COP• M~Yad fi1MW SY14MM4Ine. 1067. 7011. A7 Wiyht, P•..nW. . M COrRO6URl1CFi11Piyp}OC,FC 7147067 PR•10 ~I III EXHIBIT "G" - CENTRIC BANK We Revolve Around You. _ July 19, 2012 Re: DEMAND NOTICE Matthew and Mazia Stani `y~iA CERTii~ IED NfAII~ MMM Investments, LLC 1208 Musket Lane Mechanicsburg, PA 17050 Dear Mr. and Mrs. Stahl: As you know, Centric Bank (the "Bank") has executed the following loans to you ( e "Stahls") and MMM Investments, LLC ("MMM"): (i) that certain loan made by the Bank MMM, more specifically identified as Loan No. 6 i 65971, in the original amount of$110,000.0 - which loan is guaranteed by the Stahls; (ii) that certain loan made by the Bank to MMM, be' more specifically identified as Loan No. 6166012, in the original amount of $150,000.00, whi loan is guazanteed by the Stahls (collectively, the "MMM Loans"); and (iii) that certain to made by the Bank to the Stahls, being more specifically identified as Loan No. 6164883 in e original amount of $310,000.00 (the "Stahl Loan"). The MIVIlVI Loans and the Stahl Loan m be referred to herein as each a "Loan" and, collectively, the "Loans". MMM and the Stahls, the borrowers and guarantors under the Loans, are hereinafter collectively referred to as e "Obligors". Capitalized terms used herein shall have the meanings attributed thereto by the Lo Documents unless otherwise defined herein. The Obligors are not in compliance with one or more of the covenants set forth in e various loan documents associated with the Loans (the "Loan Documents"). Specifically, Loans are in default for nonpayment. Beginning in November of 2011, the Bank and the S s had several conversations regarding the Loans and keeping payments current. In an email date December 19, 2011, the Bank inquired as to the status of payments on the Loans. On January , 2012, the Bank sent a letter to the Stahls advising them that all three Loans were more than 3 days past due. Following that correspondence, counsel for the Bank and the Obligors entere into discussions regarding a forbearance agreement or other workout scenazio, resulting in a formal workout proposal submitted by the Bank via letter dated June 1, 2012. In respons , Obligors requested that the Bank respond to a list of 46 questions which the Bank believes 4320 Lin estown Road Harrisb _g,_PA_17_112 T 717.657.7727 F 717.657.7748 www.ce 'cbank.com 8573 7 5.1 - _ _ ~ r-- f-- , July 18, 2012 Page 2 _ irrelevant to the Loans and declined to answer. On June 20, 2012, the Bank notified the Obligo s that if it did not receive a response to its proposal within 15 days, it would proceed wi collection efforts. On July 13, 2012, Obligors notified the Bank that they did not accept e Bank's workout proposal.. The Loans currently remain in default for nonpayment. The failure to pay under the Loan Documents constitutes an Event of Default. addition, despite numerous requests by the Bank, the Obligors have failed to pay their real esta e taxes or provide current tax returns and annual financial statements as required under the Lo Documents, which also constitutes an Event of Default. As a result of the Events of Default, e Bank is hereby declaring the Loans immediately due and payable. The outstanding principal accrued interest under the Loans is $578,537.98 with a per diem of $88.05161. Notwithstandi g the fact that the Bank may immediately exercise, its rights and remedies under the Lo Documents, the Bank will provide the Obligors with fifteen (15) days to satisfy the outstandi g indebtedness under the Loans. If the Obligors do not satisfy the outstanding indebtedness wi such fifteen (15) day period, we have been authorized to institute appropriate legal action again t the Obligors, including, but not limited to, confession of judgment against the Obligors, and e foreclosure, liquidation, collection or other enforcement of the Bank's security interests and lie s in any or all of the collateral ("Collateral") securing the indebtedness and obligations under e Loan Documents, in order to recover all amounts owed to the Bank under the Loan Document , including legal fees, costs of collection and interest. The Bank's election not to exercise any of its other rights and remedies at the prese t time, and any financial accommodations the Bank may have made to .date, shall not be constru d as a waiver of any rights or remedies of the Bank. - Notlurig -contained herein or -ri any otfi r communication or in any ongoing discussions or negotiations which have or may take pla e between the Obligors and the Bank shall directly or indirectly: (i) create any obligation upon e Bank to defer any enforcement action or make any further financial accommodations; constitute a consent or waiver of any past, present or future Event of Default or other violation f any provisions of any Loan Document; (iii) amend, modify or operate as a waiver of y provision of any Loan Document or any right, power, privilege or remedy of the B thereunder; or (iv) constitute a course of dealing or other basis for altering any duty or obligati n owed by the Obligors to the Bank. Nothing contained in this letter shall confer on any Oblig r or any other person or entity any right to other or further notice or cure periods with respect o any Event of Default. The Bank expressly reserves all of its rights, powers, privileges and'remedies under ` e Loan Documents and/or applicable laws, including, without limitation, the Bank's right at y time, as applicable: (i) to apply the Default Rate to the obligations under the Loan Docume s since the date of inception of the Events of Default; (ii) to commence any. legal or other action: o collect any or all of the indebtedness: and obligations under the Loan Documents and/or y Collateral or any property pledged by any other person or entity as security for any or all" of e indebtedness and obligations under the Loan Documents; (iii) to foreclose or otherwise reali on any or all of the Collateral and/or set-off or apply to the payment of any or all of e indebtedness or obligations under the Loan Documents any or all of the Collateral; and (iv) o ~ i July 18, 2012 _ _ Page 3 _ _ take any other enforcement action or otherwise exercise any or all rights and remedies provid d by any Loan Document or by applicable laws. Please do not hesitate to caniact the-undersig-ned with any -questions or-concerns. - - - Very truly yours, CENTRIC BANK . Myers Executive Vice President Chief Lending Officer cc: Rob Bleecher, Esquire, Pecht & Associates, PC Patricia A. Husic, President & CEO Charles J. Ferry, Esquire Kathryn D. Sallie, Esquire _ _ _ _ I DISCL!, SURE FOR CONFESSION OF',..DGMENT a,.~ -~=I?.~-t~~ ~~1~.. , _ -gip ~i.:~ ~ ~ ~,.._-mot ~ - _ - - _ _ _ . ~.~-s ~..u~„a . a . .~,t..-~- - _ - - _ - - ~v `}f'r~~(yy) ~ ~';`.zA .:_.:~_1P1_ 1L~FTM:.. -,^.=....lR-.~~_ ....m~?:1fc. a_. +=~i.'_. ~ .._....:nmr_ .c~ ~ ~.M1. W?~•' -}~(~yt- ]_y_~______- References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or I m. Any item above containing " has been omitted due to text length limitations. Borrower: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lane Silver Spring Office Mechanicsburg, PA 17050 4320 Linglestown Road Harrisburg, PA 17112 (717) 551-1360 Declarant: Maria M. Stahl 1208 Musket Lana Mechanicsburg, PA 17050 DISCLOSURE FOR CONFESSION OF JUDGMENT r AM EXECUTING, THIS ~ DAY OF /V U V r~ r/\, 20 ! 2 , A GUARANTY FOR AN UNLIMITED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER 0 ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND ITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULL AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLA1 S THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVIN THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CON ENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSIDN AS PROVIDED FOR 1N THE CONFESSION OF JUDGMENT PROVISIO . B. I FURTHER UNDERSTAND THAT IN ADDITEON TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT DVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THA WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECL051NG UPDN, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANC NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGEN LY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTI INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALI EACH STATEMENT THAT APPLIES, 1 REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GU RANTY TO MY ATTENTION. D. 1 CERTIFY THAT MY ANNUAL INCOME IXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I I ITlALED AND 51GNED IT; AND THAT l RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND H VE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X~ ~ fSeall Marla .Stahl U15EP P•O twW:q, Vr. L.SS IGA0.1 Cep,, Nrhnd FnwciY 9,W,kn,. Ma. 1497, 7.10. A• Ryhh Mw,r,tl. • PA G4MCSUI7E{CFILLPLI070.R ]q-t76E Pq~10 _ _ _ i DISCL~. SURE FOR CONFESSION OF )DGMENT _ _._..-.z W . - - - - - - - - .,.v:_ _ ~4»tial~~ai~ ~i~k~ ' ~ ~:~+ar".r1~#~~-_~ it~~~ ~ ~ ~~url.:.~ i~.~#"Ir- - ~I~i~Ts s . _....v References in the boxes above are for Lender's use only end do not limit the applicabtiity of this document to any particular loan or It m. Any Item above contatning has been omitted due to text length limitations. Qeclarant: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lane Silver Spring Office Mechanicsburg, PA T7050 4320 Linglestown Road Harrisburg, PA 17112 1797) 591-13fi0 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF y ~VL~~ rS jT~/Z„ ~ 2 ~3, A PROMISSORY NOTE FOR 5110,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS TWAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOUL PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE N ICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EX GUYING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VAL D[TY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIG ED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY R GHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT. AND THE UNDERSIGNED IXPRESSLY AGREES AND CONSENTS TO LENDER'S E TERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION, INITIALS:. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GNING LENDER THE RIGHT TO ENTER JUDGMENT GAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION [N THE NOTE ALSO C NTAINS LANGUAGE THAT WOULD PERMIT !ENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEA ING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF TWE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY A ARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE IXECUTION N THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF TWE DECLARANT, lS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVIN THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDG ENT iN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALIN EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION W TH THE NOTE. ~G5 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE OTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT 1S INTENDED THAT THIS DISCLOSURE 1S AND SHALL CONSTITUTE AND H VE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: MMM INVESTMENTS, LLC BY L {5eali Matthew C. Stahl, Member of MMM Investments, LLC {A6611 A110 l.n0N6. Va. 6.51 ~C.067 Gay,. NarWW F"aadY Swutna,, lea 1!N7, T070. A6 6qM, M.xvrl, • PA t:1MQ6YrtEltiTlPLf070.~C TM 1765 yF.10 _ _ _ I DISCL~ SURE FOR CONFESSION OF'~, ,DGMENT - - References In the boxes above ere for Lender's use only and do not limit the applicability of this document to any particular loan or it m. Any item ebova containing " • • has been omitted due to text length limitations. Borrower: MMM lnvestmants, LLC Lender: CENTRIC BANK 1208 Musket Lana Silver Spring Office Mechanicsburg, PA 17050 4320 Ltnglestown Aoad Harrisburg, PA 17112 {7171 591-1360 Declarant: Matthew C. Stahl 1208 Musket Lane Mechanicsburg, PA 17050 - DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS ~ ` DAY OF ri,n'? ~j Jtj~, , 20 r'~ , A GUARANTY FOR AN UNLIMITED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER T ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND !TROUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. 1N EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAI S THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVIN THESE RIGHTS, INCLUDING ANY RIGHT TO AD1/ANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CON ENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE GONFESSION OF JUDGMENT PROVISIO . INITIALS; B. 1 FURTHER UNDERSTAND THAT 1N ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT A VANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION 1N THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE N THE .JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF DR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. 1N IXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT tS ENTERED AND BEFORE IXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGE Y AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING N THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTIC . INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALIN EACH STATEMENT THAT APPLIES, I REPRE5EN7 THAT: INITIALS ~G 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WTTH THE GUARANTY. ~C J 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GU RANTY TO MY ATTENTION. D. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS•DISCLOSURE WERE FILLED [N WHEN 1 IN TIALED AND SIGNED 1T; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT 1S INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HA E THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: Ma thew C, Stahl lA7Eii P110 loenP, V,r. 5.57.79.00,7 Cpr. Mrland ~ neW 601YdW,, M. 1917, 7070. •0 RI01rh Rn,rrd • ~A Cd7Yg51ATFICRRPLIO]0.A ]N•IT04 PI410 l DlSC~JSURE FOR CONFESSION OI 'UDGMENT ac+ x~.» . '.y~ a Vtl~ n l Y m. s ...-.~Z ~ ' - - ism References in the boxes above are for Lender's use only and do not Limit the applicability of this document to any particular loan or It m. Any Item above containing has been omitted due to text length limitations. Declarant: MMM Investments, LLC Lender: CENTRIC BANK '1208 Musket Lane SILVER SPRING OFFICE Mechanicsburg, PA 17050 4320 LINGLESTOWN ROAD HARRISBURG, PA 17112 {717} 591-1360 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF /'(~~PrN'?hG~ 20 A PROMISSORY NOTE FOR $150,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDER5IGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOOL PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON TWE NOTE, WITHOUT ADVANCE N ICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. EN EX CUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VAL DITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIG ED, ON BEHALF OF THE DECLARANT, 15 KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY R GHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, ANO THE UNDERS{GNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S TERING JUDGMENT_AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: ~~'._~'~~-r-~~•.'~~_-~ B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT GAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO C NTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEA LNG, TO EXECUTE ON THE JUDGMENT BY FDRECLOSING UPQN, ATTACHING, LEVYING ON, TAKING POSSES510N OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY A ARE OF RECLARANT'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 WAIV[N THESE- RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDG ENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, eY INITiAL1N EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS MCS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL .COUNSEL IN CONNECTION TH THE NOTE. Mc5 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVI510N IN THE OTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT 1S INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND H VE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: MMM INVESTMENTSn, LLC By:. C~..~ (Seal) Matthew C. Stahl, Member of MMM Investments, LLC WER P110 t„tl'n0~ Va. 9.67.10D07 Cvp. M~b,tl R,wiaN 6NYpen4 I,K. 1997, 7010, M Nphl, N,rvW. - PA CV'AOSiRi91[intPL1070.iC 77{•17N PR• IO _ _ _ 1 DISC~JSURE FOR CONFESSION O[ :UDGMENT swaansmcg . r y- ?-s__.- ass s::~..x > ~ _ _ - . _ raj .r ~ i References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or it m. Any item above containing • has been omitted due to text length Iimitaticns. Borrower: MMM Investments, LLC Lender: CENTRIC BANK 1208 Musket Lana 51LVER SPRING OFFICE Mechanicsburg, PA 17050 4320 LINGLESTOWN ROAD HARRISBURG, PA 17112 (717)597-1360 Declarant: Matthew C. Stahl 1208 Musket Lane Mechanicsburg, PA 17050 DISCLOSURE FOR CONFESSION OF JUDGMENT ~~L DAY OF ~G 1~@,~~j , zo j ~ , A GUARANTY FOR AN UNLIMITED AMOUNT. I AM EXECUTING, THIS o~3 A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND ITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULL AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAI S THAT LENDER MAY ASSEA7 AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVIN THESE RIGHTS, INCLUDING ANY AIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CON ENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE C0NFES510N OF JUDGMENT PROVISIO . INITIALS: B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TD ENTER JUDGMENT AGAINST ME WITHOUT DVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THA WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WrfH0U7 EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHFNG, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY tH FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN IXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANC NOTICE AND A HEARING AFTER JUDGMENT IS ENTEAED AND BEFORE EXECUTION ON THE JUDGMENT, i AM KNOWINGLY, INTELLIGEN LY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT iN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTI E. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALI G EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 4~~ 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROV1510N IN THE G ARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 111TIALED AND SIGNED R; AND THAT I RECEIVED A COPY AT THE TIME OF 51GNING. THIS DISCLOSURE 1S GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND H VE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: ~f ~,a 3~y~!~~''~~-~~!W ISeal} Matthew C. Stahl uss~ ma v., anw,ma c.w• x.x„e a,.,,,w xmm.a roar. moo. w ~ ~n.,..n. • camawr~cmuuoao.rc m•irN ~••~o ~ , - Timothy J. Nieman, Esquire Attorney I.D. No. 66014 ~ :w,9 Z ~1-((; ~ ~J iQ- ~ tnieman@rhoads-sinon.com j Stephanie E. DiVittore, Esquire ~~,I ~ ~~A` ~ ~ l~ E t~ ~i ~ Y~ Attorney I.D. No. 85906 ~~}~S~'~ul~~~ sdivittore@rhoads-sinon.com BROADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717) 233-5731 Fax: (717) 231-6637 Attorneys for Plaintiff CENTRIC BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff ~ PENNSYLVANIA v ~ CIVIL ACTION -LAW MMM INVESTMENTS, LLC, MATTHEW : NO• ~ ~ ~ ~ C ~ , STAHL and MARIA STAHL, Defendants NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THERETO Notice of Defendant's Rishts To: MMM Investments, LLC 1208 Musket Lane Mechanicsburg, PA 17050 Matthew Stahl 1208 Musket Lane Mechanicsburg, PA 17050 Maria Stahl 1208 Musket Lane Mechanicsburg, PA 17050 A judgment in the amount of Three Hundred and Two Thousand Ninety-Nine Doll s and Forty Cents ($302,099.40) plus interest from the date of judgment accruing at the rate of Fo Seven Dollars and Twenty Eight Cents ($47.28) per day and costs of collection, has been enter d I _ _ _ _ _ against you and in favor of the Plaintiff without any prior notice or hearing based on a Confessipn of Judgment contained in a written agreement or other paper allegedly signed by you. The Sher~ff may take your money or other property to pay the judgment at any time after thirty (30) days a er 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 prope y from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM T E JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER T E DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YO R RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU O NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELO THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE AB E TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFF R LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 I CENTRIC BANK, IN THE COURT OF COMMON PLEAS OF~ CUMBERLAND COUNTY, Plaintiff ~ PENNSYLVANIA I v ~ CIVIL ACTION -LAW MMM INVESTMENTS, LLC, MATTHEW : NO• ~ ~ ~ C I STAHL and MARIA STAHL, : Defendants ENTRY OF JUDGMENT AND NOW, this day of " d c,..~'~_, 2012, Judgment is hereby entered 'n favor of the Plaintiff Centric Bank and against the Defendants MMM Investments, LL , Matthew Stahl and Maria Stahl, and damages are assessed in the amount of $302,099.40 togeth r with interest from the date of judgment accruing at the rate of $47.28 per day plus costs f collection. Prothonotary r CENTRIC BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff ~ PENNSYLVANIA v : CIVIL ACTION -LAW MMM INVESTMENTS, LLC, MATTHEW : NO• l~_ s Q ~-e~~ STAHL and MARIA STAHL, Defendants NOTICE OF ENTRY OF CONFESSED JUDGMENT To: MMM Investments, LLC 1208 Musket Lane Mechanicsburg, PA 17050 Matthew Stahl 1208 Musket Lane Mechanicsburg, PA 17050 Maria Stahl 1208 Musket Lane Mechanicsburg, PA 17050 You are hereby notified that on August, 2012, judgment by confession was enter d against you in the amount of $302,099.40 plus interest from the date of judgment accruing at t e rate of $47.28 per day and costs of collection. Attached hereto axe copies of all documents filed with the Prothonotary in support oft e confession of judgment. Date: 1~ Jy G,-s~ l ~ • Prothonotary ~ YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT; HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFIC~ SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. I Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 ~I CENTRIC BANK, IN THE COURT OF COMMON PLEAS OF PLAINTIFF :CUMBERLAND COUNTY, PENNSYLVANIA V. MMM INVESTMENTS, LLC, MATTHEW STAHL AND MARIA STAHL, DEFENDANTS NO. 12-5061 CIVIL NO. 12-5062 CIVIL IN RE: REQUEST TO CONTINUE ORDER OF COURT AND NOW, this 17~' day of October, 2012, upon consideration of the Request to Continue by the Defendants and with the concurrence of the Plaintiff, IT IS HEREBY ORDERED AND DIRECTED that the argument currently scheduled for January 9, 2013, is continued to January 18, 2013, at 9:00 a.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania. By the Court, ~/ Timothy Nieman, Esquire Attorney for Plaintiff ~ Rob Bleecher, Esquire Attorney for Defendant bas ~~P$ ~'c~~~~°G>! lol ;/~ ,~ CENTRIC BANK, Plainti$' v. MMM INVESTMENTS, LLC, MATTHEW STAAL and MARIA STAHL, Defendants IN TAE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW F:9 •~~ ~..~ C'~19 0.2012-5062 ,~'-~-~ ~~ ..~ .~, cn ~' ., r-.~. -~~% - . ~ ,~ ~. =~ ~ ~ ~ .:-' STIPULATION _., __ :_. <- ~ ~ - AND NOW,,come the parties in the above-captioned matter by their respective attorneys and agree and stipulate that, subject to this Court's approval, the deposition deadline scheduled for November 12, 2012 is extended to.December 31, 2012. Respectfiilly Submitted, BROADS & SINON LLP By: Timothy J. Nicman, Esquire Attorney I.D. No: 66014 One South Market Square,l2m Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717)233-5731 Attorney for Plaintiff By: ~otx~cecner, ~squue Attorney I.D. No. 32594 1205 Manor Drive, Suite 200 Mechanicsburg, PA 17055-4917 (717) 691-9809 Attorney for Defendants Dated: November ~, 2012 Dated: November °~, 2012 CENTRIC BANK, PLAINTIFF IN THE COURT OF COMMON PLEAS OF' CUMBERLAND COUNTY, PENNSYLVANIA V. MATTHEW STAHL AND MARIA STAHL, DEFENDANTS NO. 12-5061 CIVIL CENTRIC BANK, PLAINTIFF V. MMM INVESTMENTS, LLC, MATTHEW STAHL AND MARIA STAHL, DEFENDANTS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-5062 CIVIL IN RE: DEFENDANTS' MOTION FOR RECONSIDERATION ORDER OF COURT AND NOW, this 20th day of February, 2013, upon consideration Defendants' Motion for Reconsideration and the Plaintiff's Response thereto; IT IS HEREBY ORDERED AND DIRECTED that the Defendant's Motion for Reconsideration is DENIED. Timothy Nieman, Esquire Attorney for Plaintiff t, Rob Bleecher, Esquire Attorney for Defendant bas i (..??; By the Court, ?kA ujxk\ J. Jr Ebert M L ., , . . 1 - -, k'I/ I I CENTRIC BANK, PLAINTIFF V. MATTHEW STAHL AND MARIA STAHL, DEFENDANTS CENTRIC BANK, PLAINTIFF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-5061 CIVIL IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. MMM INVESTMENTS, LLC, MATTHEW STAHL AND - MARIA STAHL, DEFENDANTS NO. 12-5062 CIVIL s- ORDER OF COURT - AND NOW, this 20th day of February, 2013, the Court being in receipt of a notice of appeal in the above captioned matter, IT IS HEREBY ORDERED AND DIRECTED that: 1. Appellant file a concise statement of the errors complained of on appeal on or before March 13, 2013; 2. The Statement shall be filed of record; 3. The Statement shall be served on this Court pursuant to Pa.R.A.P., Rule 1925(b) (1); IT IS FURTHER ORDERED AND DIRECTED that any issue not properly included in the Statement shall be deemed waived. M. L. tbert, Jr., By the Court, Timothy Nieman, Esquire Attorney for Plaintiff Rob Bleecher, Esquire Attorney for Defendant bas CENTRIC BANK, PLAINTIFF V. MATTHEW STAHL AND MARIA STAHL, DEFENDANTS CENTRIC BANK, PLAINTIFF V. MMM INVESTMENTS, LLC, MATTHEW STAHL AND MARIA STAHL, DEFENDANTS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-5061 CIVIL IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-5062 CIVIL IN RE: DEFENDANTS' PETITION FOR PRELIMINARY OR SPECIAL INJUNCTION ORDER OF COURT AND NOW, this 20cn day of February, 2013, upon consideration Defendants' Petition for Preliminary or Special Injunction and the Plaintiff's Response thereto, the Court finds: 1. The requested Preliminary or Special Injunction is not necessary to prevent immediate and irreparable harm that could not be compensated by damages. 2. Greater injury will not result by refusing to grant the Preliminary Injunction than by granting it. 3. The Plaintiff's right to relief is not clear. 4. The public's interest will not be adversely affected. Accordingly, IT IS HEREBY ORDERED AND DIRECTED that the Petition for Preliminary or Special Injunction is DENIED. Timothy Nieman, Esquire Attorney for Plaintiff Rob Bleecher, Esquire Attorney for Defendant bas c<S Iga , lek?' 'eiat c? By the Court, CENTRIC BANK,, IN THE COURT OF COMMON PLEAS OF PLAINTIFF CUMBERLAND COUNTY, PENNSYLVANIA A • V. I MATTHEW STAHL AND MARIA STAHL, DEFENDANTS NO. 12-5061 CIVIL CENTRIC BANK, : IN THE COURT OF COMMON PLEAS OF PLAINTIFF : CUMBERLAND COUNTY, PENNSYLVANIA V. MMM INVESTMENTS, LLC, MATTHEW STAHL AND MARIA STAHL, DEFENDANTS N— b, ORDER OF COURT AND NOW, this 21s'day of March, 2013, upon consideration of Defendant's Application to Enlarge Time Period, IT IS HEREBY ORDERED AND DIRECTED that Defendants' Application is GRANTED and the Defendants' Concise Statement of Errors Complained of on Appeal is due on or before April 12, 2013. By the Court, M. L. Ebert, Jr., = -p3 Fn- V/Timothy Nieman, Esquire r— Attorney for Plaintiffs �CD Rob Bleecher, Esquire n c Attorney for Defendant '`7 ,� �k �. bas �+,�'� t��a led 3 �� . i I CENTRIC BANK, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA V . MATTHEW and MARIA STAHL, 12-5061 CIVIL TERM Defendant CENTRIC BANK, UAL Plaintiff ORIGIn V . MMM INVESTMENTS, LLC, c� 'P-j MATTHEW and MARIA STAHL, 12-5062 CIVIL TERM Defendants z rn �'',-= X= (.,r- 3> can y cC—z :x Vic, era C7, '? q c.a IN RE: PETITION TO OPEN OR STRIKE OFF CONFESSION OF JUDGEMENT Proceedings held before the HONORABLE M. L. Ebert, Jr. , J. , Cumberland County Courthouse, Carlisle, Pennsylvania, on January 18, 2013, in Courtroom Number 2 . APPEARANCES: TIMOTHY J. NIEMAN, Esquire For Centric Bank ROBIN D. BLEECHER, Esquire For Matthew and Maria Stahl and MMM Investments 1 Friday, January 18, 2013 2 Courtroom Number 2 - 9: 15 a.m. 3 THE COURT: Please be seated. This is the 4 matter of Centric Bank vs MMM Investments, LLC, and Matthew 5 Stahl and Maria Stahl. This is a Motion to Open Judgment or 6 Strike Judgment . 7 MR. BLEECHER: Yes . 8 THE COURT: Mr. Bleecher. 9 MR. BLEECHER: Let me begin by saying that I 10 request additional time to perform depositions, additional 11 discovery. The reason being that there is a companion case 12 in Dauphin County in which my clients filed a Writ of 13 Summons whereupon a Rule to the complaint was filed by 14 defendant -- by plaintiffs in this case, defendants in that 15 case. 16 We had a meeting before Judge Turgeon in 17 which Judge Turgeon ordered the pre-complaint discovery on a 18 limited basis could be had and that the defendants in that 19 case were supplied due diligence materials . She also stayed 20 off further discovery in that matter. She was aware of the 21 Cumberland County case. My error was in not communicating 22 that to this court. 23 But, in any event, the -- I attempted to 24 serve a subpoena for deposition upon an FBI agent and a 25 detective in both cases . Counsel for defendant in that case 2 1 objected, both to the deposition in the Cumberland County 2 case and to the deposition for the Dauphin County case 3 stating that there was a stay in effect by Judge Turgeon. 4 I perhaps mistakenly concluded that that 5 would affect this, this action here. So I did not perform 6 depositions on witnesses, although I had noticed them for 7 December 5 . There was an objection by opposing counsel . So 8 I did not go forward. I didn't bring it to court, but I did 9 not go forward. 10 We are now in the posture where I think the 11 appropriate motion for my clients is a petition to open as 12 opposed to a petition to strike. In a petition to open, I 13 would be permitted to produce not only depositions, but also 14 other evidence outside the record which would include both 15 depositions and affidavits, other evidence presumably. 16 If I am not granted the opportunity to, to 17 have time to do depositions, I would ask that I be permitted 18 to at this time submit a copy of a complaint that we filed 19 yesterday in Dauphin County Court with the verified 20 statements of my clients, who are the defendants in the 21 Cumberland County case, as well as a copy of the Answers to 22 my interrogatories filed by Christopher Polkinghorn, who is 23 a defendant in the Dauphin County case, and as well as a 24 copy of the Answers of defendants Centric Bank and Michael 25 Meck in the Dauphin County case. 3 1 MR. NIEMAN: Your Honor, could I please 2 respond? 3 THE COURT: Yes . 4 MR. NIEMAN: When this court entered its 5 order, its Rule to Show Cause in September, it clearly said 6 that the case was going to be decided under Rule 206. 7, 7 which is typical for a petition. The procedures laid out in 8 206 . 7 says that if there is an Answer filed that raises 9 disputed facts, either the moving party has the burden of 10 taking depositions, or the facts as they are pled in the 11 Answer are deemed admitted for purposes of the petition. 12 I have a series of correspondence back and 13 forth here with Mr. Bleecher that I am willing to share with 14 the court where we discuss what happened before Judge 15 Turgeon and how that impacted the proceedings here. 16 That ultimately, that correspondence 17 ultimately led to the parties entered into a stipulation 18 where my client agreed to extend a deadline to take 19 depositions until the end of December. The reason for that 20 is because we were producing some documents in connection 21 with the Dauphin County case, some pre-complaint discovery. 22 We produced those documents I think on November 28th, or 23 somewhere toward the end of November, and that that would 24 give Mr. Bleecher and his clients a month to go through 25 those documents, determine if there was anyone they wanted 4 w � 1 to depose from the bank or anyone else. 2 We did object to the deposition of the FBI 3 agent and the investigator on a couple reasons . First of 4 all, the same notices were served in Dauphin County. So we 5 filed basically the same objections in Dauphin County as we 6 filed here. 7 In addition to the fact that we had already 8 dealt with those issues in Dauphin County, we also raised 9 issues that the -- it appeared to be more of a document 10 request than a deposition because they were requesting the 11 entire investigative file of these individuals, that those 12 documents would be privileged or not subject to discovery to 13 the extent that there was an ongoing criminal investigation 14 going on in this case. 15 THE COURT: Of who? 16 MR. NIEMAN: We don' t know, quite frankly. I 17 have no idea who is being investigated. I know Mr. 18 Bleecher, maybe he has more information on that. 19 MR. BLEECHER: My understanding at this time, 20 because I have not been able to speak with the FBI agent, he 21 is not willing to talk, is that the County detectives took a 22 complaint from my clients, Matthew and Maria Stahl, in which 23 they alleged that Centric Bank and Michael Meck and 24 Christopher Polkinghorn committed fraud in these 25 transactions that are subject of the confession of judgment 5 1 as well as the complaint in Dauphin County. 2 There were interviews conducted by the 3 detectives in Dauphin County, to the best of my knowledge, 4 as well as the FBI agent. At some point I am told, I have 5 not verified this -- I take that back, I have verified it 6 with one individual . At some point the detectives in 7 Dauphin County turned over their file to the FBI, and 8 essentially the Dauphin County detectives were then out of 9 the case. 10 The FBI has the entire file. I have been in 11 touch with counsel for the FBI, was told I had to have a 12 subpoena signed by the Court before I could depose that 13 individual, both his testimony and the file. I attempted to 14 do that . Perhaps not correctly, but attempted to do that. 15 Was objected to by opposing counsel. 16 MR. NIEMAN: Your Honor, the reason it was 17 objected to was because they gave us a 20 day notice that 18 you are required to give when -you are seeking just to 19 request documents . I assumed that it was a mistake on the 20 subpoena, that it was just really for production of 21 documents. But having said that, the defendants in this 22 case were free to take depositions of bank employees, of 23 themselves, whoever else it might have been to support this 24 petition. 25 THE COURT: What is the complaint in Dauphin 6 1 County? 2 MR. BLEECHER: What is the nature of it? 3 THE COURT: Yes. 4 MR. BLEECHER: May I hand it to the court? 5 THE COURT: What is the story? Is it a civil 6 fraud action? 7 MR. BLEECHER: Alleging civil fraud. 8 Alleging civil conspiracy. Alleging breach of contract 9 against one of the individuals . But essentially alleging 10 that there was fraud on the part of the bank and the bank 11 employee and Christopher Polkinghorn. 12 THE COURT: I believe my Order was I gave you 13 the right to do depositions and everything else. All that 14 is here now had nothing to do with the Dauphin County case. 15 We are here to open or strike a judgment. 16 Your defense was that these were private 17 individuals, it is not a commercial account, except all of 18 the pleadings say MMM Investments was created specifically 19 to do this one transaction. Your clients hoped to profit by 20 that. 21 MR. BLEECHER: Well, my clients -- 22 THE COURT: In any regard, your request for 23 continued discovery is denied because that is in violation 24 of my Order of September 11 . We will have the argument on 25 whether or not this should be stricken or opened. 7 J J � 1 MR. BLEECHER: If I may though, the Order did 2 not specify that no other type of evidence to be submitted 3 to the Court . 4 THE COURT: It has been months now. It is a 5 simple issue. It has been months, nothing happened. I will 6 be quite candid with you, it seems like it is delay. 7 MR. BLEECHER: I just filed the complaint 8 yesterday, sir. 9 THE COURT: I know. But making a private 10 criminal accusation about civil fraud to the county 11 detectives in Dauphin County does stop everything. I have a 12 little experience in that . 13 The detectives then say, oh, we are going to 14 immediately turn our file over to the FBI . That doesn' t 15 sound like they had a whole lot of interest in it . 16 But let ' s be candid, if you are successful in 17 that, you will never have to pay the judgment . If the bank 18 is convicted of these crimes, you are off the hook. Take 19 care of that in Dauphin County. 20 Right now we are going to argue about whether 21 or not this should be open or stricken based on the fact 22 that you said it wasn' t a commercial loan, it was a consumer 23 loan. That was your initial defense. Correct? 24 MR. BLEECHER: That is one of them. 25 Certainly I would have to review the objections to see if I 8 1 had any additional ones. 2 THE COURT: Well, aren't you here to argue 3 this today? 4 MR. BLEECHER: I 'm sorry -- 5 THE COURT: Weren' t you here to argue that 6 today? 7 MR. BLEECHER: Okay, I will go forward with 8 this . The Rule is very clear, 2950 I believe it is, that 9 the, that the confession of judgment is not appropriate in a 10 loan document where the loan is being obtained by an 11 individual for personal household purposes. 12 The Stahls were attempting to obtain a higher 13 interest rate on their investments than they would have 14 gotten from a CD or other type of investment . They, 15 therefore, borrowed money from the bank at the urging of 16 Christopher Polkinghorn and others, and in turn lent that 17 money to Christopher Polkinghorn. They obtained a higher 18 interest rate, they thought, on that loan which they thought 19 would create an arbitrage, which was frankly a silly idea, 20 but that is what they were attempting to do. 21 Now, my opponent says this was a commercial 22 transaction. When an individual is attempting to get a 23 higher interest rate on their investments by, by engaging in 24 a certain type of transaction, the profit from which is 25 going to assist them in increasing their wealth, their 9 r 1 personal household wealth as well as their retirement 2 wealth, that is a personal and household purpose that they 3 are performing. 4 The LLC was created at the urging of 5 Christopher Polkinghorn, the defendant in the Dauphin County 6 matter, in order to facilitate one or more of these 7 transactions . However, prior to that LLC being open the 8 Stahls had already obtained a loan, one or more loans from 9 Centric Bank, and had lent that money to Christopher 10 Polkinghorn. This was done, again, for the purpose of 11 obtaining a higher rate of return on their investment money. 12 So the opening of the LLC did not precede the 13 initial loans . This was an attempt, again, just to generate 14 income for household personal purposes. They are not in the 15 business of buying and rehabbing and flipping properties, 16 although that is what Christopher Polkinghorn was in the 17 business of. 18 My clients were simply victims of fraud on 19 the part of Christopher Polkinghorn. They encouraged them 20 to open up the LLC. They encouraged them to borrow the 21 money. My client has a judgment against Christopher 22 Polkinghorn for I think it is over a half million dollars . 23 But to, to suggest that what was going on 24 here was simply a business transaction is simply incorrect . 25 It may have some of the trappings of a business transaction 10 1 because of the documents that the bank put out which stated 2 that this was a commercial loan. However, the initial 3 application, which was filled out by Christopher 4 Polkinghorn, was for a home equity line, home equity loan, 5 not a commercial term loan. 6 So on the face of these documents, if it is 7 determined that the purpose of the, of the loans was that of 8 a personal household reason -- and I suggest that it was -- 9 then a confession of judgment should not have been contained 10 in the documents. 11 MR. NIEMAN: Your Honor, consistent with Rule 12 206. 7, we have pled in our Answer the specifics of the 13 nature of these loans. There is two actions here. I know 14 that you had called the one that involved the MMM 15 Investments, LLC. There is also a second action that is 16 just against Maria Stahl and Matthew Stahl . But the 17 documents are largely the same. I will just run through 18 them. 19 With respect to the case docketed at 20 2012-5062, which includes the LLC, with respect to that 21 loan, the Stahls have signed two documents that are called 22 business loan agreements that are attached thereto as 23 Exhibits A and B. Those documents specifically state that 24 the Stahls have received prior commercial loans from Centric 25 Bank and that the proceeds of the loans will be used solely 11 1 for business operations unless specifically consented to the 2 contrary by them in writing. They also represented that 3 they would not engage in any business activity substantially 4 different from those in which they are presently engaged. 5 Mr. and Mrs . Stahl signed a commercial 6 guaranty, which are attached to that document as Exhibits C 7 and D. Again, it is titled commercial guaranty. The Stahls 8 also signed on behalf of the LLC two limited liability 9 company resolutions to borrow/rate collateral which are 10 attached to the response. 11 Mr. Stahl signed on behalf of the LLC a 12 business enterprise affidavit in which he affirms that the 13 proceeds of this extension of credit are to be utilized in 14 the conduct of business enterprise engaged in the business 15 of real estate investments. He also went on to say that 16 that document that he, Mr. Stahl, exercises actual control 17 over the managerial decisions of the business enterprise. 18 With respect to that same document, Mr. Stahl 19 on behalf of MMM signed two disbursement requests and 20 authorizations in which he affirmatively stated that the 21 primary purpose of the loan is for business, including real 22 estate investment . 23 By making that selection he specifically 24 decided not to select a provision that says that the loan 25 was for personal family or household purposes or personal 12 v r 1 investment . It is clear just from what you just heard and 2 from what is in the documents that the defendant did not use 3 the proceeds for personal, family or household purpose, but 4 used those proceeds to invest in a real estate investment 5 deal with Mr. Polkinghorn. 6 I think it is also telling that they formed 7 an LLC. Again, we allege this in our Answer -- it is 8 uncontradicted -- most people don' t form an LLC when they 9 are making investments with their personal family or 10 household for purposes of family household evidence. 11 The documents in the action that is docketed 12 at 2012-5061 are largely the same. There is number of 13 representations documents that are signed by the Stahls that 14 reference that their commercial loans, the proceeds are used 15 for commercial purposes. Much like in the other action. 16 But I think the thing that is most 17 interesting there is you heard about the fact that they have 18 a judgment against Mr. Polkinghorn in the amount of about a 19 half million dollars, and as Mr. Bleecher said, that they 20 are victims of fraud by Mr. Polkinghorn. But when they 21 confessed judgment against Mr. Polkinghorn for these deals, 22 they specifically stated that the judgment is not being 23 entered by confession against the natural persons in 24 connection with the consumer credit transactions . 25 So on the one hand they want this court to 13 ♦ r 1 say that these were commercial consumer -- these were 2 consumer household transactions. But, on the other hand, 3 when they file a claim against Mr. Polkinghorn, they are 4 saying that they are commercial transactions . 5 So it is our position that when you take this 6 all in total, and you look at the Rule and the facts that 7 are actually before the court, it is clear that these loans 8 were made for business purposes . The proceeds of the loans 9 which they received -- and they don' t dispute that -- were 10 used for business purposes . And it is clear that the Stahls 11 are unable to repay the loans or decided not to pay the 12 loans and now are looking for a way to just walk away from 13 it . Thank you. 14 THE COURT: You would agree with me that if 15 you are successful in Dauphin County, the money is going to 16 be there. 17 MR. BLEECHER: I think that may well be the 18 case. But the sad certainty is that this, this confession 19 of judgment that is before the court is, is, with respect to 20 a lien on the personal residence of the clients . The idea 21 that the bank would move forward and execute on a judgment 22 against their personal residence at this time considering 23 the allegations of fraud on the part of Centric Bank and Mr. 24 Polkinghorn and Mr. Meck, I think would be, would be unfair. 25 Now, I recognize that the court gave me until 14 f 1 a certain date of time to do depositions . But the case law 2 would indicate, the Supreme Court has said that the court 3 may consider evidence outside the record when making a 4 decision with respect to opening a judgment . 5 I 'm simply asking the court to take judicial 6 notice of the complaint filed in Dauphin County yesterday 7 against Centric Bank and Michael Meck. It is a matter of 8 record. I ask the court to take judicial notice of it and 9 consider the facts, the verified facts that are contained in 10 that complaint, and that the court therefore will open the 11 judgment. We ' re not asking for you to strike the judgment 12 at this point . I will withdraw that request. So I am 13 asking that you open the judgment so that additional 14 evidence can be taken and so that this matter will not move 15 forward to execution while these other matters are pending 16 in Dauphin County. 17 MR. NIEMAN: Your Honor, my only response 18 would be is your Order was clear and the Rule is clear on 19 what the rules are for this . And, you know, handing up a 20 complaint, you know, it is a hearsay document. I have not 21 had the opportunity in the course of a deposition to 22 cross-examine. 23 THE COURT: It is a question of the 24 timeliness . We have been at this since August . Now you say 25 I have an absolute defense now, I filed it yesterday, don' t 15 s s- • 1 do anything. It doesn't work like that, Mr. Bleecher. 2 MR. BLEECHER: Judge, I had approximately, I 3 don' t know, 800 pages were turned over by counsel with 4 respect to the due diligence that was allegedly performed by 5 the bank before they made these loans to my clients . 6 Certainly it took me time to go through those documents, 7 took me time to prepare the complaint. I finally got the 8 complaint filed. It is of record. It seems to me that it 9 is not a violation of your Order to ask if you would 10 consider matters outside the record that are public record. 11 THE COURT: I think I have examined these 12 documents pretty closely. Again, your initial request to 13 open or strike in this matter was simply that these were 14 consumer loans, you can' t confess judgment against them. 15 But there is not one document in the complaint that says 16 anything about consumer. It was always commercial. I am at 17 a loss to understand why your clients had to form this LLC 18 to get a "consumer loan" . 19 Now it seems to me you are telling me now 20 that it was bank insiders that convinced them to do this for 21 some advantage. But even you say we were doing this so we 22 could make more interest . We could do better than a CD. 23 Sounds like a commercial transaction. 24 MR. BLEECHER: Well, in my IRA account, if I 25 am able to take some money from my IRA account and invest in 16 1 real estate, and there are such vehicles for investing IRA 2 money in real estate, if I am able to do that, does that 3 make my investment a commercial transaction? 4 THE COURT: If you sign papers that say it is 5 all commercial. 6 MR. BLEECHER: Well, just because a paper say 7 it ' s commercial doesn' t mean that it is if your action -- 8 THE COURT: I wish you the best of luck in 9 Dauphin County. Maybe the FBI will solve your problems for 10 you. But I am going to enter this Order: 11 AND NOW, this 18th day of January, 2013, 12 after argument in the above-captioned matter, the defendant 13 having indicated that he is withdrawing his Motion to 14 Strike, and after argument in the case, IT IS HEREBY ORDERED 15 AND DIRECTED that the defendant ' s Motion to Open Judgment is 16 denied. 17 By the Court, 18 /s/ M. L. Ebert, Jr. , J. 19 THE COURT: Anything further, gentlemen? 20 MR. NIEMAN: Just so we are clear, that is 21 with respect to both cases. 22 THE COURT: Yes . 23 MR. BLEECHER: Will you entertain a Motion to 24 Reconsider? 25 THE COURT: I am at a loss to understand why 17 r � � 1 something in Dauphin County would now stop this. This is a 2 question of equity for the court. You have a remedy over 3 there . If you are correct, you are going to win all of 4 these things and the FBI is going to charge Centric Bank 5 with fraud. 6 MR. BLEECHER: I would like to present the 7 court with cases which indicate while there is a divergence 8 of opinion, the cases which indicate it is not in the 9 discretion of a court where there ' s a petition to open. 10 In fact, the petitioner on a petition to open 11 a judgment has the right for the court to consider evidence 12 outside the record. It is not a matter of discretion alone, 13 although other cases say it is, but that if the petitioner 14 is able to present evidence that there is a meritorious 15 defense, then the court must open. I am asking to court to 16 take judicial notice of a document filed in Dauphin County. 17 THE COURT: I can' t prevent you from filing a 18 Motion to Reconsider. You can argue that . You will 19 respond. 20 MR. NIEMAN: Okay. 21 THE COURT: Stand in recess. 22 MR. BLEECHER: Thank you. 23 MR. NIEMAN: Thank you. 24 (Whereupon, the proceeding was 25 concluded at 9: 43 a.m. ) 18 T • � r 1 2 3 CERTIFICATION 4 5 I hereby certify that the proceedings are 6 contained fully and accurately in the notes taken by me on 7 the above cause, and that this is a correct transcript of 8 same . 9 10 ll ar T. Farley, Official Court Repor r 12 13 14 15 16 The foregoing record of the proceedings on the 17 hearing of the within matter is hereby approved and directed 18 to be filed. 19 20 �Al 21 Date M. L. Ebert, Jr. , 22 Ninth Judicial Dist ict 23 24 25 19 Rob Bleecher,Esquire F PRIG TKQNO TAR Y Attorney I.D.No.32594 2013 AP Pecht&Associates,PC ` Pit 7 1205 Manor Drive,Suite 200 CUMBERLAND Mechanicsburg,PA 17055 BBNNSYLVANIANTY (717)691-9809 Timothy J.Nieman,Esquire Attorney I.D.No.66024 Rhoades&Sinon LLP One South Market Square, 12'h Floor P.O.Box 1146 Harrisburg,PA 17108-1146 (717)233-5731 CENTRIC BANK, : IN THE COURT OF COMMON PLE : CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff V. : CIVIL ACTION-LAW : NO.2012-5061 MATTHEW STAHL and : MARIA STAHL, : Defendants CENTRIC BANK, : IN THE COURT OF COMMON PLEA'S : CUMBERLAND COUNTY,PENNSY4VANIA Plaintiff V. : CIVIL ACTION -LAW MMM INVESTMENTS,LLC,and MATTHEW STAHL and MARIA STAHL, : Defendants APPLICATION TO ENLARGE TIME PERIOD AND NOW, comes the Defendants Matthew Stahl, and Maria Stahl, and MMM Investments, LLC, (hereinafter the "Defendants"), and Plaintiff Centric Batty (herieinafter "Plaintiff) and jointly file the following Motion to Enlarge Time Period pursuant to Rule 1925 (b)(2)of the Pennsylvania Rules of Appellate Procedure and state as follows: 1. On August 31, 24412, Defendants filed Petitions to Open or Strike Off the Confession of Judgment in this Honorable Court. 2. On January 18, 2413, this Honorable Court entered an Order denying Defendants Petitions. 3. On February 6,2413,Defendants filed Motions for Reconsideration. 4. On February 15,2013,Defendants filed Notices of Appeal in the instant cases. 5. On February 24, 2013, this Honorable Court entered its Order denying Plaintiffs' Motion for Reconsideration. 6. On February 20, 2013, this Honorable Court entered its Order .directing Defendants to file a Concise Statement of Errors Complained of on Appeal pursuant to Rule 1925 of the Pennsylvania Rules of Appellate Procedure on or before March 13, 2013. 7. On March 13, 2013, Defendants filed an Application to Enlarge Time Period with the concurrence of Plaintiff in order to explore settlement. 8. On March 21, 2013, this Honorable Court granted the Application and Ordered that the Defendants' Concise Statement of Errors Complained of on Appeal would be due on April 12,2013. 9. The parties now have an agreement in principle to settle the matters that are the subject of the above captioned cases. 10. The parties need additional time to finalize the settlement and cannot do so before the close of business on April 12, 2013. 11. Since the parties may resolve the instant cases by settlement, it would be h waste of judicial resources to proceed with Defendants' Appeal at this time. 12. Judge Ebert has had prior involvement in this case. 2 WHEREFORE, the parties jointly pray this Court will enlarge the time period for filing the Concise Statement of Matters Complained of on Appeal for thirty (30) additional days to May 12, 2013. Respectfully Submitted, BROADS & SINON LLP PECHT&AS 9 ES, PC By: fi. f �7 By: Timothy J. ,Esquire Rob Attorney I.D. No. 66024 � Attorney I.D. No. 32594 One South Market Square, 12 Floor 1205 Manor Drive, Suite 200 P.O. Box 1146 Mechanicsburg, PA 17055-4917 Harrisburg, PA 17108-1146 (717) 691-9809 (717)233-5731 Attorney for Defendants Attorney for Plaintiff Dated: April 10, 2013 Dated: April 10, 2013 3 CERTIFICATE OF SERVICE I, Rob Bleecher,Esquire, hereby certify that a copy of the Application to Enlarge Time Period has been served upon the below-named party, by United States mail, first-class postage prepaid: Timothy J.Nieman, Esquire David B. Dowling, Esquire Rhoads& Sinon LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Dated: April 10, 2013 Rob leecher, Esquire CENTRIC BANK, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. : CIVIL ACTION-LAW : NO. 2012-5061 MATTHEW STAHL and MARIA STAHL, Defendants CENTRIC BANK, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff V. : CIVIL ACTION- MMM INVESTMENTS,LLC, and : NO. 2012-5062 -o MATTHEW STAHL and M -° i= MARIA STAHL, = cn Defendants , r PROPOSED ORDER AND NOW, this day of r , 2013, upon consideration of the Parties' Joint Application to Enlarge Time Period, it is Ordered that the Parties' Joint Application is Granted and the Defendants' Concise Statement of Errors Complained of on Appeal is due on or before May 12, 2013. 1�krllk W6 J. Distribution: ✓ Rob Bleecher, Esquire ---Timothy J. Nieman Esquire Pecht&Associates, PC David B. Dowling, Esquire 1205 Manor Drive, Suite 200 Rhoads & Sinon LLP Mechanicsburg, PA 17055-4917 One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Rob Bleecher,Esquire Attorney I.D.No. 32594 -0 ca -- Pecht&Associates,PC iC°r. rn—` 1205 Manor Drive, Suite 200 Mechanicsburg,PA 17055 CO ° (717)691-9809 CD Timothy J.Nieman,Esquire ; ¢ Attorney I.D.No.66024 Rhoades& Sinon LLP `. One South Market Square, 12'h Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717)233-5731 CENTRIC BANK, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff V. : CIVIL ACTION -LAW : NO.2012-5061 MATTHEW STAHL and MARIA STAHL, Defendants CENTRIC BANK, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. : CIVIL ACTION-LAW MMM INVESTMENTS,LLC, and : NO. 2012-5062 MATTHEW STAHL and MARIA STAHL, Defendants APPLICATION TO ENLARGE TIME PERIOD AND NOW, comes the Defendants Matthew Stahl, and Maria Stahl, and MMM Investments, LLC, (hereinafter the "Defendants"), and Plaintiff Centric Bank (hereinafter "Plaintiff') and jointly file the following Motion to Enlarge Time Period pursuant to Rule 1925 (b) (2) of the Pennsylvania Rules of Appellate Procedure and state as follows: 1. On August 31, 20012, Defendants filed Petitions to Open or Strike Off the Confession of Judgment in this Honorable Court. 2. On January 18, 2013, this Honorable Court entered an Order denying Defendants Petitions. 3. On February 6, 2013, Defendants filed Motions for Reconsideration. 4. On February 15, 2013, Defendants filed Notices of Appeal in the instant cases. 5. On February 20, 2013, this Honorable Court entered its Order denying Plaintiffs' Motion for Reconsideration. 6. On February 20, 2013, this Honorable Court entered its Order directing Defendants to file a Concise Statement of Errors Complained of on Appeal pursuant to Rule 1925 of the Pennsylvania Rules of Appellate Procedure on or before March 13, 2013. 7. On March 13, 2013, Defendants filed an Application to Enlarge Time Period with the concurrence of Plaintiff in order to explore settlement. 8. On March 21, 2013, this Honorable Court granted the Application and Ordered that the Defendants' Concise Statement of Errors Complained of on Appeal would be due on April 12, 2013. 9. On April 11, 2013, the parties filed an Application to Enlarge Time Period in order to explore settlement. 10. On April 15, 2013, this Honorable Court granted the Application to Enlarge Time Period and Ordered that the Defendants' Concise Statement of Errors Complained of on Appeal would be due on May 12, 2013. 11. The parties now have a draft settlement agreement that is being reviewed, but review cannot be completed by close of business on May 12, 2013. 2 12. Since the parties may resolve the instant cases by settlement, it would be a waste of judicial resources to proceed with Defendants' Appeal at this time. 13. Judge Ebert has had prior involvement in this case. WHEREFORE, the parties jointly pray this Court will enlarge the time period for filing the Concise Statement of Matters Complained of on Appeal for thirty (30) additional days to June 12, 2013. Respectfully Submitted, RHOADS & SINON LLP PECHT&ASSOCIATES, PC By: � By: �`�`` Timothy J. Ni n,Esquire Rob Bleecher, Esquire Attorney I.D.No. 66024 Attorney I.D.No. 32594 One South Market Square, 12th Floor 1205 Manor Drive, Suite 200 P.O. Box 1146 Mechanicsburg, PA 17055-4917 Harrisburg, PA 17108-1146 (717) 691-9809 (717)233-5731 Attorney for Defendants Attorney for Plaintiff Dated: May 7, 2013 Dated: May 7, 2013 3 CERTIFICATE OF SERVICE I, Rob Bleecher, Esquire, hereby certify that a copy of the Application to Enlarge Time Period has been served upon the below-named party, by United States mail, first-class postage prepaid: Timothy J.Nieman, Esquire David B. Dowling, Esquire Rhoads & Sinon LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Dated: May 7, 2013 eclluk b22 Rob Bleecher, Esquire CENTRIC BANK, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff V. : CIVIL ACTION-LAW : NO. 2012-5061 MATTHEW STAHL and MARIA STAHL, Defendants CENTRIC BANK, : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY,PENNSYLVANIA Plaintiff V. : CIVIL ACTION-LAW Mica M MMM INVESTMENTS,LLC, and : NO. 2012-5062 MATTHEW STAHL and MARIA STAHL, - �C.) � _= Defendants i rril CD PROPOSED ORDER AND NOW, this 1'-'5L day of , 2013, upon consideration of the Parties' Joint Application to Enlarge Time Period, it is Ordered that the Parties' Joint Application is Granted and the Defendants' Concise Statement of Errors Complained of,on Appeal is due on or before June 12, 2013. c2X zp��, P_eL2� I, J. �Rob Distriibution: �Bleecher, Esquire timothy J. Nieman, Esquire Pecht&Associates, PC David B. Dowling, Esquire 1205 Manor Drive, Suite 200 Rhoads & Sinon LLP Mechanicsburg, PA 17055-4917 One South Market Square, 12th Floor P.O. Box 1146 Coo I" Harrisburg, PA 17108-1146 Lt-' - r- 2013111A Y 31 AM ltd• 32 David B.Dowling,Esquire :UM8ERLAND Coin,,-y�������{����j� Attorney I.D.No.25452 Timothy J.Nieman, Esquire Attorney I.D.No. 66024 RHOADS &SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg,PA 17108-1146 (717)233-5731 Attorneys for Plaintiff,Centric Bank CENTRIC BANK IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION LAW V. NO. 2012-5062 MMM INVESTMENTS, LLC, MATTHEW STAHL and MARIA STAHL Defendants PRAECIPE TO THE PROTHONOTARY: Please mark the within judgment satisfied. Respectfully submitted, RHOADS & SINON LLP OF By: W� � David B. Dowling, Esquire Attorney I.D. No. 25452 Timothy J. Nieman, Esquire Attorney I.D. No. 66024 One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff Centric Bank DATED: May 30, 2013 886986.1 CERTIFICATE OF SERVICE 1 hereby certify that on this 30th day of May, 2013, a true and correct copy of the foregoing document has been sent via United States Mail, postage prepaid to the following: Rob Bleecher, Esquire Pecht &Associates, PC 650 North Twelfth Street, Suite 100 Lemoyne, PA 17043 I 886956.1 a , 6Uperior Court of 30eunoptbaniA Karen Reid Bramblett,Esq. Pennsylvania Judicial Center Prothonotary Middle District P.O.Box 62435 Mary A.Graybill,Esq. 601 Commonwealth Avenue,Suite 1600 Deputy Prothonotary Harrisburg,PA 17106-2435 June 3, 2013 (717)772-1294 www.pacourts.us/courts/superior-court NOTICE OF DISCONTINUANCE OF ACTION RE: Centric Bank v. MMM Investments, LLC et al 325 MDA 2013 Appeal of: MMM Investments, LLC, and Matthew and Maria Stahl Initiating Document: Notice of Appeal Trial Court: Cumberland County Court of Common Pleas Trial Court Docket No: 2012-5062 The above-captioned matter has been marked "Discontinued" with this court. Certification is being sent to the lower court. Attorney Name Participant Name Participant Type David B. Dowling, Esq. Centric Bank Appellee Robin David Bleecher, Esq. MMM Investments, LLC, and Matthew and Appellant Maria Stahl Timothy James Nieman, Esq. Centric Bank Appellee /krc M C= _<3> .t~ r_ -W -; ;:T� IN THE SUPERIOR COURT OF PENNSYLVANIA SITTING IN HARRISBURG No. 325 MDA 2013 Centric Bank V. : Appeal from the OE .Court of Common Pleas MMM Investments, LLC, and Matthew and Maria Stahl :for the county of Cumberland :No. 2012-5062 6-3-13 - The above appeal is hereby withdrawn and discontinued by order of: Robin Bleecher, Esq. Attorney for Appellant 6-3-13 - DISCONTINUED TRUE COPY FROM RECORD IN TESTIMONY WHEREOF, I have hereunto set my hand and the seal of said Court, at Harrisburg, this 3rd day of June, 2013. Deputy PrYthonotary