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HomeMy WebLinkAbout12-5350 -T _ _ _ _ _ _ ~ p r' ! ri~..~tiJ-V~` 1~ i'K~ P~~TNI~`J .,~'t..:' ~~12 AUG 27 PP1 04 Darrell C. Dethlets. Esquire ID # s8sos UMRE~.~~NU G13i1~~ t Dethlefs-Pykosh Law Group. LLC ~~~~~Y~VQ~~~ 2132 Market Streit Camp Hill, Pennsylvania 1701 l Telephone - (717) 975-9446 Fax - (717) 975-2309 UDethlei'suaal.corr~ AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, . v. , Y, THOMAS HOLDING GROUP LLC and No.: 4 ~ _S~ C.: WALI T. THOMAS, Confession of Judgment Defendants Complaint pursuant to Pa.R.C.P. 2952 CONFESSION OF JUDGMENT Pursuant to the Confession of Judgment paragraph/warrant contained in the Promissory Noke dated May 24, 2011, the Disclosure for Confession of Judgment dated May 24, 2011, Continuing,'', Unlimited Guarantees and related Disclosure for Confession of .judgment, and the related Mortgage and Security Agreement dated May 24, 2011 which secures as collateral for the refinance loan sought by Defendants to obtain property located at and known as 209 Evergreen Road, New Cumberland,'... York County, Pennsylvania, the originals or copies of which are attached to the Complaint filed in~lthis action. 1 appear for the Defendant and confess judgment in favor of the Plaintiff and against Defendants, Wali T. Thomas and Thomas Holding Group, LLC, as follows relative to the aforementioned Note which was entered into on May 24, 201 l: Unpaid Principal through 8/23/2012 $102,844.61 Past Due Interest through 8/23/2012 $1,448.39 Late Fees $79.04 Costs - ($27.50 filing fee) ($200 service) $27.50 Attorneys' Commission (5%) $5 229.97 TOTAL $109,829.5 l . 0 ~ti r~~ , ~ .x Page 1 z ~ 7 f. ! } E with interest from August 23, 2012, on the total sum of ($109,829.51), at the rate of .000201388% per day, which computes to a current per diem of $22.12. r ~ ~ Respectfully bmi Dated:__ ~ ` _ Darrell C. Det efs, Esquire Attorney Id. No.: 58805 2132 Market Street Camp Hill, PA 17011 (717) 975-9446 Page 2 AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, v. THOMAS HOLDING GROUP, LLC, and No.: ~ '.S3-~ `t~ ~~~1 WALI T. THOMAS, Confession of Judgment Defendants Complaint pursuant to Pa.R.C.P. 2952 NOTICE OF DEFENDANT'S RIGHTS TO: Wali T. Thomas: A judgment in the amount of $109,829.51 with interest from August 23, 2012, on the total hum of ($109,829.51), at the rate of .000201388% per day, which computes to a current per diem of $2.12 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based'. on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) da}ts after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHIC~I THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO! NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE "THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD ST ET CARLISLE PA 170 (717) 321-4696 , BY: ell . Dethlefs, Esquire Attorney ld. No.: 58805 2132 Market Street Camp Hill, PA 17011 - AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, . v. . THOMAS HOLDING GROUP, LLC, and No.: WALI T. THOMAS, Confession of Judgment Defendants Complaint pursuant to Pa.R.C.P. 2952 NOTICE OF DEFENDANT'S RIGHTS TO: Thomas Holding Group, LLC: A judgment in the amount of $109,829.51 with interest from August 23, 2012, on the total sum of ($109,829.51), at the rate of .000201388% per day, which computes to a current per diem of $2 .12 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based' on a confession of judgment contained in a written agreement or other paper allegedly signed by you. ~'he sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property froth being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICk3 THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YC1U DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE PA 1701 (717) 321-4696 BY: _ D e 1 ethlefs, Esquire Attorney Id. No.: 58805 2132 Market Street Camp Hill, PA 17011 i llarrell C. Dethlefs. Esquire [D # 58805 Dethlefs-Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 1701 1 Telephone - (717) 975-9446 Fax - (717) 975-2309 i)Detl~ilCls a aoL~o~n AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, v. THOMAS HOLDING GROUP, LLC, and No.: / ~ ~i ~ ~ ` WALI T. THOMAS, Confession of Judgment Defendants Complaint pursuant to Pa.R.C.P. 2952 COMPLAINT CIVIL ACTION -COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff, AmeriChoice Federal Credit Union, by its attorneys, Dethlefs-Pykosh Law Group, LLC, by Darrell C. Dethlefs, Esquire, files this Complaint in Confession of Judgment for Money and in support thereof avers as follows: 1. Plaintiff, AmeriChoice Federal Credit Union, is a business existing under the laws of the Commonwealth of Pennsylvania, with its principal office located at 217 Bumble Bee Hollow Road, Mechanicsburg, Cumberland County, Pennsylvania 17055. 2. Defendant, Wali T. Thomas, is an adult individual currently residing at 2284 Gleim Dri e, Enola, PA 17025. 3. Defendant, Thomas Holding Group, LLC, is a Pennsylvania Limited Corporation with ~ registered office address of 2536 Eastern Blvd. # 141, York, York County, Pennsylvania 17402. 4. On or about May 24, 2011, Defendant, Thomas Holding Group, LLC, executed a Promissory Note, Disclosure for Confession of Judgment,and the related Mortgage and Security Agreement which secured as collateral for the refinance loan sought by Defendants to obtain property located at and known as 209 Evergreen Road, New Cumberland, York County, Pennsylvania. All of Page 1 i the above referenced documents authorized the confession of judgment against the Defendants. A true and correct reproduction of the signed, original documents referenced above are attached. hereto, made part of and incorporated by reference as if fully set forth herein. The documents are marked as follows: a. The Promissory Note is marked as Exhibit "A"; b. The Disclosure for Confession of Judgment for Thomas Holding Group, LLC is marked as Exhibit "B"; and c. The Mortgage and Security Agreement is marked as Exhibit "C". 5. On or about May 24, 2011, Defendant, Wali T. Thomas, executed a Continuing, Unlimited Guarantee along with related Disclosures for Confession of Judgment in connection and. in inducement for Plaintiff to loan the monies referenced herein to Thomas Holding Group, LLC to refinance property located at and known as 209 Evergreen Road, New Cumberland, York County, Pennsylvania. The above referenced documents authorized the confession of judgment against the Defendants. A true and correct reproduction of the signed, original documents referenced above are attached hereto, made part of and incorporated. by reference as if fully set forth herein. The documents are marked as f=ollows: a. Continuing, Unlimited Guaranty of Wali T. Thomas is marked as Exhibit <D». b. The Disclosure for Confession of Judgment of Wali T. Thomas is marked as Exhibit "E": 6. The originals of the aforementioned documents are available, for inspection and production, upon request to Plaintiff. 7. The Promissory Note authorized the entry of judgment after default. 8. The obligation of Defendants, Thomas Holding Group, LLC and Wali T. Thomas, to Plaintiff, AmeriChoice Federal Credit Union, is in default. Page 2 9. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 10. An itemization of the amount due under the Note, including interest, attorneys" commission is as follows: Unpaid Principal through 8/23/2012 $102,844.61 Past Due Interest through 8/23/2012 $1,448.39 Late Fees $79.04 Costs - ($27.50 filing fee) ($200 service) $27.50 Attorneys' Commission (5%) $5 229.97 TOTAL $109,829.51 A copy of the most recent account statement, dated August 23, 2012, is attached hereto, made part hereof and marked as Exhibit "F". Page 3 i WHEREFORE, the Plaintiff, as authorized by the Confession of Judgment warrant contained in the aforementioned documents, demands judgment against the Defendants Thomas Holding Group, LLC and Wali T. Thomas in the total sum of $109,829.51 with interest from August 23, 2012, on the total sum of ($109,829.51), at the rate of .000201388% per day, which computes to a current per diem of $22.12. Respectful] Su Dated: ~,1 1 ~ _ Darrell C. ethlefs, Esquire Attorney Id. No.: 58805 2132 Market Street Camp Hill, PA 1701. l (717)975-9446 Page 4 I PROMISSORY NOTE i?rinci ~.ai Loan Date Maturity' loan No cell t caa Accoaf~t ~Ier ltri is P S1os 20().00 05-24 Zfl~l1 ~S-~4-2t12'I:~ 474~3t~ Dklz 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 item. Any item above containing has been omitted due to text length limitations. BOrrOW@r: Thomas ifolding Group, LLC L@nd@r: AmerlCholce Federal Credit Union 4902 Carilsls Pike Suite 397 2175 Bumble Bee Hollow Road Mechanicsburg, PA 17050 Mechanicsburg, PA 17055 Principal Amount: $105,200.00 Date of Note: May 24, X011 PROMISE TO PAY. Thomas Holding Group, LLC ("Borrower"} promises to pay to AmeriChoice Federal Credit Union ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Flve Thousand Two Hundred & 801100 oilers (3105,200.00}, together with Interest on the unpaid principal balance from May 24, 2011, until paid In full. PAYMENT. Subject to any payment changes resulting from changes In the Index, Bortower will pay this ban in accordance with the toll wing payment schedule, which calcuiales interest on the unpaid principal balances as described in the "INTEREST CALCULATION ME HOO" paragraph using the Interest rates described in this paragraph: 60 monthly consecutive principal and interest payments in the initial erne nt of 3790.39 each, beginning June 24, 2011, with interest calculated on the unpaid principal balances using an Interest rate of 6.500% per nnum based on a year of 360 days; 59 monthly consecutive principal and interest payments in the Initial amount of 1692.99 each, beginning Ju a 24, 2016, with interest calculated on the unpaid prlnclpal balances using an Interest rate based on the highest US Prime Rate as published Wn the Money Ralea Section of the Wall Street Joumal, Eastern Edition (currently 3.250°), plus a margin of 1.000 percentage points, adju#ted if necessary for the mtnlmum and maximum rate Iimitatons for this loan, resulting In an initial Interest rate of 4.500 % per annum based on year of 360 days; and one prlnclpal and Interest payment of 367,349.65 on May 24, 2021, with interest calculated on the unpaid principal ba nces using an interest rate based on the highest US Prime Rate as published In the Money Rates Section of the Wall Street Journal,. Eastern dition (currently 3.250%}, plus a margin of 1.000 percentage points, adjusted If necessary for the mtnlmum and maximum rate limitations f r this loan, resulting In an initial Interest rate of 4.500% per annum based on a year of 360 days. This estimated final payment is based r}n the assumption that all payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued Interest not yet paid, together with any other unpaid amounts under this Note. Unlsss otherwise agreed or requi¢ed by applicable law, payments will be appged first to any late charges; then to any accrued unpaid Inlereat; then to prinelpa[; and then to any unpaid collsctlon costs. Borrower will pay Candor at Lender's address shown above or at such other place as lender may designate In writing. VARIABLE INTEREST RATE. The interest tale on this Note Is subject to change from Ume to time based on changes in an independenfi Index which is the highest US Prime Rate as published in the Money Rates Section of the Wall Street Joumal, Eastern Edition (the "Index"}. The! Index is not necessarily the lowest rate charged by Lender on Its loans. If the Index becomes unavailable during the term of this loan, Lendek may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Bortowers request. The interest rate change will not occur more often than each month. Borrower understands that Lender may make loans based on other rates as welly The index currently Is 3.250% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Nole will be the rlete or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream wit! be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be less than 4.5009ro per annum or more than the maximum rate allowed by applicabl law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the folbwing: (A} increase Borrowers paym~nts to ensure Borrowers ban will pay off by its original final maturity dale, (B} increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrowers payments at the same amount and increase Borrowers final payment. INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 365!360 basis; that Is, by applying the ratio of the lntere~t rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note Is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrowers obligation to continue to make payments under the payment schedule. Bather, early payments will reduce the principal balance due and may result in Borrowers making fewer payments. Borrower agrees not to send 4ender payments marked "paid In full", "without recourse", or similar language. If Borrower sends such a payment, lender may accept it v~thout losing any of Lenders rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All v~ritten communications concerning disputed amounts, including any check or other payment instrument that Indicates that the payment cons(itutes "payment in full" of the amount owed or that is tendered with other condflbns or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriChoice Federel Credit Union, 2175 Bumble Bee Hollow Road, Mechanicsburg, PA 17055. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or 325.00, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, Including failure to pay upon final maturity, the total sum due under this Nole will continue to i;lccrue interest at the interest rate under this Note, with the final interest rate described In this Note applying after maturity, or after maturity j,vould have occurred had there been no default. If judgment is entered in connection with this Note, interest will continue to accrue after the dhte of judgment at the tale in effect at the lime judgment is entered. However, in no event will the interest rate exceed the maximum interest tale limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ('Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchi#se or sales agreement, or any other agreement, in Favor of any other creditor or person that may materially affect any of Borrowers prop9rty or Borrowers ablpty to repay this Nole or perform Borrower's obl'rgalions under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrowers behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. EXHIBIT A _ i PROMISSORY NOTE Loan No: 474230800 (COt1t1t11Ued) Page 2 Death or insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other lertninaGon of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Cornmencemenl of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any cdlaleral securing lh 'loan. This includes a garnishment of any of Borcowers accounts, including deposit accounts, with Lender. However, this Event of Defau shall not apply K there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the cred for or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender mor{les or a surety bond for the creditor or forfeiture proceeding, in an amount determined by lender, in its sole discretion, as being an addquale reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness dr any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indeblddness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid prindpal balance under this Nole and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; FJ(PENSES. Lender may hire or pay someone else to help collect this Note it Borrower does not pay. Borrower will pay Lender That amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, Including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to motility or vacate any automat[c stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either (lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the I~ws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. Thts Nots has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumbleriand County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $30.00 if Borrower makes a payment on Borrower's loan and the check or preauthortzed charge with which Borrower pays is later dishonored. STATUTORY UEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits in all joint and ind~vldual accounts Borrower has with Lender now and In the future. Borrower authorizes Lender, to the extent permitted by applicable law, to ap~ly the balance in these accounts to pay any amounts due under this Note when Borrower is in default under this Note. Shares and deposits In an Individual Retirement Account and any other account that would bee spedal tax Ueatment under state or federal law if given as security ere not subject to the security interest Borrower has given in Borrower's shares and deposits. SUCCESSOR INTERESTS. The terms of this Nole shall be binding upon Borcower, and upon Borrowers heirs, personal represent lives, 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 if .ender reports any Inaccurate information about Borrowers account(s) to a consumer reporting agency. Borrower's written notice describir}g the spedtlc inaccuracy{ies) should be sent to Lender at the following address: AmerlChoice Federal Credit Union, 2175 Bumble Bee Hollow~Road, Mechanicsburg, PA 17055. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this foci will not affect the rest of the Note. Lender may delay oh forgo enforcing any of Its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms pf this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shalt be released from liability. All suds parties agree that Lender may renew or extend (repeatedly and for any length of tim?3) this loan or release any party or guarantor or collateral; or impair, fait to realize upon or pertecl Lenders security interest in the collateral; anp lake any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may odity this loan without the consent of or notice to arryane other than the party with whom the modification is made. The obligal'ans under thi~Nole are joint and several. If any portion of this Note Is for any reason determined to be unenforceable, it will not affect the entorceablllty bf any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT !N THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT AN TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUD ENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND AN AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH OSTS OF SUIT, ANO AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTERES FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FNE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS O E OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT HALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL N T BE F~CHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME 70 TIME AND A7 ALL TIMES UNTIL PAYM NT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE 70 NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT ERHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS :BEEN REPRESENTEb BY INDEPENDENT LEGAL COUNSEL. _ _ _ r PROMISSORY NOTE Loan No: 474230800 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT'OF A SEALED INSTRUMENT ACCORbING TO LAW. BORROWER: THOMAS HOLDING GROUP, LLC ~/~/`l i~ sY,..{NC~I 7i~~ ' tM~a? ~ y Seal} Wali T. Th mas, Member of Thomas Holding Group, LLC lAYtt PIq LwN.y. V~riNOP 006 ~,Vy,,, [.,,vK,.v: SOti`o+v.M 1pJ 10v1 NJ4yr 14~n+J P~[!A^f~~l[^,~O?0[C ill,[O P[N i DISCLOSURE FOR CONFESSION OF JUDGMENT Prlnctpai Loan: Rate Mz~tUflty Lodn ~a cail~~ colt ~ Accaui>at ' er ~ :ln a s' $'f 05 2f3Q,OQ t~5-2~#-20'! ~ Q5=,Z4 2flZ'! +4~~23~$4p fa:iZ 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 item. Any item above containing has been omitted due to text length limitations. Declarant: Thomas Holding Group, LLC Lender: AmeriCholce Federal Credit Union 4902 Carlisle Pike Suite 39T 2175 Bumble Bae Hollow Road Mechanicsburg, PA 17050 Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS ,~4 ~ DAY OF . 20~, A PROMISSORY NOTE FOR x105,200.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISKN THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDII~Y OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNEd, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGI~T TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENT~RING JUDGMENT AG/~IpIST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: ~ f,_~,~-~_„_ B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GNING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSK)N OF JUDGMENT PROVISION IN THE NOTE ALSO CONI~AINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARINQ;, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEMZING DECLARANTS PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED ANO BEFORE EXECUTION ONI THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING T~IESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNEtR~, P~E~~MITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GNING DECLARANT ANY ADVANCE NOTICE. INITIALS: I C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITWLS _ 1. DECLARANT WAS REPRESENTED BY DECLARANTS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITHI THE NOTE. l'~ 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANTS ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: THO,,JJMAS HOLDI OUP, LLC By:'L'G~~~ /yt Qrvl D~ V {Seal) Wali T. Thomas, Member of Thomas Holding Group, LLC lAtill ADl~}V~ 8!/000D6 CAp IbYr i,~slfW~a,~. lfi IM7 ]011 MII\tY M~MN! •M MYsiµq~D!O LC TI~110 PRI EXHIBIT B _ _ 1 A~~gg~H14FFfCE Parcel Identification Number: 09 6399 27-000-14-0005.00-0000 0 RECORDATION REQUESTED BY: AmeriCholcrt Federal Credit Union 2175 Bumble Bee Hollow Road Meehanlesburg, PA 17055 WHEN RECORDED MAIL TO: AmeriCholc decal Credit Union 217 umble Bee Hollow d echanicsburg, PA 17055 2~ ~r~~c.~ ,Poad ~rrr~r ~i Tl~/~? FOR RECORDER'S USE ONLY OPEN -END MORTGAGE AND SECURITY AGREEMENT This instrument is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S. § 8143 and 8144, Act No. 926 of 7990) Amount Secured Hereby: $105,200.00 TF~IS MORTGAGE dated May 24, 2011, is made and executed between Thomas Holding Group, ~ LC, a Pennsylvania limited fiabflity company (referred to below as "Grantor"} and AmeriChoice ~ Federal Credit Union, whose address is Mechanicsburg, PA 17055 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideratlon, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditamenls, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (inGuding stock in utilities with ditch or irrigation rights); and all other rights, royalties, and rofils relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, ~he "Real Property") located In York County, Commonwealth of Pennsylvania: See Exhibit "A", which is attached to this Mortgage and made a part of this Mortgage as if fully set forth herein. The Real Property or its address is commonly known as 209 1=vergreen Road, New •y Cumberland PA 17070. The Real Property parcel identification number is 27-coo-la-boos.oo-ooooo. ~ CROSS~OLLATERALIZATION. In addition to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the r.. Note, whether voluntary or otherwise, whether due or not due, direct or indirect, delerrnlned or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether (.l obBgated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or 1 hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or ~ hereafter may become otherwise unenforceable. Grantor presently assigns to Lender ail of Grantor's right, UUe, and interest in and to all present and future leases of the Property and alt Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security R~GC~~~ AHD R~YURN'f~+ H,~iRRIS©U~IC, FA 17102 EXHIBIT ~ h...._ , ~~'r~ ~ MORTGAGE (Continued} Pags 2 interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS ANO THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF 5105,200.00, 7HE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender aN amounts secured by this Mortgage as they become due and shall strictly perform all of Grantors obligations under This Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantors possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurtence of an Event of Default, Grantor may (1} remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) coiled the Rents from the Properly. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantors ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or vitiation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prtor owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and {3} Except as previously discbsed to and acknowledged by Lender In writing, (a) neither Grantor nor any tenant, contractor, agenk or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b} any such activity shall be conducted In compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environments[ Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lenders purposes onty and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantors due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for Indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemn[ty, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurting prior to Grantors ownersh{p or interest In the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, incuding the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by lenders acquisition of any interest in the Property, whether by foreGosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor wmmit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregdng, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals {including oil and gas), coal, Gay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lenders prior written consent. As a condition to the removal of any Improvements, Lender may regwre Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at IE;ast equal value. Lender's Right to Enter. Lender and Lenders agents and representatives may enter upon the Real Property al all reasonable times to attend to Lender's interests and to inspect the Real Properly for purposes of Grantors compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter In effect, of all governmental authorizes applicable to the use or occupancy of the Property, including without limltatlon, the Americans Wlth Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so bng as, in Lenders sole opinion, Lenders I _ _ _ MORTGAGE (Continued} Page 3 interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lenders interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE -CONSENT BY LENDER. Lender may, at Lenders option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prbr written consent, of all or any part of the Real Property, or any interest In the Real Property. A 'sale or transfer' means the conveyance of Real Property or any right, title or interest in the Real Property: whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright safe, deed, Installment sale contract, land contract, contrect for deed, leasehold interest with a term greater than three (3} years, (ease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or try any other method of conveyance of an interest in the Real Property. However, this option shall not be exercised by Lender If such exercise 1s prohibited by tederal law or by Pennsylvania law. TAXES AND LIEN5. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquency} all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to In writing by Lender, and except for the Ilan of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grenlor may withhold payment of any taz, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lenders interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall wilhln fifteen (15) days after the lien arises or, if a Ilan is filed, wilhln fifteen (15} days after Grantor has notice of the filing, secure the discharge of the lien, or 'rf requested by Lender, deposit with Lender cash or a sufftcient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender al any time a written statement of the taxes and assessments against the Properly. Notice of Construction. Grantor shall notify Lender at least fiReen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Malntenanee of Insurance. Grantor shall procure and maintain polides of fire insurance with standard extended coverage endorsements on a replacement balls for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as lender may request with Lender being named as additional insureds In such liability insurance policies. Additionally, Grantor shall maintain such other insurance, inducting but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each Insurer containing a slipufation that coverage will not be cancelled or dlminished without a minimum of fifteen (15} days' prior written notice to Lender and not wnlainfng any disclaimer of the insurers liability for Failure to give such notice. Each insurance policy also shall lndude an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency es a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the ban, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the ban. I MORTGAGE (Continued) Page 4 Application of Proceeds. Grantor shall promptly notify lender of any foss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lenders security is impaired, Lender may, at Lender's ebction, receive and retain the proceeds of any Insurance and apply the proceeds to the reduction of the Indebtedness, payment of arty Ilen affecting the Property, or the restoration and repair of the Property. If lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not In default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount awing to Lender under this Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantors interests may appear. Grantors Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each extsdng policy of (nsurance showing: (1) the name of the insurer, (2} the risks insured; (3) the amount of the policy; (4) the properly insured, the then current teplacemeni value of such property, and the manner of determining that value; and (S) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lenders interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantors failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantors behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying ell costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incured or paid by Lender to the date of repayment, by Grantor. All such expenses will become a part of the Indebtedness and, al Lender's option, will (A) be payable on demand; (B) 6e added to the balance of the Nole and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) txe treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be In addition to all other rights and remedies to which Lender may be entitled upon pefault. Grantors obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure Judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of •fhis Mortgage: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and dear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance pdicy, tide report, or final title oplnton Issued In favor of, and accepted by, Lender in connection with this Mortgage, and (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor wan'ants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questbns Grantors title or the Interest of Lender under this Mortgage, Grantor shall defend the action at Grantors expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's owm choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request From time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such lime as Grantors Indebtedness shall be paid in full. CONDEMNATION. The following provisions relating to condemnation proceedings are a pert of this Mortgage: Proceedings. If any proceeding in condernnellon is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party In such proceeding. but lender shall be entitled to participate in the proceeding and to be represented In the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such Instruments and documentation as may be requested by Lender from lime to time to permit such _ _ 1 MORTGAGE {Continued} Page 5 participation. Application of Net Proceeds. If ell or any part of the Property is condemned by eminent domain proceedings or' by any proceeding or purchase in lieu of condemnation, Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following pravisfons relating to governmental taxes, fees and charges are a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by lender to perfect and continue Lender's Ilan on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without llmltation ell taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage: (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its avaltaWe remedies for an Event of Default as provided below unless Grantor either (1) pays the lax before it bewmes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender Dash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement, This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to lime. Security Interest. Upon request by Lender, Grantor shall take whatever aUion is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization From Grantor, file executed counterparts, copies or reproductions of this Mortgage as a flnancing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3} days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor {debtor) and Lender (secured party) from which infornalion concerning the security interest granted by this Mortgage may be obtained (each as required by the Unicorn Commercial Code) are as stated on the first page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and addit"ronal authorizallons are a part of this Mortgage: Further Assurances. At any time, and from lime to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, reflled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantors obligations umfer the Note, this Mortgage, and the Related Documents, and (2} the Yens and security Interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incured in connection with the matters refered to in this paragraph. Additional Authorizations. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things as may be necessary or desirable, in Lenders sole opinion, to accomplish the matters referred to in the preceding paragraph. !t is _ 7 MORTGAGE (Continued) Page 6 understood that nothing set forth herein shall require Lender to lake any such actions. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise pertorms alt the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any finandng statement on file evidendng Lender's security interest in the Rents and the Personal Properly. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from fame to time. EVENTS OF DEFAULT. Each of the following, at Lenders option, shall constitute an Event of petault under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Other Defaults. Grantor tails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or In any of the Related Documents or to comply with or to perform any term, oblfgalion, covenant or condition contained in any other agreement between Lender and Grantor. Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to repay the indebtedness or Grantors ability to perform Grantor's obligations under this Mortgage or any of the Related Documents. False Statements, Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, Dither now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or Ifen) at any time and for any reason. Death or Insolvency. The dissolution of Grantors (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by Judicial proceeding, sett-help, repossession or any other method, by any creditor of Grantor or by any govemmenlel agency against any property securing the Indebtedness. This includes a garnishment of any of Grantors accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply If there Is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forteilure proceeding and if Grantor glues Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Brsaeh of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, Including without Iimitalion any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether exlsUng now or later. Events Affecting Guarantor. Any of the preceding events occurs with rasped to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs In Grantor's finandal condftion, or Lender believes the prospect of payment or perfomtiance of the Indebtedness Is impaired. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurence of an Event of Default and at any time thereafter, Lender, at Lenders option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by taw: Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by applicable law, to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and, with or without taking possession of the Property, to collect the Rents, including amounts past due and unpaid, and _ _ _ I MORTGAGE (Continued) Page 7 apply the net proceeds, over and above Lender's costs, against the Indeblsdness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lenders demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exerdse its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, aver and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lenders right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shaA not disqualify a person from serving as a receiver. Judictal Foeedosure. Lender may obtain a judicial decxee foredosing Grantors interest in all or any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere, as attorney for Lender and alt persons daiming under or through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit, shall tie a suffident warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. NonJudielal Sale. If pemtitted by applicable law, Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non Judictal sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indeblsdness due to Lender after application of ail amounts received trom the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property aker the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shalt, at Lender's option, either (t) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at taw or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exerdsing Its rights and remedies, Lender shay be free to sell all or any part of the Property together or separately, in one safe or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sala. Lender shall give Grantor reasonable notice of the lime and place of any public sale of the Personal Property or of the lime after which any prfvate sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten (10) days before the 6me of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by tender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect lenders right to declare a default and exerdse its remedies. Nothing under this Mortgage or otherwise shalt be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to Ifmit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surely or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by taw, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shat[ bear interest at the Nole rate from the date of the expenditure unlit repaid. Expenses covered by this paragraph include, _ i MORTGAGE (Continued) Page 8 without Ifmilation, however subject to any limps under applicable law, Lender's reasonable attomeys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attomeys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic slay or injunction), appeals, and any anlldpaled post judgment collection services, the cost of searching records, obtaining Lille reports (including foreclosure reports}, surveyors' reports, and appraisal fees and tills insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law, any notice required to be given under this Mortgage shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized ovemighl courier, or, if mailed, when deposited in the United States mail, as first class. certified or registered mail postage prepaid, directed io the addresses stwvvn near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage and notices pursuant to 42 Pa. C.S.A. Section 8743, et. seq., shall be sent to Lendefs address„ as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender Intorrned el all times of Grantor's current address. Unless otherwise provided by applicable law, if there Is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grentors. ADVANCE MONEY MORTGAGE. (A) This Mortgage secures future advances made pursuant to the Note or Related Documents, Without limiting the foregoing, this Mortgage secures all advances made by Lender or Banks of any kind or nature described in 42 Pa. C.S.A. § 8144. (B} If Grantor sends a written notice to Lender which purports to limit the indebtedness secured by this Mortgage and to release the obligation of Lender to make any additional advances to or for the benefit of Grantor, such a nonce shall be ineffective as to any future advances made: (1) to enable completion of the improvements on the Real Property for which the loan secured hereby was originally made; (2) to pay taxes, assessments, maintenance charges and insurance premiums; (3) for costs Incurred for the protection of the Property or the lien of this Mortgage; (4) on account of expenses incurred by Lender by reason of a default of Grantor hereunder or under the Related Documents or under the Note; and (5) on account of any other costs incurred by Lender to protect and preserve the Property or the lien of this Mortgage. It is the intention of the parties hereto that any such advance made by Lender after any such notice by Grantor shall be secured by the Iten of this Mortgage on the Property. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters eel forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property Is used for purposes other than Grantor's residence, Grantor shall fumish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shalt require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings In this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing l.aw. This Mortgage will be governed 6y 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. This Mortgage has been accepted by Lender to the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. No Waiver by Lender. lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by {.ender. No delay or omissbn on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lendefs right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shag constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any Future lransaclions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in ail cases such consent may be granted or withheld in the sole discretion of Lender. Severablllty. If a court of competent Jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any c(rcumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other clrcumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality„ invalidity, or _ I _ MORTGAGE (Continued) Page s unenforceabiliry of any provision of this Mortgage shalt not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property al any lime held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successor Interests. The terms of this Mortgage shall be binding upon Grantor, and upon Grahlors heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Time is of the F~sence. Time is of the essence In the performance of this Mortgage. Waive Jury, Ail parties to this Mortgage hereby waive the right to any Jury trial Nn any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless spediically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used In the singular shall indude the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined In this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "borrower' means Thomas Holding Group, LLC and includes all co-signers and co-makers signing the Nole and all their successors and assigns. Default. The word "Default" means the Default sal forth In this Mortgage in the section tilled "Default". Environmental laws. The words "Environmental Laws" mean any and all state, federal and bcal statutes, regulations and ordinances relating to the protection of human health or the environment, including without IimilaGon the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, el seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section iBOi, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto, Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word "Grantor" means Thomas Holding Group, LLC. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, induding without limitation a guaranty of all or part of the Note. Hazardous Substances. The words 'Hazardous Substances" mean materials chat, because of their yuantily, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances' are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without Iimitalion, petroteum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, Interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions For the Note or Related Documents and any amounts expended or advanced by lender to discharge Grantors obligations or expenses incurred by Lender to enforce Grantors obl'rgatians under this Mortgage, together with interest on such amounts as provided in this Mortgage, Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralizalion provision of this Mortgage. Lender. The word "Lender" means AmeriChoice Federal Credit Union, its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated May 24, 2011, in the original principal amount of $105,200.00 from Grantor to Lender, together with all renewals of, extensions of, modifications ot, refinancings of, consolidations of, and substitutions for the promissory Hole or agreement. The maturity date of i MORTGAGE (Continued} Page 10 the Note is May 24, 2021. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words 'Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, end all substitutions for, any of such property; and together wiih all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other dispositlon of khe Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words 'Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory Hates, credit agreements. loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other insWments, agreements and documents, whether now or hereafter existing, executed in connecllon with the Indebtedness. Rents. The word "Rents" means ail present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THI5 MORTGAGE IS GIVEN UNDER SEAL AND IT [S INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO IAW. GRANTOR: THOMA/AS HOLDING GROUP, LLC ~ ~,V gy~~V(~{.~ ^ IvlQf11W" _ (seal) Wati T. Thoma Member of Thomas Holding Group, LLC CERTIFICATE OF RESIDENCE ..ri I hereby certify, that the precise address of the mortgagee, AmeriChoica Federal Credit Union, rein is as follows: 2175 Bumble Bee Hollow Road, Mechanicsburg, PA 17055 µ~/J Attorney Agent for Mortgagee MORTGAGE (Continued) Page 11 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) 1n ) SS COUNTY OF 'l?G..~ ID~t 1~ ) On this, the day of ~ ~-'ar , 20 before me ~O undersigned Notary P tic, personally appeared Walf T. Thomas, Member of Thomas Hol n Group, LLC, who ack awledged himself or herself io be the member or designated agent of Thomas Holding Group, LLC, a Limited Liability Company. and that he or she as such a member or designated agent, being authorized to do so, executed the foregoing Instrument for the purposes therein contained by signing the name of the Limited Liability Company by himself or herself as a member or designated agent COIIi1fUlONW~ki~~p~FIQ~f~LyAyy~/q aet my hand and otrcial sea . NOTARIAL SEAS ~ CJ`s MONIQUE M. VALENTIN, Notary Pltblic City of Harrisburg, Dauphin County Notary Publi in a d for the Slate of },~`Gy~t ~f Catmission Expires Aug. 21, 2011 1 LASER PRO Lending, Ver. 5.56.00.005 Copr. Harland Finandal Solutions, Inc. 1997, 2011. All Rights Reserved. - PA M:1CFIILPLIG03.FC TR-110 PR-6 _ i ALL THAT CERTAIN piece or parcel of land situate in Fairview Township, York County, Pennsylvania, bounded and described in accordance with a survey by Gerrit J. Betz, Associates, Inc. dated May 21, 1976, as follows: BEGINNING at hub on the eastern right of way line of Evergreen Road at the dividing line between the major portion of Lot No. 5 and the remainder of Lot No. 5 on the hereinafter mentioned Plan of Lots, said point also being 315 feet south of the southeast corner of Evergreen Road and Chen:y Hill Drive; thence along said dividing line North 55 degrees ] 9 minutes East 144.27 feet to a hub on the line of Lot No. l2 on said Plan of Lots; thence along said line and line of Lot No. 13, South 53 degrees 55 minutes East 70.14 feet to a hub at the dividing line between Lot No. 6 on said plan and the premises herein described; thence along said line South 47 degrees 3 minutes West 158.85 feet to a hub on the eastern right of way line of Evergreen Road; thence along said right of way line North 42 degrees 57 minutes West 39.51 feet to a point; thence continuing along Ever~en Road along a curve to the right having a radius of 350 feet an arc distance of 50.49 feet to a point, the place of BEGINNING. BEING the major part of Lot No. 5, Block Plan of Cherry Hill, as recorded in Plan Book K. Page 98. HAVING thereon erected a stone ranch type dwelling known as No. 209 Evergreen Road. PREMISES being: 209 Evergreen Road, New Cumberland, PA 17070. BEING the same premises which Fannie Mae a/lc/a Federal National Mortgage Association by its Attorney in Fact Phelan Hallinan & Schmieg, LLP by Power of Attorney recorded 02(27/09 BK 2007 PG 2463,1NST#2009010215 by Deed dated February 2, ZO11 and recorded February 11, 2011, in the Recorder of Deeds Office in and for Cumberland County, Pennsylvania, in Book 2115, Page 2019, granted and conveyed unto Grantor herein. _ _ i ti•.:~ ~ .a u.,,rr.. ~ ~ ~ YORK COUNTY RECORDER OF DEEDS -A~ , ~ 28 EAST MARKET STREET ~ . ~ _ YORK PA 17401 ~ ~ Randi L. Reisinger -Recorder _ y~" lit Instrument Number - 2011425559 Book - 2128 Starting Page - 3601 Recorded On 5/27/2011 At 11:37:45 AM * Total Pages - 13 * Instrument Type -MORTGAGE Invoice Number - 939787 * Grantor -THOMAS HOLDINGS GROUP LLC * Grantee - AMERICHOICE FEDERAL CREDIT UNION User - JDB * Received By: COUNTER. * Customer -KIM HOPKINS * FEES PARCEL IDENTIFICATION NUMBER STATE WRIT TAX $ 0.5 0 270001400050000000 JCS/ACCESS TO JUSTICE $23.50 Total Parcels: 1 RECORDING FEES $29.00 AFFORDABLE HOIISING $11.50 PIN NUN~ER FEES $10.00 COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $79.50 I Certify This Document To Bey Recorded In York County, Pa. ~G6R ' R C~ . - ~A J ~ N e~ R«oora~ of Deeds RKCOU++<'t' THIS IS A CERTIFICATION PAGE PL.EA,SE DO NOT DETACH THIS PAGE IS NOW PART OF THIS LEGAL DOCUMENT * -Information denoted by an asterisk may change during the verification process and may nat be reflected on this page. Book: 2128 Page: 3613 COMMERCIAL GUARANTY Principal Loan Rafe 1Vtafe~~ity Loan Na tali ~ Cott Account Qf#}cer lni alt+ f~Z ; References in the boxes above are for Lender's use only and do not Ifmit the applicability of this document to any particular ban or item. Any Item above containing has been omitted due to text length Ilmllations. Borrower: Thomas Holding Group, LLC Lender. AmeriCholee Fedarei Credit Union 4902 Carlisle Pike Suite 397 2175 Bumble Bee Hollow Road EXHIBIT Mechanicsburg, PA 17050 Mechanicsburg, PA 17055 Guarantor: Wall T. Thomas 2284 Gleim Drive Enola, PA 17025 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and uncondititpnalty guarantees full and punctual payment and satisfact'wn of the Indebtedness of Borrower to Lender, and the performance and discharge pf all Borrowers obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collectl so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Gua~antor will make any payments to Lender or Its order, on demand, in legal lender of the United States of America, in same~ay funds, without set-pff or deduction or counterclaim, and will otherwise pertorm Borrowers obligations under the Note and Related Documents, Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used In this Guaranty means Loan No,: 474230800. CONTINUING GUARANTY. THIS IS A 'CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL11AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTINcp OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS, ACCORDINGLY, ANY PAYMENTS MADE ON j THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FORjANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A 2ER0 BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty wit! take effect when received by Lender without the necessity of any acceptance by Lender, qr any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurted or contracted before receipt by Ler>der of any notice of revocation shall have been fully and Penally paid and satisfied and all of Guarantors other obligations under this Guaranty shall) have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written noti of revocation must be mailed to Lender, by certified mail, at Lenders address listed above or such other place as Lender may designate in wr~itlng. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written ra don. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notirre of revocatlan is contingent, unilquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. FoF this purpose and without limllatlon, "new Indebtedness" does not include all or part of the Indebtedness that is: insured by Borower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modificati s of the Indebtedness. This Guaranty shall bind Guarantors estate as to the Indebtedness created both before end after Guarantors de~th or incapacity, regardless of Lenders actual notice of Guarantors death. Subject to the forego(ng, Guarantors 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 same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor undeF this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors and ' this Guaranty, k Is anticipated that fluctuations may occur In the aggregate amount of the indebtedness covered by this Guaranty, and Gua ntor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars (50.00), shall net wnst to a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantors heirs, successors and asalgns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time ba zero dollars (50.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notl~Ce or demand and without leasening Guarantor's liability under thla Guaranty, from time to time: (A} prior to revocation as set forth above, to rrtake one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to ebRend additional credit to Borrower, (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the lima for payment or other terms of the tndebtedness or any part of the Indebtedness, including inueases and decreases of the rate of interest odti the Indebtedness; extensions may be repeated and may be for bnger than the original loan farm; (C) to take and hold security for the payment of this Guaranty or the tndebtedness, and exchange, enforce, waive, subordinate, fail ar decide not to perfect, and release any such security with or without the substitution of new coltaleral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrowers sur ties, endorsers, or other guarantors on any farms or in any manner Lender may choose; (E) to determine how, when and what applicaiibn of payments and credits shall be made an the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, ind~ding without limllatlon, any nonjudiciat sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in Its dis etlon may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfeY this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no represantatio' s or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (8) this Guars ty 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 Gua anty; (D) the provisbns of this Guaranty do not conflict with or result in a defauN under any agreement or other instrument binding upon Gua ntor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor, (E) Guarantor has not and will not, wi bout the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially BII of Guarantor's assets, or any interest therein; (F) upon Lenders request, Guarantor will provide to Lender financial and credit intormatlon inlform acceptable to Lender, and all such financial information which currently has been, and all fu lure financial information which will be provideed to Lender is and will be true and correct in all material respects and fairly present Guarantors financial condition as of the dates the financial information Is provided; (G) no material adverse change has occurred in Guarantors finandal condition since the dale of the most rbcent finandal statements provided to Lender and no event has occurred which may materially adversely affect Guarantors financial condition' (H) no litigation. claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pend~g or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower, and (J) Guarantor has eslebl shed adequate means of obtaining from Borrower on a continuing basis information regarding Borower's financial condition. Guarantor agr s to keep adequately intortned from such means of any facts, events, or circumstances which might in any way affect Guarantors risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acqulrhd by _ _ I COMMERCIAL GUARANTY Loan No: 474230800 (Continued) Page 2 Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to fumish Lender with the following: Tax Returns. As soon as available, but in no event later than ninety (gt)) days after the applicable Filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a tax professional satisfactory to Lender. Additional Requirements. Guarantor shall fumish a personal financial statement to Lender annually upon presentation of the required tax return. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and wrtecL GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lehding money or to extend other credit to Borrower, {B) to make any presentment, protest, demand, Or notice of any kind, including notice oM any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonactlon on the part of Borr~wer, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or addi "onal loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, inGuding Borrower or any other guarantor, {D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) td give notice of the terms, time, and place of any public or private sate of personal property security held by Lender from Borrower or to compl~ with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lenders power; or (G) to comet t any act or omission of any kind, ar at any lime, 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 rigfnts or defenses arising by reason of (A) any "one action' or "anti-deficiency" law or any other law which may prevent Lender from bringln~ any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or wmpletlon of any foredosure action, either judicially or ny exercise of a power of safe; (B) any election of remedies by Lender which destroys or otherwise adversely a acts Guarantor's subrogation rights or Guarantors rights to proceed against Borrower for reimbursement, inducting without limitation, any Igss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (G) any disability or other defertsa of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, iother than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unju lifted impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender a ainst Guarantor is commenced, there is outstanding indebtedness which is not barred by any applicable statute of limitations; or (F) any def Haas given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borr er, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtor, the Indebtedness shall be considered unpaid for fhe 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 Guaranty fqr any claim of setoff, counterclaim, counter demand, recoupmenl or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warcanls and agrees that each of the waivers set forth atxpve is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonabl{~ and not contrary to public policy or law. If any such waiver is detennlned to be contrary to any applicable law or public policy, such waiver shlell be effective only to the extent permitted by law or public policy. STATUTORY LIEN. Guarantor agrees that all Guarantor's obligations under this Guaranty are secured by all shares and deposits in all joirll and individual accounts Guarantor has with Lender now and in the future. Guarantor authorizes Lender, to the exteni permitted by applicable Is~w, to hold these funds If there is a default and Lender may apply the (ands in these accounts to pay what Guarantor owes under the terms df this Guaranty. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Guarantor has given in Guarantor's shares and deposits. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any dafm that Guarantor may rrow have or hereafter acquire against Borrower, whether or not Borrower ber~omes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, td~ any Balm that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefl of creditors, by voluntary liquidation, or othervvise, the assets of Borrower applica le to the payment o! the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the lndebte~ness. Guarantor does hereby assign to lender all dolma which It may have or acquire against Borrower or against any assignee or trus a in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment m legal tender of the Indebtedness, If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation staterfnents and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its Hghts under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parttilees as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lenders legal expenses, incurred in connection with the enforcement of This Guaranty. Lender may hire ov pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and exp~nses include Lenders reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' feed and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, andf any anticipated post-judgment collection services. Guarentor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or deflhe 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 'federal laW, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. _ _ _ _ _ _ I COMMERCIAL GUARANTY Loan No: 474230800 (Continued) Page 3 Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts. of Cumberland County, Commonwealth of Pennsylvania. integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions andl paral evidence is not required to interpret the leans of this Guaranty. Guarantor hereby Indemnifies and hdds Lender harmless from all Idsses, claims, damages, and costs (incuding lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor bf the warranties, rapresentallons 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 singulat shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Bo over named in this Guaranty w when this Guaranty is exewted by more than one Guarantor, the words "Borrower" and "Guar plot' respectively shall mean all and any one or more of them. The words 'Guarantor," "Borrower," and "Lender' include the heirs, succe ors, assigns, and transferees of each of them. if a court finds that any provision of this Guaranty is not valid or should not be enforce ,that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest f the provisions of this Guaranty even if a proviston of this Guaranty may be found to be invalid or unenforceable. If any one or rrt~re of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to i{~quire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to pct on their behalf, and any indebtedness made or cxeated in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (~rnless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the (Jnited States mail, as first class, certified or registered mail postage prepaid, directed fo the addresses shown near the beginning of this Gu~ranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section f this Guaranty entitled "DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving formal v~ritten notice to the other parties, specifying that the purpose of the notice is to change the party's address. For police purposes, Guarantor agrees to keep Lender inlorrned at all times of Guarantors wrrenl 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 aH Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writirjg 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 anyl other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to d mend strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing be een Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any Future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not con~stitule continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withField in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantors heirs, pelrsonal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial In any action, proceeding, or eounterelalm brought by'either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless ape tally stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not olhkrvnse defined in this Guaranty shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word "Borrower" means Thomas Holding Group, LLC and includes all co-signers and co-makers signing the Note end all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting prtndples. Guarantor. The word 'Guarantor" means everyone signing this Guaranty, including without limitation Wali T. Thomas, and in each case, any signers successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word 'Indebtedness" means Borrowers indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means AmeriChoice Federal Credit Union, its successors and assigns. Note, The word "Note" means and includes without limitation all of Borrowers promissory notes and/or credit agreements evil ndng Borrowers loan obligations In favor of Lender, together with all renewals of, extensions of, modifications of, refinandngs af, consoll~ations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral nwrtgages, and all other instrurlnents, 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 Ofd THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT AN TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST,' LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURIN THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE U PAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT MOT LESS THAN FIVE HUNDRED DOLLARS $500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, TFIIS GUARAN OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUA NTY 70 CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED 8Y ANY FJCERCISE OF THAT AUTHORITY, BUT HALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUA NTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY .SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATNE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF _ _ _ COMMERCIAL GUARANTY Loan No: 474230800 (Continued) Page 4 JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THLS GUARANTY AND AGREES TQ? ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTNE UPON GUARANTOR'S EXECUTION~AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WIt.L CONTINUE UNTIL TERMINATED IN THE MANNER SET ~RTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUA NTY EFFECTNE. THIS GUARANTY IS DATED MAY 24, 2011. THIS GUARANTY IS GIVEN UNDER SEAL AND R IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFIFECT OF A SEALED INSTRUMENT ACCORDING TO L.AW. GUARANTOR: ~ " X'~~.(f - ~'l Prn ~.i V _ {Seal) Wali T. Thomas INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF'~'~~ ) On this t e, day of , 20~~ before me ~ ~ ,the undersigned Nola ub[ic, personally appeared Wali T. Thomas, known to me (or satis a t IY prove-n)"to be he person whose name is subscribed to the wllhin instrument, and acknowledged that he or she executed the same fbr the purposes therein contained. f, I hereunto set m hand and official seal. ~~~IV,~~~li u: r'ENNSYi.~IANlA NOTARIAL SEAL IIi0~11QUE M. VALENTIN, Notary Public Notary Public'n a for the State of ~C.' City of Harrisburg, Dauphin Coanty V Col~flvssion Expires Aug. 21, 2011 IAYRaM taQ.q, Wr fN00 fiM Qp Ha~Y~n imnrp+SoW.on Yrc 1MT, Tptf NIIro Revw.O PA M•C[~~aa~EX, EC TR~[0 fNf _ _ _ r DISCLOSURE FOR CONFESSION OF JUDGMENT Principal Loan::Dale Ma~tta~ty [:oar~.Nn calttCa~~ ~ Accorat?t Officer ais $'Ifl52©U.O~ 05-24~fl'!~ Ct5-24-202i~ d~4:~$D~OEi ~ References in the boxes above are for Lender's use only and do not limit the applicability oT this document io any partkular loan or item. Any item above containing has been omitted due to text ten th limitations. Borrower: Thomas Holding Group, LLC Lender: AmerlChoice Federal Credit Union 4902 Carlisle Pike Suite 397 2175 Bumble Bee Hdlow Road Mechanicsburg, PA 17050 Mechanicsburg, PA 17055 Declarant: wall T. Thomas 2284 Glaim Drive Enola, PA 17025 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS 'T~DAY OF / 20~, A GUARANTY FOR AN UNLIMITED AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITINOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AVNARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS HAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING TIHESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERI G JUDGMENT AGAINST ME BY CONFESSION A5 PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. I FURTHER UNDERSTAND THAT iN ADDITION TO GN[NG LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADV,~INCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT W~ULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, 1N FULL OR PARTIAL PAYMENT OF THE JUDGMENT. 1N EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE N~TlCE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY! AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN A Y MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GNING ME ANY ADVANCE NOTICE. INITALS: 4+.' C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: fNITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATNE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARAANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 510,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT 1 RECENED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND tT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING 70 LAW. DEC~LA/RAN//T% X " C/L~-~-C / ~'1 n1 ~ ~~Y {Seal) Wali T. Th as IAtEP PIq LPnF.P. V,r •M 00 OOf CAp „YW fuunaai Sdu,OM Yq 1Pq }Ott N14ab P,y„O PA 4,C[~ti ry,.01p LG Tq~,p Pq•~ EXHIBIT E _ _ _ _ _ i ,~~~,.~,'~"'4~~ '~'13L?~S1d. ~itJL~.~~~~ ~ i.oa~ ry~rc~,. ~+.?~7N~'~4 ~CSda,N a'~~~'cx~ ~~3,i,'~..i,1<: ir.,.. 1J«.c4Y.~i " t- ~ _ « . _.~e _ ' . t~ Y"5~.3.~ i ~ 34,~FZ~t' i 3 .f.~~ a ! i 5t ~633'~ rt ~ i S . ~ °F Js b~!rrc;l IiAS R~Yri:~+' 't'.JI 3YrNC Dn D [n9;itD EXHIBIT F i >a.~~ c~12 AUG 27 P!~ 1~: Q~ ~UM~€RL~iP~lj CE7~11'Y p~Nt~SY! VAfaIA Darrell C. Uethiefs. Esquire IU # 58805 Dethlefs-Pykosh Law Group. LLC 2132 Market Street Camp Hill, Pennsylvania 1701 1 'telephone - (717) 975-9446 Fax - (717) 975-2309 i)Uethlcfsu aoLc~m~ AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, v. THOMAS HOLDING GROUP, LLC, and No.: WALI T. THOMAS, Confession of Judgment Defendants Complaint pursuant to Pa.R.C.P. 2952 Certificate of Residence pursuant to Pa. R.C.P. 2951(a)(2) 1, Darrell C. Dethlefs, Esquire, hereby certify, based upon research conducted by me and a' review of documents provided to me that the addresses of the parties are as follows: 1. Plaintiff, AmeriChoice Federal Credit Union, is a business existing under the laws of the Commonwealth of Pennsylvania, with its principal office located at 2175 Bumble Bee Hollow Road, Mechanicsburg, Cumberland County, Pennsylvania 17055. 2. Defendant, Thomas Holding Group, LLC, Pennsylvania Limited Liability Company with a registered office address of 2536 Eastern Blvd. # 141, York, York County, Pennsylvania 1'7402. Page 1 i 3. Defendant, Wali T. Thomas, is an adult individual currently residing at 2284 Gleim Drive, Enola, PA 17025. Dated: ~ ' l Darre . Dethlefs, Esquire Attorney Id. No.: 58805 2132 Market Street Camp Hill, PA 17011 (717) 975-9446 Page 2 _ _ ~ AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, v. THOMAS HOLDING GROUP, LLC, and No.: WALI T. THOMAS, Confession of Judgment Defendants Complaint pursuant to Pa.R.C.P. 29.52 Service Instructions for Sheriff of Cumberland County: 1. Defendant, Thomas Holding Group, LLC, Pennsylvania Limited Liability Company with a registered office address of 2536 Eastern Blvd. # 141, York, York County, Pennsylvania 17402. It!is requested that service be made at this address. 2. Defendant, Wali T. Thomas, is an adult individual currently residing at 2284 Gleim Driive, Enola, PA 17025. It is requested that service be made at this addre Respectfu ubmitted: Dated:_~ - Darrel . Dethlefs, Esquire Attorney Id. No.: 58805 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone: 717-975-9446 e-mall: 1)[)cthlefs'ha~~l c~?n~-~ AMERICHOICE FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. WALI T. THOMAS, : NO.: 2012-5350 : CIVIL ACTION - LAW Defendant ACCEPTANCE OF SERVICE TO THE PROTHONOTARY: 1, Wayne G. Gracey, Esquire, Attorney for Wali T. Thomas, hereby accept service of the Complaint that was filed at Action No. 2012-5350. Respectfully Submitted, Date: (jGt- 149, Z-Vt Z 4r-JW%#7 FW4rxAt-? Wayne G. Gracey, Es ire Gateway Executive Su es 6864 Susquehanna Trail South York, PA 17403 Phone: (717) 818-4713 N .- rn Ca ' t i rn c s e ? AMERICHOICE FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. THOMAS HOLDING GROUP, LLC, NO.: 2012-5350 - CIVIL r-j CONFESSION OF JUDGMENT c -03 N mrn R ACCEPTANCE OF SERVICE r- .C TO THE PROTHONOTARY: Z r-n -` CO C rn?.= _n co-n 7 °M D I, Wayne G. Gracey, Esquire, Attorney for Thomas Holding Group, LLC, hereby accept service of the Complaint that was filed at Action No. 2012-5350. Respectfully Submitted, Date: , 0-)-2-1 2 Wayne G,.Grace4 Esquire Gateway xecutiv uites 6864 Susquehanna Trail outh York, PA 17403 Phone: (717) 818-4713