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Home My WebLink About14-0797 n AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, , V. L . _ i WAFAA HEGAZI, aka WAFAA G. No.: jq— 79 rn rn r �` ZIADA Confession of Judgment Defendant Complaint pursuant to Pa.R.C.P -52 CD CD NOTICE OF DEFENDANT'S RIGHTS 3' ry !' .� 3> TO: Wafaa Hegazi, aka Wafaa G. Ziada: A judgment in the amount of $3,764,598.97 with interest from February 10, 2014 on the unpaid principal balance of ($ 3,365,732.42 ), at the rate of 5% per annum, which computes to a current per diem of $ 467.4628 and a late charge of 5.000% of the unpaid monthly payment past due, which computes to a minimum monthly late charge per diem of $44.29, has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER 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 STRE CARLISLE PA 17013 (717) 321 - 4696 BY: _ Darrel C. Dethlefs, Esquire DETHLEFS - PYKOSH LAW GROUP, LLC Attorney Id. No.: 58805 2132 Market Street -00 Pd a4 Camp Hill, PA 17011 (717) 975 -9446 Ddethlefs @aol.com Darrell C. Dethlefs, Esquire ID # 58805 Dethlefs - Pykosh LaNv Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone — (717) 975 -9446 Fax — (717) 975 -2309 DDethlefsLre)aolxom AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V . WAFAA HEGAZI, aka WAFAA G. No.: / q ' -79) 6a ZIADA, Confession of Judgment Defendant, Complaint pursuant to Pa.R.C.P. 2952 CONFESSION OF JUDGMENT Pursuant to the Confession of Judgment paragraph/warrant contained in the Commercial Guaranty dated July 29, 2009, and the Disclosure for Confession of Judgment dated July 29, 2009, the original(s) or copie(s) of which are attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against Defendant, Wafaa Hegazi, as follows: Unpaid Principal through 02/10/2014 $3,365,732.42 Accrued Interest through 02/10/2014 $52,823.30 Late Fees pursuant to the note $4,041.68 Costs - ($46.00 filing fee) ($100 service) $146.00 Attorneys' Commission (10% as set forth on Page 3 of the Guaranty signed by Wafaa Hegazi- Se_e Exhibit "C" attached hereto.) $341,855.57 TOTAL $3,764,598.97 Page I with interest from February 10, 2014 on the unpaid principal balance at the rate of 5% per annum, which computes to a current interest per diem of $467.4628 and a late charge of 5.000% of the unpaid monthly payment past due, which computes to a minimum monthly late charge per diem of $44.29. Respectfu y S bmitted, Dated: Darrelf Dethlefs, Esquire DETHLEFS- PYKOSH LAW GROUP, LLC Attorney Id. No.: 58805 2132 Market Street Camp Hill, PA 17011 (717) 975 -9446 Ddethlefs @aol.com Page 2 Darrell C. Dethlefs, Esquire ID # 58805 Dethlefs- Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone — (717) 975 -9446 Fax — (717) 975 -2309 DD eth I efs (a ao 1.com AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, , V . , WAFAA HEGAZI, aka WAFAA G. No.: ZIADA, Confession of Judgment Defendant Complaint pursuant to Pa.R.C.P. 2952 COMPLAINT CIVIL ACTION — COMPLAI 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 2175 Bumble Bee Hollow Road, Mechanicsburg, Cumberland County, Pennsylvania 17055. 2. Defendant, Wafaa Hegazi is an adult individual with a current address located at 15 President Street, Oakdale, New York, 11769. Wafaa Hegazi is also known as Wafaa G. Ziada. 3. On or about August 20, 2008, Dineshchandra G. Patel, as member of True Green Homes, LLC, executed a Promissory Note for the loan sought by True Green Homes, LLC to purchase property located at and known as 1700 Harrisburg Pike, Middlesex Township, Cumberland County, Pennsylvania. The Note authorizes the confession of judgment against the Borrower, True Green Homes, LLC. A true and correct reproduction of the signed, original document(s) referenced above Page 1 are attached hereto, made part of and incorporated by reference as if fully set forth herein. The document(s) are marked as follows: a. The Promissory Note is marked as Exhibit "A ". 4. On or about July 29, 2009, True Green, LLC, sold the subject property. In connection with the sale, Farouk Hegazi as authorized member of Suite Dreams, LLC and Oakdale Suites, LLC executed an Assumption Agreement dated July 29, 2009; and an Assignment, Assumption, Consent and Release Agreement, also dated July 29, 2009. The above referenced document(s) authorize the confession of judgment. 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. Assumption Agreement is marked as Exhibit `B "; and b. Assignment, Assumption, Consent and Release Agreement is marked as Exhibit "C" 5. Wafaa Hegazi, aka Wafaa G. Ziada guaranteed the Assumption of the Loan by Suite Dreams, LLC and Oakdale Suites, LLC. Thus, on July 29, 2009, Wafaa Hegazi, aka Wafaa G. Ziada, executed a Commercial Guaranty dated July 29, 2009, in which she absolutely and unconditionally guaranteed the full and punctual payment of the indebtedness evidenced by the Note attached hereto as Exhibit "A ". The Commercial Guaranty is a continuing guaranty of payment and performance and not of collection. On July 29, 2009, Wafaa Hegazi, aka Wafaa G. Ziada also executed a Disclosure for Confession of Judgment. 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. Commercial Guaranty is marked as Exhibit "D "; and b. Disclosure for Confession of Judgment for Wafaa Hegazi, aka Wafaa G. Ziada is marked as Exhibit "E ". Page 2 6. The originals of the aforementioned documents are available, for inspection and production, upon request to Plaintiff. (Account numbers have been redacted from the copies attached hereto. Undredacted copies are available for inspection by the Plaintiff or the Court). 7. The Commercial Guaranty authorizes the confession of judgment. 8. The obligation of Defendant, Wafaa Hegazi, to Plaintiff, AmeriChoice Federal Credit Union, is in default. The indebtedness guaranteed by Defendant is past due for the November 20, 2013, December 20, 2013 and January 20, 2014 payments. This past status is a "payment default" under the terms of the loan documents attached hereto as exhibits. 9. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 10. Judgment has not been entered on the instrument(s) in any jurisdiction. 11. There have been no assignments made of the instrument(s) by plaintiff. 12. An itemization of the amount due under the Note, including interest, attorneys' commission is as follows: Unpaid Principal through 02/10/2014 $3,365,732.42 Accrued Interest through 02/10/2014 $52,823.30 Late Fees pursuant to Note $4,041.68 Costs - ($46.00 filing fee) ($100 service) $146.00 Attorneys' Commission (10% as set forth on Page 3 of the Guaranty signed by Wafaa Hegazi- See Exhibit "C" attached hereto.) $341,855.57 TOTAL $3,764,598.97 A true and correct reproduction of the most recent account statement, dated February 10, 2014, is attached hereto, made part hereof and incorporated by reference as if set forth fully herein. The document is marked as Exhibit "F ". Page 3 WHEREFORE, the Plaintiff, as authorized by the Confession of Judgment warrant contained in the aforementioned documents, confesses judgment against the Defendant, Wafaa Hegazi, in the total sum of $ 3,764,598.97 with interest from February 10, 2014 on the unpaid principal balance at the rate of 5% per annum, which computes to a current interest per diem of $467.4628 and a late charge of 5.000% of the unpaid monthly payment past due, which computes to a minimum monthly late charge per diem of $44.29 Respectfully ub , itted, Dated: Darrell C. ethlefs, Esquire DETHLEFS - PYKOSH LAW GROUP, LLC Attorney Id. No.: 58805 2132 Market Street Camp Hill, PA 17011 Telephone (717) 975 -9446 Ddethlefs @aol.com Page 4 PROMISSORY NOTE PriliCipal Loan Date , Motuttty Lr:bn 1118 _ Cotta Cos)+ ACCDtillt Officer )tiiYiais $4,00.0,000,00 08 -20 -200.,8 68 "20 6iia; qL References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular EXHIBIT Any item above containing "" " has been omitted due to text length lim itations. Borrower: True Green Homes, LLC Lender: AmeriChoice Federal Credit Union 1005 Azlen Lane 2175 Bumble Bee Hollow Road Chalfont, PA 18914 Mechanicsburg, PA 17055 Principal Amount: $4,000,000,00 Date of Note: August 20, 2008 PROMISE TO PAY. True Green Homes, LLC ( "Borrower ") promises to pay to AmeriChoice Federal Credit Union ( "Lende("), or order, in lawful money of the United States of Arnerica, the principal amount of Four Million & 00 /100 Dollars ($4,000,000.00), together with interest on the unpaid principal balance from August 20, 2008, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of $30,285.48 each, beginning September 20, 2008, with interest calculated on the unpaid principal balances at an interest rate of 6.600% per annum; 59 monthly consecutive principal and interest payments in the initial amount of $29,140.58 each, beginning September 20, 2013, with interest calculated on the unpaid principal balances at an interest rate bas.ed on the highest US Prime Rate as published in the Money Rates Section of the Wall Street Journal, Eastern Edition (currently 5.000 %), plus a margin of 1.000 percentage points, resulting in an initial Interest rate of 6.000 %; and one principal and interest payment of $2,643,480.42 on August 20, 2018, with interest calculated on the unpaid principal balances at an interest rate based on the highest US Prime Rate as published In the Money Rates Section of the Well Street Journal, Eastern Edition (currently 5.000 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 6.000 %. This estimated final payment is based on 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. Unless otherwise agreed or required by applicable law, payments will be applied first to any late charges; then to any accrued unpaid interest; then to principal; and then to any unpaid collection costa. The annual interest rate for this Note is computed on.a 3651360 basis; that is,.by applying the ratio of-the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the highest US Prime Rate as published in the Money Rates Section of the Well Street Journal, Eastern Edition (the "Index "i. 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, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's 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 well. The Index currently is 5.000% per annum. The Interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate 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 will be effective as of the last payment date of the just - ending payment stream. NOTICE: Under no circumstances will the interest rpte on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT. 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 Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of.Lender's rights under this Note, and. Borrower will remain obligated to pay any furiher amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes •' payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AmeriChoice Federal 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 $25.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the total sum due under this Note will continue to accrue interest at the interest rate under this Note, with the final interest rate described in this Note applying after maturity, or after maturity would have occurred had there been no default. If lucgr -rent is entered in connection with this Note, interest . wi_ll1 time to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest exceed the maximum interest rate limitations under applicable law. ,i DEFAULT. Each of the following shall constitute On 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 of 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, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Barravrer's obligations under this Note of any of the related documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any loan. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any materiel respect, either now or at the time rnade or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws trorn Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, PROMISSORY NOTE Loan No: (Continued) Page 2 or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, sell -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and it Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being on adequate reserve or bond tot the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes 'incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. LENDER'S RIGHTS, Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable low, Lender's reasonable attorneys' lees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. if not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by 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 laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland 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 preauthorized charge with which Borrower pays is later dishonored. STATUTORY LIEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply 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 lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given In Borrower's shares and deposits. SUCCESSOR INTERESTS. The', terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: AmeriChgice Federal Credit Union, 2175 Bumble Bee Hollow Road, Mocha riidsbu rg, `PA' 1- 7055. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note, Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees of endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interost in the collateral; and take any other action deemed necessary by Lender without the Consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is mode. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of 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 IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR A ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT Ell - HER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT. LEGAL COUNSEL. PROMISSORY NOTE Loan No: {Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER:. , `I ( TRUE GREEN HOM L 1' By; �� /'I (Seal) Dineshchandr ,itelJMember of True Green Homes, LLC - -- 'gas,. vay ..w.�o. V. 6 36 ,o m, cow u nal�, .....� ASSUMPTION AGREEMENT THIS AGREEMENT is made as of this �� of J �__ 2009, by and between AmeriChoice Federal Credit Union, 2175 Bumble Bee Hollow Road, Mechanicsburg, PA 17055 (hereinafter "Lender "), True Green Homes, LLC, a Pennsylvania limited liability company, with an address of 1005 Azlen Lane, Chalfont, PA 18914 (hereinafter "Original Borrower ") and Suite Dreams, LLC, a Pennsylvania limited liability company, with an address of 1700 Harrisburg Pike, Carlisle, PA 17015 and Oakdale Suites, LLC, a Pennsylvania limited liability company, with an address of ,1700 Harrisburg Pike, Carlisle, PA 17015 (hereinafter collectively "Assuming Borrowers "). Recitals 1. Lender is the holder of a Promissory Note dated August 20, 2008 (hereinafter "Note "), executed and delivered by Original Borrower to Lender to evidence a commercial mortgage loan in the original principal amount of $4,000,000.00 (hereinafter "Loan "). The Loan is further evidenced by a Business Loan Agreement dated August 20, 2008 (hereinafter "Loan Agreement "). 2, The Loan is secured by a mortgage dated August 20, 2008, recorded August 22, 2008 to Instrument No. 200828593 (hereinafter "Mortgage ") executed and delivered by Original Borrower to Lender and recorded as a first lien against 1700 Harrisburg Pike, Middlesex Township, Cumberland County, Pennsylvania 17015, as more particularly described therein (hereinafter "Mortgaged Property "). 3. Dineshchandra G. Patel (hereinafter "Guarantor ") has guaranteed the Loan pursuant to a Commercial Guaranty dated August 20, 2008 ( hereinafter "Guaranty"). 4. The documents set forth in Exhibit "A" are referred to collectively in this Agreement as the "Loan Documents ". EXHIBIT ASSNW- 7- r9- 09 -v.i _ 5. The Original Borrower, the Guarantor and the Assuming Borrowers have requested Lender to agree to the assumption of all the obligations imposed by the Loan Documents by the Assuming Borrowers- AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals, _which are an integral part, of this Agreement, and intending to be legally bound, the parties hereto agree as follows: 1. Assuming Borrowers hereby assume and agree (a) to pay, discharge and take over as their own, the Loan, including without being limited to all principal, interest and al I other amounts payable under or in connection with the .Loan and the Loan Documents, and (b) to pay, observe, perform, comply with and take over as their own, all of the other indebtedness, obligations, duties, liabilities and agreements of Original Borrower under or in connection with the Loan and the Loan Documents, and (c) to be bound by and subject to, and to comply with, all of the representations and warranties, covenants and agreements, terms, conditions and provisions of the Loan and the Loan Documents, all in substitution for the Original Borrower as if Assuming Borrowers.. had been the Original Borrower of the Loan and had originally executed the Loan Documents. „Assuming Borrowers represent and warrant to Lender that: a. Assuming Borrowers are duly formed and validly existing as a limited liability company under the laws of the Commonwealth of Pennsylvania. b. Assuming Borrowers have the power and authority to execute and deliver this Agreement., to assume the indebtedness, obligations, duties, liabilities and agreements of the Original Borrower as provided for in this Agreement to execute and deliver such other agreements and documents as have been requested by the Lender in connection with execution of this Agreement, and all such action has been duly and validly authorized. ASSMP- 7- 29 -09 -V.3 2 a c.. This Agreement has been duly and validly executed and delivered by Assunung Borroi,vers and constitutes the legal, valid and binding obligations of Assuming Borrowers, enforceable in accordance with the terms hereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors` rights.. d. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body that has not been obtained is or will be necessary or advisable in connection with the execution and delivery of this Agreement, and the other agreements and documents executed in connection herewith, the consunullation of the transactions herein or therein contemplated or the performance of or compliance with the terms and conditions hereof or thereof. e. Neither the execution and delivery of this Agreement or the other agreements and documents executed in connection herewith, nor consummation of the transactions herein or therein contemplated nor performance of or compliance with the terms and conditions hereof or thereof will (1) violate any Law, (2) conflict with or result in a breach or a default under any agreement or instrument to which Assuming Borrowers or any Guarantor is a party or by which any of them or any of their,respective,properties (now.owned or hereafter acquired) may be subject or.bound; or (3) result in the creation or imposition of any lien, charge, security interest or encumbrance upon the Mortgaged Property, other than liens, charges, security interests or encumbrances in favor of the Lender. f. As of the date hereof, Assurning Borrowers have no defense whatsoever to any action or proceeding that may be brought to enforce this Assumption Agreement. g. The Guarantor's Consent and Reaffirmation shall be duly and validly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligations of the Guarantor, enforceable in accordance with the terms thereof, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights. 3. Nothing herein to the contrary, the Guaranty of Dineshchandra G. Patel shall continue in full force and effect in accordance with the terms and conditions set forth therein. The Guarantor's Consent and Reaf imiation shall be duly and validly executed and delivered by the Guarantor and constitutes the legal, valid and binding obligations of the Guarantor, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights. 4. Original Borrower represents and warrants to Lender that: a. Simultaneously, with the execution of this Agreement, Original Borrower has conveyed and transferred the assets to Assuming Borrowers. b. The unpaid principal balance of the Loan as of the date of this Agreement is S 3,876,552.50. There are no material defaults by Original Borrower under the provisions of the Loan Documents, of which Lender is not aware. d. There are no defenses, set -offs or rights of defense, set -off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Loan Documents. e. All provisions of the Loan Documents are in full force and effect. �. This Agreement does not evidence or represent in any way new indebtedness or satisfaction of the Loan. All provisions of the Loan Documents remain in full force and effect, ASSMP- 7- 29- 09 -V.3 4 except to the extent expressly provided in this Agreement for purposes of the assumption provided for herein, enforceable by the Lender against Assuming Borrowers. A default by Assuming Borrowers under any of the Loan Documents, or under this Agreement, is a default under all of them. Neither this Agreement nor anything contained herein is or should be construed to waive, limit or otherwise adversely affect any of the Lender's rights and remedies under any of the Loan Documents, or otherwise at law or in equity, as to Assuming Borrowers or otherwise, as heretofore existing or as assumed in this Agreement, all of which are reserved by the Lender, and which are supplemented by any rights and remedies provided in this Agreement. 6. Assuming Borrowers hereby expressly agree that the Note, Mortgage and4e seain tefests and any other collateral and security for the Loan granted in any of the Loan Documents are and will remain as collateral and security for the Loan, under and subject to the lien, operation and effect of the Loan Documents. 7. Assuming Borrowers and Lender agree that the Note is hereby amended to provide that nothing therein to the contrary withstanding shall authorize interest on the unpaid principal balance at less than five (5 %) percent. In all other respects, the Note is hereby ratified, confirmed and approved by the Assuming Borrowers and Lender. __ Except,as provided in the Documents, Assuming Borrowers hereby ` unconditionally waive: (a) notice of acceptance of this Agreement by the Lender and any notice of the assumption of the Loan and all related obligations, agreements and liabilities; (b) presentment for payment, notice of non- payment, demand, protest, notice of protest and notice of dishonor or default to any party including Assuming Borrowers; (c) all other notice to which Assuming Borrowers may be entitled but which may legally be waived; (d) demand for payments as a condition of liability under this Agreement; (e) any disability of Original Borrower or defense (except the defense of payment) available to Original Borrower, including absence or cessation of ASSM P- 7- 29- 09 -V.3 5 Original Borrower's liability for any reason whatsoever; (f) any defense or circumstance which might otherwise constitute a legal or equitable discharge of Original Borrower; (g) all rights under any state or federal statute dealing with or affecting the rights of creditors; (h) until the entire unpaid principal balance of the Loan, together with accrued interest thereon, late charges, and any and all other sums due or payable under or in connection with the Loan and the Loan Documents' is paid in full, any right to subrogation or realization on any of the Mortgaged Property, and the security interests and any other collateral and security for the Loan, including participation in the marshalling of any such collateral and security. 9. : This Agreement shall continue in force so long as any portion of the Loan or any sum due under or in connection with the Loan remains unpaid. 10. Assuming Borrowers will execute such additional documents or instruments or take such further action as the Lender may reasonably request at any time to give effect to the purposes or provisions of this Agreement, including, but not limited to the documents set forth on Exhibit "B ", executed by the Assuming Borrowers and their guarantors hereinafter ( "Assuming Borrowers Loan Documents "). l 1. The Lender may assign this Agreement, or any rights or interests hereunder, with any.a.$signment of the Loan or the-Loan Documents or any rights or interests thereunder. In the event of any such assignment, the assignee shall have the same rights and remedies as if originally named herein. This Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. This Agreement and Assuming Borrowers' obligations hereunder may not be partially or entirely assigned or transferred by Assuming Borrowers, without the prior written consent of the Lender, which shall not be unreasonably withheld, conditioned or delayed, so long as such assignment or transfer complies, at a minimum, with the following conditions: (a) Assuming Borrowers are not then in default of its obligations under or in ASS MP- 1- 29 -09 -V.) 6 connection with the Loan and the Loan Documents, and (b) so long as Assuming. Borrowers remain in existence, Assuming Borrowers will remain liable to the Lender for the Loan, and (c) any such assignee or transferee assumes and agrees to pay the Loan and all other Obligations arising under or in connection with the Note and the other Loan Documents, and (d) any such assignee_ or transferee - assumes and agrees to be bound by and to observe or perform the provisions of the Loan Documents, and (e) each Guaranty remains in force and effect, and (f) any such assignee or transferee is acceptable to the Lender in its sole discretion, financially and otherwise, and (g) Assuming Borrowers, and such assignee or transferee, and Guarantor, comply with such other requirements as Lender may reasonably impose to give effect to these provisions, and to protect the Lender's interests in repayment of the Loan and in the covenants, agreements, collateral and security therefor, and otherwise and respect to such transaction, and execute any and all agreements and documents which may reasonably require to give effect to these provisions and otherwise with respect to such transaction. 12. This Agreement and Assuming Borrowers' obligations hereunder are binding upon the successors and assigns of Assuming Borrowers. 13. This Agreement is delivered to and inures to the benefit of the Lender, its succe:ssors.and assigns- 14. If any provision of this Agreement shall for any reason be held invalid or unenforceable, no other provision shall be affected thereby, and this Agreement shalt be construed as if the invalid or unenforceable provision had never been a part of this Agreement. 15. Any capitalized tenn used in this Agreement which is not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Loan Documents or Assuming Borrowers Loan Documents. 16. This Agreement embodies the entire Agreement of the parties with regard to the ASSMP -7- 29-09 -v.3 7 subject matter hereof and cannot be changed except in writing signed by all parties. 17. The Lender hereby consents to the assumption by Assuming Borrowers, subject to the terms and conditions of the commitment letter dated July 29, 2009, execution of the Assuming Borrowers Loan Documents, and the following terms and conditions: a.. Within forty -five (45 ) days after the date of this Agreement, the title insurance policy shall be issued, insuring the Lender that the assumed Mortgage is a first Mortgage against the mortgaged property. b. Simultaneously with execution of this Agreement, an opinion of Assuming Borrowers' counsel shall be delivered to Lender. C. hmediately following execution of this Agreement, the Assignment, Assumption, Consent and Release Agreement shall be recorded, at Assuming Borrowers' expense, with the Office of the Recorder of Deeds of Cumberland County, Pennsylvania. d. Simultaneously with execution of this Agreement, endorsements to the insurance policies required by the Mortgage shall be provided to the Lender reflecting the Assuming Borrowers. e. Simultaneously with execution of this Agreement, Assuming Borrowers shall pay or reimburse the Lender -for all costs, expenses acid fees paid or'incurred by the Lender in the negotiation, preparation and implementation of this Agreement, including without limitation the Lender's reasonable attorneys' fees. f. Assuming Borrowers shall otherwise be in compliance with the provisions of this Agreement and the Loan Documents. Al! such items shall be in form and con tea satisfactory to the Lender in its discretion. Failure by Assuming Borrowers to timely observe and perform each of these terms and conditions will be an immediate and automatic default under this Agreement and the Loan Documents, notwithstanding any provision contained in this Agreement or in any of the Loan Documents to the. contrary. 18. The Lender will execute and deliver to Original Borrower's counsel UCC -3 tennination statements for the Uniform Commercial Code financing statements identifying Original Borrower as debtor which are currently of record. L9. UPON THE OCCURRENCE OF A DEFAULT, UNDER THIS AGREEMENT OR THE LOAN DOCUMENTS ASSUMING BORROWERS HEREBY VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR ASSUMING BORROWERS AND TO CONFESS JUDGMENT AS OFTEN AS NECESSARY AGAINST ASSUMING BORROWERS IN FAVOR OF LENDER OR THE HOLDER HEREOF, AT ANY TIME AND AS OF ANY TERM, FOR THE OUTSTANDING PRINCIPAL BALANCE OF THE LOAN PLUS INTEREST DUE THEREON, TOGETHER WITH COSTS OFLEGAL PROCEEDINGS AND AN ATTORNEYS' COMMISSION, WITH RELEASE OF ALL ERRORS. ASSUMING BORROWERS WAIVE ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY FROM ENMCUTION. 20. Original Borrower hereby covenants and agrees that from and after the date hereof, Lender may deal with the Assuming Borrowers in all matters relating to the Loan and the Loan Documents and has no further duty or obligation to Original Borrower of any nature relating to the Loan or Loan Documents, other than the Guaranty of Dineshchandra G. Patel. ASSMP- 1- 29- 09 -v.3 9 21. To induce the. Lender to enter into this Agreement, Original Borrower waives And releases and forever discharges lender and its officers, directors, attorneys, agents, and employees from any liability, damage, claim, loss or expense of any kind that it may have against Lender or any of them arising out of or relating to the Loan. Original Borrower further agrees to indemnify and hold Lender and its officers, directors, attorneys, agents and employees harmless from any loss, damage, judgment, liability or expense (including attorneys' fees) suffered by or rendered against Lender or any of them on account of any claims arising out of or relating to the Loan. Original Borrower further states that it has carefully read the foregoing release and indemnity, knows the contents thereof and grants the same as its own free act and deed. 22.s Original .Borrower understands and intends that Lender and Assuming Borrowers shall rely on the representations, warranties and covenants contained herein. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. True Green es, LLC itne s Dineshchandra G. Patel, Authorized Member ,rl Suite Dreams, T_,L,C !� Ji g � s Farouk lIegazi� thorized Member U Oakdale Suites, J C Witness Farouk Hegus�uthorized Member Attest: A entC oice lk - A Credit Union Gary olman, an Officer ASS,tP -7- 29.09 -V.3 10 CONINIONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Dineshchandra G. Patel whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained and capacity therein stated. A. IN WITNESS WHERE OF, I hereunto set-my hand And officia A, al. iq 1tl Ir 1: 1. All l?{Z, }}. )r,tjry puhlic Not Public i ( :u l! I•; EL!i„- C:t";dCl'lllnd County. VA V ..h f'uu;'!H.•a n! I '16w, ()C'c. 13. 2o9 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this 29 day of July, 2009, before me, the undersigned, personally appeared Gary L. Holman whose name is subscribed to the within instrument, and acknowledged that he is the Loan Officer of AmeriChoice Federal Credit Union and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and offic I seal. No t I \kl 1L SFAI, Notary Pub11c� %! RENEE L. na()ItICAY. Notary Public J Cmtisle n m. Clunbuhmd Counly. I'A \.. \h t, nnumsjon l_\{!irrs Dec. 13. 200 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBER-LAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Dineschchandra G. Patel whose name is subscribed to the within instrument, and acknowledged that he is a Member of True Green Homes, LLC and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and official�e I. , - - -- Notary Public , kfVl l? l,. \11 ?1 ?11\ } ". i•::a,!r_ 1'uhf'ic 44 l (:";; <!c Bow. I i,l ('amm!cinn I'r.prc> Il_t 13. ?nip) ASSf.1P•7- 29 -09 -V.3 I 1 J COMINTONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Farouk Hegazi whose name is subscribed to the within instrument, and acknowledged that he is the Authorized Nlember of Suite Dreams, LLC and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and official - \ 1W,\J 1 1.1 i \11i1�60Y, :our, Public l � , C'a:F.l Rr,l C unlhcl':; rr.! (Haul,. I' \ ✓✓ � - \ 1 Notary l'u i / r COMMONWEAL"1 PENNSYT,VAIM -, COUNTY OF CUMBERLAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Farouk Hegazi whose name is subscribed to the within instrument, and acknowledged that he is the Authorized Member of Oakdale Suites, LLC and executed the same for the purposes therein contained.and the capacity therein stated. IN WITNESS WHEREOF, i hereunto set my hand and official seal. 1 �._ ry ota Public I I21'�I 1.1. \91k1t\Y. �'ulun Public C�Ilik Burn. ('uwhal;NU1 llnu,lr. 1'A t\h ('rnnml:aun licpu,:< Ikc: I i.'_t111V J � EXHIBIT "A" Loan Documents The following documents between AmeriCboice Federal Credit Union ( "Fender ") and Tnie Green Homes, LLC ( "Original Borrower ") are the Loan Documents: 1. Promissory Note dated August 20, 2008, in the original, principal amount of $4,000,000. 2. Mortgage slated August 20, 2008, recorded. August 22, 2008 to Instrument No. 200828593. 3. Hazardous Substance Certificate and Indemnity Agreement. 4. Business Loan Agreement. 5. Disbursement Request and Authorization. G. Limited Liability Company Resolution to Borrow /Grant Collateral. 7. Notice of Final Agreement. ASS, 7- 19- X7 -V -1 13 � A E,"IBIT "B" Assuming Borrowers' Loan Documents The following documents between Amen'Choice Federal Credit Union and Suite Dreams, LLC and others are the Assuming Borrowers' Loan Documents: I . Commercial Guaranty and Disclosure for Confession of Judgment of Farouk Hegazi. I Commercial Guaranty and Disclosure for Confession of Judgment of Wafaa Hegazi. 3. Commercial Security Agreement of Suite Dreams, LLC, together with Uniform Commercial Financing Statements to be filed with Department of State and Recorder of Deeds. 4. Commercial Security Agreement of Oakdale Suites, LLC, together with Uniform Commercial Financing Statements to be filed with Department of State and Recorder of Deeds. 5. Assignment of Rents of Oakdale Suites, LLC. 6. Liniited Liability Company Resolution of Suite Dreams, LLC and Oakdale Suites, LLC. 7. Business Loan Agreement of Suite Dreams, LLC and Oakdale Suites, LLC. 8. Disbursement Request and Authorization of Suite Dreams, LLC and Oakdale Suites, LLC. 9. Agreement to Provide Insurance and Notice of Insurance Requirements of Suite Dreams, LLC and Oakdale Suites, LLC 10. Assumption Agreement with Amen Choice Federal Credit Union, et al. 11. Assignment, Assumption, Consent and Release Agreement with AmeriChoice Federal Credit Union, et al, nSN'MP- ;- 29 -09 -v 3 14 After Recording, Return to: i nG� f Robert C. Saidis, Esq. �f 26 West High Street �.'U' Carlisle, PA 17013 001JKS , �- zi - ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT THIS AGREEMENT; is made as of July 29, 2009, by and between True Green Homes, LLC, a Pennsylvania limited liability company, with a principal place of business at 1005 Azien Lane, Chalfont, PA 18914 (hereinafter "Original Borrower ") and Suite Dreams, LLC, a Pennsylvania limited liability company, with a principal place of business at 1700 Harrisburg Pike, Carlisle, PA 17015 and Oakdale Suites, LLC, a Pennsylvania limited liability company, with an address of 1700 Harrisburg Pike, Carlisle, PA 170.15 (hereinafter collectively "Assuming Borrowers ") and AmeriChoice Federal Credit Union, with a principal place of business at 2175 Bumble Bee Hollow Road, Mechanicsburg, PA 17055 (hereinafter "Lender "). RECITALS R.I. Lender is the holder of a Promissory Note dated August 20, 2008, executed and delivered by Original Borrower to Lender (hereinafter "Note ") to evidence a Commercial Mortgage Loan in the original principal amount of four million ($4,000,000.00) dollars (hereinafter "Loan ") R.2. The Loan is secured by a mortgage executed and delivered by the Original Borrower to the Lender dated August 20, 2008, recorded August 22, 2008 to lnstrurnent No. 200828593 (hereinafter "Mortgage "). The Mortgage is a first lien on 1700 Harrisburg Pike, Middlesex Township, Cumberland County, PA 17015, as more particularly described therein (hereinafter "Mortgaged Property"), R.3. The Loan is evidenced and secured by the documents set forth in Exhibit "A ", referred to collectively in this Agreement as the "Loan Documents ". EXHiBiT ASGN.ASSNIP,CON &REL- 7.29.09 -V.3 1 RA: The Mortgaged Property has been sold to Assuming Borrowers by reason of an ` Asset Purchase Agreement; R.5. The Original Borrower and Assuming Borrowers have requested Lender to release Original Borrower from its obligation for and in connection with the Loan; R.6. The Lender has agreed to release Original Borrower from such obligations, subject to the provisions of this Agreement, the Assumption Agreement of even date herewith, which is incorporated herein by reference, and the documents set forth on Exhibit "B" executed by the Assuming Borrowers of even date herewith (hereinafter "Assuming Borrowers Loan Documents ") AGREEMENT NOW THEREFORE, in consideration of the Recitals, which are an integral part of this Agreement, and of the agreements hereinafter set forth, and intending to be legally bound, the parties agree as follows: 1. The recitals above set forth are hereby incorporated by reference. 2. Assignment and Assumption by Original Borrower and Assuming Borrowers. Original Borrower hereby assigns and transfers to Assuming Borrowers, and Assuming Borrowers hereby accept and, assume from Original Borrower, "as -is ", without recourse and without representation or warranty of any kind, all of Original Borrower's rights, title, interests, indebtedness, duties, obligations and liabilities of any kind in, to, under and for the Loan and the Loan Documents. 3. Assumption and Agreement of Assuming Borrowers with Lender. Assuming Borrowers hereby assume and agree to pay, observe, perform and discharge in full all of Original Borrower's indebtedness, obligations, liabilities, promises, covcnants"and agreements " for, under or in connection with the Loan and the Loan Documents to or for the benefit of Lender, as if Assuming Borrowers had themselves originally obtained the Loan and executed the Loan Documents. The Assuming Borrowers hereby assume and agree to pay the ASGN.ASSPIP.CON &REL- 7- 29- 09 -V.3 2 indebtedness,evidence by the Loam Documents and to perform all obligations provided therein. It being agreed and understood that as of this date, the indebtedness is S 3,876,552.54. 4. Release of Original Borrower by Lender. In consideration of Assuming Borrowers' agreements provided in Section 2, Lender hereby remises, releases and forever discharges Original Borrower from ail of Original Borrower's indebtedness, obligations, liabilities, promises, covenants and agreements for, under or in connection with the Loan and the Loan Documents effective on and after the date of this Agreement, and consents to the assignment and assumption thereof by Assuming Borrower. 5. Continuation of Obligations and Rights. Assuming Borrowers hereby acknowledge, affirm and confirm Assuming Borrowers' absolute and unconditional liability to make all payments and to observe and perform all of the duties, obligations and other agreements of Original Borrower under or in connection with the Loan and the Loan Documents, subject only to any express modification contained in this Agreement, the Assumption Agreement, and the Assuming Borrowers' Loan Documents. Assuming Borrowers hereby acknowledge and agree that Assuming Borrowers are primarily and directly liable for the Loan and related obligations without claim, counterclaim, right of recoupment, defense, setoff or deduction of any nature. This Agreement does not evidence or represent in any way new indebtedness or, satisfaction of the, Loan. All provisions of the Loan Documents remain in full force and effect, enforceable by the Lender in accordance with the provisions of each of them, except as expressly modified hereby, including without limitation any provisions for confession of judgment, waiver of the right to trial by jury or venue or forum selection contained in any of the roan Documents. Nothing contained in this Agreement waives or should be construed as a waiver.of any.of the Lender's rights and remedies under the -Loan Documents, or'at law or in equity. 6. Incorporation of Doan Documents. All of the provisions of the Loan Documents, as modified hereby, are incorporated herein by reference and made a part hereof as if ASGN ASSMUON &REI_- 7- 29 -09 -v 3 3 set forth in full herein, and all of the provisions of this Agreement are incorporated into the Loan Documents and made a part thereof as if set forth in full therein. The provisions of this Agreement are and will be deemed to be supplemental to, and not in derogation of, the provisions of the Loan Documents, whenever possible. However, if there is any conflict or inconsistency between or among the provisions-of the Loan-Documents and this Agreement, the provision(s) deterriined by' Lender to be applicable will govern and control. 7. Further Assurances. Original Borrower and Assuming Borrowers will execute and /or deliver to Lender such additional documents, agreements, information and materials, and will take such further action, as Lender may reasonably request at any time and from time to time to give effect to the purposes or provisions of this Agreement and the Loan Documents. 8. Amendment. No modification or amendment of any provision of this Agreement shall be effective unless in writing and signed by Original Borrower, Assuming Borrowers and Lender. 4. Governing Law; Jurisdiction. This Agreement has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Agreement will be interpreted in accordance with the laws of the Commonwealth of .Pennsylvania excluding its conflict of.laws.rules. : ORIGINAL BORROWER AND ASSUMING BORROWERS EACH HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA, OR THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA, and Original Borrower and Assuming Borrowers each acknowledges and agrees that the venue provided above is the most convenient forum for the .mender, Original Borrower and Assuming Borrowers. Original Borrower and Assuming Borrowers each waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement. nSGN.nSS\1P.CON &REL- 7- 29 -09 -V3 4 10. Benefit of Agreement. This Agreement shall inure to the benefit of Original Borrower, Assuming Borrowers and Lender, and their respective successors and assigns, and shall be binding upon Original Borrower, Assuming Borrowers and Lender and their respective successors and assigns. IN- WITNESS WHEREOF the parties have hereunto set their hands and seals the da and year first above written. AMERICII ICE FEDERAL CREDIT UNION Ak Gary . Holman, Loan Officer TRUE GREEN 0 tES, L �C . Dineslicha dra G. Patel, Authorized Member SUITE DREAMS, LLC Farouk [, Authorized Member OAKDALE SUITES, LLC y__ — Farouw i ai.i, Authorized Member , (IN. SSti ±[ '.CON &RL1 = 7-29-09 -V 3 5 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Dineshchandra G. Patel whose name is subscribed to the within instrument, and acknowledged that he executed the same for,the,purpeses therein contained and capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and official scifl). Notary Public NOTARIAL SEAL RENT! I.. MURRAY, NrNary Puhtic PA �..af11sIC Hero, Cumberland C \ ty' 1} L:omgtis. ion 1`9ires Dec. 13, 2 09 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this 29 day of July, 2009, before me, the undersigned, personally appeared Gary L. Holman whose name is subscribed to the within instrument, and acknowledged that he is the Loan Officer of AmeriChoice Federal Credit Union and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and official I. N tary Public y - -- ,:4)'I AkI.'\1. SEAL I HINF R 1. NWRRAli, NrSt ry Puhli t;ailiac Kura. Cunihcilaml County. %-Iv Comnris+iun F�\Prtcs Dcc, 13, 211 : . COMMONWEALTH OF PENNSYLVANIA - - - -- COUNTY OF CUMBERLAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Dineschchandra G. Patel whose name is subscribed to the within instrument, and acknowledged that he is a Member of True Green Homes, LLC and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and official�&Cl. N Lary Public - - -- R fit Rk. \Y, Nntan Puht„ C:I-h 1'.nro. Cnirrhnhnrd C'ouia. , - I `.r, f'nnu »,•:<inr, ! aPur� Ihc. li ..:u i COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Farouk Hegazi whose name is subscribed to the within instrument, and acknowledged that he is the Authorized Member of Suite Dreams, LLC and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and official �al. N ary Public �1 COMMONWEALTH OF PENNSYLVANIA F C 1 , 1i11fo COUNTY OF CUMBERLAND On this 29th day of July, 2009, before me, the undersigned, personally appeared Farouk Hegazi whose name is subscribed to the within instnlment, and acknowledged that he is the Authorized Member of Oakdale Suites, LLC and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and officia4 seal. J , N otary otary Public ' Carl; I n t Nil ;.sr n Assn - P,COt [Zl:l.- 7- 2,- ;,r ; EXHIBIT "A" Loan Documents The following documents between AmeriChoice Federal Credit Union ( "Lender ") and True Green Homes, LLC ( "Original Borrower ") are the Loan Documents: 1. Promissory Note dated August 20, 2008, in the original, principal amount of $4,000,000. 2.. Mortgage dated August 20 2008, recorded August 22, 2008 to Instrument No. 200828593. 3. Hazardous Substance Certificate and Indemnity Agreement. 4. Business Loan Agreement. 5. Disbursement Request and Authorization. 6. Limited Liability Company Resolution to Borrow /Grant Collateral. 7. Notice of Final Agreement. EXHIBIT "B" Assuming Borrowers' Loan Documents The following documents between AmeriChoice Federal Credit Union and Suite Dreams, LLC and others are the Assuming Borrowers' Loan Documents: 1. Commercial Guaranty and Disclosure for Confession of Judgment of Farouk Hegazi.' 2. Commercial Guaranty and Disclosure for Confession of Judgment of Wafaa Hegazi. 3. Commercial Security Agreement of Suite Dreams, LLC, together with Uniform Commercial Financing Statements to be filed with Department of State and Recorder of Deeds. 4. Commercial Security Agreement of Oakdale Suites, LLC, together with Uniform Commercial Financing Statements to be filed with Department of State and Recorder of Deeds. 5. Assignment of Rents of Oakdale Suites, LLC. 6. Limited Liability Company Resolution of Suite Dreams, LLC and Oakdale Suites, LLC. 7. Business Loan Agreement of Suite Dreams, LLC and Oakdale Suites, LLC. 8. Disbursement Request and Authorization of Suite Dreams, LLC and Oakdale Suites, LLC. 9. Agreement to Provide Insurance and Notice of Insurance_ Requirements of Suite Dreams, LLC and Oakdale Suites, LLC 10. Assumption Agreement with Amen Choice Federal Credit Union, et a]. 11. Assignment, Assumption, Consent and Release Agreement with AmeriChoice Federal Credit Union, et al. ASGN ASSMP.CONSRfL- 7- 29- Q9 -V.1 5 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY a I COURTHOUSESQUARE CARLISLE, PA 17013 '! < I 717- 240 -6374 !— - — - -'i .J i. . Instrument Number - 200929987 Recorded On 8/27/2009 At 10:00:22 AM *Total Pages - 10 * Instrument Type - ASSIGNMENT OF MORTGAGE Invoice Number - 51.187 User ID - RAK * Mortgagor - OAKDALE SUITES LLC * Mortgagee - A.MERICHOICE FEDERAL CREDIT UNION *Customer - SAMS * FEES — STATE WRIT TAX $0.50 Certification .Page STATE JCS /ACCESS TO $10.00 JUSTICE DO NOT DETACH RECORDING FEES $22.00 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 This page is now part FEES of this legal document. COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $47.50 I Certify this to be recorded in Cumberland County PA tit �p C(i r RECORDER O \ x r7ao - Wormation denoted by an asterisk may change during the verification process and may not be reflected on this page. III IIIIII II III II III I �ll l�l COMMERCIAL GUARANTY Principal Loan Date Maturity Loali No Cali . fcvff Account Officer initials G LH 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. Borrower: Suite Dreams, LLC Lender: AmeriChoice Federal Credit Union EE"XHIBff Oakdale Suites, LLC 2175 Bumble Bee Hollow Road 1700 Harrisburg Pike Mechanicsburg, PA 17055 Carlisle, PA 17015 Guarantor: Farouk Hegaz[ .- 15 President Street Oakdale, NY 11769 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower, or any one or more of them, to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, 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, [his Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, In legal lender of the United States of America, in same -day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantors liability is unlimited and Guarantors obligations are continuing. INDEBTEDNESS. The word 'Indebtedness' as used in this Guaranty means Loan No.:. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE OR MORE OF THEM, TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND.CONTINU[NG BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness Incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's 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 notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantors written revocation. For this purpose and without limitation, the term "new Indebtedness' does not Include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, 'new Indebtedness' does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commilmenl that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, 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 under this Guaranty. A revocation Lender - receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. , GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty 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 Guaranty; (D) the provisions of this Guaranty do not conflict with or result In a default under any agreement or other Instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (F) Guarantor has not and will no[, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantiall all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial Information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information Is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materialiy adversely affect Guarantor's financial condi0cn; (H) no litigalion. claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this COMMERCIAL GUARANTY Loan No: (Continued) Page 2 Guaranty, and Guarantor further agrees (hat Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to fumish Lender with the following' Annual Statements. As soon as available, but in no event later than one - hundred - twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon-as available, but in no event later than one- hundred - twenty (120) days after the applicable fling date for the 'tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accouniant.satisfactory to Lender. All financial reports required to be provided under this Guaranty shell be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower, (8) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonactlon on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including 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) to give notice of the terms, lime, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral Including, but not Ilmited to, any rights or defenses arising by reason of (A) any "one action" or "anti- deficiency" law or any other law which may prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement. including . without limitation, any loss of ` rights Guarantor may suffer by •reasori of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense 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, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for,the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there:is outstanding indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise; or by any third party, on the Indebtedness and thereafter Lender Is forced to remit the amount of that payment to Borrowers trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any lime any deductions to the amount guaranteed under this Guaranty for 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 warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of Its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent pemiitted 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 joint and individual accounts Guarantor has with Lender now and in the future. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default and Lender may apply the funds in these accounts to pay what Guarantor owes under.the terms of this Guaranty. Shares and deposits Irian individual Retirement Account -and any other account that would lose special tax treatment under state or federal law if given as security a,re 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 claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequerl liquidalior of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower•, provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness.. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the 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 rile financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate In perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, logether with any Related Documents, constitutes the entire understanding and agreement of the parfies,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 Lenders reasonable attorneys' fees and Lender's legal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone also to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic slay or injunction), appeals, and any anticipated post - judgment rj71lection services, Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings In this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. - Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the COMMERCIAL GUARANTY Loan No: ? ( Continued) Page 3 laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of 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 Guarantors intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lenders attorneys' fees) suffered or incurred by Lender as's result of any'breacKb'y Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and 'Guarantor" respectively shall mean all and any one or more of [hem. The words "Guarantor" "Borrower,' and "Lender" include the heirs, successors, assigns, and transferees of, each of them. If a court finds that any provision of this Guaranty Is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless olherwise 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 (unless otherwise required by taw), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United Slates mail, as first class, cariified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by,,Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change Its address for notices under this Guaranty 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. Guarantor agrees to keep Lender Informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, it there is more than one Guarantor, any notice given by Lender to any Guarantor Is deemed to be notice given to ail Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lenders right otherwise to demand strict compliance with that" provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shelf' constitute a waiver of any of Lenders rights or of any of Guarantors 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 constitute continuing consent to subsequent Instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantors heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary. all references to dollar amounts 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 tha.singufar, as the context may require. Words and terms not otherwise defined in this Guaranty shalt have the meanings attributed to such terms in the Uniform Commercial Code: r. Borrower. The word "Borrower" means Suite Dreams, LLC; and Oakdale Suites, LLC and includes all co- signers and co- makers signing the Note and all their successors and assigns. GAAP. The word "GAAP "means generally accepted accounting principles. Guarantor. The word " Guarantor" means everyone signing this Guaranty, including without limitation Farouk Hegazi, 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 Borrower's promissory notes and/or credit agreements evidencing Borrowers to-an obligations,in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations 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 mortgages, and all other instruments, agreements and documents. whether now or hereafter existing, executed in connection with the Indebtedness: CONFESSION OF JUDGMENT, GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE, AMOUNTS HEREUNDER BECOME DUE AND WITH OR WPHOUT 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 SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH _.._....._ _... . A � t COMMERCIAL GUARANTY Loan No: a : (Continued) Page 4 CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF 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 THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY ". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE GUARAN,TY, . EFFECTIVE. THIS GUARANTY IS DATED JULY 29, 2009: THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. r GUARANTOR: Seal Farouk Hegazi i / / INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) fJ 5 COUNTY OF O� thls, the _ `� day of 'I ~ L -___ 20t before me _ the undersigned Nolar Puhlitt personal) a eared Parouk He azi, known to me or satisfactorily , �. t ., 9. Y c y pp 9 ( Y provenI- to be the person whos rri6 is Su scribed to the within ins4rument, and actin edged that he or she exor(1ed the same for the purpose therein contained. In witness whereof, I hereunto set my hand and official seal F.PNP.F. 1,. MPi?RAy, Nuiary Public I Notary Public In and for the $(ate of i Carlisic )torn, C'innhcrlund l'ouwl. I'A J \1y t :, unissum F-Apncs DCC. 13. 200111 :. loll \nlpt�MNp,Y"1 Cow NrWMH.WL6wuoan,, NC r1i. t00� ♦liQlu RM.wY .PA MY.PKPl4 "M IG IpM If1d DISCLOSURE FOR CONFESSION OF JUDGMENT Principal Loan Date Maturity Loan No Cialrcon Accotant Officer initfals $3;876 07 -29 -2009. 08;20 -21}15 References in the boxes above are for Lender's use only and do not limit the applicabiiity of [his document to any particular loan or item. Any Item above contairing "` ^ "' has been omitted due to text length limitations. Borrower: Suite Dreams, LLC Lender: AmeriCholce Federal Credit Union Oakdale Suites, LLC 2175 Bumble Bee Hollow Road 1700 Harrisburg Pike Mechanicsburg, PA 17055 Carlisle, PA. 17015 Declarant: Farouk Hegazi 15 President Street Oakdale, NY 11769 C , DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS ( DAY OF lJ> Z 20 C� l , 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 WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS,- INCLUDING AI{Y` RIGHT. TO ADVANCE- lNOTICE OF THE `ENTRY-' OF`UUDGMENT, AND I EXPRESSLY "AGREE''AND' LENDER'S ENTERIN9 UDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. I FURTHER NY STAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD 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, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE 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 F4ANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: C. AFTER HA� G READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. I 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY t TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS 09SCL.OSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INS7RUMEN� ACCORDING TO LAW. DECLARANT: X r 1 Seal) Farouk Hegazi ( tw!rn ra>t.w.w v., a.a oo ao. c.w. ••.a. -o ..w.eewo-.. «, .au rOM •,N04 bwnG .YA w•[ntw wo•c •r+ ma _— - -- - -_ _ EXHIBIT e r; i OAKDALE SUITES REDACTED BUSINESS LOAN Payoff 02/10/2014 Principal Balance: 3,365,732.42 Interest Type: Actual /360 Payoff on 02/10/2014 vs. 08/20/2018 Interest Rate: 5.000 Interest Due: 52,823.30 i One Day's Interest: 467.4628 52,823.3 Due Date: 11/20/2013 - 3.422,597.4 — Amount Past Due by Payoff Date: 80,833.83 02/10/201a 0 Past Due Payment Count: 3 I Late Charge Due: 4,041.68 II i 729,082.84 I Ito —. 4,098,856.94 08/20/201 0 0 1 i a , 0 2,000,000 4 6,000,000 01 Total Interest IFRi Total Amount qZRa Total Sales Tax 1I Total Insurance a } Page 1 EXHIBIT I AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V. /�// 7 No.. 1 `T — WAFAA HEGAZI, aka WAFAA G. Confession of Judgment ZIADA, Complaint pursuant to Pa.R.C.P. 2952 Defendant VERIFICATION I hereby verify that the statements of fact made in the foregoing documents are true and correct to the best of my knowledge, information and belief. I understand that any false statements therein are subject to the criminal penalties contained in 18 Pa C. S. § 4904, relating to unsworn falsification to authorities. Date: ohn Needs Executive Vice Pres. of Mortgage and Business Lending AmeriChoice Federal Credit Union C7) c X_ r rn r -- CD Darrell C. Dethlefs, Esquire ID # 58805 Dethlefs - Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone — (717) 975 -9446 Fax — (717) 975 -2309 DDethlefsCa:- .aol.com AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V . WAFAA HEGAZI, aka WAFAA G. No.: ZIADA, Confession of Judgment Defendant Complaint pursuant to Pa.R.C.P. 2952 Certificate of Residence pursuant to Pa. R.C.P. 2951(a)(2) I, 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, Wafaa Hegazi, aka Wafaa G. Ziada is an adult individual with a current address located at 15 President Street, Oakdale, New York, 11769. C) MOD -n cc CD r j 4 C ° CJ -, Dated: v Darre . Dethlefs, Esquire DETHLEFS- PYKOSH LAW GROUP LG Attorney Id. No.: 58805 2132 Market Street Camp Hill, PA 17011 Telephone (717) 975 -9446 Ddethlefs @aol.com Page 1 .i AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V. No.. Jq- WAFAA HEGAZI, aka WAFAA G. Confession of Judgment ZIADA, Complaint pursuant to Pa.R.C.P. 2952 Defendant AFFIDAVIT OF NON - MILITARY SERVICE John Needs verifies that he is a representative of the plaintiff in the above matter; that he personally knows that the defendant, Wafaa Hegazi, aka Wafaa G. Ziada, is over the age of 18 years; that the defendant presently has an address of 15 President Street, Oakdale New York, 1.1769; and that her occupation is that of manager on her tax return. John Needs further verifies that defendant is not in the military or naval service of the United States or its allies or otherwise within the provisions of the Service Members' Civil Relief Act of 2003. John Needs understands that false statements herein are made subject to the penalties of 1.8 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Date: (_ t J 1 Needs Executive Vice Pres. of Mortgage and Business Lending AmeriChoice Federal Credit Union C - rn Co cr,r" — CD CD I CD rca' i y. {_ SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff r f�L , to �t a zrett a (14, #i r , Jody S Smith Chief Deputy 2L N:'.3 12 r 2: 1, Richard W Stewart CUMBERLAND COU. i .+ Solicitor wr T,., m lr PENNSYLVANIA Americhoice Federal Credit Union vs. Case Number Wafaa Hegazi 2014-797 SHERIFF'S RETURN OF SERVICE 03/03/2014 10:43 AM -Deputy Ryan Burgett, being duly sworn according to law, served the requested Complaint in Confession of Judgment by"personally"handing a true copy to a person representing themselves to be the Defendant, to wit: Wafaa Hegazi at 1700 Harrisburg Pike, Middlesex Township, Carlisle, PA 17015. RYAN BURGETT, DEPUTY SHERIFF COST: $35.27 SO ANSWERS, March 05, 2014 RON R ANDERSON, SHERIFF (c)CountySuite Sheriff,Teleosoft,Inc. Petition seeking relief the Judgment To the honorable Judge The court of Common Pleas, Cumberland county , -6W0F Cu °yQ '�`i 2. U4 �r�s y�`O COUNTY Y Americhoice Federal Credit Union (Plaintiff) v. Suite Dreams LLC, Oakdale Suites LLC . Farouk Hegazi, Wafaa G. Ziada (Defendants) No: 14 -797 Facts: * The Defendants do not deny any of the facts presented in the petition. * The Defendants advised the Plaintiff of their inability to pay the mortgage payment for November 2013 and requested a mortgage modification * The Plaintiff demanded that the Defendants submit to the Plaintiff a plan of payment for the Plaintiff to consider. * On January 8, 2013, in a meeting held at the Defendants office, the Defendants, along with CAEDC of Cumberland County PA submitted to the Plaintiff a Plan of Payment, (Exhibit A). The Plaintiff promised to get back to the Defendant with an approval, refusal, or a counter plan. * The Plaintiff never got back to the Defendants with any answer, rather, they started this legal action while the Defendants are waiting for the Plaintiff's response to the plan submitted. * Total owed at this time was $107,977.00 + interest. The Defendant (obtained funding from elsewhere) and paid to the Plaintiff, and the Plaintiff accepted $111,000.00 to become current in the payment. * The Defendant never had the chance to discuss the Loan Modification with the Plaintiff. * The Plaintiff could have refused or changed the plan at the meeting or at any time after the meeting before starting this legal action to give the Defendant a fair chance to seek funding from other sources and satisfy the loan obligation. * The Plaintiff refused to drop the legal action even after they were paid in- full demanding legal and other fees. (Exhibit B) * If the Plaintiff advised the Defendant at any time between January 8, 2013 and before starting this action that they refused the suggested modification and of their unwillingness to offer any alternative, The Defendant would have reacted earlier to seek funds elsewhere and avoid this legal action. Therefore, The Defendant respectfully request the judge to dismiss this case and grant the Defendant a release from any other expenses. Respectfully Farouk Hegazi For the D : fendants cc. Darrell C. Dethlefs, Esquire Dethlefs - Pykosh Law Group, LLC 2132 Market Street Camp Hill PA 17011 Sent Via E -Mail January 2, 2014 Gary L. Holman Business Lending Originator AmeriChoice- Federal Credit Union 2175 Bumble Bee Hollow Road Mechanicsburg, PA 17055 Re: CAEDC Development Services Hotel Carlisle Middlesex Township, Cumberland County Dear Gary, In accordance with our recent meeting and your request for a plan to repay your existing loan and sale the Hotel Carlisle, CAEDC is pleased to submit the following plan and project schedule. The initial phase of this project will focus on working with an engineering firm (Snyder, Secary &, Associates; LLC) to research the requirements of the CH — Commercial Highway District and other - peitinent-criteria_of€the _Townshi.p',s.Ordinances as it applies to the subject property, determining approximate boundaries of the constrained lands and developing conceptual.plans for potential development lay -outs to optimize the site's utilization The conceptual planning will consider several potential options for the development of the property. Further, we understand that will need to work with your financial institution on a repayment plan on the existing debt associated with the subject property. For this, we would like to recommend an interest only period (modification of existing note) to allow the land owner time to sell the subject property. Based on experience and the current economic conditions, we are requesting an interest only period for three (3) years to commence in April 2014. This will allow the land owner ample time to make business decisions on whether or not to close operations and allow some relief in cash flow. This would also change the primary repayment sources of the loan to the following; sale of land from business operations. As a result, the project will now be considered a land development project. Belcw is the proposed scope of work CAEDC and their hired professionals will perform on the Iand owners behalf. PHASE 1 — Working with Bank on repavment and and sale plan Provide the Bank with an agreeable plan for repayment of the loan and schedule for the sale of the subject property. During this phase, CAEDC will work with Hotel Carlisle and the Bank on any information pertaining to the efforts of the sale of the subject property. In addition, execute a modification of the existing mortgage as outlined above. PHASE 2—Mapping & Planning Mapping ' With the engagement ofa professional e ineering firm, CAEDC will work with professionals to develop base mapping of the subject property to determine the location and extent of suspected constrained lands on the property and to develop conceptual sketches of potential development options for the site. Plamring — Ub|hjngthebasemappinQinformadondeve|ooedinthenmap ing phase we will develop the following: 1. Conduct a review of the zoning ordinance, subdivision and land development ordinance and other applicable regulations of the Township to determine general project guidelines/requirements regarding the proposed development. 2. Conduct a detailed site walkover to observe site conditions, opportunities, and any constraints that may affect the design and construction ofthe site development. 3. Research general utility availability and capacity, establish the likely entitlement process with the township and evaluate the likelihood and nature of any off-site roadway improvements or other significant impacts to the feasibility of the development of the site. 4. Prepare site concepts plans in order to determine the highest and best use of the property. S. Meet with key members of the Middlesex Township Board of Supervisors and appropriate staff to discuss the viabitity of the proposed dev&opment. PHASE 3—Sale of property Hotel Carflse has electd not to engage a real estate broker. As a result, the land owner has eiected to sale the property through their own efforts and those of CAEDC. We will Iist the property on sites such as LoopNet and Co-Star, as well as other real estate sites. CAEDC will aso market the subject property on our website, e-blasts, newsletters, etc., in addition to our marketing material attracting businesses to the region (site selection). In addition, CAEDC will look to market the property to national retailers and potentially attend tradeshows to attract buyers to the subject site To incentivize a sale, CAE / will explore state and local incentive for future development, to include LERTA, state grants and loans, federal loans, and including the site in CAEDC's Certified Sites Program. PROJECT SCHEDULE Based on the urgency to sell the property by the land owner and financial institution, CAEDC will move quickly to get the property sold. Below is a timeline: • Phase 1- Agreement in place, with financial institution, by February 2014 with modified loan terms and agreement. • Phase 2 — Mapping and planning to be completed by January 2014 • Phase 2 — Meet with Township representatives in February 2014 to receive direction and buy -in for the project. • Phase 3 — Already in motion, but with better information and marketing material, begin marketing the site online, on website, newsletters, e- blast, etc. Marketing plan to be performed by CAEDC staff. • Under Agreement — Have property under agreement by the end of 2014. • Due Diligence — Allow up to 3 to 6 months to the buyer for a due diligence period • Closing — 1st or 2 "d Quarter of 2015 This timeline is an estimate based on prior experiences and speaking with real estate professionals. It is reasonable that the sale of the property could be sooner, but we also need to prepare for it taking longer than what is projected. That is why it is imperative to receive an interest only period of 3 years with favorable terms and conditions. We Zook forward to working with you and if you have any specific questions or require additional clarification in this regard, please feel free to contact me to discuss the plan in greater detail. Sincerely, Jonathan Bowser CAEDC Chief Executive Officer AmeriChoice FEDERAL CREDIT UNION Bu/ ding Relationships For Life March 3, 2014 Farouk Hegazi 1700 Harrisburg Pike Carlisle, PA 17015 RE: Oakdale Suites Suite Dreams Loan No.: 1001-000130 Dear Mr. Hegazi: / / This letter is in response to your voicemail message to me regarding the status of the loan identified above. The purpose of this letter is to advise you that presently you are current on your required loan payments. As you know, the loan was seriously past due. However, as per your direction, AmeriChoice Federal Credit Union applied insurance proceeds to the past due balance on February 26, 2014. It is our expectation that you will now be able to make the required loan payment on time each month. There is an appraisal fee for which you will be responsible and there are attorney's fees for which you will be responsible. / am in the process of verifying the appraisal fee and the attorney's fees. ArneriChoice. will forward the bills to you for payment. Pursuant to the loan documents, these costs will be your responsibility to keep the loan in a current status. If you have any questions regarding the status of the loan or the loan documents, please contact me directly at (717) 591-1266. Sincerely, Dallas i. Zulli VP Business Lending ° Main Office: 2175 Bumble Bee Hollow Road • Mechanicsburg, PA 17055 • Phone: (717) 697-3474 • Fax: (717) 697-3713 wm F SC NCUA Website: www.americhoice.org Equal Opportunity LENDER Lanitemg cmNT 11w, Darrell C. Dethlefs, Esquire ID # 58805 Dethlefs-Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone — (717) 975-9446 Fax — (717) 975-2309 DDethlefs@aol.com F!LED-OFFICE ;i7 THE PROTHONO TARY niti APR 21 AM 10: 12 CUMBERLAND COUNTY PENNSYLVANIA Attorney for Plaintiff AMERICHOICE FEDERAL, CREDIT UNION Plaintiff, v. WAFAA HEGAZI, aka WAFAA G. ZIADA IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY No.: 2014-797 r • Defendant Confession of Judgment Complaint pursuant to Pa.R.C.P. 2952 PLAINTIFF'S:ANSWER TO DEFENDANT'S PETITION SEEKING RELIEF FROM THE JUDGMENT AND NEW MATTER OF PLAINTIFF AND NOW, comes the Plaintiff, Americhoice Federal Credit Union, by and through its attorneys, Darrellt,C. Dethlefs, Esquire, and Dethlefs-Pykosh Law Group, LLC, and respectfully files the following Answer and New Matter to Defendant's Petition, and in support thereof avers as follows: 1 Admitted. In Paragraph 1 of Defendant(s)' Petition seeking relief from the judgment,1Defendant(s) states, "The Defendant(s) does not deny the facts presented in the Petition". The Defendant(s) has admitted in the Petition seeking relief from judgment that the facts presented in the Confession of Judgment filings are accurate. The avermentilcontained in Paragraph 1 of Defendant(s)' Petition Seeking Relief do not give the Court a legal basis to strike or open the confessed judgment. Rather, as an admission nA of the facts in the confession, the averment in Paragraph 1 gives the Court the basis to deny Petitioner's Petition for Relief. 2. Admitted. Plaintiff admits that Defendant(s) advised the Plaintiff of Defendant(s)' inability to pay the mortgage payment for November 20, 2013 and that they requested a mortgage modification. The inability of Defendant(s) to pay the mortgage;, for November 2013 was a default under the loan documents which default permitted'judgment by confession. Therefore, the averments contained in Paragraph 2 of Defendan1t(s)' Petition Seeking Relief do not give the Court a legal basis to strike or open the confessed judgment. 3. Dnied as stated. Plaintiff denies that it demanded that Defendant(s) submit to it a plan of'payment for Plaintiff to consider. Plaintiff admits that Plaintiff requested that Defend (s) submit to Plaintiff a plan to get the loan out of default status and a plan to keep the loan in a current status in order for Plaintiff to consider any modification of the loan term's. By way of further response, "demanding" that Defendant(s) submit a plan of payment after default for the Plaintiff to consider does not permit the Court to strike or open the confessed judgment. 4. Admitted in part and denied in part. Plaintiff admits that there was a meeting held between Plaintiff and Defendant(s), with CAEDC Development Services present at the meeting. The January 2, 2014 letter from the Executive Director of CAEDC speaks for itself. No promises to Defendant(s) were made at the meeting of January 8, 2014. By way of fiirther response, the proposed plan does not cure the default and is not a legal basis to strike or open the confessed judgment. 6 5. Denied as stated. Plaintiff denies that it never responded to Defendant(s) with any answer to the proposed plan. Defendant(s) and Plaintiff continually communicated regarding Defendant(s)' default under the loan documents and Plaintiff kept requesting that Defendant(s) cure the loan default. When the loan was not brought current, the Plaintiff initiated the legal action by confessing judgment. The averment contained in Paragraph 5 of Defendant(s)' Petition Seeking Relief does not give the Court a legal basis to strike or open the confessed judgment. 6. Denied as stated. Plaintiff denies that the total owed was $107,977.00 plus interest as stated by the Defendant(s) in Paragraph 6 of its Petition. Plaintiff does admit that payments were made to it following the confession of judgment. However, the loan was never brought into a current status. Even though the loan's monthly payments were brought current subsequent to judgment being entered, the loan remained, and continues to remain; in default. This is a commercial loan transaction as evidenced by the confession' documents and admitted to by the Defendant(s) in Paragraph 1 of its Petition seeking relief from the judgment. Making past due monthly payments subsequent to a default on a commercial loan and the entry of judgment by confession does not create legal grounds to strike or open the judgment by confession. Additionally, costs and fees remain past due on the loan obligation. The averment contained in Paragraph 6 of is Defendant(s)' Petition Seeking Relief does not give the Court a legal basis to strike or open the cbnfessed judgment. 7. Denied. Plaintiff denies that Defendant(s) never had a chance to discuss a loan modification with the Plaintiff. To the contrary, there were multiple conversations between Defendant(s) and Plaintiff regarding a loan modification and the Defendant(s)' default including the conversation that Defendant(s) avers in Paragraph 4 of this Petition. By way of further response, the averment contained in Paragraph 7 of Defendant(s)' Petition Seeking Relief does not give the Court a legal basis to strike or open the confessed judgment. 8. Denied as stated. The averments contained in this paragraph imply agreements between the parties which do not exist. The Defendant(s)' proposed modification of the loan was not approved as presented. Plaintiff had no legal obligation to propose, accept, review dmodify the Defendant(s) proposed loan modification plan. By way of further response,the averment contained in Paragraph 8 of Defendant(s)' Petition Seeking Relief does not ive the Court a legal basis to strike or open the confessed judgment. 9. Denied. Plaintiff denies that it has been paid in full. Loan documents that were signed q the Defendant(s) state unambiguously that Defendant(s) are responsible for Plaintiff legal and other costs. Therefore, once the loan went into default and a confession was taken, the total amount owed by the Defendant(s) to the Plaintiff was the amount of the confessed judgment, that being $3,764,598.97. The averment contained in Paragrapli 9 of Defendant(s)' Petition Seeking Relief does not give the Court a legal basis to strike dr open the confessed judgment. 10. Denied as stated. The Plaintiff contacted Defendant(s) on several occasions subsequent to January 8, 2014 requesting that Defendant(s) bring the loan current. Defendath(s) knows that Plaintiff did not accept the proposed plan and Plaintiff continued to request payment pursuant to the loan documents. By way of further response, the avermentcontained in Paragraph 10 of Defendant(s)' Petition Seeking Relief does not give the Court a legal basis to strike or open the confessed judgment. NEW MATTER 11. Paragraphs 1 through 10 above are incorporated herein by reference as if set forth at length.'; 12. "Relief from a judgment by confession shall be sought by petition. All grounds for relief. "must be asserted in a single petition. Pa.R.C.P. 2959(a). A party waives all . defenses and objections which he does not include in his petition or answer. Pa.R.C.P. 2959(c). Affirmative defenses must be pled as new matter and therefore, where judgment has been confessed, as part of the petition to open." Estate of Silvestri v. Kinest, 318 Pa. Super. 14; 464 A.2d 494, 496 (1983), citing Dameron v. Woods Restaurant, Inc., 305 Pa. Super. 346, 451 A.2d 681 (1982). See also, Fleet Nat'l Bank v. Sterling & Locke, Inc., 927 A.2d 661, 7 (Pa. Super. 2007). 13. In`the instant Petition Seeking Relief from Judgment, the Defendant(s) has raised no affirmative defenses as New Matter, and therefore any such defenses are waived. 14. T11e fact that Defendant(s) paid Plaintiff the past due monthly payments following the confession of judgment is not a valid affirmative defense which would permit the Court to open or strike the judgment. 15. Defendant(s) has not pled that under the loan documents Plaintiff had an obligation to offer Defendant(s) alternatives or to give Defendant(s) more time to seek funds els6where once Defendant(s) was in default. 16. The Complaint and Confession of Judgment filed by Plaintiff are in compliance with the Pennsylvania Rules of Civil Procedure; and, furthermore, Defendant(s) does not aver that the confession documents fail to comply with the Pennsylvania Rules of Civil Procedure, nor does the Defendant(s) deny any of the averments made in the Complaint or Confession of Judgment. (See Defendant(s)' Petition Seeking Relief from Judgment, unnumbered paragraph 1, wherein Defendant(s) states, "The Defendant(s) do not deny any of the facts presented in the Petition.") 17. Defendant(s)' Petition Seeking Relief from Judgment must be denied because it admits all facts in the Complaint and Confession of Judgment and does not raise any defenses Or affirmative defenses to the Complaint in Confession of Judgment. 18. Additionally, Mr. Hegazi purports to file this Petition on behalf of Suite Dreams, LLC; Oakdale Suites, LLC; Farouk Hegazi; and, Wafaa G. Ziada, although the judgment at this docket is only against Wafaa Hegazi. (Mr. Hegazi notes below his signature that he has submitted the Petition "For the Defendant(s)"). Mr. Hegazi does not aver that he is an attorney. 19. Mr. Hegazi is not an attorney, and therefore, he cannot represent Wafaa G. Ziada, nor can he represent Suite Dreams, LLC or Oakdale Suites, LLC. 20. It is well settled in this Commonwealth that a corporation must be represented in a legal projeeding by an attorney. Walacavage v. Excel! 2000, Inc., 331 Pa. Super. 137, 480 A.2d1281 (1984). 21. "A petition to strike a judgment is a common law proceeding which operates as a demurrer to the record. A petition to strike a judgment may be granted only or a fatal defect or irregularity appearing on the face of the record....An order of court striking a judgmentlannuls the original judgment and the parties are left as if no judgment had been entered." 'Resolution Trust Corp. v. Copley Qu-Wayne Associates, 546 Pa. 98, 106, 683 A.2d 269;273 (1996). 22. "When deciding if there are fatal defects on the face of the record for the purposes • of a petition to strike a judgment, a court may only look at what was in the record when the judgment was entered." Cintas Corp. v. Lee's Cleaning Servs., 549 Pa. 84, 700 A.2d 915, 917 (Pa. 1997), citing Linett v. Linett, 434 Pa. 441, 254 A.2d 7 (1969). 23. The Defendant(s) in the instant case has not pointed to anything in the Complaint or Confession of Judgment claiming a demurrer to the record, and, in fact, he admits to • • every avement in the Complaint. Therefore, his petition does not constitute a valid petition td strike. 24. "Petitions to open differ from petitions to strike judgments. A petition to strike a ri judgment' s a legal process where the Defendant(s) challenges the factual averments in the record. Resolution Trust Corp., 683 A.2d 269, 273 (Pa. 1996). A petition to open judgment'is an appeal to the equitable powers of the Court; such as, a judgment may only be opened where the petitioner (1) acts promptly, (2) alleges a meritorious defense, and (3) produces sufficient evidence to require submission of the case to a jury." Girard Fin. Co. V. C16 Atmosphere, 2012 Phila. Ct. Com. P1. LEXIS 141, citing Hazer v. Zabala, 26 A.2d 116; 1169 (Pa. Super. 2011). 25. "A Meritorious defense is a defense that if proved at trial would justify relief. Smith v. Morrell Beer Distribs., 29 A.3d 23, 26-28 (Pa. Super. 2011). A petitioner must go furthd than to merely state that they have a meritorious defense. Instead, a petitioner must dembnstrate the existence of a meritorious defense by directing the Court's attention to relevart facts which give rise to the meritorious defense." Girard Fin. Co. v. Club Atmosphere, 2012 Phila. Ct. Com. Pl. LEXIS 141, citing West Chester Plaza Assoc. v. Chester Egineers, 465 A.2d 1297, 1299-1300 (Pa. Super. 1983). 1 26. In the instant case, the Defendant(s) does not demonstrate the existence of a meritorious defense but only claims that he should be released from paying the interest and attorn ey's fees that are included in the judgment pursuant to the terms of the Promissory Note and Guaranty. 27. Because the Defendant(s)' petition does not constitute a valid petition to strike through a demurrer to the record or a valid petition to open with a meritorious defense, it must be denied. WHEREPORE, Plaintiff respectfully requests this Honorable Court deny Defendant(s)' Petition Seeking Relief from the Judgment. Respectfully submitted, Darr- C. Dethlefs, Esquire I.D. #58805 DETHLEFS-PYKOSH LAW GROUP, LLC 2132 Market Street Camp Hill, PA 17011 Telephone (717) 975-9446 Ddethlefs@aol.com Attorney for Plaintiff VERIFICATION I, Dallas J. ZuIIi, hereby verify that the statements contained in the foregoing Answer are true and correct to my personal knowledge, information and belief. I understand that any false statements therein are subject to the criminal penalties contained in 18 Pa. C. S. Section 4904, relating to unsworn falsification to authorities. Date: • J. Zulli Darrell C. Dethlefs, Esquire ID # 58805 Dethlefs - Pykosh Law Group, LLC 2132 Market Street Camp Hill, Pennsylvania 17011 Telephone — (717) 975 -9446 Fax — (717) 975 -2309 DDethlefs @aol.com Attorney for Plaintiff AMERICHOICE FEDERAL, CREDIT UNION Plaintiff, v. WAFAA HEGAGI, aka WAFAA G. ZIADA Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY No.: 2014 -797 Confession of Judgment Complaint pursuant to Pa.R.C.P. 2952 CERTIFICATE OF SERVICE I hereby certify to service of the foregoing Plaintiff s Answer to Defendant's Petition Seeking Relief from the Judgment and New Matter by First Class, United States mail, postage prepaid, addressed as follows: Wafaa Hegazi 1700 Harrisburg Pike Carlisle, PA 1701,5 Farouk Hegazi 1700 Harrisburg Pike Carlisle, PA 17015 Date: Wafaa Hegazi 15 President Street Oakdale, NY 11769 Farouk Hegazi 15 President Street Oakdale, NY 11769 Darre fir. Dethlefs, Esquire I.D. #58805 DETHLEFS - PYKOSH LAW GROUP, LLC 2132 Market Street Camp Hill, PA 17011 Telephone (717) 975 -9446 Ddethlefs @aol.com Attorney for Plaintiff Farouk Hegazi 1700 Harrisburg Pike Carlisle PA 17015 Telephone (717) 243 -1717 X 100 Fax (717) 243 -7982 Farouk @Hotelcarlisle.com 2014 29 pti 2. , CUN ER1_«ND COUNTY REN gYLVANIA Defendant AMERICHOICE FEDERAL CREDIT UNION PLAINTIFF V. FAROUK HEGAZI, WAFAA G. ZIADA, SUITE DREAMS LLC, OKDALE SUITES LLC IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY No.: 2014 -797 Confession of judgment Complaint pursuant to Pa.R.C. 2952 DEFENDANT'S RESPONCE TO PLAINTIF'S ALLEGATIONS IN THEIR ANSWER TO DEFENDANT'S PETTION SEEKING RELIEF FROM PAYING LEGAL FEES & OTHER COSTS AND NOW, the defendant respectfully files the following Answer to the plaintiff's response 1. Denied. The defendant did not seek a relief from the judgment, The defendant is now current on the payment of the mortgage, the Defendant is seeking the relief from paying legal fees, penalty and other charges. The confession of judgment does NOT include judgment for legal fees or penalty, (Exhibit A) the defendant did NOT confess to legal fees or penalty. The plaintiff arbitrarily added legal fees (at a percentage of their choice) , penalty and appraisal fees that were never confessed to by the defendant. In the case of Estate of Silvestri v. Kinest, 318 Pa. Super. referenced as a precedent in paragraph 12 of the plaintiff's answer, attorney fees, charges and cost were confessed to and emphasized in bold face letters.(Exhibit B) This is not the case here and it affirms the defendant position that Legal fees, cost and charges should not be enforced as part of the confessed judgment. The defendant paid all the amount owed plus interest and is now current. The payment and the interest were accepted by the plaintiff. 2. Admitted. The defendant informed the plaintiff that due to a hardship resulted from a defamation of the business character by a newspaper reporter (was later fired from the newspaper), the defendant will not be able to meet its mortgage obligations starting the payment due November 20, 2013. The plaintiff acknowledged the request and demanded that the defendant submits to them all their personal bank accounts statements so they can assess the defendant's ability to pay (Exhibit C ) The defendant complied. 3. Denied. Plaintiff demanded a plan of payment to consider many times (Exhibit D ) 4. Denied. The Defendant ( with the assistance.of CAEDC) submitted the plan requested in the meeting of January 8, 2014. ( Exhibit E )The meeting ended with the. Plaintiff and their, , partners indicating that they will get back to defendant with their decision. They did not approve or deny the plan at the meeting, but ratherr informed the defendant that they will discuss the plan among themselves ,and get back to the defendant with their decision. They never did. 5. Denied. There was no communication between Plaintiff and Defendant until the Law suit was filed. On January 9, 2014 defendant suffered a water.damage in one of the building. The defendant (after contacting the Insurance Company) advised the plaintiff that the checks from the insurance company will be issued in the defendant and plaintiffs name as payees. These checks must be indorsed by the plaintiff and deposited in the defendant's account. The first check was for $50,000.00. The plaintiff held the check for over two weeks. When the defendant was threatened with a mechanics' lien, the defendant (per plaintiff's request) paid the contractors from personal funds and asked the plaintiff to apply .the check to the delinquent loan. There was no other way to avoid a mechanic's lien. (Exhibit F ) 6. Denied. Monthly payment of the loan was $26,947.30 (Exhibit G) for a total of $80,841.90 for three month at the time of the payment. Plaintiff demanded that the payment due for April which was not due yet to be also paid making the total payment $107,789.20 plus interest. Defendant paid a total of $111,000.00 representing, an additional $3,210.80 in interest (all payments were made from the insurance proceeds when the checks were provided to the plaintiff for endorsement) 7. Denied. There were never any conversation regarding the decision of the plaintiff as to whether the modification requested was accepted, denied or countered. All communication between Plaintiff and Defendant • were documented by Email as evidenced with many exhibits attached to this answer. Verbal conversation,,if any, was always followed by documented Email. 8. Denied. Plaintiff suggestion that the meeting on January 8,:2014 between the Plaintiff' representatives (2 individuals), Plaintiff's partners (Miner.'sBank (4 individuals), the President and CEO of the CAEDC and the Defendant where copies of.the. payment plan was presented to all present, ended up. with everyone just getting up after taking their copies and go without saying a word is absurd. They did not approve, deny, or made a counter plan at the meeting. They indicated that they.will,discuss the plan among themselves and get back to the defendant. Which made sense at that time. 9. Admitted in part and denied in part. The loan document is unambiguous, so is the confession of judgment, legal fees, percentage of attorney's fees and other costs are never confessed to or specified in the loan agreement (Exhibit H) by the defendant (see answer # 1) . If the plaintiff gave the defendant an answer to the proposed plan of payment, the Defendant party to this transaction) and the two LLCs being served in this case Oakdale Suites and Suite Dreams that the defendant solely owns are also served in this suit. 18. Denied. Please see the answer to 17. above 19. Denied. Please see the answer to 17. above 20. Denied. Suite Dreams and Oakdale Suites are LLCs owned by Farouk Hegazi and not corporations 21. Denied. This is not a petition to strike a judgment, it is a petition to drop legal fees and other costs from the judgment since it was never on the confession of judgment disclosure . 20. Denied. Suite Dreams LLC and Oakdale Suits LLC are not corporations. They are LLCs owned by the defendant. The defendant has the right to file on their behalf and on behalf of his wife. 21. Denied. Please see the answer to 18. above 22. Denied. cases cited are basically different from this case and does not argue a confession of judgment. 23. Denied. Please see answer 13 above 24. Denied. Defendant never asked for either opening or striking the judgment at this time. The defendant only asked to separate the legal fees and other charges from the confession of judgment since they were never confessed to. 25. Denied. The above facts clearly demonstrate the plaintiff's intentional acts to harass the defendant by leaving him guessing until they filed a confession of judgment proceedings and later forcing him to intermingle funds by holding a check issued by the insurance company to pay contractors. The petitioner continued the practice of holding the funds until the full amount of delinquency plus one additional payment was made to them. The plaintiff did not stop at that, the plaintiff made -up numbers and percentages of Attorney's fees and other costs and demanded that the defendant pay these costs as part of the confession of judgment when they are clearly not part of this confession. 26. Please see the answer to 25 above. WHEREFOR, Defendant respectfully requests this honorable court to dismiss plaintiff's request for legal and other costs. Respectfully submitted Farou,. egazi On behalf of: Self, Suite Dreams LLC, Oakdale Suites and Wafaa G. Ziada cc. Darrell C. Dethlefs, Esquire Dethlefs - Pykosh Law Group, LLC 2132 Market Street Camp HiII PA 17011 DISCLOSURE FOR CONFESSION OF JUDGMENT 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. Borrower: Declarant: Suite Dreams, LLC Oakdale Suites, LLC 1700 Harrisburg Pike Carlisle, PA 17015 Farouk Hegazi 15 President Street Oakdale, NY 11769 Lender: AmeriChoice Federal Credit Union 2175 Bumble Bee Hollow Road Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT 1 AM EXECUTING, THIS DAY OF , 20 • , A GUARANTY FOR AN UNLIMITED AMOUNT. A. I 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 WITHOUT OFFERING•ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING A Y RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING DGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: :ifi: >:isss::<:r`: -f'..::: r: B. I FURTH UN ' STAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD 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, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAI JUDGMENT IN A INITIA S:..0 >:<'s:.:` ING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE ,ANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER H G READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS D. 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMEN - ACCORDING TO LAW. DECLARANT: Farouk Hegazi (Seal) LASER PRO Landing. Vsr. 5A5.00.004 Copt. Harland F0,9ndsl Solutions. Inc. 1991, 2009. AN 51951. RFSSn.d. - PA MICFIILPLISO.FC 1R-66 PRE c//1/B/7 Protest waived. On non - payment of any installment when due, all remaining installments shall at the option of the holder become immediately due and payable. I agree to pay if this Note is placed in the hands of an attorney for collection, a reasonable attorney's fee of twenty -five percent (25 %) of the amount due and owing on the defaulted Note. And to secure the payment of said amount, I hereby authorize, irrevocably, the Prothonotary, Clerk of Court, or any Attorney of any Court of Record to appear for me in such Court, in term time, or vacation, at any time before or after.maturity and confess judgment without process in favor of any holder of this Note, with or without the filing of an Averment or Declaration of Default, for such amount as may appear to be unpaid thereon, together with charges, costs and Attorney's fee, as above provided, and waive and release all errors which may intervene in any such proceedings and waive all right to appeal and consent to immediate execution upon such judgment nor shall any bill in equity be filed to interfere in any manner with the operation of such judgment, hereby ratifying and confirming all that said Attorney may do by virtue hereof, and waiving and releasing benefit of all appraisement, inquisition of real estate, hereby voluntarily condemning said real estate and authorizing the entry of such condemnation upon any writ issued, stay of execution and all rights under the exemption laws of any State, now in force, or hereafter to be passed. �X�� /gIi ,e Farouk Hegazi Fromm: Gary Holman [gholman@americhoice.org] Sent: Friday, November 29, 2013 9:56 AM To: Farouk H Cc: Dallas Zulli; com` Subject: Information Farouk, Again we are requesting the 9-30-2013 quarterly financials, Iist of bookings, and monthly bank statement for J. P. Morgan and Bank of America from 4-2013 through 10-2013. We need this information in order to assess your situation and work with you. Thanks, Gary Gary L. Holman Business Lending Originator AmeriChoice Federal Credit Union 2175 Bumble Bee Hollow Road Mechanicsburg, PA 17055 Phone (717) 591-1265 Fax (717) 697-3713 Email gholmana,americhoice.orq Building Relationships For Life Notice: The information contained in this message may be privileged, confidential, and protected from disclosure. If the reader of this message is not the intended recipient, younnohepebvnoUfiedUlatanydissenninmdon`Uiythbudon.or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to this message, and then delete it from your computer. All e-mail sent to this address will be received by AmeriChoice's corporate e-mail system and is subject to archiving and review by someone other than the recipient. 1 Farouk Hegazi From: Gary Holman [gholman@americhoice.org] Sent: Tuesday, 13 2:09 PM To: 'Farouk Cc: ' otha @ounnbedandbunineao.00nn;DolaaZu|U Subject: Financials and Payment Farouk, When we met with you and Jonathan you promised to have a plan to us by the 16th. We need your plan along with the 9-30-2013 quarterly financials and a list of your bookings. Please respond immediately. Thanks, Gary Gary L. Holman Business Lending Ori inmtor AmeriChoice Federal Credit Union 2175 Bumble Bee HolIow Road Mechanicsburg, PA 17055 Phone (717) 591-1265 Fax (717) 697-3713 Emai|gho|mona,amahohoicm.org Building Relationships For Life Notice: The information contained in this message may be privileged, confiUmnted.ond protected from disclosure, If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this commuriication in error, please notify us immediately by replying to this message, and then delete it from your computer. All e-mail sent to this address wiu be received by AmeriChoice's corporate e-mail system and is subject to archiving and review by someone other than the recipient. H Vr 1 Farouk Hegazi From: Jonathan Bowser [jonathan@cumberlandbusiness.com] Sent: Wednesday, January 08, 2014 11:19 AM To Gary Holman (gholman@americhoice.org) Cc: Dallas Zulli (dzulli@americhoice.org); Farouk@hotelcarlisle.com Subject: Hotel Carlisle Plan Attachments: Hotel Carlisle- Development Services Letter.docx Hi Gary, In preparation for our meeting today, attached is a draft of the plan for Ho e Carlisle for bank payment and sale of the property. Thanks, Jonathan Bowser 1 Chief Executive Officer Cumberland Area Economic Development Corporation 1 Cumberland Valley Visitor Bureau 53 W. South St., Suite 1, Carlisle, PA 17013 p. 717.240.7181 f. 717-243-6928 e. jonathan@cumberlandbusiness.com w: cumberlandbusiness.com visitcumberlandvalley.corn Partners with the Commonwealth Cornmonwealth of Pennsylvania in advancing economic development and tourism. Go to newpa.com and visitpa.com for more information. From: Farouk Hegazi [rnailto:Farouk@hotelcarlisle.corn] Sent: Wednesday, February 19, 2014 2:38 PM To: Dallas Zulli Subject: RE: Hotel Carlisle This is to authorize Americhoice Federal Credit union to apply the $50,000.00 insurance check they received from me to Oakdale Suites account and use the funds to cover part of the delinquent balance I have in my mortgage loan with Americhoice. This authorization is contingent upon Americhoice allowing me extra time (up to 45 days) to bring the mortgage loan to a good standing. The deposition of any additional checks from the Insurance company will not automatically be treated the same way, it will rather be discussed on a case by case basis. Americhoice will also withdraw or any legal action at this time without prejudice to their right to started again if I do not comply with the above. The total owed will not be more that the principal and the interest owed plus any additional interest resulting from my late payment. From: Dallas Zulli [mailto:dzullaamerichoice.orni Sent: Wednesday, February 19, 2014 11:45 AM To: Farouk Hegazi Subject: RE: Hotel Carlisle Farouk, This email is a follow up to our telephone conversation of this morning. During this telephone conversation, I expressed AmeriChoice's interest in being assured that all of the contractors would be paid for repairs to the hotel buildings. Fireman's Fund Insurance Company is to cover all of the contractor expenses for said repairs. I indicated to you that AmeriChoice is in need of certain documents prior to endorsing the insurance checks as you requested. These documents include invoices for the work being done on the property and copies of the formal insurance breakdowns for the approved work with the corresponding insurance coverage. I indicated to you that the spreadsheet that you provided to me does not meet our needs as it does not clearly state what has been approved by the insurance company and does not identify when the checks will be issued. AmeriChoice has asked for something more formal from the insurance company and we do expect to receive it soon. Any assistance that you can provide in having the insurance company send us the requested information is appreciated. As I indicated to you, the insurance company has assured us via email that funds are forthcoming in excess of $165,000.00 and that those funds are in addition to the $50,000.00 insurance check already presented. As I indicated to you, we have endorsed the $50,000.00 Fireman's Fund insurance check that you endorsed and provided to us. The funds have been deposited to the Oakdale Suites account at AmeriChoice with a hold placed on the funds. AmeriChoice is willing to provide cashier's checks from the account made payable to Oakdale Suites and the contractor for invoices presented. You indicated today the need to pay certain contractors this morning or today. You further indicated that you are unable to wait on cashiers' checks based off the invoices. You indicated that you would pay the contractors with personal funds today up to the $50,000.00 amount. You then verbally indicated to me that you wanted AmeriChoice to apply the $50,000.00 insurance check to Oakdale Suites/Suite Dreams' delinquent loan. AmeriChoice is willing to apply these funds to said loan with AmeriChoice that is 90 days delinquent. The application of the $50,000.00 will not bring the loan current. Please confirm your request to AmeriChoice to apply the $50,000.00 insurance check to the loan via email response to this email. 2 y/1/2/7 e Please provide me with copies of the checks that you are issuing to the contractors today for the work completed with corresponding invoices for which those checks represent payment. As additional Fireman's Fund insurance checks are presented to AmeriChoice, we will deposit the checks into the Oakdale account with a hold on the funds. AmeriChoice will release the funds upon receipt of contractors' invoices in accordance with the approved insurance coverage. Cashier's checks will be made payable to Oakdale Suites and the contractor for work completed. If you have any questions, please feel free to contact me. Please provide us with an email directing AmeriChoice to apply the $50,000.00 in insurance funds to the delinquent loan as soon as possible. Thank you, Dallas J. Zulli VP Business Lending AmeriChoice Federal Credit Union 2175 Bumble Bee Hollow Road Mechanicsburg, PA 17055 Phone (717) 591 -1266 Fax (717) 697 -3713 Email dzulli@americhoice.org Building Relationships For Life AmeriChoice Federal Credit Union and all its mortgage loan originators are registered with the Nationwide Mortgage Licensing System, a free service for consumers to confirm that the mortgage company or mortgage professional with whom they wish to conduct business is licensed. Licensing information can be obtained at www nmlsconsumeraccess.org. My license number is: 543848 Notice: The information contained in this message may be privileged, confidential, and protected from disclosure. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to this message. and then delete it from your computer. All e -mail sent to this address will be received by AmeriChoice's corporate e- mail system and is subject to archiving and review by someone other than the recipient. From: Farouk Hegazi [mailto :Farouk @hotelcarlisle.com] Sent: Tuesday, February 18, 2014 2:51 PM To: Dallas Zulli Subject: FW: Hotel Carlisle From: jean.hargrove@ffic.com [mailto:jean.hargrove @ffic.com] Sent: Tuesday, February 18, 2014 2:44 PM To: farouk@hotelcarlisle.com Subject: Hotel Carlisle Jean Hargrove I Regional General Adjuster I Fireman's Fund Insurance Company P.O. Box 970. O'Fallon, MO 63368 I T 410 -692 -6752 I C. 443 -417 -7227 I F 866 -741 -0222 I jhargrovaffic.com Protecting your future for 150 years 3 AmeriChoice 2175 Bumble Bee Hollow Road F E D E R A L C R E D I T U N I O N Mechanicsburg, PA 17055 www.americhoice.org Building Relationships For Life Address Service Requested 00466 uIIIIIUUIIIIIIIIIIIIIIIIIIIIIIIIIuuiIIIIIIIIIIIIIIIIIIIIIIIii OAKDALE SUITES, LLC 1700 HARRISBURG PIKE CARLISLE PA 17015 -7658 Statement of Accounts Mar 01, 2014 thru Mar 31, 2014 Account Number: xxxxxxx941 Account Balances at a Glance Loans: 3,301,449.62 New Relationship Reward Level is: General Page 1 of 1 Share the wealth and refer a friend! Your friend gets a $50 VISA reward gift card, you get a $50 VISA reward gift card, your friend will thank you... and you will thank us! Visit americhoice.org to learn more. You could save thousands when you refinance your mortgage with AmeriChoice, the local mortgage experts. Appy today at americhoice.org! BUSINESS LOAN - 0130 Joint Owner: Eff Trans Date Date 03-01 03 -20 03 -31 03 -31 03 -31 SUITE DREAMS, LLC Transaction Description Amount principal Balance Forward Payments Transfer From Share 0013 - 26,947.30 - 16,808.18 Loan Interest Rate change from 5.000% to 5.000% effective 04/01/14 Loan Payment change from 26,947.30 to 26,947.30 effective 04/11/14 Ending Balance Annual Percentage Rate 5.000% Daily Rate .013888% The rate shown above is variable and is subject to change Interest Paid Year to Date 70,441.82 Interest Paid in 2013 181,979.62 Interest Paid YTD: 70,441.82 Interest Late Charge Fee Balance 3,318,257.80 10,139.12 3,301,449.62 3,301,449.62 YTD SUMMARIES TOTAL LOAN INTEREST PAID BUSINESS LOAN Total Dividends Paid Year to Date 1.19 Phone: (717) 697 -3474 • Toll Free: (800) 240 -4364 • Fax Number: (717) 697 -3713 70,441.82 BUSINESS LOAN AGREEMENT 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 ""w"w" has been omitted due to text length limitations. Borrower: Suite Dreams, LLC Oakdale Suites, LLC 1700 Harrisburg Pike Carlisle, PA 17015 Lender: AmeriChoice Federal Credit Union 2175 Bumble Bee Hollow Road Mechanicsburg, PA 17055 THIS BUSINESS LOAN AGREEMENT dated July 29, 2009, is made and executed between Suite Dreams, LLC; and Oakdale Suites, LLC ( "Borrower ") and AmeriChoice Federal Credit Union ( "Lender ") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of July 29, 2009, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until August 20, 2018. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfectin Lender's Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. MULTIPLE BORROWERS. This Agreement has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as "Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F) apply such security•and direct the order or manner of sale of any Collateral, including without limitation, any non judicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell, transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender or others. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Suite Dreams, LLC is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Pennsylvania. Suite Dreams, LLC is duly authorized to transact business in all other states in which Suite Dreams, LLC'is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Suite Dreams, LLC is doing business. Specifically, Suite Dreams, LLC is, and at all times shall be duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Suite Dreams, LLC has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Suite Dreams, LLC maintains an office at 1700 Harrisburg Pike, Carlisle, PA 17015. Unless Suite Dreams, LLC has designated otherwise in writing, the principal office is the office at which Suite Dreams, LLC keeps its books and records including its records concerning the Collateral. Suite Dreams, LLC will notify Lender prior to any change in the location of Suite Dreams, LLC's state of organization or any change in Suite Dreams, LLC's name. Suite Dreams, LLC shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi - governmental authority or court applicable to Suite Dreams, LLC and Suite Dreams, LLC's business activities. Oakdale Suites, LLC is a limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Pennsylvania. Oakdale Suites, LLC is duly authorized to transact business in all other states in which Oakdale Suites, LLC is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Oakdale Suites, LLC is doing business. Specifically, Oakdale Suites, LLC is, and at all times shall be duly qualified as a foreign limited liability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Oakdale Suites, LLC has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Oakdale Suites, LLC maintains an office at 1700 Harrisburg Pike, Carlisle, PA 17015. tX H/51 BUSINESS LOAN AGREEMENT Loan No: 1001 - 000130 (Continued) Page 2 Unless Oakdale Suites, LLC has designated otherwise in writing, the principal office is the office at which Oakdale Suites, LLC keeps its books and records including its records concerning the Collateral. Oakdale Suites, LLC will notify Lender prior to any change in the location of Oakdale Suites, LLC's state of organization or any change in Oakdale Suites, LLC's name. Oakdale Suites, LLC shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi - governmental authority or court applicable to Oakdale Suites, LLC and Oakdale Suites, LLC's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: Borrower Assumed Business Name Filing Location Date Suite Dreams, LLC Hotel Carlisle Oakdale Suites, LLC Hotel Carlisle Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of organization or membership agreements, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. BUSINESS LOAN AGREEMENT Loan No: 1001 - 000130 (Continued) Page 3 Financial Statements. Furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one - hundred -twenty (120) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, reviewed by a certified public accountant satisfactory to Lender. Interim Statements. As soon as available, but in no event later than thirty (30) days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower. Tax Returns. As soon as available, but in no event later than one - hundred -twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other govemmental tax returns, prepared by a certified public accountant satisfactory to Lender. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information. Furnish such additional information and statements, as Lender may request from time to time. Financial Covenants and Ratios. Comply with the following covenants and ratios: Additional Requirements. Borrower must maintain a minimum debt service coverage ratio of 1.50:1.00 on a combined basis for the duration of the Loan otherwise the Loan is in Default, Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least fifteen (15) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantors named below, on Lender's forms, and In the amounts and under the conditions set forth in those guaranties. Names of Guarantors Amounts Dineshchandra G. Patel Unlimited Farouk Hegazi Unlimited Wafaa Hegazi Unlimited Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, If unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with GAAP. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any govemmental authority relative to any substance, or any waste or by- product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. BUSINESS LOAN AGREEMENT Loan No: 1001 - 000130 (Continued) Page 4 Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and /or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and /or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. Accounts. Borrower will establish and maintain its full banking deposit and product account(s) with Lender for the duration of the Loan otherwise the Loan is in Default. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) 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 any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. 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 incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note 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) be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Additional Financial Restrictions. Borrower will not allow Guarantors to take a management fee from Borrowers' net income available for debt service if the remaining net income to debt service requirement does not produce a minimum debt service coverage ratio of 1.50:1.00. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with '_ender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender. STATUTORY LIEN. Borrower agrees that all loan advances under this Agreement are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply the balance in these accounts to pay any amounts due under this Agreement when Borrower is in default under this Agreement. 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 Borrower has given in Borrower's shares and deposits. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Loan. Default in Favor of Third Parties. Borrower or any Grantor defaults 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 Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization. This Agreement 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 lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Loan No: 1 001- 0001 30 BUSINESS LOAN AGREEMENT (Continued) Page 5 Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender 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 Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Joint and Several Liability. All obligations of Borrower under this Agreement shall be joint and several, and all references to Borrower shall mean each and every Borrower. This means that each Borrower signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement 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, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require BUSINESS LOAN AGREEMENT Loan No: 1001- 000130 (Continued) Page 6 Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means Suite Dreams, LLC; and Oakdale Suites, LLC and includes all co- signers and co- makers signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ( "CERCLA "), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99 -499 ( "SARA "), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, 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 Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, 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 limitation, petroleum and petroleum by- products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means AmeriChoice Federal Credit Union, its successors and assigns. // Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this A reem nt from _time to time AsSStunption Agr. and Assignment Assumption Consent & Release Agr. Note. The word "Note" means / executed by Suite Dreams, LLC; and Oakdale Suites, LLC in the principal amount of $3,876,552.50 dated July 29, 2009, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. 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 mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. '.oan No: 1001 - 000130 BUSINESS LOAN AGREEMENT (Continued) Page 7 Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JULY 29, 2009. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: SUITE DREAMS, LLC Farouk Hegazi, OAKDALE SUITES LLC B Seal) Seal) Farouk Hegaz LENDER: AMERICHOI FEDERAL(. R IT U (Seal) Ho l• a , Loan •fficer LASER PRO Lending, Ver. 5.45.00.094 Copt. ai Solotiona, Inc. 1997. 5000. AO R7pids R•tanred. • PA M,iCFI1,P1.LC40.FC TRIO PO4 would have acted accordingly in the same way it acted to settle the denquency. The plaintiff intentionally deceived the defendant by delaying their decision on the payment plan until a law suit was filed. Furthermore, the plaintiff forced the defendant to intermingle personal and business funds by holding the insurance check knowing that the contractors are awaiting payment untU they forced an authorization to keep the funds. 10. Denied. There were never any undocumented conversation between the plaintiff and the defendant subsequent to the January 8, 2014 meeting. Defendant was waiting for the plaintiff's response to the Payment Plan. The only response the defendant received was the law suit filed by the plaintiff. For the plaintiff to assume that the defendant knows the plaintiff's decision is baseless, without merit, illogical and far reaching. As for the NEW MATER submitted by the plaintiff 11. Paragraph 1 through 10 above are i herein by reference as if set forth at 12. Not applicable. The defendant is seeking relief from paying |ega|feesuostand other charges not confessed in the Confession ofjudgment. 13. Denied. The defendant clearly stated in Item #10 their objection to the plaintiffs demand for legal and other fees. Furthermore, in item # 12 the defendant request is to be relieved from pa 'ngthe(otherexpenses)thatarenotpartof1heconfessedjudunnent.(Exhibit H) 14. Denied. The plaintiff demanded payment of the unpaid three months plus interest. The defendant complied. The plaintiff requested the payment of legal fees and other cost as part of the confessed judgment. The confessed judgment does not include confession to any other expenses which should be Iitigated independently from the confessed judgment. 15. Denied. Plaintiff requested that the defendant submits all their personal finance and personal Bank statement for the plaintiff to assess the defendant's ability/inability to pay. Defendant complied. Plaintiff's request for defendant's personal finances implies that the plaintiff is willing to offer alternatives. (Exhibit C) 16. Admitted with an exception. The confession of judgment does not cover any additional cost or legal fees. The plaintiff's demand for additional cost under the confession of judgment is invalid and may be Iitigated separately. 17. Denied. The defendant Wafaa G. Ziada is represented by her husband Farouk H ' who is the only borrower. Wafaa G. Ziada (who signed a confession of judgment without being a Sent Via E -Mail January 2, 2014 Gary L. Holman Business Lending Originator ArneriChoice Federal Credit Union 2175 Bumble Bee Hollow Road Mechanicsburg, PA 17055 Re: CAEDC Development Services Hotel Carlisle Middlesex Township, Cumberland County Dear Gary, In accordance with our recent meeting and your request for a plan to repay your existing loan and sale the Hotel Carlisle, CAEDC is pleased to submit the following plan and project schedule. The initial phase of this project will focus on working with an engineering firm (Snyder, Secary & Associates, LLC) to research the requirements of the CH — Commercial Highway District and other pertinent criteria of the Township's Ordinances as it applies to the subject property, determining approximate boundaries of the constrained lands and developing conceptual plans for potential development lay -outs to optimize the site's utilization The conceptual planning will consider several potential options for the development of the property. Further, we understand that will need to work with your financial institution on a repayment plan on the existing debt associated with the subject property. For this, we would like to recommend an interest only period (modification of existing note) to allow the land owner time to sell the subject property. Based on experience and the current economic conditions, we are requesting an interest only period for three (3) years to commence in April 2014. This will allow the land owner ample time to make business decisions on whether or not to close operations and allow some relief in cash flow. This would also change the primary repayment sources of the loan to the following; sale of land from business operations. As a result, the project will now be considered a land development project. Below is the proposed scope of work CAEDC and their hired professionals will perform on the land owners behalf. PHASE 1— Working with Bank on repayment and land sale plan Provide the Bank with an agreeable plan for repayment of the loan and schedule for the sale of the subject property. During this phase, CAEDC will work with Hotel Carlisle and the Bank on any information pertaining to the efforts of the sale of the subject property. In addition, execute a modification of the existing mortgage as outlined above. PHASE 2 — Mapping & Planning Mapping - With the engagement of a professional engineering firm, CAEDC will work with professionals to develop base mapping of the subject property to determine the location and extent of suspected constrained lands on the property and to develop conceptual sketches of potential development options for the site. Planning — Utilizing the base mapping information developed in the mapping phase we will develop the following: 1. Conduct a review of the zoning ordinance, subdivision and land development ordinance and other applicable regulations of the Township to determine general project guidelines /requirements regarding the proposed development. 2. Conduct a detailed site walkover to observe site conditions, opportunities, and any constraints that may affect the design and construction of the site development. 3. Research general utility availability and capacity, establish the likely entitlement process with the township and evaluate the likelihood and nature of any off-site roadway improvements or other significant impacts to the feasibility of the development of the site. 4. Prepare site concepts plans in order to determine the highest and best use of the property. 5. Meet with key members of the Middlesex Township Board of Supervisors and appropriate staff to discuss the viability of the proposed development. PHASE 3 — Sale of property Hotel Carlisle has elected not to engage a real estate broker. As a result, the land owner has elected to sale the property through their own efforts and those of CAEDC. We will list the property on sites such as LoopNet and Co -Star, as well as other real estate sites. CAEDC will also market the subject property on our website, e- blasts, newsletters, etc., in addition to our marketing material attracting businesses to the region (site selection). In addition, CAEDC will look to market the property to national retailers and potentially attend tradeshows to attract buyers to the subject site To incentivize a sale, CAEDC will explore state and local incentives for future development, to include a LERTA, state grants and loans, federal loans, and including the site in CAEDC's Certified Sites Program. PROJECT SCHEDULE Based on the urgency to sell the property by the land owner and financial institution, CAEDC will move quickly to get the property sold. Below is a timeline: • Phase 1- Agreement in place, with financial institution, by February 2014 with modified loan terms and agreement. • Phase 2 — Mapping and planning to be completed by January 2014 ` • Phase 2 — Meet with Township representatives in February 2014 to receive direction and buy -in for the project. • Phase 3 — Already in motion, but with better information and marketing material, begin marketing the site online, on website, newsletters, e- blast, etc. Marketing plan to be performed by CAEDC staff. • Under Agreement — Have property under agreement by the end of 2014. • Due Diligence — Allow up to 3 to 6 months to the buyer for a due diligence period • Closing — 1st or 2nd Quarter of 2015 This timeline is an estimate based on prior experiences and speaking with real estate professionals. It is reasonable that the sale of the property could be sooner, but we also need to prepare for it taking longer than what is projected. That is why it is imperative to receive an interest only period of 3 years with favorable terms and conditions. We look forward to working with you and if you have any specific questions or require additional clarification in this regard, please feel free to contact me to discuss the plan in greater detail. Sincerely, Jonathan Bowser CAEDC Chief Executive Officer