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HomeMy WebLinkAbout14-0799 T - -_ AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, c') V. GCI' rte rl FAROUK HEGAZI No.: / - 799 : � 0 ' Defendant Confession of Judgment Complaint pursuant to Pa.R.C.P.2952 -v (5 -6 " c -a NOTICE OF DEFENDANT'S RIGHTS TO: Farouk Hegazi: 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 S CARLISLE PA 17 (717) 321 -4696 BY: Darrell DETHLEFS- PYKOSH LAW GROUP, LLC Attorney Id. No.: 58805 21.32 Market Street f P101• 44 Camp Hill, PA 17011 (717) 975 -9446 Ddethlefs @aol.com m IP : 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 DDeth lefsLvaol. com AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V. / FAROUK HEGAZI, No.: ` zl' Defendant Confession of Judgment 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, Farouk 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 Farouk Hegazi — See 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 of $44.29. Respectful) Su mitted, Dated: Darrell ethlefs, 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 t, i s 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(a%aol.com AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V. 1q, � / 7 cC� C ie FAROUK HEGAZI, No.: , ! r `� r Defendant Confession of Judgment Complaint pursuant to Pa.R.C.P. 2952 COMPLAINT CIVIL ACTION — COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff, AmeriChoice Federal Credit Union, by its attorneys, Dethlefs - Pykosh Law Group, LLC, by Darrell C. Dethlefs, Esquire, files this Complaint in Confession of Judgment for Money and in support thereof avers as follows: 1. Plaintiff, AmeriChoice Federal Credit Union, is a business existing under the laws of the Commonwealth of Pennsylvania, with its principal office located at 2175 Bumble Bee Hollow Road, Mechanicsburg, Cumberland County, Pennsylvania 17055. 2. Defendant, Farouk Hegazi, is an adult individual with a current address located at 15 President Street, Oakdale, New York, 11769. 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 l 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 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 "; and 5. Farouk Hegazi guaranteed the Assumption of the loan by Suite Dreams, LLC and Oakdale Suites, LLC. Thus, on July 29, 2009, Farouk Hegazi executed a Commercial Guaranty dated July 29, 2009, in which he 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, Farouk Hegazi 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 Farouk Hegazi 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. Unredacted copies are available for inspection by the Plaintiff or the Court). 7. The Commercial Guaranty authorizes the entry of confession. 8. The obligation of Defendant, Farouk 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 due 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 has been no assignment of the instrument(s) by the 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 Attorneys' Commission (10% as set forth on Page 3 of the Guaranty signed by Farouk 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, Farouk 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 pas due, which computes to a minimum monthly late charge per diem of $44.29. Respectfully u mitted, Dated:_ Darrell d. 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 Principal Coali [3a e ,. '° Matutlty t.nbn Na Cwi1 , Co v Ai COUAt t3ifjcev LtiitialS $4,00.o,'oao:00 0&2Q 20:0.$ 0$ "20 X01:8 Ell 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 limitations. 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: _04,000,000.00 Date of 'Note: --August 20, 2008 PROMISE TO PAY. True Green Homes, LLC ( "Borrower ") promises to pay to AmeriChoice Federal Credit Union ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Four Million & 001100 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 based 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 Wall Street Journal, Eastern Edition (currently 5.000 %I, 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 costs. 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`yo 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 rite 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 data, (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 ", "vai:hout 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 lusher amount owed to Lender. All written cornmunications concerning disputed amounts, including any' ch'eck"or other payment instrument that indicates that the payment constitutes I . payrnent in full" of the amount owed of 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 Bumbla 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 fuugrrenr is entered in connection with this Note, interest wdl ntinue to accrue she( the date of ludgment at the rate in effect at the time Irrdgment is entered. However, in no event will the interes exceed the maximum interest rote limitations under applicable law. DEFAULT. Each of the following shell constitute an event of default ("Event of Default ") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Burrower 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 ahect any of Borrower's property or Borrower's ability to repay this Note or perform Sorrov.• er's obligations under this Note or 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 rnade 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 made or furnished or becomes false or misleading at any time thareafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws frern 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, 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 e 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 for the dispute. Events Affecting Guarantor. Any of the precedingwents 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 Now 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 materiel 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 law, Lender's reasonable attorneys' fees end Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings lincluding 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 low. 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 faw, 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 tee 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 on 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: AmeriChoice Federal Credit Union, 2175 Bumble Bee Hollow Road, Mecha6icsburg, `PA' 17055. GENERAL PROVISIONS. It 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 or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms 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 lonn or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. 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 AT 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 SHIT, 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 SHALT. 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 FiEARiNG IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. 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 TRUE GREEN HOM14, �L BY: i r'I� rI,clJj� (Seal) Dineshcnandr ,atelJMember of True Green Homes, LLC ASIA PAO uwb9_ v. 6 is is cci cow —1 i.,..,.a e�.�w,�. 1�1 1n). ^aH iu w,.... A...... P. w ¢rt.'K.0—c 31 N e ASSUMPTION AGREEMENT THIS AGREEMENT is made as ofthis of J� -�_ 2009, by and between AmeriChoiee 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 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: L 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 all 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. Z 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. !\SSMP- 7- 29 -09 -V.3 2 c.. This Agreement has been duly and validly executed and delivered by Assunung Borrowers 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' iigthts. 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 consummation of the trmisactions 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 maybe 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, Assuming Borrowers have no defense whatsoever to any action or proceeding that may be brought to enforce this Assumption Agreement. ASSNIP - ?- 2')-09 -V.3 4 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 terns 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 ofDineshchandra G. Patel shall continue in full force and effect in accordance with the terms and conditions set forth therein. 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, 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 $ 3,876,552.50. C. 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. 5. 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 otherwisc adversely affect any of the Lender's rights and remedies under any of the 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 and--the fists 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. hi all other respects, the Note is hereby ratified, confirmed and approved by the Assuming Borrowers and Lender. g. Exceptnas provided in the Loan 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 ASSMP- 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 %vith the Loan and the Loan Documents,'i's 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 "). H. The Lender may assign this Agreement, or any rights or interests hereunder, with any assignment of. the Loan or the Loan Documents or.any rights or interests thereundef: 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 ASSMP- 7- 29 -09 -v.3 6 P 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 perforni 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 suceessors.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 shall be construed as if the invalid or unenforceable provision had never been a part of this Agreement. 15. Any capitalized teen 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 nSSMP- 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 datc'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. Immediately 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 and fees paid or inciirred 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. 3 S All - such.iterns shall be in form and content. 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 termination statements for the Uniform Commercial Code financing statements identifying Original Borrower as debtor which are currently of record. 19. 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 OF LEGAL PROCEEDINGS' AND AN _. . ATTORNEYS' COMMISSION, WITH RELEASE OF ALL ERRORS. ASSUMING BORROWERS WAIVE ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY FROM EXECUTION. 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•7- 29 4)9 -v.3 9 f 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 indenmify and }gold 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. 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 JHJes, LLC / itne s Dineshchan a G. Patel, Authorized Member -Suite Breams, LLC` t' , r � Y s Farouk Hcgazrithorized Member Oakdale Suites, t ,C Witness FaroukHeg AuthonzedMember Attest: A eriC�ioice 1' e 'al Credit Union Gary olman, an Officer ASSNil'-7-29- 09 -V.1 �) 1 , COrVINIONWEALTH 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. IN WITNESS WHEREOF, I hereunto set my hand and al. �IAi;I \1.11:, \I, Alt IRRAY, il Puhlic Not Public c,hcrl iud Connly. 1 j ^ r n::q�• i 'I;iu'; Dec. 13. 2009 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; 1 seal. I ' ul, I \P.i \,_ 1r. Notary Publics f RhVI ?f; L. \1tKk, \Y. Notary Puhlic ` � E Cmlislc Born. ( on,hahu,d Count)', PA I \I� (TUittnissi, I apins Ucc. 13.200 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�eAl. Notary Public t. !tF'�P 1.. \hi!i'RA}•. I•'.:,:�r. Puhlic 4 I ( : n i + s ! c Inca, Ctur.b .a;cul l o: ,j V A A I ASSM11- 7- 29 -09 -V.3 i 1 1 CONINIONWEALTH 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 offic�4eal. � l l ! :It1; li l • !n l l, r' 1;1 , h l C l nun ' I' l l' \ JIA ��i'`- j Ni n,nn!i.,i al jlui He,% 1;.:i• I Notary l'u llc � COMMONWEAL`I�X DFFF PENi�SYLVANT: —� 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. I, Potarvy Public I \III \ItI\I. rAI RI \1l +06\% Cmli >li Vinm. C'unibcrlan t nunh. i'.^ Nk C OM"" .unl lipn.:, l)ti: 1 1, ?d(19 3 12 EXHIBIT "A" Loan Documents The following documents between AmeriChoice Federal Credit Union ( "Fender ") and True Green Homes, LLC ( "Original Borrower ") are the Loan Documents: i . 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. S. Disbursement Request and Authorization. 6. Limited Liability Company Resolution to Borrow /Grant Collateral. 7. Notice of Final Agreement. f 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 J,udgnient of Farouk Hegazi.. ?. 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. S. Assignment of Rents of Oakdale Suites, LLC. 6. Liinited 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 AmeriChoice Federal Credit Union, et al. 11. Assignment, Assumption, Consent and Release Agreement with AmeriChoice Federal Credit Union, et al. After Recording, Return to: I 99 f � � Robert C. Saidis, Esq. t v9 26 West h Carlisle, PA 17013 00 WKS `2 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 Allen 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 17015 (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. Th,e 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 Instrument 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.ASSMP,C0N &RE-L- 7- 29- 09 -V.1 R.4. . The Mortgaged Property has been sold Vo 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 sender 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: I . 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, covenants acid 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 \SGN.ASSI &PEL- 7- 29- 09 -% 3 2 indebtedness-evidence by the Loan 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 -50. 4. Release of Original Borrower by Lender. In consideration of Assuming Borrowers' agreements provided in Section 2, Lender hereby remises, releases and forever di;ci�arges Original 13or °r ewer frorriall of Original Borratver's indebtedness; ofili atiaiis� `: d liabilities, promises, covenants and agreements for, under or in connection with the Loan and the Loan Documents effective oil 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 onty 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 ir. any e� new indebtodness 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 rigbt to trial by jury or venue or forum selection contained in any, of the Loan Documents. Nothing contained in this Agreement waives or should be construed as a waiver of any of the Lender's rights and -remedies under thetoan Documents, or at law br 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 kSSMP,CO \'&REI_- 7- 29 -09 -v.3 3 se! forth in full herein, and all of die provisions 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 provisions) deteriniifEd'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 sha11 be effective unless in writing and signed by Original Borrower, Assuming Borrowers and Lender. 9, 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;.taws.rules,_.OItIGJNAL J30RROWER 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 Lender, 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. ASGN ASS\1P.CON &REL- 7- 29 -09 -V.3 4 wa 10. Benefit of Agreement. This Agreement shall inure to the ben e fit 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 WIT \TESS Wl the parties have hereunto set their.hands and seals the day and year first above written. AMERICH ICE FEDERAL CREDIT UNION Gary . Holman, Loan Officer TRUE CREE 0 '1 ES, L By Dineshcha dra G. Patel, Authorized Member SUITE DREAMS, LLC 1�y Farouk Aef y_i, Authorized Member OAKDALE SUITES, LLC Faroul azi, Authorized Member r 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 purposes therein contained and capacity therein stated. IN WITNESS WHEREOF, I hereunto set my hand and official scold. Notary Public 'N AL&FAL kENF:I L. HURRAY, Nulory Fuhlic C: LOISIC I'InrO Cumberland County, PA -- ��u� commise;an Fxpins Dec. t i. 2009 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 lie 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 1. 'a/ A w� --1 N tary Public -- N( niIAL. sr i RFNrr I. NWRRAY, P)mary Pnhric 11A• 110rn. ('ttmhctleud Counh. i'•`. ',Iv (,nnuuis <i,rn P�pue� Dce. 13. 2�' +'•'' . 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 6)1. 4 N ary P bhc r l 'fl 'r 1. nn kk. %Y. Dhmm hrr}, , 11 Porn. ( umhcrl:u,d loom. • . nSCINASStitP ,CONfiREI_- 7- ? G9 - `.-.J 6 - � — - 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 F t ai'adi,le 110to, 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 Oakdale Suites, LLC and executed the same for the purposes therein contained and the capacity therein stated. IN WITNESS WHEREOF, t hereunto set my hand and offic' seal. otary Public .. . , .. i Cart', 7 ; ASSMP C( - Rua.- 7- 3()- U9 -`."." 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. ;,.i'r,c_nr &RFL- 9.r;g.V.. F EXHIBIT "B" Assuming Borrowers' Loan Documents The following documents between AmeriChoice Federal Credit Union and Suite Dreams, LLC and others are the Assuming Borrmvers' Loan Documents: 1. Commercial Guaranty and 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 AmeriChoice Federal Credit Union, et al. 11. Assignment, Assumption, Consent and Release Agreement with AmeriChoice Federal Credit Union, et al. !MN ASS,\IN,CON&RI:I-- 7- 29- 09 -V.', J ROBERT P. ZIEGLER RECORDER OF DEEDS - CUMBERLAND COUNTY ice `: 1 COURTHOUSE SQUARE CARLISLE, PA 17013 i a 717 -240 -6370 _ a Instrument Number - 200929987 Recorded On 8/27/2009 At 10:00:22 AM *Total Pages - 10 • Instrument Type - ASSIGNMENT OF MORTGAGE Invoice Number - 51187 User ID - RAK • Mortgagor - OAKDALE SUITES LLC • Mortgagee - AMEPACHOICE FEDERAL CREDIT UNION • Customer - SAIDS * FEES STATE WRIT TAX', $0.50 Certif cation..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 J of CU04A RECORDER 0 U .EDS tnso `.- Information denoted by an asterisk may chiinge during the verification process and may not be reflected on this page. 1011KS III I!I III II Iill 11 IIII I II! !II (s COMMERCIAL GUARANTY RYincipaj L64n.Date Mats. ;rity Loan No Can 11CO)t Account Officer Initials GL ] References in the boxes above are for Lenders use only and do not limit the applicability of this document to any particular loar. or item. Any Item above containing "" "' has been omitted due to text length limitations. Borrower: Suite Dreams, LLC Lender: AmeriCholce Federal Credit Union EXHIBIT Oakdale Suites, LLC 2175 Bumble Bea Hollow Road 1700 Harrisburg Pike Mechanicsburg, PA 17055 Carlisle, PA 17015 Guarantor: Wafaa Hegazl 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, this Guaranty or any other guaranty of the Indebtedness. 'Guarantor will make any payments to Lender or its order, on demand, In legal tender of the United Slates 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, Guarantees liability is unlimited and Guarantees 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 EXISTINGOR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING 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 Guarantees 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 malled 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 Guarantees written revocation. For this purpose and without limitation, the term "new Indebtedness' does not Include the Indebtedness which at the lime 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 commilment that became binding before revocation: any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantees estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantees death. Subject to the foregoing, Guarantees 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.fluctuatlons 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), shalt not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successorw and'asslgns so long 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, fail 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 lnereol, including without limitation, any nonjudicial sate permitted by the terms of the controlling security agreement or deed of [rust, 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 terns of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor h.as 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: (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantees assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lerder, and all such financial information which currently has been, and all future financial information which will be pruvided to Lender Is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dales the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the dale of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantees financial condition; (H) no litigation,, 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 (.:) 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 that 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 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, 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 riling dale for the, tax reporting period ended. Federal and other governmental lax returns, prepared by a certified public accountant satisfactory to Lender. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) 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 surely, 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 againsl •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 it any time, with respect to any matter whatsoever. Guarantor also waives any and 'all rights or defenses based on surelyship or impairment of collateral Including, but not limited to, any rights or defenses arising by reason of (A) any "one action' or "anti- deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for de)iciency, 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 Guarantors subrogation rights or Guarantors rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, 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 lender, 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 !imitations, if at any lime any action or suit brought by Lender against Guarantor is commenced, therevis 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 rnade by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the 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 Guarantors 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 per fitted by law or public policy. STATUTORY LIEN. Guarantor agrees that all Guarantors 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 dq and Lender may apply the funds In these accounts to pay what Guarantor owes under [he terms of this Guaranty. Shares and deposits.in an Individual Retirement Account and any other account that would lose special lax treatment under state or federal law if given as secuitty are not subject to the security interest Guarantor has - given in Guarantors 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 consequent liquidation 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 deliverer) to Lender. Guarantor agrees, and Lender Is hereby authorized, in the name of Guarantor, from lime to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in'lhis Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses; Guarantor agrees to pay upon demand all of Lender's costs and expenses, Including Lender's reasonable attorneys' fees and Lenders legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enlorce 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 [here 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. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption: headings in [his 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 Lenders request to submit to the jurisdiction or 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 a result of any breach, by 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 died 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 them. 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 otherwise' provided by applicable law, any notice required to be given under (his 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 law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited In the United States mail, as first class, r ertified 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, If there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such walver 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 bf 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, shall constitute a waiver of any of Lenders rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granling 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 refere6ces 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 Guaranty Shall have the meanings attributed to such terms in the Uniform Commercial Code: 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 Wafaa 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 Borrowers promissory notes and /or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The 'words "Related Documents' mean all promissory rotes, 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 CL.ERK 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 WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL 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 AUTI IORITY 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 COMMERCIAL GUARANTY Loan No: (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 THIS GUARANTY 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. GUARANTOR; ti X lti vt� t�, P�UX � ( Seal) Wafaa Hegazi INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) )SS COUNTY OF �I 6,1 this, Ih day of i _ _ r 20 b efore me the undersigned otary PuuliF. personally appeared Wafaa Hegazi, known to me (or satisfactorily proven) to a th se erson who ame is subscribed to the within insiruma'nt, and acknowledged Pit he or she executed Me.same for the purposes ) b ' therein contained. In witness whereof, I hereunto set my hand and official seal r • � / 9 ,� +� f , ,+ ,` r r t i Ni i \ql Kit:11' `I, d (o Putllic Notary Public in and for the Sate of C'a;iiatc }inrn. Culnherkulr,unty. o Ni, (nmmics,nn {'�trin'c I)cc. I3. 2UU °) tAyp,STRlrtll.p YP. ltl D09o CPP+. y+Ur. +n «v. +Su,..e•, Mr +SSI ,ppp AI RISRU RA✓r . PA H.. „x.+[10 /� IRN PR6 DISCLOSURE FOR CONFESSION OF JUDGMENT P'nnc(pal Loali Date Maturity Caan`No Call-/ coo Account Officer tn""'5 $3 876,562 :50 07 -29 2009 08• -20' -2018 GLH 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 Irnglh limitations. Borrower: Suite Dreams, LLC Lender: Amer(Cholce Federal Credit Union Oakdale Sulles, LLC 2175 Bumblo Bee Hollow Road 1700 Harrisburg Pike Mechanicsburg, PA 17055 Carlisle, PA 17015 Declarant: Wafaa Hegazi 15 Prosldent Street Oakdale, NY 11769 DISCLOSURE FOR CONFESSION OF JUDGMENT c% I AM EXECUTING, THIS DAY OF .20 0 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 ANY RIGHT TO ADVANCE NOTICE OF'THE'ENTRY`OFJUDGMENT, AND - 1 EXPRESSLY AGREE'ANO CONSENT TO` fL LENDER'S EN RING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. LA INITIALS: B. I FURTHER UNDERSTAND 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 ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INMALS: _ C. AFTER HAVING 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. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT 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 INSTRUMENT ACCORDING TO LAW. DECLARANT: A l X C ✓ � (Seal) Wafaa Heg& bVtA PNO I..+n - c V., 11500-01 Lw - - -- -- EXHIBIT OAKDALE S UITE S 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 One Day's Interest: 467.4628 52.823.3 s Due Date: 11/20/2013 3.422,697,4 +— Amount Past Due by Payoff Date: 80, 833.83 02/10/201 0 I : Past Due Payment Count: 3 j Late Charge Due: 4,041.68 Y t�xs 729,082.84 I i 08/20/201 0 1 0 I k } 0 2,000,000 4,000,000 6,000,000 (;;; Total Interest ®_a Total Amount ®t Total Sales Tax ll� Total I nsurance a V EMBR Page 1 3 f AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V. / L FAROUK HEGAZI, Confession of Judgment Defendants Complaint pursuant to Pa.R.C.P. 2952 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: � ( � r l � ohn Needs Executive Vice President of Mortgage and Business Lending AmeriChoice Federal Credit Union C'3 ~r r 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 DDethlefsn,aol.com _ AMERICHOICE FEDERAL, IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff, V . FAROUK HEGAZI, No.: Defendant Confession of Judgment 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, Farouk Hegazi, is an adult individual with a current address located at 15 c. President Street, Oakdale, New York, 11769. _- -v.. -° rri � ran CD "0 CD CD Dated: arrell . Dethlefs, 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 I AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS CREDIT UNION CUMBERLAND COUNTY Plaintiff., V. No.. q— 7f/ C FAROUK HEGAZI, Confession of Judgment Defendant Complaint pursuant to Pa.R.C.P. 2952 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, Farouk Hegazi, is over the age of 18 years; that the defendant presently has an address of 15 President Street, Oakdale New York, 11769; and that his occupation listed as disabled on his 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 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Date: ohn Needs Executive Vice Pres. of Mortgage and Business Lending AmeriChoice Federal Credit Union cn!� C x N ,, SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriffs ti r t,,, Di C tfI)4,�1t >i C1 3 rt + Jody S Smith 241111;-F1 FEB 2� Ff� ; Chief Deputy Richard W Stewart CUMBERLAND COUNTY Solicitor .;3P ,v ;: '1,.E kE PENNSYLVANIA Americhoice Federal Credit Union vs. Case Number Farouk Hegazi 2014-799 SHERIFF'S RETURN OF SERVICE 02/1 8/2014 03:05 PM- Deputy William Cline, being duly sworn according to law, served the requested Complaint in Confession of Judgment by"personally" handing a true copy to a person representin• emselves to be the Defendant, to wit: Farouk Hegazi at 1700 Harrisburg Pike, Middlesex Towr,ship -rl. ;A:1515. ,d0/4 ' ■ C E, EPUTY SHERIFF COST: $35.24 SO ANSWERS, 9.. '.1:f&"g'-4----------- February 19, 2014 RONNY R ANDERSON, SHERIFF i^:Fu -r 7 e r n. ...,_