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HomeMy WebLinkAbout09-0494IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of CIVIL DIVISION FIRST NATIONAL BANK OF PENNSYLVANIA, Plaintiff, NO.: bq - J4 qtl 0'i"if I °l.. -m vs. MASS CONSTRUCTION GROUP, INC., MICHAEL A. SOLA and ANN MARIE SOLA, Defendants. CONFESSION OF JUDGMENT Pursuant to the authority in the Warrant of Attorney contained in the aforesaid Note and Guarantees, copies of which are attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of Plaintiff and against Defendants as follows: $900,000.00 Note Principal $ 500,000.00 Interest to 1/19/2009 $ 1,239.58 Attorneys' Fees (10% of the total $ 50,123.96 amount due) TOTAL $ 551.363.54 with interest on the principal sum ($500,000.00) from January 19, 2009 at the contractual rate. $91,000.00 Note Principal $ 75,569.15 Interest to 1/19/2009 $ 72.42 Attorneys' Fees (10% of the total 7,564.16 amount due) TOTAL $ 83,205.73 with interest on the principal sum ($38,342.80) from January 19, 2009 at the contractual rate. GRAND TOTAL $ 634,569.27 with interest on the principal sum ($575,569.15) from January 19, 2009. JAb BY Kimberly A. Bonner, Esquire PA I.D. # 89705 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Y LLP PA I.D. # 55650 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of CIVIL DIVISION FIRST NATIONAL BANK OF PENNSYLVANIA, Plaintiff, vs. MASS CONSTRUCTION GROUP, INC., MICHAEL A SOLA and ANN MARIE SOLA, Defendants. TO: DEFENDANT(S) YOU ARE HEREBY NOTIFIED TO PLEAD TO THE ENCLOSE OT%G INT WITHIN TWENTY (20) DAYS FROM SE CO 2PVMAY BE T NO.. TYPE OF PLEADING CIVIL ACTION - COMPLAINT IN CONFESSION OF JUDGMENT FILED ON BEHALF OF: The Legacy Bank, a division of First National Bank of Pennsylvania, Plaintiff COUNSEL OF RECORD FOR THIS PARTY: Scott A. Dietterick, Esquire Pa. I.D. #55650 Kimberly A. Bonner, Esquire Pa. I.D. #89705 FOR I HEREBY CERTIFY'TI OF THE PLAINTIFF IS: 2600 Conmwee Drive Harrisburg, PA 17110 THE ADDRESS JAMES, SMITH, DIETTERICK & CONNELLY LLP AND TEE D 5431 Jon own Michael S i 2130 Y j P.O. Box 650 rg, P )l Hershey, PA 17033 o (717) 533-3280 A 1 A IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of CIVIL DIVISION FIRST NATIONAL BANK OF PENNSYLVANIA, 'Plaintiff, NO.: vs. MASS CONSTRUCTION GROUP, INC., MICHAEL A. SOLA and ANN MARIE SOLA, Defendants. CIVIL ACTION - COMPLAINT IN CONFESSION OF JUDGMENT And now comes The Legacy Bank, a division of First National Bank of Pennsylvania, by its attorneys, James, Smith, Dietterick & Connelly LLP, and files this Complaint in Confession of Judgment as follows: 1. The Plaintiff is The Legacy Bank, a division of First National Bank of Pennsylvania, which has its principal place of business at 2600 Commerce Drive, Harrisburg, Pennsylvania 17110. 2. Defendant, Mass Construction Group, Inc., is a Pennsylvania corporation authorized to conduct business in the Commonwealth of Pennsylvania with an office located at 5431 Jonestown Road, Harrisburg, Pennsylvania 17112. 3. Defendant, Michael A. Sola, ("Mr. Sola") and Ann Marie Sola ("Mrs. Sola") are adult individuals residing at 2130 Yale Avenue, Camp Hill, Pennsylvania 17011. 4. On or about August 31, 2001, Mass Construction Group, Inc., executed and delivered a certain Note in favor of Plaintiff in the original principal amount of $800,000.00 C'$800,000.00 Note"), which Note authorized the confession of judgment against Mass Construction Group, Inc. A copy of said $800,000.00 Note, which copy is a true and correct reproduction of the original $800,000.00 Note, is marked Exhibit "A", attached hereto and made a part hereof 5. On or about August 31, 2001, as security for the $800,000.00 Note, Mr. Sola executed and delivered a certain Unconditional Guarantee in favor of Plaintiff ("$800,000.00 Mr. Sola Guarantee") wherein Mr. Sola absolutely and unconditionally guaranteed payment and performance under the $800,000.00 Note, which $800,000.00 Mr. Sola Guarantee authorized the confession of judgment against Mr. Sola. A true and correct copy of said $800,000.00 Mr. Sola Guarantee, which copy is a true and correct reproduction of the original $800,000.00 Mr. Sola Guarantee, is marked Exhibit "B", attached hereto and made a part hereof. 6. On or about August 31, 2001, as security for the $800,000.00 Note, Mrs. Sola executed and delivered a certain Unconditional Limited Guarantee in favor of Plaintiff ("$800,000.00 Mrs. Sola Guarantee") (collectively the $800,000.00 Mr. Sola Guarantee and the $800,000.00 Mrs. Sola Guarantee referred to as "$800,000.00 Guarantees") wherein Mrs. Sola absolutely and unconditionally guaranteed payment and performance under the $800,000.00 Note, which $800,000.00 Mrs. Sola Guarantee authorized the confession of judgment against Mrs. Sola. A true and correct copy of said $800,000.00 Mrs. Sola Guarantee, which copy is a true and correct reproduction of the original $800,000.00 Mrs. Sola Guarantee, is marked Exhibit "C", attached hereto and made a part hereof. 7. On or about February. 14, 2003, Mr. Sola and Mrs. Sola, executed and delivered a certain Note in favor of Plaintiff in the original principal amount of $91,000.00 ("$91,000.00 Note'), which Note authorized the confession of judgment against Mr. Sola and Mrs. Sola. A copy of said $91,000.00 Note, which copy is a true and correct reproduction of the original $91,000.00 Note, is marked Exhibit "D", attached hereto and made a part hereof. COUNTI CONFESSION OF JUDGMENT UNDER $800,000.00 NOTE AND $800,000.00 GUARANTEES 8. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through 7 as if set forth fully herein. 9. Neither the $800,000.00 Note nor the $800,000.00 Guarantees have been released, transferred or assigned. 10. Judgment has not been entered against the Defendants on either the $800,000.00 Note or $800,000.00 Guarantees in any jurisdiction. 11. Defendants are in default under the aforesaid $800,000.00 Note and $800,000.00 Guarantees for failure to pay installments of principal and interest when demanded and failed to cure the default within ten (10) days after written notice of same as required in the Note and Guarantees. A true and correct copy of the Notice, dated September 10, 2008, is marked Exhibit "B" attached hereto and made a part hereof. 12. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 13. The itemization of the amount due, including interest and attorneys' fees as authorized by the $800,000.00 Note and $800,000.00 Guarantees, is as follows: Principal $ 500,000.00 Interest to 1/19/2009 $ 1,239.58 Attorneys' Fees (10% of the total $ 50,123.96 amount due) TOTAL $ 551,363.54* *with interest on the principal sum ($500,000.00) from January 19, 2009 at the contractual rate. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in the $800,000.00 Note and the $800,000.00 Guarantees, demands judgment against the Defendants in the amount of $551,363.54 with interest on the principal sum from January 19, 2009 at the contractual rate. COUNT II CONFESSION OF JUDGMENT UNDER $91,000.00 NOTE 14. Plaintiff hereby incorporates by reference its averments in Paragraphs 1 through 13 as if set forth fully herein. 15. The $91,000.00 Note has not been released, transferred or assigned. 16. Judgment has not been entered against the Defendants on the $91,000.00 Note in any jurisdiction. 17. Defendants are in default under the aforesaid $91,000.00 Note for failure to pay installments of principal and interest when due and neither the Note nor Guarantees require prior notice to entry of judgment. 18. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 19. The itemization of the amount due, including interest and attorneys' fees as authorized by the $91,000.00 Note, is as follows: Principal $ 75,569.15 Interest to 1/19/2009 $ 72.42 Attorneys' Fees (10% of the total 7,564.16 amount due) TOTAL $ 83,205.73* *with interest on the principal sum ($75,569.15) from January 19, 2009 at the contractual rate. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in the $91,000.00 Note, demands judgment against the Defendants in the amount of $83,205.73 with interest on the principal sum from January 19, 2009 at the contractual rate. WHEREFORE, Plaintiff, as authorized by the warrants of attorney contained in the $800,000.00 Note, $800,000.00 Guarantees and the $91,000.00 Note demands judgment in its favor and against Defendants in the total sum of $634,569.27 with interest on the principal sum ($575,569.15) from January 19, 2009 at the contractual rate, and brings said instrument to Court to recover the said sum. Submitted: JAMWA?erriickk, r?UCK & CONNELLY LLP BY: Esquire PA I.D. # 5650 Kimberly A. Bonner, Esquire PA I.D. # 89705 Attorneys for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 THIS IS AN ATTEMPT TO COLLECT A DEBT, AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. EXHIBIT "A" i LOAN NUMBER LOAN NAME ACCT. NUMBER i 000-32256 Mass Construction Group, Inc. NOTE DATE INITIALS NOTE AMOUNT INDEX (w/Margin) 08131/01 JEG $800,000.00 Wall Street Journal Prime plus RATE MATURITY DATE LOAN PURPOSE 1.000% 7.5% Payable on Demand Commercial Creditor Use Only PROMISSORY MOTE (Commercial - Revolving Draw - Variable Rate) DATE AND PARTIES. The date of this Promissory Note INotel Is August 31, 2001. The parties and their addresses are: LENDER: LEGACY BANK 2600 Commerce Drive Harrisburg, Pennsylvania 17110 Telephone: (717) 441.3400 x102 BORROWER: MASS CONSTRUCTION GROUP, INC. a Pennsylvania Corporation 5431 Jonestown Road Harrisburg, Pennsylvania 17112 1. DEFINITIONS. As used in this Note, the terms have the following meanings: A. Pronouns. The Pronouns "I," "me," and "my refer to each Borrower signing this Note, individually and together with their heirs, successors and assigns, and each other person or legal entity (including guarantors, endorsers, and sureties) who agrees to pay this Note. 'You" and "Your" refer to the Lender, with its Participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Loan, B. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note. C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications, security agreements, disclosures or notes, and this Note. D. Property, Property Is any property, real, personal or intangible, that secures my performance of the obligations of this Loan. E. Percent. Rates and rate change limitations are expressed as annualized percentages. 2. PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, amounts advanced from time to time under the terms of this Note up to the maximum outstanding principal balance of $800,000.00 (Principal) plus interest from the date of oisbursement, on the unpaid outstanding Principal balance until paid in full. I may borrow up to the Principal amount more than one time. All advances made will be made subject to all other terns and conditions of this Loan. 3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 7.5 percent (interest Rate) until September 1, 2001, after which time it may change as described in the Variable Rate subsection. A. Interest After Default. If you declare a default under the terms of this Loan, including for failure to pay in full at maturity, you may increase the Interest Rate payable on the outstanding Principal balance of this Note. In such event, interest will accrue in the following manner: In the event of default for which Lender does not accelerate the Loan, including failure of borrower to provide the financial statements as required hereunder or under the loan agreement, the applicable interest rate to the Loan for a period beginning three (3) days after written notice of such default and ending upon the curing of said noticed default, shall increase three percent (3%) during the period which noticed default continues. Such default interest rate shall apply to the outstanding principal balance of the Loan. Upon the curing of the noticed default, the interest rate on the Loan shall revert to the initially agreed upon interest rate effective on the date on which the default is cured. B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note or obligation will be limited to the Maximum Lawful Amount of interest allowed by state or federal law. Amounts collected in excess of the Maximum Lawful Amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me. C. Statutory Authority. The amount assessed or collected on this Note is authorized by the Pennsylvania Simplification and Availability of Bank Credit Act (Pa. Stat. Ann, title 7. 3 322). D. Accrual. During the scheduled term of this Loan interest accrues using an Actual/360 days counting method. E. Variable Rate, The Interest Rate may change during the term of this transaction. (1) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: the highest base rate on corporate loans posted by at least 76% of the nation's 30 largest banks that The Well Street Journal publishes as the Prime Rate. The Current Index is the most recent Index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this Note will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice. (2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change September 1, 2001 and daily thereafter. (3) Calculation Of Change. On each Change Date, you will calculate the Interest Rate, which will be the Current Index plus 1.000 percent. The result of this calculation will be rounded up to the nearest .125 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note. (4) Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments will change. Mass Construction Group, Inc. Pennsylvania Promissory Note PA/4XPMcCann00505900003326017082901N 01996 Bankers Systems, Inc., St. Cloud, MN Fes; . 4. ADDITIONAL CHARGES. As additional consideration, I agree to pay, or have paid, the fees and charges listed on the APPENDIX: FEES AND CHARGES, which is attached to and made part of this Note. 6. REMEDIAL CHARGES. In addition to Interest or other finance charges, I agree that I will pay these additional fees based on my method and pattern of payment. Additional remedial charges may be described elsewhere in this Note. A. Lam Charge. If a payment is more than 15 days late, I will be charged 6.000 percent of the Amount of Payment. I will pay this late charge promptly but only once for each late payment. 6. GOVERNING AGREEMENT. This Note is further governed by the Commercial Loan Agreement executed between you and the as part of this Loan, as modified, amended or supplemented. Upon execution of this Note, I represent that I have reviewed and am in compliance with the terms contained in the Commercial Loan Agreement. 7. PAYMENT. I agree to pay this Note on demand. Upon your demand the entire unpaid balance of Principal and accrued interest, along with any earned, and unpaid fees or charges, and the amount of any advances made on my behalf, will be due and owing. In addition, I agree to make the following payments: Interest shall be payable monthly on any unpaid principal balance on the 31st of each month beginning September 31, 2001. Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31st day of a month that contains no such day will, Instead, be made on the last day of such month. Each payment I make on this Note will be applied first to interest that is due then to principal that is due, and finally to any charges that I owe other than principal and Interest. If you and I agree to a different application of payments, we will describe our agreement on this Note. The actual amount of my final payment will depend on my payment record. 8, PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full. 9. LOAN PURPOSE. The purpose of this Loan is to provide a working capital line of credit. 10. SECURITY. This Loan is secured by separate security instruments prepared together with this Note as follows: Document Name Parties to Document Security Agreement - Mass Construction Group, Inc. Mass Construction Group, Inc. 11. ASSUMPTIONS. Someone buying the Property cannot assume the obligation, You may declare the entire balance of the Note to be immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, or transfer of the Property. However, I may sell or similarly dispose of any Property that is inventory, 12. WAIVERS AND CONSENT. To the extent not prohibited by law, 1 waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor. A. Additional Waivers By Borrower, In addition, I, and any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to this Note. (11 You may renew or extend payments on this Note, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (31 You may release, substitute or impair any Property securing this Note. (4) You, or any institution participating in this Note, may invoke your right of set-off. (6) You may enter into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) 1 agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing, guarentying or relating to this Note. (7) 1 agree that you may inform any party who guarantees this Loan of any Loan accommodations, renewals, extensions, modifications, substitutions or future advances. 8. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in this Note, or other Loan documents, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you. 13. APPLICABLE LAW. This Note is governed by the laws of Pennsylvania, the United States of America and to the extent required, by the laws of the jurledletion where the Property is located. In the event of a dispute, the exclusive forum, venue and place of jurisdiction will be in Pennsylvania, unless otherwise required by law. Any provision that appoints you as an agent is not subject to the provisions of 20 Pa.C.S.A. Section 6601 et seq. (Chapter 66; Decedents, Estates and Fiduciaries Code). By exercising any of your rights under this Note, you do so for your sole benefit. 14. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this Loan Is Independent of the obligation of any other person who has also agreed to pay it. You may sue me alone, or anyone else who is obligated on this Loan, or any number of us together, to collect this Loan, Extending this Loan or new obligations under this Loan, will not affect my duty under this Loan and I will still be obligated to pay this Loan. The duties and benefits of this Loan will bind and benefit the successors and assigns of you and me. 15. AMENDMENT; INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note is the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. 16, INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Note. 17, NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS, Unless otherwise required by law, any notice will be given by delivering it or mailing It by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one party will be deemed to be notice to all parties. I will inform you in writing of any change in my name, address or other application information. 1 agree to sign, deliver, and file any additional documents or certifications that you may consider necessary to perfect, continue, and preserve my obligations under this Loan and to confirm your lien status on any Property. Time is of the essence. 18. CREDIT INFORMATION. I agree that from time to time you may obtain credit information about me from others, including other lenders and credit reporting agencies, and report to others (such as a credit reporting agency) your credit experience with me. I agree that you will not be liable for any claim arising from the use of information provided to you by others or for providing such information to others. Mass Construction Group, Inc. Pennsylvania Promissory Note PA14XPMcCann00605900003326017082901N 01996 Bankers Systems, Inc., St. Cloud, MN F i j Irnuals?Wt Page 2 2 wmcn ? . upon oersult, In addition to ON other remedies end rights available to you, by signing gXor I irrovogbly authorize the prothonotary, Clerk, or any attorney to appear in any Court of record having jurisdiction over this matter and to confess time without stay of execution. 1 waive notice, service of process, and process, I agree and understand that d against me at gm&nt may judgment me for any n any principal, accrued interest, and accrued charges due on this Note, plus Collection costs and ju attorneys' l be 15 percent rd nt against ms dg any unpaid exercise of the power to confess reasonable attorneys' fees up to 15 percent of the judgment, The understand that Aidg r ent will not exhaust this warrant of authority to confess judgment and may be done as often as you elect. I further my property may be seized without prior notice to satisfy the debt owed. I knowingly, intentionally, and voluntarily waive any and all constitutional rights 1 hove to pm-deprivation notice end hearing under federal and state laws and fully understand the consequences of this waiver. By sign"74-madintely below. I alp" the term of the CONFESSION OF JUDGMENT section. *and after ten (10) days written notice and failure to cure same.,.. 19. SIGNATURES. By signing under seal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note. Mass Construction Group, Inc. Pennsylvania Promissory Nato y"i????t/, PAI4XPMcCannOO506900003326017082901N 01996 Bankers Systems, Inc., St. Cloud, MN ,. InitialsjPi_-_ _ 1060-0 -3 APPENDIX: FEES AND CHARGES As described in the ADDITIONAL CHARGES section of the attached Note, i agree to pay, or have paid, these additional fees and charges. Nonrefundable Fees and Charges. The following fees are earned when collected and will not be refunded if I prepay this Note before the scheduled maturity date. UCC Searches . A(n) UCC Searches fee of $46.00 payable from separate funds on or before today's date. UCC Filing . Ain) UCC Filing fee of $84.00 payable from separate funds on or before today's date. Document Preparation. Ain) Document Preparation fee of $450.00 payable from separate funds on or before today's date. Mass Construction Group, Inc. Pennsylvania Promissory Note PA/4XPMcCann00505900003326017082901 N 'dt 996 Bankers S Initials ystems; inc.; 5t. Cloud, MN fir „ age' 4 GUARANTY (Continuing Debt - Unlimited) DATE AND PARTIES. The date of this Guaranty Is August 31, 2001. The parties and their addresses are: LENDER: LEGACY BANK 2600 Commerce Drive Harrisburg, Pennsylvania 17110 Telephone: (717) 441-3400 x102 BORROWER: MASS CONSTRUCTION GROUP, INC. a Pennsylvania Corporation 5431 Jonestown Road Harrisburg, Pennsylvania 17112 GUARANTOR: MICHAEL A. SOLA 2130 Yale Awwe. -Ne/ Camp Hill, Pennsylvania 447440. /V1 1. DEFINITIONS. As used in this Guaranty, the terms have the following meanings: A. Pronouns. The pronouns '1', "me" and 'my' refer to all persons or entities signing this Guaranty, individually and together with their heirs, successors and assigns. "You" and "your" refer to the Lander, with its participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Debt. B. Note. "Note` refers to the document that evidences the Borrower's indebtedness, and any extensions, renewals, modifications and substitutions of the Note. C. Debt. 'Debt" refers to debts, liabilities, and obligations of the Borrower (including, but not limited to, amounts agreed to be paid under the terms of any notes or agreements securing the payment of any debt, loan, liability or obligation, overdrafts, letters of credit, guaranties, advances for taxes, insurance, repairs and storage, and all extensions, renewals, refinancings and modifications of these debts) whether now existing or created or incurred in the future, due or to become due, or absolute or contingent, including obligations and duties arising from the terms of all documents prepared or submitted for the transaction such as applications. security agreements, disclosures, the Note, and this Guaranty. Debt does not include any obligations incurred by the Borrower after the date of this Guaranty for which the Borrower meets your standard of creditworthiness based on the Borrower's own assets and income without the addition of a guaranty or for which, although you require a guaranty, the Borrower chooses someone other than me to guaranty the obligation. D. Property. 'Property' means any property, real, personal or intangible, that secures performance of the obligations of the Note, Debt, or this Guaranty. 2. AGREEMENT TO GUARANTY. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce you, at your option, to make loans or engage in any other transactions with the Borrower from time to time, I absolutely and unconditionally promise to pay and guaranty the full and prompt payment of the following Debt when due (whether at maturity or upon acceleration), including without limitation, all principal, accrued Interest, attorneys' fees and collection costs, when allowed by low, that may become due from the Borrower to you in collecting the Debt and in enforcing this Guaranty and all other agreements with respect to the Borrower. 3. SPECIFIC AND FUTURE DEBT GUARANTY. I absolutely and unconditionally agree to all terms of and guarantee to you the payment and performance of each and every Debt, of every type, purpose and description that the Borrower either individually, among all or a portion of themselves, or with others, may now or at any time in the future owe you, including, but not limited to the following described Debt(s): You may, without notice, apply this Guaranty to such Debt of the Borrower as you may select from time to time. 4. EXTENSIONS. i consent to all renewals, extensions, modifications and substitutions of the Debt which may be made by you upon such terms and conditions as you may see fit from time to time without further notice to me and without limitation as to the number of renewals, extensions, modifications or substitutions. A. Future Advances. I waive notice of and consent to any and all future advances made to the Borrower by you. 5. PRIMARY LIABILITY. I am primarily liable under this Guaranty, regardless of whether or not you pursue any of your remedies against the Borrower, against any other maker, surety, guarantor or endorser of the Debt or against any Property. You may sue me alone, or anyone else who is obligated on this Guaranty, or any number of us together, to collect the Debt. My liability Is not conditioned on the signing of this Guaranty by any other person and further is not subject to any condition not expressly set forth in this Guaranty or any instrument executed in connection with the Debt. My obligation to pay according to the terms of this Guaranty shall not be affected by the Illegality, invalidity or unenforceability of any notes or agreements evidencing the Debt, the violation of any applicable usury laws, forgery, or any other circumstances which make the Indebtedness unenforceable against the Borrower. I will remain obligated to pay on this Guaranty even if any other person who is obligated to pay the Debt, Including the Borrower, has such obligation discharged in bankruptcy, foreclosure, or otherwise discharged by law. 6. BANKRUPTCY. If a bankruptcy petition should at any time be filed by or against the Borrower, the maturity of the Debt, to for as my liability is concerned, shall be accelerated and the Debt shall be immediately payable by me. I acknowledge and agree that this Guaranty, and the Debt secured hereby, will remain in full force and effect at all times, notwithstanding any action or undertakings by, or against, you or against any Property, in connection with any obligation In any proceeding in the United States Bankruptcy Courts. Such action or undertaking includes, without limitation, valuation of Property, election of remedies or imposition of secured or unsecured claim status upon claims by you, pursuant to the United States Bankruptcy Code, as amended. In the event that any payment of principal or interest received and paid by any other guarantor, borrower, surety, endorser or co-maker is deemed, by final order of a court of competent jurisdiction, to have been a voidable preference under the bankruptcy or insolvency laws of the United States or otherwise, then my obligation will remain as an obligation to you and will not be considered as having been extinguished. 7. REVOCATION. I agree that this is an absolute and unconditional Guaranty. I agree that this Guaranty will remain binding on me, whether or not there are any debts outstanding, unfit you have actually received written notice of my revocation or written notice of my death or Incompetence. Notice of revocation or notice of my death or incompetence will not affect my obligations under this Guaranty with respect to any Debts incurred by or for which you have made a commitment to Borrower before you actually receive such notice, and all renewals, extensions, refinancings, and modifications of such Debts. I agree that if any other person signing this Guaranty provides a notice of revocation to you, I will still be obligated under this Guaranty until I provide such a notice of revocation to you. If any other person signing this Guaranty dies or is declared incompetent, such fact will not affect my obligations under this Guaranty. Mass Construction Group, inc. Pennsylvania Guaranty PA/4XPMcCann00505900003326017082901Y Initials 01996 Bankers Systems, Inc., St. Cloud; MN E5g59 S. PROPERTY. I agree that any Property may be assigned, exchanged, released in whole or in part or substituted without notice to me and without defeating, discharging or diminishing my liability. My obligation is absolute and your failure to perfect any security interest or any act or omission by you which impairs the Property will not relieve me or my liability under this Guaranty. You are under no duty to preserve or protect any Property until you are in actual or constructive possession. For purposes of this paragraph, you will only be In 'actual' possession when you have physical, immediate and exclusive control over the Property and have accepted such control in writing. Further, you will only be deemed to be in "constructive' possession when you have both the power and intent to exercise control over the Property. 9. DEFAULT. 1 will be in default If any of the following occur: A. Payments. I fail to make a payment in full when due. B. Insolvency or Bankruptcy. I make an assignment for the benefit of creditors or become insolvent, either because my liabilities exceed my assets or I am unable to pay my debts as they become due; or I petition for protection under federal, state or local bankruptcy, insolvency or debtor relief laws, or am the subject of a petition or action under such laws and fail to have the petition or action dismissed within. a reasonable period of time not to exceed 60 days. D. Failure to Perform. I fail to perform any condition or to keep any promise or covenant of this Guaranty. E. Other Documents. A default occurs under the terms of any other transaction document. F. Other Agreements. 1 am in default on any other debt or agreement i have with you. G. Misrepresentation. I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material fact at the time it is made or provided. H. Judgment. I fail to satisfy or appeal any judgment against me. 1. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal authority. J. Name Change. 1 change my name or assume an additional name without notifying you before making such a change. K. Property Transfer. I transfer all or a substantial part of my money or property. k-slifive 41494 you 0. - i-____._1 I t02 ?WA=IVERSAND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor, A. Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (21 You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or Impair any Property securing the Debt. (4) You, or any institution participating in the Debt, may invoke your right of set-off. 15) You may artier into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) 1 agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of-any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) 1 agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) 1 agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes In no way affect or Impair my liability. In addition, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in .the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co- partner with the Borrower, an entity in which the Borrower Is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid. 8. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in the Debt instruments, shall not be construed as a waiver by you, unless any such waiver Is In writing and is signed by you. C. Waiver of Claims. I waive all claims for loss or damage caused by your acts or omissions where you acted reasonably and in good faith. 11. REMEDIES. After the Borrower or I default, and after you give any legally required notice and opportunity to cure the default, you may at your option do any one or more of the following. A. Acceleration. You may make all or any pert of the amount owing by the terms of this Guaranty immediately due. 8. Sources. You may use any and all remedies you have under state or federal law or in any instrument securing the Debt. C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on default. D. Payments Made on the Borrower's Behalf. Amounts advanced on the Borrower's behalf will be Immediately due and may be added to the balance owing under the Debt. E. Termination. You may terminate my right to obtain advances and may refuse to make any further extensions of credit. F. Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Guaranty against any right I have to receive money from you. My right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation. 'Any amount due and payable under the terms of this Guaranty' means the total amount to which you are entitled to demand payment under the terms of this Guaranty at the time you set-off. Subject to any other written contract, If my right to receive money from you is also owned by someone who has not agreed to pay the Debt, your right of set- off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request or endorsement. Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account. Mass Construction Group, Inc. Pennsylvania Guaranty PA/4XPPAt:Cann00606900003326017082901Y 01996 Bankers Systems, Inc.; St: Cloud, MN Fir " Initials You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. 1 agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off. G. Waiver. Except as otherwise required by low, by choosing any one or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again. 12. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after Default, to the extent permitted by law, I agree to pay all expenses of collection, enforcement or protection of your rights and remedies under this Guaranty or any instrument executed in connection with the creation of any Debt guarantied by this Guaranty. All fees and expenses will be secured by the Property I have granted you, if any. To the extent permitted by the United States Bankruptcy Code, 1 agree to pay the reasonable attorneys' fees you. incur to collect the Debt guarantied by this Guaranty as awarded by any court exercising jurisdiction under the Bankruptcy Code. 13. WARRANTIES AND REPRESENTATIONS. I have the right and authority to enter into this Guaranty. The execution and delivery of this Guaranty will not violate any agreement governing me or to which I am a party. In addition, I represent and warrant that this Guaranty was entered into at the request of the Borrower, and that 1 am satisfied regarding the Borrower's financial condition and existing indebtedness, authority to borrow and the use and intended use of all Debt proceeds. 1 further represent and warrant that I have not relied on any representations or omissions from you or any information provided by you respecting the Borrower, the Borrower's financial condition and existing indebtedness, the Borrower's authority to borrow or the Borrower's use and intended use of all Debt proceeds. 14. RELIANCE. I acknowledge that you are relying on this Guaranty in extending credit to the Borrower, and I have signed this Guaranty to induce you to extend such credit. I represent and warrant to you that 1 have a direct and substantial economic interest in the Borrower and expect to derive substantial benefits from any loans and financial accommodations resulting in the creation of indebtedness guaranteed hereby, I agree to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in the manner as previously described in this Guaranty if at any time, in my opinion, the benefits then being received by me in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty. You may rely conclusively on a continuing warranty that 1 continue to be benefited by this Guaranty and you will have no duty to inquire into or confirm the receipt of any such benefits, and this Guaranty will be effective and enforceable by you without regard to the receipt, nature or value of any such benefits. 16. APPLICABLE LAW. This Guaranty is governed by the laws of Pennsylvania, the United States of America and to the extent required, by the laws of the jurisdiction where the Property is located. 16. AMENDMENT, INTEGRATION AND SEVERABILITY. This Guaranty may not be amended or modified by oral agreement. No amendment or modification of this Guaranty is effective unless made in writing and executed by you and me. This Guaranty is the complete and final expression of the agreement. If arty provision of this Guaranty is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. 17. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Guaranty. 18. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering It or mailing it by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one party will be deemed to be notice to all parties. I will inform you in writing of any change in my name, address or other application information. I will provide you any financial statement or information you request. All financial statements and information I give you will be correct and complete. I agree to sign, deliver, and file any additional documents or certifications that you may consider necessary to perfect, continue, and preserve my obligations under this Guaranty and to confirm your lien status on any Property. Time is of the essence. 19. CREDIT INFORMATION. I agree that from time to time you may obtain credit information about me from others, including other lenders and credit reporting agencies, and report to others (such as a credit reporting agency) your credit experience with me_ I agree that you will not be liable for any claim arising from the use of information provided to you by others or for providing such information to others. WARRANT OF AUTHORITY TO CONFESS JUDGMENT. Upon default, in addition to all other remedies and rights available to you, by signing below 1 irrevocably authorize the prothonotary, clerk, or any attorney to appear in any court of record having jurisdiction over this matter and to confess Judgment against me at any time without stay of execution. 1 waive notice, service of process, and process.. I agree and understand that judgment may be confessed against me for any unpaid principal, accrued interest, and accrued charges due on this Guaranty, plus collection costs and reasonable attorneys' fees up to 16 percent of the judgment. The exercise of the power to confess judgment will not exhaust this warrant of authority to confess judgment and may be done as often as you elect. I further understand that my property may be seized without prior notice to satisfy the debt owed. I knowingly, intentionally, and voluntarily waive any and all constitutional rights I have to pro-deprivation notice and hearing under federal and state laws and fully understand the consequences of this waiver. By signing immediately below, 1 agree to the terms of the CONFESSION OF JUDGMENT section. r *and after ten (10) days written notice and is ael A. S a failure to cure same.... 20. SIGNATURES, By signing under seal, 1 agree to the terms contained in this Guaranty. I also acknowledge receipt of a copy of this Guaranty. GUA i R- (Seel) ohael A. Sola eo .eu wuan croup, inc. Pennsylvania Guaranty Initials PA/4XPMeCannOO60S900003326017082901Y 01996 Bankers Systems,, Inc., St. Cloud, MN-- EXHIBIT "C" i' GUARANTY (Continuing Debt - Unlimited) DATE AND PARTIES. The date of this Guaranty Is August 31, 2001. The parties and their addresses are: LENDER: LEGACY BANK 2600 Commerce Drive Harrisburg, Pennsylvania 17110 Telephone: (717) 441-3400 002 BORROWER: MASS CONSTRUCTION GROUP, INC. a Pennsylvania Corporation 5431 Jonestown Road Harrisburg, Pennsylvania 17112 GUARANTOR: ANN MARIE SOLA 2130 Yale Avenue Camp Hill, Pennsylvania 17011 1. DEFINITIONS. As used in this Guaranty, the terms have the following meanings: A. Pronouns, The pronouns "I", 'me" and "my" refer to all persons or entities signing this Guaranty, individually and together with their heirs, successors and assigns. "You' and "your" refer to the Lender, with its participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Debt. B. Note. "Note" refers to the document that evidences the Borrower's indebtedness, and any extensions, renewals, modifications and substitutions of the Note. C. Debt. "Debt" refers to debts, liabilities, and obligations of the Borrower (including, but not limited to, amounts agreed to be paid under the terns of any notes or agreements securing the payment of any debt, loan, liability or obligation, overdrafts, letters of credit, guaranties, advances for taxes, insurance, repairs and storage, and all extensions, renewals, refinancings and modifications of these debts) whether now existing or created or Incurred in the future, due or to become due, or absolute or contingent, Including obligations and duties arising from the terms of all documents prepared or submitted for the transaction such as applications, security agreements, disclosures, the Note, and this Guaranty. Debt does not include any obligations incurred by the Borrower after the date of this Guaranty for which the Borrower meets your standard of creditworthiness based on the Borrower's own assets and income without the addition of a guaranty or for which, although you require a guaranty, the Borrower chooses someone other than me to guaranty the obligation. D. Property, "Property" means any property, real, personal or intangible, that secures performance of the obligations of the Note. Debt, or this Guaranty. 2. AGREEMENT TO GUARANTY. For good and valuable consideration, the receipt.and sufficiency of which is hereby acknowledged, and to induce you, at your option, to make loans or engage In any other transactions with the Borrower from time to time, I absolutely and unconditionally promise to pay and guaranty the full and prompt payment of the following Debt when due (whether at maturity or upon acceleration), including without limitation, all principal, accrued interest, attorneys' fees and collection costs, when allowed by law, that may become due from the Borrower to you in collecting the Debt and in enforcing this Guaranty and all other agreements with respect to the Borrower. 3. SPECIFIC AND FUTURE DEBT GUARANTY. I absolutely and unconditionally agree to all terms of and guarantee to you the payment and performance of each and every Debt, of every type, purpose and description that the Borrower either individually, among all or a portion of themselves, or with others, may now or at any time in the future owe you, including, but not limited to the following described Debt(s): You may, without notice, apply this Guaranty to -such Debt of the Borrower as you may select from time to time. 4. EXTENSIONS. I consent to all renewals, extensions, modifications and substitutions of the Debt which may be made by you upon such terms and conditions as you may see fit from time to time without further notice to me and without limitation as to the number of renewals, extensions, modifications or substitutions. A. Future Advances. 1 waive notice of and consent to any and all future advances made to the Borrower by you. 5. PRIMARY LIABILITY. 1 am primarily liable under this Guaranty, regardless of whether or not you pursue any of your remedies against the Borrower, against any other maker, surety, guarantor or endorser of the Debt or against any Property. You may sue me alone, or anyone also who is obligated on this Guaranty, or any number of us together, to collect the Debt. My liability is not conditioned on the signing of this Guaranty by any other person and further is not subject to any condition not expressly set forth in this Guaranty or any instrument executed in connection with the Debt. My obligation to pay according to the terms of this Guaranty shall not be affected by the illegality, invalidity or unenforceability of any notes or agreements evidencing the Debt, the violation of any applicable usury laws, forgery, or any other circumstances which make the indebtedness unenforceable against the Borrower. I will remain obligated to pay on this Guaranty even if any other person who is obligated to pay the Debt, including the Borrower, has such obligation discharged In bankruptcy, foreclosure, or otherwise discharged by law. 6. BANKRUPTCY. If a bankruptcy petition should at any time be filed by or against the Borrower, the maturity of the Debt, so far as my liability is concerned, shall be accelerated and the Debt shall be immediately payable by me. I acknowledge and agree that this Guaranty, and the Debt secured hereby, will remain in full force and effect at all times, notwithstanding any action or undertakings by, or against, you or against any Property, in connection with any obligation In any proceeding in the United States Bankruptcy Courts. Such action or undertaking includes, without limitation, valuation of Property, election of remedies or imposition of secured or unsecured claim status upon claims by you, pursuant to the United States Bankruptcy Code, as amended. In the event that any payment of principal or interest received and paid by any other guarantor, borrower, surety, endorser or co-maker is deemed, by final order of a court of competent jurisdiction, to have been a voidable preference under the bankruptcy or insolvency laws of the United States or otherwise, then my obligation will remain as an obligation to you and will not be considered as having been extinguished. 7. REVOCATION. I agree that this is an absolute and unconditional Guaranty. I agree that this Guaranty will remain binding on me, whether or not there are any debts outstanding, until you have actually received written notice of my revocation or written notice of my death or incompetence. Notice of revocation or notice of my death or incompetence will not affect my obligations under this Guaranty with respect to any Debts incurred by or for which you have made a commitment to Borrower before you actually receive such notice, and all renewals, extensions, refinancings, and modifications of such Debts. I agree that if any other person signing this Guaranty provides a notice of revocation to you, I will still be obligated under this Guaranty until 1 provide such a notice of revocation to you. if any other person signing this Guaranty dies or is declared Incompetent, such fact will not affect my obligations under this Guaranty. ... oa ., vuy, ins:. Pennsylvania Guaranty Initials PA14XPMcCann00505900003326017082901Y 01996 Bankers Systems, Inc., St. Cloud, MN r ," S. PROPERTY. I agree that any Property may be assigned, exchanged, released in whole or in part or substituted without notice to me and without defeating, discharging or diminishing my liability. My obligation is absolute and your failure to perfect any security Interest or any act or omiseion by you which Impairs the Property will not relieve me or my liability under this Guaranty. You are under no duty to preserve or protect any Property until you are in actual or constructive possession. For purposes of this paragraph, you will only be In 'actual" possession when you have physical, immediate and exclusive control over the Property and have accepted such control in writing. Further, you will only be deemed to be in "constructive" possession when you have both the power and intent to exercise control over the Property. 9. DEFAULT. I will be in default if any of the following occur- A. Payments. I fail to make a payment in full when due, B. Insolvency or Bankruptcy. I make an assignment for the benefit of creditors or become insolvent, either because my liabilities exceed my assets or I am unable to pay my debts as they become due; or I petition for protection under federal, state or local bankruptcy, insolvency or debtor relief laws, or am the subject of a petition or action under such laws and fail to have the petition or action dismissed within a reasonable period of time not to exceed 60 days. ?D. Failure to Perform. 1 fell to perform any condition or to keep any promise or covenant of this Guaranty. E, Other Documents. A default occurs under the terms of any other transaction document. F. Other Agreements. I am in default on any other debt or agreement I have with you. G. Misrepresentation. I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material fact at the time it is made or provided. H. Judgment. I fail to satisfy or appeal any judgment against me. 1. Forfeiture. The Property Is used in a manner or for a purpose that threatens confiscation by a legal authority. J. Name Change. I change my name or assume an additional name without notifying you before making such a change. X. Property Transfer. I transfer all or a substantial part of my money or property. WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor. A. Additional Waivers, In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or Impair any Property securing the Debt. (4) You, or any institution participating In the Debt, may invoke your right of set-off. (61 You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) 1 agree that the Borrower Is authorized to modify the terms of the'Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of -arty Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) 1 agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way effects or impairs my liability- 19) b agree to waive reliance on any anti-deficiency statutes, through subrogatkm or otherwise, and such statutes in no way affect or impair my liability. In addition, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider Includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co- partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid. S. No Waiver By Lender, Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in the Debt instruments, shall not be construed as a waiver by you,- unless any such waiver is in writing and is signed by you. C. Waiver of Claims. I waive all claims for loss or damage caused by your acts or omissions where you acted reasonably and in good faith. 11. REMEDIES. After the Borrower or 1 default, and after you give any legally required notice and opportunity to cure the default, you may at your option do any one or more of the following. A. Acceleration. You may make all or any part of the amount owing by the terms of this Guaranty immediately due. B. Sources. You may use any and all remedies you have under state or federal law or in any Instrument securing the Debt. C. Insurance Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on default. D. Payments Made on the Borrower's Behalf. Amounts advanced on the Borrower's behalf will be immediately due and may be added to the balance owing under the Debt. E. Termination. You may terminate my right to obtain advances and may refuse to make any further extensions of credit. F. Set-Off. You may use the right of set-off. This means you may set-off any amount due and payable under the terms of this Guaranty against any right I have to receive money from you. My right to receive money from you includes any deposit or share account balance I have with you: any money owed to me on an item presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation. "Arty amount due and payable under the terms of this Guaranty' means the total amount to which you are entitled to demand payment under the terms of this Guaranty at the time you set-off. Subject to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay the Debt, your right of set- off will apply to my interest in the obligation and to any other amounts 1 could withdraw on my sole request or endorsement. Your right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It also does not apply to any Individual Retirement Account or other tax-deferred retirement account. Mass Construction Group, Inc. //??ii?-?? ???' Pennsylvania Guaranty lnitials PA14XPMcConn00606900003326017082901Y 01996 Bankers Systems, Inc., St. Cloud, MN En, er ." Vaa"'9e -l' You will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree to hold you harmless from any such claims arising as a result of your exercise of your right of set-off. G. Waiver. Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to use any other remedy. You do not waive a default if you choose not to use a remedy, By electing not to use any remedy, you do not waive your right to later consider the event a default and to use any remedies if the default continues or occurs again. 12. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after Default, to the extent permitted by law, I agree to pay all expenses of collection, enforcement or protection of your rights and remedies under this Guaranty or any instrument executed in connection with the creation of any Debt guarantied by this Guaranty. All fees and expenses will be secured by the Property Vhsve granted you, if any. To the extent permitted by the United States Bankruptcy Code, I agree to pay the reasonable attorneys' fees you incur to collect the Debt guarantied by this Guaranty as awarded by any court exercising jurisdiction under the Bankruptcy Code. 13. WARRANTIES AND REPRESENTATIONS. I have the right and authority to enter into this Guaranty. The execution and delivery of this Guaranty will not violate any agreement governing me or to which I am a party. In addition, I represent and warrant that this Guaranty was entered into at the request of the Borrower, and that 1 am satisfied regarding the Borrower's financial condition and existing indebtedness. authority to borrow and the use and intended use of all Debt proceeds. I further represent and warrant that 1 have not relied on any representations or omissions from you or any information provided by you respecting the Borrower, the Borrower's financial condition and existing indebtedness, the Borrower's authority to borrow or the Borrower's use and intended use of all Debt proceeds. 14. RELIANCE. I acknowledge that you are relying on this Guaranty in extending credit to the Borrower, and I have signed this Guaranty to Induce you to extend such credit. 1 represent and warrant to you that I have a direct and substantial economic interest in the Borrower and expect to derive substantial benefits from any loans and financial accommodations resulting In the creation of indebtedness guaranteed hereby. I agree to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in the manner as previously described in this Guaranty if at any time, in my opinion, the benefits then being received by me in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty. You may rely conclusively on a continuing warranty that I continue to be benefited by this Guaranty and you will have no duty to Inquire into or confirm the receipt of any such benefits, and this Guaranty will be effective and enforceable by you without regard to the receipt, nature or value of any such benefits. 16. APPLICABLE LAW. This Guaranty is governed by the laws of Pennsylvania, the United States of America and to the extent required, by the laws of the jurisdiction where the Property is located. 16. AMENDMENT, INTEGRATION AND SEVERABILITY. This Guaranty may not be amended or modified by oral agreement. No amendment or modification of this Guaranty is effective unless made in writing and executed by you and me. This Guaranty is the complete and final expression of the agreement. If any provision of this Guaranty is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. 17. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Guaranty. 18. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing It by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one party will be deemed to be notice to all parties, I will inform you in writing of any change in my home, address or other application information. 1 will provide you any financial statement or information you request. All financial statements and information 1 give you will be correct and complete. I agree to sign, deliver, and file any additional documents or. certifications that you may consider necessary to perfect, continue,.and preserve my obligations under this Guaranty and to confirm your lien status on any Property. Time is of the essence. 19, CREDIT INFORMATION. I agree that from time to time you may obtain.credit Information about me from others, including other lenders and credit reporting agencies, and.report.to others (such as 'a credit reporting agency) your credit expedence.with me. I' agree that you will not be liable for any claim arising from the use of information provided to you by others or for providing such information to others. WARRANT OF AUTHORITY TO CONFESS JUDGMENT. Upon default, in addition to all other remedies and rights avaikble to you, by signing below I irrevocably authorize the prothonotary, clerk, or any attorney to appear In any court of record having jurisdiction over this matter and to confess judgment against me at any time without stay of execution. I waive notice, service of process, and.procsas. I agree and understand that judgment may be confessed against me for any unpaid principal, accrued interest, and accrued charges due on this Guaranty, plus collection costs and reasonable attorneys' fees up to 16 percent of the judgment. The exercise of the power to confess judgment wM not exhaust this warrant of authority to confess judgment and may be done as often as you elect. 1 further understand that my property may be seized without prior notice to satisfy the debt owed. 1 knowingly, Intentionally, and voluntarily waive any and ace constitutional rights 1 have to pre-deprivation notice and hearing under federal and stets laws and fully understand the consequences of this waiver. By signing immediately below, I agree to the terms of the CONFESSION OF JUDGMENT section. _ *and after ten (10) days written notice and Ann Marie Sola failure to cure same... 20. SIGNATURES. By signing under seal, I agree to the terms contained in this Guaranty, 1 also acknowledge receipt of a copy of this Guaranty. GUAM II nn Mar mass construction Group, Inc. Pennsylvania Guaranty Initials PAt4XPMcCannOO506900003326017082901Y 01996 Bankers Systems, Inc., St. Cloud, MN 6 9 .° EXHIBIT "D" LOAN NUMBER 1000.88178 NOTE AMOUNT 891,000.00 LOAN kAME ACCT. NUMBER K... ; DATE Michael A. Sola INDEX (w/Margin) RATE Legacy Bank Base Rate plus 7.260% 1.000% Creditor Use Only 02/14/03 MATURITY DATE 02/14/13 INITIALS JEG LOAN PURPOSE Commercial PROMISSORY NOTE (Commercial - Single Advance - Variable Rate) DATE AND PARTIES. The date of this Promissory Note (Note) Is February 14, 2003. The parties and their addresses are: LENDER: THE LEGACY BANK 2600 Commerce Drive Harrisburg, Pennsylvania 17110 Telephone: (800) 4436-2124 BORROWER: MICHAEL A. BOLA 2130 Yale Avenue Camp Hill, Pennsylvania 17011 ANN MARIE SOLA 2130 Yale Avenue Camp Hill, Pennsylvania 17011 1. DEFINITIONS. As used in this Note, the terms have the following meanings: A. Pronouns. The pronouns 'I,' "me," and "my" refer to each Borrower signing this Note, individually and together with their heirs, successors and assigns, and each other person or legal entity (including guarantors, endorsers, and sureties) who agrees to pay this Note. "You" and "Your" refer to the Lander, with its participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Loan. B. Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note. C. Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications, security agreements, disclosures or notes, and this Note. D. Property. Property is any property, real, personal or intangible, that secures my performance of the obligations of this Loan. E. Percent. Rates and rate change Frrrtations are expressed as annualized percentages. 2. PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, the principal sum of 891,000.00 (Principall plus interest from February 14, 2003 on the unpaid Principal balance until this Note matures or this obligation is accelerated. 3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 7.260 percent (Interest Rate) until February 14, 2008, After which time it may change as described in the Variable Rote subsection. A. Interest After Default. If you declare a default under the terms of this Loan, including for failure to pay in full at maturity, you may increase the Interest Rate otherwise payable as described in this section. In such event, interest will accrue in the following manner: In the event of default for which Lender does not accelerate the Loan, including failure of borrower to provide the financial statements as required hereunder or under the ban agreement, the applicable Interest rate to the Loan for a period beginning three (3) days after written notice of such default and ending upon the curing of said noticed default, shall increase three percent (3%) during the period which noticed default continues. Such default interest rate shall apply to the outstanding principal balance of the Loan. Upon the curing of the noticed default, the interest rate on the Loan shall revert to- the initially agreed upon interest rate effective on the date on which the default is cured. B. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note or obligation will be limited to the Maximum Lawful Amount of interest allowed by state or federal law. Amounts collected in excess of the Maximum Lawful Amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me. C. Statutory Authority. The amount assessed oq collected on this Note is authorized by the Pennsylvania Simplification and Availability of Bank Credit Act (Pa. Stat. Ann, title 7, 1 322). D. Accrual. During the scheduled term of this Loin interest accrues using an Actual/360 days counting method. E. Variable Ram. The Interest Rate may change during the term of this transaction. 11) Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: the interest ram is subject to change from time to time based on changes in an index which is Lender's Baas Rate (the "Index"). This is the rote Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each DAY.. The Current Index is the most recent index figure available on each Change Data. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this Note will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice. (2) Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change February 14, 2008 and daily thereafter. (3) Calculation Of Change. On each Change Data, you will calculate the Interest Rate, which will be the Current Index plus 1.000 percent. The result of this calculation will be rounded up to the nearest .126 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new Interest Rate will become effective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note. Michael A. Sole Pennsylvania Promissory Note Initials rrwJ PA/4LoanAdmi00600000003667014021303N 01996 Bankers Systems, Inc., St..Cloud, MN _ p ae t (4) Effect Of Variable Rate. A change in um Interest Rate will have the following effect on the paym',, . The amount of scheduled payments will change. 4. ADDITIONAL CHARGES. As additional consideration, I agree to pay, or have paid, the fees and charges listed on the APPENDIX: FEES AND CHARGES, which is attached to and made part of this Note. I understand and agree that some payments to third parties as part of this transaction may also involve money retained by you or paid back to you as commissions or other remuneration. S. REMEDIAL CHARGES. In addition to interest or other finance charges, 1 agree that I will pay these additional fees based on my method and pattern of payment. Additional remedial charges may be described elsewhere in this Note. A. Late Charge. If a payment is more than 16 days late, 1 will be charged 5.000 percent of the Amount of Payment. i will pay this late charge promptly but only once for each late payment. 6. GOVERNING AGREEMENT. This Note is further governed by the Commercial Loan Agreement executed between you and me as part of this Loan, as modified, amended or supplemented. Upon execution of this Note, I represent that I have reviewed and am in compliance with the terms contained in the Commercial Loan Agreement. 7. PAYMENT. I agree to pay this Note on demand, but If no demand is made, I agree to pay this Note in 120 payments. A payment of 8724.92 will be due March 14, 2003, and on the 14th day of each month thereafter. I will make 60 scheduled payments of this amount. The scheduled payment amount may then change every 12 payments thereafter. Changes in the interest Rate will not affect the scheduled payment amount during these periods. With each scheduled payment change the payment amount will be adjusted to reflect changes in the Interest Rate during the remaining term of this Note. In addition, changes to the scheduled payment amounts are subject to changes Irv the Interest Rate as described in the Variable Rate subsection of this Note. A final payment of the entire unpaid balance of Principal and interest will be due February 14, 2013. Payments will be rounded to the nearest $.O1: With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled to be paid on the 29th, 30th or 31 at day of a month that contains no such day will, instead, be made on the last day of such month. If the amount of a scheduled payment does not equal or exceed interest accrued during the payment period the unpaid portion will be added to, and will be payable with, thenext scheduled payment. Each payment I make on this Note will be applied first to interest that is due then to principal that is due, and finally to any charges that I owe other than principal and interest. If you and I agree to a different application of payments, we will describe our agreement on this Note. The actual amount of my final payment will depend on my payment record. 8. PREPAYMENT. 1 may prepay this Loan under the following terms and conditions. Prepayment of any amount of the principal from any source other then internally generated cash flow or personal income during any fixed rate period shall be subject to a penalty as follows: A prepayment penalty equal to the product of one percent (1.0%) of the amount prepaid and the number of years remaining in the Loan Term shelf be due and payable from the Borrower. Any partial prepayment will not excuse any later scheduled payments until I pay in full. 9. LOAN PURPOSE. The purpose of this Loan is to purchase investment property at 143 Henry Road, Enola, PA 17025. 10. SECURITY. This Loan is secured by separate security instruments prepared together with this Note as follows: Document Name Mortgage - 143 Henry Road Parties to Document Michael Sola, Ann Marie Sols 11. ASSUMPTIONS. Someone buying the Property cannot assume the obligation. You may declare the entire balance of the Note to be immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, or transfer of the Property. 12. WAIVERS AND CONSENT. To the extent not prohibited by few, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate' and notice of dishonor. A. Additional Waivers By Borrower. In addition, 1, and any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to this Note. (1) You may renew or extend payments on this Note, regardless of the number of such renewals or extensions. 12) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. 13) You may release, substitute or impair any Property securing this Note. 141 You, or any institution participating in this Note, may invoke your right of set-off. IS) You may enter into any sales, repurchases or participations of this Note to any person in any amounts and 1 waive notice of such sales, repurchases or participations. (6) 1 agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing, guarantying or relating to this Note. B. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in this Note, or other Loan documents, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you. 13. APPLICABLE LAW. This Note is governed by the laws of Pennsylvania, the United States of America and to the extort required, by the laws of the jurisdiction where the Property is located. Any provision that appoints you as an agent is not subject to the provisions of 20 Ps.C.S.A. Section 5601 at seq. (Chapter 56; Decedents, Estates and Fiduciaries Code). By exercising any of your rights under this Note, you do so for your sole benefit. 14. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this Loan is independent of the obligation of any other person who has also agreed to pay it. You may sue me alone, or anyone else who is obligated on this Loan, or any number of us together, to collect this Loan. Extending this Loan or new obligations under this Loan, will not affect my duty under this Loan and I will still be obligated to pay this Loan. The duties and benefits of this Loan will bind and benefit the successors and assigns of you and me. 16. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note Is effective unless made in writing and executed by you and me. This Note is the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. 16. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret or define the terms of this Note. 17. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any notice will be given by delivering it or mailing it by first class mail to the appropriate party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one party will be deemed to be notice to all parties. I will inform you in writing of any change in my name, address or other application information. I agree to sign, deliver, and file f seo..-, w -1- Pennsylvania Promissory Note Initials PA14LoanAdm10 060000000 36 5 70 1 40 2 1 303N 01996 Bankers Systems, inc., St. Cloud, MN E+KISZ;W any additional documents or certifications that yo, -ay consider necessary to perfect, continue, and presen , obligations under this Loan and to confirm your lien status on any Property. Time is of the essence. 18. CREDIT INFORMATION. i agree to supply you with whatever information you reasonably request. You will make requests for this information without undue frequency, and will give me reasonable time in which to supply the information. 19. ERRORS AND OMISSIONS. I agree, if requested by you, to fully cooperate in the correction, If necessary, in the reasonable discretion of you of any and all loan closing documents so that all documents accurately describe the loan between you and me. I agree to assume all costs including by way of llusuation and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requests within thirty (30) days, wmnnnn i yr wu i mum l T r u UUNFE115 .JUDOMENT. Upon default. In addition to ail other remedies and authorize the rights availabh to you, by signing below i irrevoably ptodanotary, clerk, or any attorney to appear in any court of record having jurisdiction over this matter and to confess judgment against me at any thus without spy of execution. 1 waive notice, service of process, and process. I agree and understand that judgment may be confessed against me for any unpaid principal, accrued interest, and accrued charges due on this Note, plus collection costs and reasonable attorneys' fees up to 16 percent of the judgment. The exercise of the power to confess judgment will not exhaust this warrant of authority to confess judgment and may be done as often as you elect. I further understand that my property may be sslized without prior notice to satisfy the debt owed. I knowingly,, bnentionally, and voluntarily waive any and all constitutional rights I have to pro-deprivation notice and hearing under federal and stale laws and fully understand the consequences of this waiver. By signing immediately below, l agree to the terms of the CONFESSION OF JUDGMENT section. A V Mi el A. Sole Ann Marie So17 /9 20. SIGNATURES. By signing under seal, I agree to the terms contained in this Note. I also acknowledge receipt of a copy of this Note. BOR ER- (Seal) 14 1 A. Sole Ann Marie Sole Micheal A. Sole Pennsylvania Promissory Note Initials PA/4LoanAdmiOOSi00600000003857014021343N X1996 Bankers Systems, Inc., St. Cloud, MN EE? . aqe APPENDIX: FEES AND CHARGES As described in the ADDITIONAL CHARGES section of the attached Note, I agree to pay, or have paid, these additional fees and charges. Nonrefundable Fees and Charges. The following fees are earned when collected and will not be refunded if I prepay this Note before the scheduled maturity date. Loan Origination. _ A(n) Loan Origination fee of 8455.00 payable from separate funds on or before today's date. Flood Certification. A(n) Flood Certification fee of 420.00 payable from separate funds on or before today's date. Document Pmparstion. A(n) Document Preparation fee of 4455.00 payable from separate funds on or before today's date. I understand and agree that some payments to third parties as part of this transaction may also involve money retained by you or paid back to you as commissions or other remuneration. Pennsylvania Promissory Note I;Wsls A- PA/4LoonAdmiOO600000003657014021303N 01996 Bankers Systems, Inc,, St. Cloud, MN Cam" ? 4 ""' EXHIBIT "E" kNES SMvIl FH L? RICK & CONNELLY U F Fax: 717.533.2795 September 10, 2008 CERTIFIED MAIL, RETURN RECEIPT REQUESTED and REGULAR US MAIL Mass Construction Group, Inc. 5431 Jonestown Road Harrisburg, PA 17112 Michael A. Sola Ann Marie Sola 2130 Yale Avenue Camp Hill, PA 17011 RE: DEMAND NOTICE $800,000.00 Promissory Note dated August 31, 2001 $91,000.00 Promissory Note dated February 14, 2003 Our Client: The Legacy Bank, a division of First National Bank of Pennsylvania Dear Mr. and Mrs. Sola: Our firm represents The Legacy Bank, a division of First National Bank of Pennsylvania ("Legacy") with respect to your above-referenced loan obligations. Please be advised that Legacy is exercising its rights to call the loans and demand full payment of the accelerated balances. The amounts due and payable are as follows: 800,000.00 Promissorv Note Principal $500,000.00 Interest to 9/8/08 $ 750.00 UCC Term Fee $ 84.00 Attorneys' Fees and Costs $ 675.00 Total $501,509.00 91,000.00 Promissorv Note Principal $77,269.45 Interest to 9/8/08 $ 402.44 Satisfaction Fee $ 30.00 Attorneys' Fees and Costs 450.00 Total $78,151.89 Notwithstanding the demand, Legacy is willing to provide you with a period of ninety (90) days from the date of this letter to secure alternative financing or complete the sale of assets in order to pay the above amounts in full. Legacy does not intend to P.O. BOX 650 HERSHEY, PA 17033 Courier Address: 134 SIPE AVENUE HUMMELSTOWN, PA 17036 TEL. 717.533.3280 WWW.JSDC.COM GARY L. JAMES MAX J. SMITH, JR. JOHN J. CONNELLY, JR. SCOTT A. DIETTERICK JAMES F. SPADE MATTHEW CHABAL, III NEIL W. YAHN EDWARD P. SEEBER SUSAN M. KADEL JARAD W. HANDELMAN COURTNEY K. POWELL KIMBERLY A. BONNER JEFFREY M. MCCORMICK KAREN N. CONNELLY JOHN M. HYAMS CHRISTINE T. BRANN OF COUNSEL: GREGORY K. RICHARDS BERNARD A. RYAN, JR. September 9, 2008 Page 2 of 2 take any further action to collect said amounts during this ninety (90) day "forbearance period." Nevertheless, it is expected that you maintain your regular monthly contractual payments during this forbearance period. Legacy reserves all of its rights and remedies under the loan documents. Should you fail to make payment in full on or before termination of the ninety (90) day forbearance period or should you fail to make payments as agreed or otherwise default during said forbearance period, Legacy may, in its sole discretion, begin immediate legal action against you to recover all outstanding sums. Please do not ignore this notice Should you or your counsel have any questions regarding the terms of this Notice, please feel free to contact me. & CONNELLY LLP cc: Rick Bem, First National Bank SAD:mse VERIFICATION I, Raymond G. Metz, AVP/Special Assets Officer for First National Bank, depose and say subject to the penalties of 18 Pa.C.S.A., sec. 4904 relating to unsworn falsification to authorities that the facts set forth in the foregoing pleading are true and correct to the best of my information, knowledge and belief. aym d G. Wiz " . a O t t.o G r) 1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of FIRST NATIONAL BANK OF PENNSYLVANIA, CIVIL DIVISION Plaintiff, vs. MASS CONSTRUCTION GROUP, INC., MICHAEL A. SOLA and ANN MARIE SOLA, Defendants. NO.: 09 - Yqy 0, 1"; ( I Grfti NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Ann Marie Sola 2130 Yale Avenue Camp Hill, PA 17011 A judgment in the amount of $634,569.27 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. Allir ___,1 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. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 1-800-990-9108 Respectfullv Submitted: JAN BY: Kimberly A. Bonner, Esquire PA I.D. # 89705 Attorneys for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 WELLY LLP PA I.D. # 55650 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of FIRST NATIONAL BANK OF PENNSYLVANIA, CIVIL DIVISION Plaintiff, VS. MASS CONSTRUCTION GROUP, INC., MICHAEL A. SOLA and ANN MARIE SOLA, Defendants. NO.. 09 14gy 0-,t Vr t Ter WV NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Mass Construction Group, Inc. 5431 Jonestown Road Harrisburg, PA 17112 A judgment in the amount of $634,569.27 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 1-800-990-9108 Respectfully Submitted: JAMES, BY: Attorneys for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 & CONNELLY LLP Kimberly A. Bonner, Esquire PA I.D. # 89705 r-Ol S D r k-0 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of FIRST NATIONAL BANK OF PENNSYLVANIA, CIVIL DIVISION Plaintiff, VS. MASS CONSTRUCTION GROUP, INC., MICHAEL A. SOLA and ANN MARIE SOLA, Defendants. NO.: Oq- qqy aivitTer%, NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Michael A. Sola 2130 Yale Avenue Camp Hill, PA 17011 A judgment in the amount of $634,569.27 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 1-800-990-9108 Respectfully Submitted: JAMES, BY: Attorneys for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 CONNELLY LLP Kimberly A. Bonner, Esquire PA I.D. # 89705 it C) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of FIRST CIVIL DIVISION NATIONAL BANK OF PENNSYLVANIA, Plaintiff, NO.: o Q -? Q 7 (2i U It Cl--? vs. MASS CONSTRUCTION GROUP, INC., MICHAEL A. SOLA and ANN MARIE SOLA, Defendants. CERTIFICATION OF ADDRESS I hereby certify that the address of the parties in the above action are as follows: Address of Plaintiff: The Legacy Bank, a division of First National Bank of Pennsylvania 2600 Commerce Drive Harrisburg, Pennsylvania 17110 Address of Defendants: Mass Construction Group, Inc. 5431 Jonestown Road Harrisburg, Pennsylvania 17112 Michael A. Sola and Ann Marie Sola 2130 Yale Avenue Camp Hill, Pennsylvania 17011 JAMES, S IETTERICK & CONNELLY LLP BY: tt A. Brick, Esquire PA I.D. # 55650 Kimberly A. Bonner, Esquire PA I.D #89705 Attorneys for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 C`?? ? _? f ; t f'iZ ; =' ? , :i __. ,,.., ? :,:r _, _. r -- ??,, ,? SHERIFF'S RETURN - NOT SERVED CASE NO: 2009-00494 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND LEGACY BANK THE VS MASS CONSTRUCTION GROUP INC ET R. Thomas Kline , Sheriff , who being duly sworn according to law, says, that he made a diligent search and inquiry for the within named DEFENDANT , to wit: SOLA MICHAEL A but was unable to locate Him in his bailiwick. He therefore returns the NOTICE UNDER RULE 2958.1 COMPLAINT IN CONFESSION OF JUDGEMENT the within named DEFENDANT , SOLA MICHAEL A 2130 YALE AVE NOT SERVED , as to CAMP HILL, PA 17011 SERVICE RETRACTED BY ATTY DEITTERICK THIS DATE, VIA FAXED INSTRUCTIONS. Sheriff's Costs: So answers: Docketing 18.00 - Service 13.50 Affidavit .00 R. Thomas Kline Surcharge 10.00 Sheriff of Cumberland County NOT SERVED RETURN 5.00 46.50 JAMES, SMITH, DEETTERICK, CONN 02/17/2009 Sworn and Subscribed to before me this day of , A. D. ?' ,--s .? _.; . ., - _.. _.-:, e ,.°? =; _ ?T _ _? .. ? SHERIFF'S RETURN - NOT SERVED CASE NO: 2009-00494 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND LEGACY BANK THE VS MASS CONSTRUCTION GROUP INC ET R. Thomas Kline , Sheriff , who being duly sworn according to law, says, that he made a diligent search and inquiry for the within named DEFENDANT to wit: SOLA ANN MARIE but was unable to locate Her in his bailiwick. He therefore returns the NOTICE UNDER RULE 2958.1 COMPLAINT IN CONFESSION OF JUDGEMENT the within named DEFENDANT 2130 YALE AVENUE CAMP HILL, PA 17011 SOLA ANN MARIE NOT SERVED , as to SERVICE RETRACTED ON 2/11/09 BY ATTY DIETTERICK, VIA FAXED INSTRUCTIONS. Sheriff's Costs: So answerer 1...- Docketing 6.00 Service .00 NOT SERVED RETURN 5.00 R. Thomas Kline Surcharge 10.00 Sheriff of Cumberland County .00 21.00 JAMES, SMITH, DIETTERICK, CONN 02/17/2009 Sworn and Subscribed to before me this day of , A. D. `- 's G"? C_-; 'mod :'? ?,•.. ?? ? ' ` r -^c ? ?? ::c. .? ?: SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2009-00494 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND LEGACY BANK THE VS MASS CONSTRUCTION GROUP INC ET R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT to wit: MASS CONSTRUCTION GROUP INC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within COMPLT-CONFES JUDGMENT/2958.1 Notice On February 17th , 2009 , attached return from DAUPHIN Sheriff's Costs: So Docketing 6.00 Out of County 9.00 SURCHARGE 10.00 R. Thomas Kline DEP. DAUPHIN CO 49.25 Sheriff of Cumberland County .00 74.25 02/02/2009 JAMES, SMITH, DIETTERICK, CONN Sworn and subscribe to before me this day of is office was in receipt of the A. D. - f? s: ? ,,.? .-.? ? ,' ?^; 3 ? tom-. ? c? , ? °t; i_+:, i J'CM1 .4 : ;. ?^ ? x ?? ?:'? ' ' ,,,..,.. . .a In The Court of Commbn Pleas of Cumberland County, ]Pennsylvania The Legacy Bank vs. Mass Construction Group Inc et al SERVE: Mass Construction Group Inc No, 09-494 civil Now, February, 3 , 2009 . I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service Now, , 20 at o'clock M. served the within upon at by handing to a copy of the original and made known to So answers, Sheriff of COSTS Sworn and subscribed before SERVICE me this day of --)20 MILEAGE _ AFFIDAVIT the contents thereof. County, PA (ffitfixt' the ?$4esrff Mar lJane Snyyder Charles E. Sheaffer R Estate Deputy ::.: • ?; Chief Deputy William T. Tully Michael W. Rinehart Solicitor Assistant Chief Deputy Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 780-6590 fax: (717) 255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania THE LEGACY BANK VS County of Dauphin MASS CONSTRUCTION GROUP INC. Sheriffs Return No. 2009-T-0272 OTHER COUNTY NO. 09-494 I, Jack Lotwick, Sheriff of the County of Dauphin, State of Pennsylvania, do hereby certify and return, that I made diligent search and inquiry for MASS CONSTRUCTION GROUP INC. the DEFENDANT named in the within COMPLAINT IN CONFESSION OF JUDGEMENT and that I am unable to find him/her in the County of Dauphin, and therefore return same NOT FOUND, FEBRUARY 9, 2009. DEFT NO LONGER LIVES AT 5431 JONESTOWN ROAD, HBG, PA 17112, DEFT MOVED Sworn and subscribed to before me this 10TH day of February, 2009 A!?w NOTARIAL SEAL Y JANE. SNYDER, Notary Publi Highspire, Dauphin County M Commission Expires Sept l 201 C So Answers, Deputy Sheriff Deputy: W CONWAY Sheriffs Costs: $49.25 2/6/2009 R. THOMAS KLINE Sher". EDWARD L.SCHORPP Solicitor Of t`?U11t?je?r? OFFICE OF THE SHERIFF One Courthouse Square Carlisle, Pennsylvania 17013 RONNY R. ANDERSON Chief Deputy JODY S. SMITH Real Estate Deputy T0: Hon. Jack Lotwick RE:. The Legacy Bank Dauphin County Sheriff VS Mass COnstruction Group Inc et al 09-494 civil Dear Sir: Enclosed please find Complaint in Confession of Judgment Mass Construction Group Inc to be served upon 5431 Jonestown Road Harrisburg, PA 17112 in your County. Kindly make service thereof and send us your return of service. Enclosed is the advance payment which you requested. Very truly yours, R. Thomas Kline, Sheriff Cumberland County, Pennsylvania Enclosures: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA THE LEGACY BANK, a division of CIVIL DIVISION FIRST NATIONAL BANK OF PENNSYLVANIA, Plaintiff, NO.: 09-494 VS. MASS CONSTRUCTION GROUP, INC., MICHAEL A. SOLA and ANN MARIE SOLA, Defendants. PRAECIPE TO DISCONTINUE ACTION TO THE PROTHONOTARY: Please discontinue the above-captioned action without prejudice. Submitted by: JAMES, SMITH, DIETTERICK & CONNELLY LLP BY: Sci6tt4?DietteriM, quire PA I.D. #55650 Attorney for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 ALED-0 =EUc OF,ME 2C, 09 J U L - I P ll I : 16