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HomeMy WebLinkAbout09-2888 Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA vs. CIVIL DIVISION David R. Dodd II, NO. ,)9- 0?6-? Defendant PRAECIPE TO TRANSFER AND ENTER EXEMPLIFIED JUDGMENT To: Prothonotary of Cumberland County Pursuant to Rule 3002 of the Pennsylvania Rules of Civil Procedure, please transfer and enter the Exemplified Judgment entered in Dauphin County, Pennsylvania, at Docket No. 2009 CV 05820 NT, in favor of Commerce Bank/Harrisburg and against David R. Dodd II in the amount of $7,111,415.32 plus post judgment interest and costs of suit, to Cumberland County, Pennsylvania. A certified copy of said judgment and a certified copy of all docket entries is attached hereto. By: Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street - 8th Floor Harrisburg, PA 17101 (717) 237-7189 Dated: May 7, 2009 Attorneys for Plaintiff Commerce Bank/Harrisburg HAR:90149.1 /COM288-257341 -.,e at In TO Court of Common PCen of Maupbin Countp, VennopYbania Commerce Bank/Harrisburg VS. No. 2009-CV-05820-NT David R Dodd II J 1048 West Foxcroft Drive Camp Hill, PA 17011 and/or 1110 Tunbridge Lane Mechanicsburg, PA 17050 CERTIFICATION OF DOCKET ENTRIES AND JUDGMENT I, the undersigned Prothonotary of the Court of common Pleas of Dauphin County, Pennsylvania, do hereby certify that the attached is a full, true and correct copy of the docket entries in the above captioned case. I further certify that judgment was entered in favor of Plaintiff, Commerce Bank/Harrisburg and against Defendant, David R. Dodd, II on May 5, 2009 in said case in the amount of $7,111,415.32, plus post-judgment interest and costs of suit. .fn Zegtimonp Vbereof, I have hereunto set my hand and affixed the seal of the Court, on Thursday, May 07, 2009. nu"? Protho otary eputy `.?/ 01 Date: 5/712009 7 It Time: 07:56'?M Page of 2 Filed: 5/5/2009 Subtype: Notes Comment: Dauphin County Complete Case History Case: 2009-CV-05820-NT Commerce Bank Harrisburgvs.David R Dodd II Physical File: Y Appealed: N Status History Pending 5/5/2009 Pending / Judgment 5/5/2009 Judge History Date Judge 5/5/2009 No Judge, Payments Receipt Date Eckert Seamans Cherin & Mellor 192409 5/6/2009 Exemplified Record 23.00 Eckert Seamans Cherin & Mellor 192240 5/5/2009 Miscellaneous Receipts Receipt Date 192409 5/6/2009 Exemplified Record Plaintiff Name: Commerce Bank Harrisburg Address: Phone: Home: Work: Employer: Litigant Type: Comment: Attorneys Amount 23.00 35.50 Total 58.50 23.00 Sum 23.00 SSN: DOB: Sex: Send notices: Y Ross, Dino A (Primary attorney) Send Notices Defendant Name: Dodd, David R II Address: Phone: Home: Work: Employer: Litigant Type: Comment: Attorneys Ross, Dino A (Primary attorney) Register of Actions 5/5/2009 Plaintiff: Commerce Bank Harrisburg Attorney of Record: Dino A Ross New Civil Case Filed This Date. Reason for Removal Current User: KWEBB Type Miscellaneous Civil Filing SSN: DOB: Sex: Send notices: Y Send Notices No Judge, No Judge, Date: 5/7/2009 Dauphin County Time: 07:564M Complete Case History Page of 2 Case: 2009-CV-05820-NT Commerce Bank Harrisburgvs.David R Dodd II Register of Actions 5/5/2009 Filing: Complaint with Confession of No Judge, Judgment Paid by: Eckert Seamans Cherin & Mellott, LLC Receipt number: 0192240 Dated: 5/5/2009 Amount: $35.50 (Check) For: Commerce Bank Harrisburg (plaintiff) On Complaint filed Judgment in No Judge, favor of Plaintiff and against Defendant in the sum of Seven Million One Hundred Eleven Thousand Four Hundred Fifteen and 32/100 Dollars ($7,111,415.32) by virtue of authority contained in the Warrant of Attorney filed dated July 17, 2006 payable installments with interest, costs, etc. --- for colt'n. Inquisition and Exemption Waived. Entered At 2:44 p.m. Stephen E. Farina, Prothonotary Copies of all documents mailed. Defendant: Dodd, David R II Attorney of No Judge, Record: Dino A Ross Judgment Order date In Favor Of Disposition Judgment 05/06/2009 Plaintiff 05/06/2009 Open Judgment Comment: 711'1415.32 Plaintiff: Commerce Bank Harrisburg Defendant: Dodd, David R II I hereby certify that the foregoing is a truAand correct cRpy oif", a original filed. User: KWEBB Prothonotary/Clerk of Courts Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, Plaintiff vs. David R. Dodd II, Defendant To David R. Dodd II, Defendant: OA d ocs. mop.; l 'ed . N Cf C' ac ? °° -o= z rn o = zo >C) cn nm zrn < C) CD M IN THE COURT OF COMMON P LEAS DAUPHIN COUNTY PENNSY r r , LVANIA f35 50 CIVIL ACTION - LAW - No.=q ON 053AD I JT NOTICE You are hereby notified that on May 5, 2009 ud f ?? you in the sum of $7,111,415.32 plus Post-judgment ' J gment by confessi as entered against captioned case. J gment int?ryst anal costs of s t i the above- Date: MAY 0 J? . oo a t' Prothonotary YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT . HAVE A LAWYER OR CANNOT AFFORD ONE, O TO OR TEL ONCE IF YOU DO NOT EPHONE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP HE OFFICE DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 I hereby certify that the following is the address of the certificate of residence: David R. Dodd II 1048 West Foxcroft Drive Camp Hill, PA 17011 and/or 1110 Tunbridge Lane defendant(s) stated in the MAY 0 72000 hereby cortif, the t'h, foregoing is a true and correct copy of the original filed. ..0 -?-- Prothonbtary Mechanicsburg, PA 17050 Attorney for Plaintiff(s) HAR:90148.1 /COM28 8-257341 4t A David R. Dodd II, Defendido/a Defendidos/as Usted esta siendo notificado que el 5 (day) de May (month) del 2009 ear), se anoto en contra suya un fallo pro epigrafe confesion en la suma de $7,111,415.32 en el caso m F 'onado en el . MAY 0 52009 1=x`' y' FECHA: Protonotario USTED DEBE LLEVAR INMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 Certifico que la siguiente direccion es la del defendido/a sequn indicada en el certificado de residencia: David R. Dodd II 1048 West Foxcroft Drive Camp Hill, PA 17011 and/or 1110 Tunbridge Lane Mechanicsburg, PA 17050 / -rte Abogado del Demandante HAR:9014&.1/COM288-257341 -2- Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, fV O O X -nrn ?s zZ n s -n .5 Q rn c i7 c ? Da c -0 z m ° ° ? - o PO ::r IN THE COURT OF COMMON PLEAS ' DAUPHIN COUNTY, PENNSYLVANIA Plaintiff vs. David R. Dodd II, CIVIL ACTION - LAW NO. QQq CV 05(bA 0 ?-IT Defendant CONFESSION OF JUDGMENT FOR DAMAGES Pursuant to the authority contained in the Warrant of Attorney set forth in the Amended and Restated Guaranty and Surety Agreement, a true and correct copy of which is attached as Exhibit "F" to the Complaint filed in this action, we appear for Defendant, David R. Dodd II, and confess judgment in favor of Plaintiff, Commerce Bank/Harrisburg and against David R. Dodd II, as follows: Principal amount due: Interest accrued and unpaid through 05/04/09: Late fees: Other Expenses: Reasonable Attorneys' Fees: Total: $6,611,289.96 $227,517.93 $217,329.87 $354.00 $54,923.56 $7,111,415.32 By: =mar, ./" ? Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street - 8th Floor Harrisburg, PA 17101 (717) 237-7189 Dated: May 5, 2009 Attorneys for Plaintiff Commerce Bank/Harrisburg HAR:90149.1 /COM28 8-257341 Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, Plaintiff vs. David R. Dodd II, Defendant N o yam. 00;* --'C n zZ n C) M zc-? ©rn< 7p? c -,? IN THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA CIVIL ACTION LAW NO. aooq Cv o5o IvT JUDGMENT BY CONFESSION Judgment by Confession is entered for Plaintiff Commerce Bank/Harrisburg and against David R. Dodd II in the amount of $7,111,415.32 plus post judgment interest and costs of suit. PROTHONOTARY OF DAUPHIN Dated: MAY 0 5 2,009 HAR:90163.1 /COM288-257341 I Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, Plaintiff VS. David R. Dodd II Defendant w . Y C \d v _ - ZX cn = n ohm o - xm< C) XP c ? = -,CDrn )?-„o H : IN THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA . CIVIL ACTION - LAW NO. acgcv ? Vag "4T COMPLAINT FOR CONFESSION OF JUDGMENT Plaintiff, Commerce Bank/Harrisburg, by its attorneys, file this Complaint for Confession of Judgment against Defendant David R. Dodd II and in support thereof states as follows: 1. Plaintiff, Commerce Bank/Harrisburg, f/k/a Commerce Bank/Harrisburg, N.A. ("Commerce Bank"), is a Pennsylvania banking institution with a place of business at 3801 Paxton Street, Harrisburg, PA 17111. 2. Defendant, David R. Dodd II (hereinafter sometimes referred to as "Dodd" or "Defendant") is an adult individual with a place of residence at 1048 West Foxcroft Drive, Camp Hill, Pennsylvania 17011 and/or 1110 Tunbridge Lane, Mechanicsburg, Pennsylvania 17050. 3. On or about July 17, 2006, Commerce Bank and Cameron Real Estate, LP ("CRE") entered into a Construction Loan and Security Agreement ("Construction Loan and Security Agreement') pursuant to which Commerce Bank agreed to loan CRE an amount not to HAR:90176. I /COM288-257341 exceed $5,000,000.00 (the "Loan"). A true and correct copy of the Construction Loan and Security Agreement is attached hereto as Exhibit "A" and is incorporated herein by reference. 4. On or about July 17, 2007, Commerce Bank and CRE entered into a Promissory Note ("Promissory Note") that evidenced the Loan. Among other things, the Promissory Note included CRE's promise to pay Commerce Bank the sum of $5,000,000.00 with interest on the unpaid principal balance at the rate and terms provided by the Promissory Note. A true and correct copy of the Promissory Note is attached hereto as Exhibit "B" and incorporated herein by reference. 5. On or about July 17, 2007, to induce Commerce Bank to extend credit to CRE, and as additional security therefore, Dodd executed a Guaranty and Surety Agreement (the "Guaranty and Surety Agreement"), whereby Dodd absolutely and unconditionally guaranteed payment of CRE's obligations to Commerce Bank under the Promissory Note. True and correct copies of the Guaranty and Surety Agreement and Explanation of Rights - Confession of Judgment are attached hereto collectively as Exhibit "C" and incorporated herein by reference. 6. On or about November 26, 2007, Commerce Bank and CRE entered into Amendment No. 1 to Construction Loan and Security Agreement pursuant to which the amount of credit available to CRE was increased from $5,000,000.00 to $6,900,000.00 ("Amended Loan"). A true and correct copy of Amendment No. 1 to Construction Loan and Security Agreement is attached hereto as Exhibit "D" and incorporated herein by reference. 7. On or about November 26, 2007, Commerce Bank and CRE entered into an Amended and Restated Promissory Note that evidenced the Amended Loan ("Amended and Restated Promissory Note"). Among other things, the Amended and Restated Promissory Note included CRE's promise to pay Commerce Bank the sum of $6,900,000.00 with interest on the HAR:90176.1/COM288-257341 -2- unpaid principal balance at the rate and terms provided in the Amended and Restated Promissory Note. A true and correct copy of the Amended and Restated Promissory Note is attached hereto as Exhibit "E" and incorporated herein by reference. 8. On or about November 26, 2007, to induce Commerce Bank to extend credit to CRE and make the Amended Loan, and as additional security therefore, Dodd executed an Amended and Restated Guaranty and Surety Agreement ("Amended and Restated Guaranty Agreement"), whereby Dodd absolutely and unconditionally guaranteed payment of CRE's obligations to Commerce Bank under the Amended and Restated Promissory Note. True and correct copies of the Amended and Restated Guaranty and Surety Agreement and Explanation of Rights - Confession of Judgment are attached hereto collectively as Exhibit "F" and incorporated herein by reference. 9. The Amended and Restated Guaranty and Surety Agreement contains Dodd's unconditional and absolute agreement to pay all obligations owed by CRE to Commerce Bank under the Amended and Restated Promissory Note. 10. CRE has defaulted on its obligations to Commerce Bank under the Amended and Restated Promissory Note by, among other things, failing to make payments to Commerce Bank when and as due. 11. Due to CRE's defaults under the Amended and Restated Promissory Note, Commerce Bank accelerated all amounts outstanding under the Amended and Restated Promissory Note. 12. On February 20, 2009, judgment by confession was entered in favor of Commerce Bank and against CRE in the amount of $6,967,836.89 plus interest at the rate of $1,480.19 per day from January 27, 2009. HAR:90176.1/COM288-257341 -3- 't 13. Commerce Bank notified Dodd of CRE's default under the Amended and Restated Promissory Note and demanded that Dodd perform as promised under the Amended and Restated Guaranty and Surety Agreement. A true and correct copy of the demand letter from Commerce Bank to Dodd is attached hereto as Exhibit "G" and is incorporated herein by reference. 14. Dodd has defaulted on his obligations to Commerce Bank under the Amended and Restated Guaranty and Surety Agreement by failing and refusing to pay or perform thereunder, despite Commerce Bank's demand that Dodd perform as promised on the Amended and Restated Guaranty and Surety Agreement. 15. Pursuant to the Amended and Restated Guaranty and Surety Agreement, judgment may be entered against Dodd for all monies due to Commerce Bank under the Amended and Restated Guaranty and Surety Agreement. 16. The Amended and Restated Guaranty and Surety Agreement contains a confession of judgment clause, wherein Dodd agreed as follows: 8. CONFESSION OF JUDGMENT. UPON ANY DEFAULT OF HIS OBLIGATIONS HEREUNDER, GUARANTOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE TO APPEAR FOR GUARANTOR IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY GUARANTOR TO LENDER UNDER THIS AGREEMENT, TOGETHER WITH FEES OF COUNSEL AND COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS; AND FOR DOING SO, THIS AGREEMENT OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFORE. HAR:90176.1/COM288-257341 -4- 17. Pursuant to the Amended and Restated Guaranty and Surety Agreement and by reason of Dodd's default, the following amounts are currently due and owing to Commerce Bank by Dodd: Principal amount due: Interest accrued and unpaid through 05/04/09: Late fees: Other Expenses: Reasonable Attorneys' Fees: Total: $6,611,289.96 $227,517.93 $217,329.87 $354.00 $54,923.56 $7,111,415.32 Interest accrues at a per diem rate of $1480.19 for each day after that this indebtedness remains unpaid. Interest on the judgment, and all costs and charges collectible under the Amended and Restated Guaranty and Surety Agreement, which accrue hereafter are to be collectible under the judgment. 18. There has been no assignment of the Amended and Restated Promissory Note or the Amended and Restated Guaranty and Surety Agreement. 19. Judgment has not been entered against Dodd on the Amended and Restated Guaranty and Surety Agreement in any jurisdiction. 20. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 21. This Confession of Judgment does not arise out of a retail installment sale, contract or account as defined under the Goods and Services Installment Sales Act, 69 P.S. Section 1101, et. seq. 22. Commerce Bank has performed all conditions precedent for entry of judgment in its favor. HAR:90176.1/COM288-257341 -5- if 23. Pursuant to the Amended and Restated Guaranty and Surety Agreement, $7,111,415.32 is currently due and owing to Commerce Bank from Dodd, and Dodd has failed to pay the amount due. WHEREFORE, Plaintiff Commerce Bank/Harrisburg requests that judgment be entered in its favor and against Defendant David R. Dodd II in the sum of $7,111,415.32 plus post- judgment interest and costs of suit. i By: Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street - 8th Floor Harrisburg, PA 17101 (717) 237-7189 Attorneys for Plaintiff Commerce Bank/Harrisburg HAR:90176.1/COM288-257341 -6- K VERIFICATION I, Terrence M. Monteverde, Vice President - Asset Recovery Manager of Commerce Bank/Harrisburg, verify that I am authorized to make this Verification on behalf of Commerce Bank/Harrisburg and that the facts and information set forth in the foregoing pleading are true and correct to the best of my knowledge, information and belief and that this Verification is made subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities. Dated: 5°' ! - O g HAR:90176.1 /COM288-257341 it CONSTRUCTION LOAN AND SECURITY AGREEMENT This Construction Loan and Security Agreement ("Agreement") is made this 17a' day of July, 2006, by and between Commerce Bank/Harrisburg, N.A. (hereinafter referred to as "Lender"} and Cameron Real Estate, LP, a Pennsylvania limited partnership (hereinafter referred to as "Borrower"). BACKGROUND A. Borrower is the owner of certain real property consisting of approximately 8.92 acres, more or less, of land located at 600 and 1000 North Cameron Street, Harrisburg, Dauphin County, Pennsylvania, which premises are more fully described on Exhibit A attached hereto ("Cameron Property"). B. Borrower intends to construct or cause to be constructed certain improvements known as the Capital View Commerce Center, including construction of a printing/flex space facility, to the Cameron Property (the "Improvements'), of which the estimated cost components are more fully described on the Table of Sources and Uses attached hereto as Exhibit B. Borrower has requested Lender to lend to Borrower certain funds as described herein to finance the construction of the Improvements, and Lender has agreed to make such loan to Borrower pursuant to that certain Commitment Letter (the "Commitment Letter") dated July 13, 2006 issued by Lender and accepted by Borrower, the terms of which Commitment Letter are incorporated herein by reference and made a part of this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and promises contained herein, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: DEFINITIONS "ACA" means Advanced Communications Agency, Inc. "Advance" means a disbursement of the proceeds of the Loan, subject to the terms and conditions hereof, and/or the amount so disbursed, as the context may require. "Borrower" means Cameron Real Estate, LP. "Cameron Property" means that certain real estate located at 1000 North Cameron Street, Harrisburg, Dauphin County, Pennsylvania, as more particularly described on Exhibit "A" to this Agreement. "Closing" means the initial disbursement of Loan proceeds to or for the account of the Borrower. "Closing Date" means the date on which Closing occurs. "Collateral" has the meaning given to that term in Section 1.3. "Collateral Assignment" has the meaning given to that term in Section 1.3. "Commitment Letter" has the meaning given to that term in Recital B. Date. Date" means the last day of the eighteenth month following the Closing "Consents" means the written consents of (a) the Contractors to the assignment of the Construction Contracts by Borrower to Lender, in the form attached hereto as Exhibit C, and (b) the Governmental Authorities to the assignment of the Grant Contracts to Lender. "Construction Contracts" means the contracts listed on Exhibit D, attached hereto, and any other contract into which Borrower enters with respect to the construction of Improvements. "Construction Manager" means Adair Construction Services, Inc. "Construction Period" means the period of time extending from the Closing Date until the substantial completion of the Improvements. "Contractors" means the Construction Manager and all other entities with which Borrower has entered into the Construction Contracts, and the successors and assigns of such entities. "Conversion Date" has the meaning given to that term in Section 1.1(d). "Debt Service Advances" means Advances following the Conversion Date used by Borrower solely to make debt service payments to the Lender and to the Governmental Authorities. "Elevation Improvements" means such improvements and work as are necessary to increase the elevation of that portion of the Cameron Property on which the Improvements are designed to be constructed, for the purpose of making it unnecessary for Borrower to acquire flood insurance on the Cameron Property. "Event of Default" shall have the meaning given to that term in Section 7.1. "Financing Statements" has the meaning given to that term in Section 1.3. "Flood Insurance Requirements" means the furnishing by Borrower of written evidence reasonably satisfactory to Lender that (i) Borrower has obtained flood insurance on the Improvements and any and all personal property used or to be used in connection therewith, up to the maximum limits of insurance available under the National Flood Insurance Program as authorized by the Flood Disaster'Protection Act of 1973; or (ii) that the Federal Emergency 2 Management Association has determined that such flood insurance is not required by applicable law. "Funds" shall have the meaning given to such term in Section 1.1(a) "Governmental Authorities" means the City of Harrisburg and the Pennsylvania Department of Community and Economic Development. "Grant Contracts" means contracts between Borrower and the Governmental Authorities, providing for grants or loans to Borrower for use in completing the Improvements. "Guaranties" means the Guaranty and Surety Agreements executed by the Guarantors. "Guarantors" means ACA and David R. Dodd, constituting guarantors as surety for the payment and performance by Borrower of all of Borrower's obligations under the Note and the Loan Documents. "Hazardous Waste" shall have the meaning given to that term in Section 4.2. "Improvements" shall have the meaning given to that term in Recital B. "Lease Assignment" has the meaning given to that term in Section 1.3. "Lender" means Commerce Bank/Harrisburg, N.A. "Life Insurance Assignment" means an assignment to the Lender of an insurance policy insuring the life of David R. Dodd, II, up to an amount of at least $1,000,000, having a term extending at least until Borrower has repaid the Loan in full. "Line of Credit Election" means an election by Borrower to obtain from Lender a non- revolving, straight line of credit in an amount not to exceed the amount of the Remaining Credit. "Line of Credit Election Notice" means a written notice from Borrower to Lender indicating that Borrower is making a Line of Credit Election. "Loan" shall have the meaning given to that term in Section 1.1. "Loan Documents" means the Commitment Letter, this Agreement, the Note, the Mortgage, the Lease Assignment, the Collateral Assignment, the Guaranties, the Consents, the Life Insurance Assignment and any other document executed and delivered by Borrower of any Guarantor to Lender in connection with the Loan. "Maximum Loan Amount" means $5,000,000. 3 r "Mortgage" means an Open-End Mortgage and Security Agreement of even date herewith, executed by Borrower and granting and conveying to Lender a first mortgage lien upon the Cameron Property. "Note" has the meaning given to that term in Section 1.2. "Origination Fee" has the meaning given to that term in Section 1.4. "Permitted Liens" shall mean (1) liens arising from taxes, assessments, charges, levies or claims that are not yet due or that remain payable without penalty; (2) deposits or pledges to secure worker's compensation, unemployment insurance, old age benefits or other social security obligations, or in connection with or to secure the performance of bids, tenders, trade contracts or leases, or to secure statutory obligations, or stay, surety or appeal bonds, or other pledges or deposits of like nature and all in the ordinary course of business; provided that the priority of each of the foregoing does not prune any lien of the Mortgagee; (3) zoning restrictions, easements, minor restrictions on the use of real property, minor irregularities in title to real property and other minor liens that do not secure the payment of money or the performance of an obligation and that do not in the aggregate materially detract from the value of a property or asset to, or materially impair its use in the business of, Borrower; (4) liens in favor of Lender; and (5) liens shown on the Title Commitment and approved by Lender. "Plans" has the meaning given to that term in Section 1.3. "Remaining Credit" means the difference between (a) the Maximum Loan Amount and (b) Borrower's indebtedness to Lender for unpaid Advances and accrued but unpaid interest, late charges, expenses, and fees due to Lender under the Note as of the Conversion Date. "Revolving Credit Period" means the shorter of (a) the Construction Period and (b) the eighteen-month period of time extending from the Closing Date until the Completion Date. "Table of Sources and Uses" means the document attached hereto as Exhibit B. "Title Commitment" has the meaning given to that term in Section 2.3. "Uniform Commercial Code" means the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania during the term of the Loan. ARTICLE 1 - THE LOAN 1.1. Amount; Purpose and Nature. (a) Lender will extend credit to Borrower up to the Maximum Loan Amount (the "Loan" or the "Funds"). 4 14 %V1 (b) Borrower shall be authorized to use proceeds of the Loan (a) for the refinancing of existing indebtedness to Lender, (b) towards the cost of constructing the Improvements, in accordance with the terms and conditions of this Agreement and the Table of Sources and Uses, (c) upon the advance written approval of Lender, for the purchase of certain equipment to be incorporated into and used on the Cameron Property and (d) subject to the terms and conditions of this Agreement, for making debt service payments to the Lender and to Government Authorities to which Borrower is indebted pursuant to the Grant Contracts. (c) During the Revolving Credit Period, the Loan will be a revolving line of credit, and Borrower may borrow and re-borrow under the Note in accordance with the terms and conditions of this Agreement, provided that Lender shall not be obligated to make Advances during the Revolving Credit Period that would cause the aggregate amount outstanding under the Note to exceed $4,200,000. The amount outstanding under the Note at any time may be evidence by endorsements to the Note or by the Lender's internal records. (d) Provided that no Event of Default has occurred, Borrower shall be authorized to make a Line of Credit Election by providing a Line of Credit Election Notice to the Lender that Lender receives no later than 30 days prior to the expiration of the Revolving Credit Period (the "Conversion Date"). (e) If Borrower has not made a timely Line of Credit Election in accordance with the provisions of Section 1.1(d) hereof, then (A) the maximum amount of credit available under the Loan shall be reduced to $4,200,000; (B) on the Conversion Date, the entire outstanding balance of the Loan will convert automatically to a term loan with the repayment terms and maturity set forth in the Note; and (C) following the Conversion Date, Lender shall have no obligation to make any further Advances to Borrower, regardless of the then outstanding amount of Borrower's indebtedness under the Note. (f) If Borrower has made a timely Line of Credit Election in accordance with the provisions of Section 1.1(d) hereof, then on the Conversion Date (A) the Remaining Credit shall automatically be converted to a non-revolving, straight line of credit that may be used by Borrower solely for Debt Service Advances in accordance with the procedures set forth in Section 3.5 hereof, with the repayment terms and maturity set forth in the Note; and (B) an amount equal to the difference between the Maximum Loan Amount and the Remaining Credit shall automatically be converted a term loan with the repayment terms and maturity set forth in the Note. (g) Debt Service Advances to be used for debt service payments to Governmental Authorities shall be limited to an aggregate maximum amount equal to the difference between (i) the Remaining Credit and (ii) $800,000. 1.2. Note and Collateral. Borrower's obligation to repay the Loan and any other sums loaned Borrower by Lender is evidenced by Borrower's note (the "Note") of even date herewith in the principal amount of the Loan, and is secured, inter alia, by the Collateral. 1.3. Additional Security. (a) As additional security for the payment and performance of Borrower's obligations under the Note and this Agreement, Borrower shall have executed and delivered, or shall have caused to be executed and delivered, to Lender, on or before the execution of this Agreement, in form satisfactory to Lender: (i) an Assignment of Rents and Leases (the "Lease Assignment") assigning to Lender all present and future leases affecting all or any Property; an Assignment of Agreements Affecting Real Estate (the "Collateral Assignment") assigning to Lender all present and future agreements affecting the Cameron Property; (iii) the Guaranties; (iv) the Consents and (v) the Life Insurance Assignment. (b) In addition to the Mortgage, the Lease Assignment, the Collateral Assignment, the Guaranties, the Life Insurance Assignment and the Consents, Borrower hereby grants to Lender as security for Borrower's payment and performance of all of Borrower's obligations under the Note or this Agreement, and all Advances now or hereafter made by Lender to or for the benefit of Borrower under this Agreement or any of the Loan Documents, and any other indebtedness of Borrower to Lender, whether now existing or hereafter created, a security interest in all personal property of Borrower, including but not limited to (i) all materials delivered to the Cameron Property but not yet incorporated therein, now owned or hereafter acquired, (ii) all machinery, equipment, fixtures, furnishings, furniture, appliances, merchandise, chattel paper, instruments, documents, money, securities, contract rights, proceeds, general intangibles, accounts and other personalty of Borrower, now owned or hereafter acquired, and intended to be incorporated into or used in connection with Cameron Property or the Improvements iii all insurance upon all of the foregoing and the proceeds of any sale or exchange of the foregoing in whole or in part, (iv) all property of Borrower which at any time Lender shall possess or have the right to possess, or which is in transit to it, including without limitation, any balance or portion of any deposit, trust, agency, escrow or other account with Lender and any amounts which may be owing from time to time by Lender to Borrower and (v) all other accounts, deposit accounts, equipment, fixtures, general intangibles, goods, instruments and inventory of Borrower, and the proceeds thereof. Borrower also assigns and grants to Lender a security interest in, and agrees that Lender shall have and be able to exercise, until all obligations of Borrower under the Note or the Loan Documents have been paid or performed in full, all of Borrower's right, title and interest in, to and under all contracts, instruments, documents, licenses, permits, surveys, approvals and agreements of any kind relating to the construction of the Improvements or the marketing, sale, leasing, financing or operation of all or any part of the Cameron Property, now owned or hereafter acquired, and the proceeds of any of the foregoing, including without limitation the Construction Contracts and those certain land development plans, designs and specificiations prepared for Borrower by Erdman, Anthony and Associates, Inc. for the Improvements, all as listed on Exhibit E hereto ("Plans"). So long as no Event of Default (herein defined) shall have occurred and be continuing hereunder, Borrower shall have the benefits of such right, title and interest in the foregoing assigned instruments, provided that, except as otherwise permitted in this Agreement, Borrower shall not terminate, cancel or amend in any material respect, or suffer 6 V or permit the termination, cancellation, material amendment, default or expiration of, any assigned instrument without Lender's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall continue to be solely liable for all obligations of Borrower under any assigned instrument and neither Borrower nor any other party thereto shall look to Lender to pay or perform any of such obligations unless and until Lender shall have notified such party in writing that Lender has elected to assume such obligations, and then only to the extent set forth in such assumption. In the event of foreclosure of the Mortgage, the purchaser at such foreclosure also shall acquire all the right, title and interest of Borrower in, to and under said contracts, instruments, documents, licenses, permits, surveys, approvals and agreements, but such purchaser shall be liable only for the obligations expressly assumed by such purchaser. The foregoing constitutes a security agreement under the Uniform Commercial Code, and Borrower hereby authorizes Lender to file UCC-1 Financing Statements (the "Financing Statements") in such jurisdictions and places as Lender shall determine, such Financing Statements to evidence the security interests granted hereunder to Lender. All of the terms used in this Section 1.3 which are defined in the Uniform Commercial Code shall have the meanings assigned to them by the Uniform Commercial Code unless and to the extent varied by this Agreement. For the purposes of this Agreement, the term "Collateral" shall mean the right, title and interest of Lender in the property described in the Mortgage, the Lease Assignment, the Collateral Assignment, the Consents, the Life Insurance Assignment, the Financing Statements and the property described in this Section 1.3. 1.4. Lender's Fees. Borrower shall pay to Lender on demand all of Lender's out of pocket expenses incurred in connection with the Loan, including title searches, appraisal fees, costs of engineering and environmental reports, inspection fees, recording fees and taxes, if any, upon the Mortgage, survey expenses, Lender's reasonable counsel fees, and such other expenses and fees as are reasonably incurred by Lender; and as compensation for services rendered hereunder Borrower shall pay Lender, in addition to the foregoing, a loan origination fee (the "Origination Fee") of $35,000.00. 1.5. Materials Delivered. Borrower agrees, for Borrower and all those claiming under or through Borrower, that all materials delivered to the Cameron Property by mechanics, materiahmen or suppliers for the purpose of being used in or in connection with the construction of the Improvements, whether actually deposited upon the Cameron Property or upon lands nearby, shall be considered annexed to and a part of the Cameron Property as if actually incorporated in the said Improvements and, as against Borrower and all parties acting or claiming under or through Borrower, shall be subject to this Agreement and the lien of the Mortgage. This provision shall not make Lender responsible for any loss, damage or injury to the same materials or for the payment for the same. ARTICLE 2 - CONDITIONS PRECEDENT The obligation of Lender to make the initial Advance and any subsequent Advances under the Loan is subject to the following conditions precedent, all of which shall have been 7 VP satisfied on or before the date hereof and which, when appropriate, shall continue to be satisfied before any subsequent Advance under the Loan. 2.1. Contracts; Consents. Lender shall have received and approved true, correct and complete copies of the Plans, the Construction Contracts, duly executed Grant Contracts, reasonably satisfactory in form and content to Lender, for all of the loans and grants referred to in the Table of Sources and Uses and the Consents duly executed by the Contractors and the Governmental Authorities. 2.2. Delivery of Loan Documents. The Loan Documents shall have been duly executed and delivered to Lender, and the Mortgage, the Lease Assignment, the Collateral Assignment and the Financing Statements shall have been recorded in the appropriate public offices. 2.3. Delivery of Other Documents. Borrower shall have delivered, or caused to be delivered, to Lender the following: (a) Resolutions. Resolutions of Borrower and ACA, authorizing execution of such of the Loan Documents to which each is a party. (b) Title Insurance. Marked-up title report issued by a reputable title insurance company approved by Lender, representing that company's commitment to issue in favor of Lender a mortgagee's title insurance policy, in form satisfactory to Lender, insuring the lien of the Mortgage as a first lien on the Cameron Property, free and clear of all prior liens and encumbrances (including possible mechanics' liens) and subject only to the Permitted Liens ("Title Commitment"), and the premium for such policy shall have been paid in full by Borrower. Said policy shall contain such endorsements as are required by Lender, including but not necessarily limited to endorsements (i) insuring against loss or damage resulting from unrecorded easements, discrepancies or conflicts in boundary lines, shortage in area, or encroachments which an accurate and complete survey of the Cameron Property would disclose, (ii) insuring that any restrictions affecting the Cameron Property have not been violated and that any future violation thereof would not work a forfeiture or reversion of title to the Cameron Property or impair the construction, occupancy or use of the Improvements, and (iii) insuring against the invalidity or unenforceability and loss of priority of the lien of the Mortgage resulting from changes in the rate of interest payable on the Note. (c) Property and Liability Insurance. Policy or policies of fire and casualty insurance with extended coverage, contingent or other liability insurance, workmen's compensation, and such other insurance as Lender may require, covering any loss or damage to the Cameron Property and Improvements or to persons or other property in, on or about the Cameron Property during the period of construction and thereafter, howsoever such loss or damage may arise. Such insurance shall be in such amounts as Lender shall require from time to time, and shall be obtained from responsible insurance carriers satisfactory to Lender. Borrower will cause all of its rights in such insurance policies to be subject to Lender's interest under a ,standard mortgagee's endorsement, in form and substance satisfactory 8 r to Lender, or shall name Lender as an additional insured, as applicable, and shall cause such policies to provide for thirty days written notice to Lender prior to cancellation or reduction in coverage. Borrower shall pay all premiums for such insurance and shall present Lender with evidence of payment of same. Receipt of insurance policies acceptable.to Lender shall not thereafter bar Lender from requiring additional insurance, as Lender may deem same necessary or desirable from time to time. All insurance required hereunder shall be maintained by Borrower until the Loan has been repaid in full. No policy shall contain a co-insurance provision without the consent of Lender. (d) Permits. Copies of all building, zoning and use, highway occupancy, environmental and other permits with respect to the Cameron Property and the construction of the Improvements, and such other evidence as Lender may require that the Improvements and use thereof contemplated by Borrower are permitted by and comply with all applicable laws, ordinances and regulations, including without limitation all applicable zoning, subdivision, and environmental laws, ordinances and regulations. (e) Waivers of Liens. A waiver of or stipulation against liens executed by the Contractors, valid in the opinion of counsel for Lender, whereby the Contractors shall waive their rights, and the rights of all subcontractors and parties acting through or under them, to have, file or maintain mechanic's liens or claims against the Cameron Property and Improvements, such waiver or stipulation to be recorded and indexed in the appropriate jurisdiction. (f) Appraisal. An appraisal of the Cameron Property which meets the requirements of the Commitment Letter. (g) Environmental Audit. An environmental inspection report of the Cameron Property performed and prepared by an environmental consultant satisfactory to Lender, which environmental report shall meet the requirements of the Commitment Letter. (h) Leases. Copies of all leases affecting the Cameron Property, which leases shall be satisfactory to Lender in all respects. (i) Tenant Estoppels. Certifications from all tenants of the Cameron Property, in form and substance acceptable to Lender and Lender's counsel, whereby each tenant shall certify that its respective lease and all existing amendments, as delivered to Lender, is complete and correct and has not been amended or modified in any way, that such tenant has not paid rent more than thirty days in advance, and that such tenant has no knowledge of any default by Borrower or such tenant under said lease. 0) Lease Subordination. Subordination, nondisturbance and attornment agreements from all tenants of the Cameron Property, in form and substance satisfactory to Lender and Lender's counsel, whereby each tenant shall subordinate its lease to the lien of the Mortgage, provided that should Lender succeed to the position of lessor under such lease, and such tenant is not then in default thereunder, then Lender shall affirm such lease, provided further that such tenant in all circumstances shall attorn to Lender as the successor lessor. 9 (k) Survey. A current survey and legal description of the Cameron Property satisfactory to Lender, which survey and legal description shall be acceptable in all respects and certified to Lender and to the title company insuring title by a registered surveyor on a form of surveyor's certification acceptable to Lender. (1) Financial Statements. Most recent financial statements of Borrower and Guarantors, which financial statements shall be satisfactory to Lender and shall accurately set forth the financial condition of Borrower and Guarantors and otherwise be satisfactory to Lender. (m) Evidence of Utilities and Access. Evidence satisfactory to Lender of availability at the proper time of access to the Cameron Property and of all utilities and off-site improvements required to operate the Cameron Property and the Improvements. (n) Opinion of Counsel. (a) An opinion or opinions of counsel to Borrower and Guarantors satisfactory to Lender, to the effect that: (i) Borrower is a limited partnership organized and validly existing under the laws of the Commonwealth of Pennsylvania, and has the required power and authority to execute and deliver this Agreement and the Loan Documents, to issue the Note, and to perform its obligations under all of the above documents; (ii) ACA is a business corporation organized and validly existing under the laws of the Commonwealth of Pennsylvania, and has the required power and authority to execute and deliver its Guaranty, and each individual Guarantor is sui iuris and of full capacity to execute and deliver his Guaranty and to perform his obligations thereunder; (iii) The execution, delivery and performance of this Agreement and the execution, delivery and performance pursuant thereto of the Note and the Loan Documents will not conflict with any provision of the Borrower's Certificate of Limited Partnership, Borrower's Partnership Agreement or violate any provision of law or any judgment, order or regulation of any court or any public or governmental agency or authority and will not, to the best of such .counsel's knowledge, conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of any Borrower pursuant to the terms of any agreement, indenture or instrument to which it is a party or by which it or its properties are bound; (iv) The Guaranties have been duly executed and delivered by the Guarantors and constitute the legal, valid and binding obligations of each Guarantor, enforceable in accordance with their terns except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally. (v) This Agreement, the Note and the Loan executed and delivered by Borrower and when my executed b Lender m will onsti been duly valid and binding obligations of Borrower, enforceable in accordance with their terms, except to, 10 t the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting creditors' rights generally; (vi) The Borrower, to the best of such counsel's knowledge based on a certificate of the Borrower, is not in default with respect to any existing indebtedness, and no consent or approval of any trustee or holder of any indebtedness or consent, permission, authorization, order or license of any federal or state governmental or regulatory authority is or will be required in connection with the execution, delivery and performance of this Agreement, the Note or the Loan Documents except such as have been obtained; and (vii) Based on a governmental proceeding pending or, to the certificate of such Borrower, knowledge, threatened litigation or thatened against the Borrower, which, if adversely determined, would have a material adverse effect on the financial condition or business of Borrower or would adversely affect the ability of Borrower to perform its obligations hereunder or under the Note, this Agreement or the Loan Documents. (o) Other Submissions. Such other documents, instruments, opinions, approvals, assurances and submissions as are required by the terms of the Commitment Letter or otherwise are reasonably requested by Lender, all of which shall be satisfactory to Lender and Lender's counsel. (p) Flood Insurance. Lender shall have no obligation to make any Advance for the construction of Improvements, except for Elevation Improvements, until Borrower has fulfilled its Flood Insurance Requirements. In the event that Borrower constructs any part of the Improvements in addition to the Elevation Improvements without fulfilling its Flood Insurance Requirements, Borrower shall be obligated to reimburse Lender for the costs incurred by Lender either (i) to obtain a determination by the Federal Emergency Management Association that flood insurance is not required by applicable law or (b) to obtain and maintain flood insurance on the Cameron Property during the term of the Loan. 2.4. Fees, Charges and Premiums. Borrower shall have paid the Origination Fee and all recording and conveyancing fees in connection with the Closing, for any Closing charges (including transfer taxes and title insurance premiums) assessed against Borrower, for the reasonable legal fees and disbursements of Lender or Lender's attorneys in connection with this Loan, and such other fees and costs as may be set forth herein or elsewhere in the Loan Documents. Any sums not so paid upon demand, and any such sums becoming due and payable after the date hereof and not paid upon Lender's demand therefor, may be advanced by Lender from the Funds, to itself or otherwise, and all such advances shall be deemed advances under the Note and shall be secured by the Loan Documents. 2.5 Representations and Warranties; No Event of Default. The representations and warranties of Borrower set forth in this Agreement or in any other Loan Document shall be true and correct, and there shall have occurred no Event of Default or any event which, with the passage of time and/or the giving of notice, would constitute an Event of Default. s ARTICLE 3 - CONSTRUCTION AND DISBURSEMENTS 3.1. Commencement, Prosecution and Completion of Construction. Promptly after the execution of this Agreement, Borrower shall cause the Contractors and all subcontractors to commence the construction of the Improvements, subject to and in strict accordance with this Agreement, the Construction Contracts and the Plans, and to proceed diligently, employing sufficient workmen and materials, so that the Improvements shall be completed and ready for occupancy or their intended use by the Completion Date. Completion of the Improvements by the Completion Date is of the essence of this Agreement. All construction shall be performed and completed in a good and workmanlike fashion using high quality materials, and shall comply in all respects with all applicable governmental laws, regulations, orders and ordinances, and with the requirements of any underwriters for fire and hazard insurance. 3.2. Construction Schedule. Borrower shall also secure from the Contractors and provide to Lender a construction schedule acceptable to Lender, projecting deadlines for various stages of construction and detailing the items to be completed, together with the costs thereof. 3.3. Encroachments. At completion and at all times during the Construction Period, the Improvements shall be located wholly within any required building setback lines, and shall comply with all applicable use or other restrictions contained in any covenants or restrictions of record, all applicable governmental laws, regulations, orders and ordinances, or elsewhere. At any time at Lender's request, Borrower will furnish satisfactory evidence with respect to such compliance, together with a survey or re-certification of a prior survey by a registered surveyor or engineer, showing that the Improvements are located entirely upon the Cameron Property, and do not encroach upon or overhang any easements, rights-of-way or lands of others, or otherwise violate any of the foregoing restrictions. 3.4. Certificate of Occupancy. On or before the Completion Date, Borrower shall deliver to Lender a certificate of occupancy or its equivalent, issued by the public authorities having jurisdiction of the Cameron Property, confirming that construction of the Improvements has been completed in accordance with all applicable requirements, and that the Improvements may be occupied and used for their intended use. 3.5. Procedure for Advances by Lender. (a) Procedure for Advances during the Revolving Credit Period. During the Revolving Credit Period, but not thereafter, Lender shall be obligated to make Advances against the Note from time to time upon Borrower's request, in accordance with and not in excess of the budgeted amounts set forth in the Table of Sources and Uses. Each request for an Advance shall be made by a loan advance requisition in a form satisfactory to Lender. Borrower will provide Lender with an updated Advance requisition form prior to each request for an Advance showing the aggregate funds which have been drawn against each such item to the date of the request. Each Advance requisition shall be accompanied by (i) vouchers in form satisfactory to Lender specifically stating the amount, payee and expenses to be covered by each payment to be made 12 by Borrower from the proceeds of the Advance, which payee may be Lender in the case of a requisition for the payment of interest on or principal of the Note, and which may be Borrower in the case of (A) work performed by Borrower personnel, (B) reimbursement for payments advanced by Borrower for costs of any portion of the Improvements prior to the date of this Agreement or (C) any other costs properly payable to Borrower; ii as Lender may require from time to time, copies of the invoices to be paid with the proceeds of the requested Advance (iii) a certificate of Borrower substantially in the form attached hereto as Exhibit "F" stating that (A) the proceeds of the Advance will be fully and solely applied to the costs of the Improvements and that the funds to be advanced plus those funds previously advanced and the amounts applied by Borrower from sources other than the Loans do not exceed the gross maximum price of the applicable Construction Contract, as amended by change orders executed in accordance with the provisions of this Agreement and the Construction Contract; (B) the construction of the Improvements to the date of the request has been performed in a good and workmanlike manner, in conformity with good construction and engineering practice and in compliance with the Construction Contracts and the Plans; (C) Borrower has no knowledge of any Event of Default or any event which with the passage of time or giving of notice or both would constitute an Event of Default or any liens, statutory or otherwise, held by mechanics, workmen, contractors or suppliers with respect to the Project; (D) the undisbursed balance of the Loan, together with the undisbursed balance of funds available to Borrower pursuant to the Grant Contracts, is sufficient to fund the cost of completing the Improvements pursuant to the Plans; (E) the Improvements have not been materially injured or damaged by fire or casualty except any fire or casualty of which Lender has notified Borrower in writing that Lender has been paid insurance proceeds in an amount sufficient, in Lender's sole judgment, to effect satisfactory and timely restoration; and (F) the payments to be made from the proceeds of the requested Advance are not in excess of the budgeted amounts set forth on the Table of Sources and Uses or the payments required under the terms of the Construction Contracts; (iv) a certificate by the Construction Manager substantially in the form attached as Exhibit "G" that the vouchers submitted with the request are for work and materials actually performed and delivered and that the work done on the Improvements to the date of the request has been performed in a good and workmanlike manner, in conformity with good construction and engineering practice and in compliance with the Plans; (v) an approval by Lender's inspector of the requested Advance; and (vi) if requested by Lender, an endorsement to the title insurance policy for the Mortgage insuring Lender against any loss occasioned by any liens of record, statutory or otherwise, held by mechanics, workmen, contractors, suppliers or the employees or agents of any of them with respect to the Improvements and that since the issuance of such title insurance policy or the last such endorsement, there has been no change in the state of title to the Cameron Property and there have occurred no survey or other exceptions not previously approved by Lender. (b) Amount and Frequency of Advances during the Revolving Credit Period. Anything herein to the contrary notwithstanding, (i) Advances during the Revolving Credit Period shall be limited to no more than one per calendar month except as Lender in its discretion may otherwise permit from time to time, and (ii) the aggregate of all Advances at any time during the Revolving Credit Period shall not exceed, in Lender's opinion, the value of work done 13 and materials physically incorporated into, or delivered to and securely stored, on the Cameron Property and the Improvements. (c) Procedure for Advances Following the Conversion Date. If Borrower has made a Line of Credit Election Notice in accordance with the terms and conditions of this Agreement, then for a period of time not to exceed eighteen months from the Conversion Date, Lender shall be obligated to make Debt Service Advances from time to time upon Borrower's request and, in the case of Debt Service Advances to be used for payments to Governmental Authorities, submission by Borrower to Lender of invoices from the Governmental Authorities. Lender shall not be obligated to make any Debt Service Advances following the last day of the eighteenth month following the Conversion Date. 3.6. No Default by Borrower. Lender shall not be obligated to advance Funds pursuant to this Agreement if there shall have occurred and be continuing an Event of Default hereunder by Borrower, or any other event with which the passage of time and/or the giving of notice could give rise to such an Event of Default. 3.7. Application of Proceeds. Borrower shall receive all Advances made hereunder in trust, which sums shall be applied only as follows: first, for reimbursement to Lender of any sums or fees expended in connection herewith and, second, to payment for the cost of erection and completion of the Improvements. Nothing herein shall impose upon Lender any obligation to monitor the proper application of Advances by Borrower. 3.8. Payments to Contractors, Subcontractors and Materialmen. Lender may, at Lender's sole discretion, make payments from the Funds directly to the Contractors or other contractors, subcontractors or materialme for work done or materials supplied, and to set aside and allocate from the Funds amounts that are sufficient, in Lender's sole judgment, to make such payments. Upon any disbursement being made directly to the Contractors or to any contractor, subcontractor or materialman by Lender, Borrower shall be obligated to Lender to the same extent as if Lender had paid such sums directly to Borrower. 3.9. Retained Funds. The Lender reserves the right, at its own reasonable discretion and without liability to Borrower, to withhold from the Advances made hereunder such amounts as are necessary, in Lender's commercially reasonable opinion, to ensure completion of construction in accordance with the Table of Sources and Us sJ VF tO , r?a?c?v?u a--1-0, -•? e ? ?? fo ? o% of '1?e aw.o ? ..? o? Yom. kdw-ce r? e? 3.10. Inspections. Borrower will permit Lender or Lender's representatives to make #4? inspections of the Cameron Property and the Improvements and Borrower's books and records relating thereto at such time or times as Lender may reasonably request. Lender's representatives shall have full and free access to the Cameron Property during normal business hours for the purpose of making such inspections, and Borrower will assist in the making of such inspections as requested to do so by Lender. Borrower agrees to pay Lender's a reasonable inspection fee for each site visitation conducted by Lender or its representative, provided that such visits at Borrower's expense shall not be conducted more frequently than monthly except when Borrower 14 requests and Lender agrees to more than one Advance of the Funds per month, and during such periods as an Event of Default shall have occurred and be continuing. If upon any such inspection, Lender in writing condemns as unsound or improper and not in substantial compliance with the Plans or this Agreement, any portion of the Improvements or any materials used or to be used therein, Borrower will immediately commence to remove from the Cameron Property or the Improvements all condemned materials, and will replace or at Lender's option, repair any portion of the Improvements so condemned. 3.11. No Representations or Waiver. Lender's inspections are solely for the protection of Lender and Lender's security, and no action or inaction by Lender shall constitute any representation, warranty or acknowledgment by Lender that the Improvements comply with the Plans or that the Improvements are sound or free from defects in material, design, or workmanship, or that Lender approves of such Improvements. No Advance or payment made hereunder, including final payment, shall be evidence of the performance of this Agreement, either in whole or in part, and no Advance or payment, including the final payment, shall be construed to be or constitute an acceptance of any defective or faulty work or improper materials or a waiver of any of the provisions of this Agreement. 3.12. Alterations. The prior written approval of Lender shall be required for any modification or amendment of the Plans, the Construction Contracts, any material deviation of the construction of the Improvements from the Plans, and any change order in excess of $5,000.00. 3.13. Insufficiency of Funds. Any construction costs incurred in excess of the respective budget amounts for items shown on the Table of Sources and Uses shall promptly be paid by Borrower from sources other than the Funds. Should the balance of the Funds at any time, in Lender's reasonable opinion, appear to be insufficient to complete the Improvements, Lender may require that Borrower pay, and Borrower will so pay to Lender within twenty days of Lender's request therefore, for disbursement by Lender, an amount equal to such deficiency as determined by Lender, and Lender shall not be obligated to make any further Advances until such amount is paid to Lender and is disbursed for payment of construction costs; provided, however, Lender in its reasonable discretion may elect to reallocate amounts remaining in any budget amount to cover the deficient budget amount if Lender receives from the Borrower evidence satisfactory to Lender that there are amounts in some other category sufficient to cover in full all the construction costs in such other category and to cover in full the deficiency in the deficient category. 3.14. Advances at Lender's Discretion. Anything in this Agreement to the contrary notwithstanding, Lender may from time to time, at its option, without request or orders from Borrower, make Advances to itself for payment of all amounts due and payable under the Note. 15 ARTICLE 4 - CERTAIN COVENANTS OF BORROWER During the term of the Loan, Borrower agrees to observe, pay and perform the following covenants and obligations. 4.1. Notices. Borrower will forward to Lender, promptly after receipt, copies of all notices, permits or other documents (excepting only notices for non-delinquent taxes due) relating to the Cameron Property or the Improvements received by Borrower from the Governmental Authorities, or from any other governmental authority having jurisdiction over the Cameron Property or the Improvements, or from any person claiming a mechanic's or materialman's lien against the Cameron Property. 4.2. Compliance With Laws. Borrower will comply or cause the compliance of the Cameron Property and the Improvements with all applicable governmental laws, rules, regulations, orders and ordinances, including without limitation zoning, land development, subdivision, and environmental ordinances and regulations. Borrower will keep or cause the Cameron Property to be kept free of all flammable materials/explosives, radioactive materials, hazardous materials, hazardous waste, hazardous or toxic chemical substances or related materials, as same may be defined or prescribed in any federal, state or local environmental law, ordinance, order, or regulation, or any written publications or notices promulgated pursuant thereto (the foregoing hazardous materials hereinafter are referred to as "Hazardous Waste") except in compliance with applicable law. Borrower shall indemnify, defend and hold Lender harmless from and against any claims, demands, penalties, fines, liabilities (including without limitation death or injury to persons or damage to property), cost or expenses of any kind or nature (including without limitation court costs, reasonable attorneys' fees, and all costs and expenses associated with any governmental, administrative or judicial proceeding or investigation), known or unknown, contingent or otherwise, arising out of, or any way related to: (i) the presence, disposal, release, threatened release, or transportation of any Hazardous Waste upon the Cameron Property, or any claim, assertion, investigation or inquiry relating to any of the foregoing; (ii) any actual or threatened litigation, governmental proceeding, investigation, or other proceeding relating to such Hazardous Waste; and/or (iii) any violation of laws, orders, regulations, requirements or demands of governmental authorities relating in any way to such Hazardous Waste; provided, however, in no event shall Borrower be required to indemnify Lender for those matters arising from the gross negligence or willful misconduct of Lender, its employees or agents. The foregoing indemnity shall be in addition to any and all other obligations and liabilities of Borrower to Lender, including liability at law, and shall survive the repayment of the Loan. 4.3. No Liens or Encumbered Property. Without Lender's prior written consent, Borrower will not convey, create or file, or suffer to be created or filed or continued any interest in or lien or encumbrance upon the Cameron Property or the Improvements, except the Permitted Liens, unless such lien, charge or security interest shall be discharged within thirty (30) days after the date of filing thereof or the same shall be contested in good faith and bond or other security in an amount sufficient to prevent the enforcement of any such lien against the Cameron 16 Property and the Improvements shall be posted. Borrower will not install or permit to be installed in or upon the Cameron Property or the Improvements any encumbered property or any property which is subject to any writ and anyone other than Lender to remove, repossess, or otherwise exercise any right of ownership, dominion or control. Borrower will pay or otherwise cause the removal of any liens which may be filed against the Cameron Property or the Improvements within twenty days of the filing of such lien. 4.4. Restrictions on Transfer. Without the prior written consent of Lender, Borrower will not sell or transfer, or permit or suffer to be sold or transferred, voluntarily or by operation of law (other than by execution on the Note or foreclosure under the Mortgage) all or any part of its interest in the Cameron Property, and no issuance or transfer of any partnership interest or other interest in Borrower will be made. Any violation of or failure to comply with the provisions of this Section 4.4 shall constitute an immediate Event of Default hereunder and under the Note and the other Loan Documents. Notwithstanding the foregoing, Borrower shall be permitted to enter into leases and subleases in the ordinary course of business and to dispose of obsolete or worn out personal property. (subject to other terms and conditions of the Loan Documents) 4.5. Compliance with Contracts. Borrower at all times will comply in all material respects with all requirements and satisfy all conditions of all contracts, bonds or insurance which insure or relate to all or any part of this Agreement, the Cameron Property, the Improvements or Borrower including without limitation all terms and conditions of the Construction Contract, the Grant Contracts and all other contracts or subcontracts relating to the construction of the Improvements. In the event that Borrower shall fail to comply with or satisfy any such conditions Lender may undertake such compliance on Borrower's behalf, and all sums expended by Lender in connection therewith shall be deemed advances against the Note and shall be secured by the Loan Documents. 4.6. Borrower's Existence; Tax Returns. Borrower will file all required tax returns, pay when due all taxes imposed upon Borrower or Borrower's income, assets or operations, and upon Lender's request therefor shall provide Lender with copies of such returns and receipts for the payment of such taxes. Borrower will do or cause to be done all actions necessary to keep in full force and effect the existence, rights and franchises of Borrower. Borrower shall not change its state of organization and shall not permit a change in the management of its general partner without the prior written consent of Lender. 4.7. Financial Information. Until the Loan has been repaid in full, Borrower will furnish, or cause to be furnished, to Lender the following financial information: (a) internally prepared annual balance sheets and income statements for Borrower within 90 days after the close of each fiscal year; (b) annual balance sheets and income statements for ACA, reviewed by a certified public accountant acceptable to Lender, within 90 days after the close of each fiscal year; 17 (c) internally prepared monthly balance sheets and income statements for ACA within 15 days of the end of each month; (d) federal income tax returns filed by Borrower and each Guarantor within 15 days of filing, but in any event not later than April 30 of each year (unless an extension request has been filed timely with the Internal Revenue Service and a copy of such extension is provided to Lender contemporaneously therewith); (e) an annual budget for ACA no later than 30 days before ACA's fiscal year end in form and content satisfactory to Lender; (f) on or before the first day of each calendar quarter an internally prepared backlog report for ACA; (g) on or before the first day of each calendar quarter a report listing the accounts receivable of ACA, to include aging; (h) on or before the first day of each calendar quarter a report listing accounts payable of ACA, to include aging; (i) on or before each June 1 and December I a rent roll for the Cameron Property, in form and content satisfactory to Lender, until such time as the flex space is 50% leased and, thereafter, a rent roll in form and content satisfactory to Lender on each June 1; and 0) such additional financial information in respect of Borrower and the Guarantors as Lender may request from time to time. All data, statements and information shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly set forth the financial condition of Borrower and the Guarantors. 4.8. Primary Deposit Relationship. Until the Loan has been repaid in full, Borrower shall maintain its primary deposit relationship with Lender. ARTICLE 5 - PROCEEDS OF INSURANCE; CONDEMNATION All proceeds of any hazard insurance or condemnation award with respect to the Cameron Property or the Improvements shall be paid to applied by Borrower and Lender, and their permitted successors and assigns, in accordance with the Mortgage. ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF BORROWER 6.1. Representations of Borrower. Borrower hereby represents and warrants to Lender as follows: 18 (a) Borrower is a limited partnership, duly organized and subsisting under the laws of the Commonwealth of Pennsylvania, is duly qualified and in good standing to conduct business in those jurisdictions in which its ownership of property or the conduct of its business requires such qualification, and has the requisite power and authority to enter into the Loan transaction and perform its obligations under this Agreement, the Note, and such of the other Loan Documents of which Borrower is a party. Cameron Management, Inc. is the general partner of Borrower, and David R. Dodd, II is the sole owner of limited partnership interests in the Borrower. (b) ACA is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania, is duly qualified and in good standing to conduct business in those jurisdictions in which its ownership of property or the conduct of its business require such qualification, and has the requisite power and authority to make and perform its obligations under its Guaranty. David R. Dodd is sui iuris and of full capacity to make and perform the obligations under his Guaranty and is the sole shareholder of ACA. (c) The execution, delivery and performance by Borrower and Guarantors of such of the Loan Documents to which each, respectively, is a party has been duly authorized by all requisite corporate action and will not violate any provision of law or any judgment, order or regulation of any court or of any public or governmental agency or authority applicable to Borrower or Guarantors or any charter, certificate of organization, bylaw or operating agreement of any of such parties which is a business organization, or conflict with or result in a breach of any of the terms of, or constitute a default under, or result in the creation or imposition of any lien or charge upon any of the properties or assets of Borrower or any Guarantor under the terms of any agreement or instrument to which Borrower or any Guarantor is a party or by which Borrower or any Guarantor or any of their properties are bound. (d) The Loan Documents when executed and delivered by Borrower and Guarantors respectively will constitute legal, valid and binding obligations of the parties thereto in accordance with their respective terms. (e) There is no claim, litigation or governmental proceeding against Borrower, Guarantors, or the Cameron Property now pending or, to the knowledge of Borrower, threatened which, if adversely decided, would have an adverse effect on the assets, business, operations or financial condition of the Borrower, Guarantors, the Cameron Property.. (f) All financial information submitted to Lender concerning Borrower or Guarantors is complete and correct and fairly sets forth the financial condition of Borrower and Guarantors as of the respective dates thereof, and all other information submitted to Lender by or on behalf of Borrower or Guarantors in connection with the Loan is complete, correct and accurate, and does not fail to state or disclose any fact necessary to insure that such information is not misleading in any respect. There has been no material adverse change which has not been disclosed to Lender from any of the foregoing financial statements, information and/or disclosures. 19 (g) Borrower and Guarantors have filed all Federal, State and local tax returns required to be filed and have paid all taxes due in connection with such tax returns. (h) Borrower has no knowledge of any violation, nor is there any notice or other record of any violation, of any zoning, subdivision, environmental, building or other law, ordinance, order, regulation, restrictive covenant or other restriction applicable to the Cameron Property or the Improvements, except for violations which Borrower has disclosed to Lender in writing. (i) There is no Hazardous Waste located in or upon the Cameron Property. 0) The Plans, the Cameron Property, the construction of the Improvements, and the use of the Cameron Property and the Improvements for the purposes intended comply in all material respects with all applicable governmental laws, ordinances, orders and regulations, including without limitation zoning, subdivision, and environmental ordinances, and all permits or approvals required thereunder to construct the Improvements have been obtained. (k) There exist no liens, encumbrances or other charges against the Cameron Property or the Improvements other than the Permitted Liens, nor has Borrower made any contract or arrangement of any kind, the performance of which by the other party thereto could give rise to a lien or encumbrance upon the Cameron Property or the Improvements, except such as are fully covered by Lender's mortgagee's title insurance policy. (1) All roads necessary for the full utilization of the Cameron Property and the Improvements for their intended purposes, and all utility services necessary for the construction and operation of the Improvements exist or will exist prior to the Completion Date. The Construction Contracts, and all other contracts and subcontracts heretofore entered into with respect to the construction of the Improvements are in full force and effect and have not been amended, modified, or terminated without Lender's written consent, and Borrower is not in default thereunder and, to the best knowledge and information of Borrower, none of the other parties thereto are in default thereunder, nor to the best knowledge and information of Borrower, do there exist any events or conditions which with the passage of time and/or the giving of notice could constitute a default thereunder any of the foregoing by any party thereto. (m) Borrower has delivered to Lender, and will continue to deliver to Lender as it enters into additional Construction Contracts, true and correct copies of the Plans and the Construction Contracts. Borrower has entered into no other contracts or agreements with respect to the construction of the Improvements. 6.2. Continuation of Representations. All of the above representations and warranties shall be continuing and shall survive the making of this Agreement and the issuance by Borrower of the Note. 20 ARTICLE 7 - DEFAULT; REMEDIES 7.1. Event of Default. Each of the following shall be considered an "Event of Default" under this Agreement: (a) Borrower or any Guarantor or any other party liable thereunder shall fail to pay any amount due under any of the Loan Documents within ten days of the date that same shall become due and payable; (b) Construction of the Improvements is stopped for ten consecutive working days or more by reason of any cause within Borrower's control, or for thirty consecutive days by reason of any cause beyond Borrower's control; (c) Borrower or any Guarantor shall be in default with respect to any indebtedness to Lender, or to any other lender, other than the Loan, which default shall have continued beyond any applicable notice and grace period, if any; (d) Borrower or any Guarantor makes an assignment for the benefit of its or his creditors, or is unable or admits in writing its or his inability to pay its or his debts as they mature, or files a petition in bankruptcy, or commences a proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, or consents to any such proceeding or has commenced against it or him any such proceeding which shall remain undismissed for a period of sixty days, or is adjudicated insolvent or bankrupt, or petitions or applies to any tribunal for the employment of any custodian, receiver, liquidator or trustee for it or him or any substantial part of its or his properties or assets or consents to any such appointment, or permits any such appointment to continue undischarged or unstayed for a period of sixty days; (e) Any litigation or administrative proceeding or investigation erisues involving the Loan Documents, Borrower, any Guarantor, the Cameron Property, the Improvements, or any instrument, contract or document delivered to Lender in compliance with this Agreement, and the adverse result of such litigation, proceeding or investigation would have, in Lender's opinion, a material adverse effect on the Cameron Property, the Improvements, the Collateral or Borrower's ability to pay or perform its obligations under the Note or any of the Loan Documents; (f) Any statement, certificate, representation or warranty made by Borrower or any Guarantor with respect to any transaction or thing contemplated by or set forth in this Agreement or any of the other Loan Documents shall, in Lender's reasonable opinion, prove to be false or misleading; (g) Any material portion of the Cameron Property or the Improvements is subjected to any condemnation or similar proceeding, or any portion of the Improvements shall encroach upon the boundary lines or set back lines of the Cameron Property and the policy of title insurance issued in connection with the Loan does not insure over such encroachment; 21 (h) The Lender is of the reasonable opinion that the Improvements, and all roads and utilities necessary for the full utilization of same for their intended purpose, shall not be completed on or before the Completion Date; (i) The Cameron Property or the Improvements suffer loss by fire or other casualty for which there shall be insufficient insurance proceeds to fully pay all of Borrower's obligations under the Note or this Agreement; 0) Any final judgment, or judgments aggregating, more than $50,000 are entered against Borrower and/or any Guarantor if, within 30 days after the entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within 30 days after the expiration of any such stay, such judgment shall not have been discharged or Borrowers or any Guarantor shall not have contested the same in good faith and posted a bond or other security satisfactory to Agent in an amount sufficient to pay the judgment, together with any costs or penalties associated therewith; or (k) Borrower shall fail to cause the removal of any lien upon the Cameron Property or the Improvements within the time period provided in subsection 4.3 supra, or otherwise shall fail to comply with said subsection 4.3; (1) A transfer prohibited under subsection 4.4 shall occur, or Borrower shall attempt or purport to assign any of its rights or obligations hereunder in violation of Section 8.6 hereof, or Borrower shall change its state of organization without first obtaining Lender's written consent; (m) Borrower shall default on any of its obligations under the Construction Contracts or the Grant Contracts, subject to any applicable cure or grace periods contained therein; or (n) Borrower, any Guarantor and/or any other party liable under any of the Loan Documents shall fail to perform or comply with any term or provision of any of the Loan Documents not described in Subsections 7.1(a)-(m) above, and such failure shall remain uncured for thirty (30) days after written notice thereof from Lender to Borrower; provided that in the event such default cannot be remedied with reasonable diligence during such 30 day period, such default shall not constitute an Event of Default so long as Borrower shall use diligent efforts to cure the same for such additional period of time as may be required, not to exceed an additional 30 days. 7.2. Remedies. Upon or after the occurrence of any Event of Default, Lender may, at its option and without prior notice, demand or presentment, do any or all of the following at Borrower's risk: (a) Declare due and payable all Funds and other sums advanced by Lender and/or otherwise payable by Borrower under any of the Loan Documents, together with interest thereon; 22 (b) Decline to make any additional Advances to or for the benefit of Borrower or any other person or entity; (c) Exercise any or all remedies granted or available to Lender under any of the Loan Documents; (d) Stop construction of the Improvements; (e) Enter upon or take possession of the Cameron Property and the Improvements and all materials and supplies located thereon, and direct or employ builders, contractors, subcontractors, materialmen, suppliers, agents, managers, maintenance personnel, security guards, architects, engineers and inspectors to complete, manage or operate the Cameron Property or the Improvements or to protect same from injury; (f) Complete, repair or alter the Improvements or the Cameron Property in such fashion as Lender, in Lender's sole discretion, shall deem fit; (g) Pay out additional sums over the amounts specified in the Table of Sources and Uses and the Note, which sums shall be immediately due and payable by Borrower to Lender, shall bear interest from the date of payment by Lender at the Default Rate defined in the Note, and shall be secured by the Loan Documents, and use any property of Borrower in which Lender has or obtains an interest, including any Funds which have not been advanced against the Note (which Funds Borrower hereby assigns and quitclaims to Lender), for application to or as a reserve for payment of any or all of the following with respect to the completion, protection, management, operation or maintenance of the Cameron Property or the Improvements or the protection of Lender's interest therein, and to deliver or disburse the same to such entities in such amounts and with such preferences and priorities as Lender in its sole discretion shall determine: (i) all sums due from Borrower to Lender; (ii) premiums and costs of title and any other insurance; (iii) leasing fees and brokerage or sale commissions; (iv) fees and expenses of Lender and its counsel in connection with this Agreement and Lender's rights under the Loan Documents; (v) any taxes or other governmental charges; (vi) any sums due to the Construction Manager, the Contractors, or any other contractors or subcontractors, work or services furnished with respect to the Improvements; and (vii) other costs and expenses which are required to complete, manage or operate the Improvements or the Cameron Property, or to protect the Improvements or the 23 Cameron Property from injury or maintain Lender's security position with respect to the Collateral. (h) Increase the rate of interest on the Note and all of Borrower's other obligations to Lender to the Default Rate as defined in the Note; (i) Require Borrower to assemble in a mutually convenient place any personal property that is subject to a lien or security interest held by Lender in connection with the Loan; 0) Exercise any remedies granted to Lender under any performance or labor and material payment bond or under any guaranty or letter of credit or any other supplemental assurance; (k) Set off, in such order as Lender may determine, any or all obligations of Borrower to Lender, against any property of Borrower in Lender's possession, regardless of the capacity in which Lender possesses such property; (1) Exercise any and all rights and remedies available to a secured party under the Uniform Commercial Code, as well as any and all other rights and remedies now or hereafter available at law or in equity; and (m) Exercise any and all rights and remedies provided to Lender in any of the other Loan Documents. 7.3. Security for Default Advances. Any sums advanced or paid by Lender under the authority of any provision of this Agreement, including sums advanced pursuant to this Article 7, shall be deemed to have been paid and advanced to Borrower, and repayment thereof shall be secured by the Mortgage and other applicable Loan Documents. 7.4. Rights and Remedies Cumulative; No Waiver. All rights and remedies of Lender provided herein or in the other Loan Documents, at law, in equity or otherwise, are cumulative and concurrent, may be exercised independently, successively or together at the sole discretion of Lender, shall not be exhausted by any exercise thereof, but may be exercised as often as occasion therefor may arise, and shall not be construed to be waived or released by failure or delay by Lender to so exercise or from any previous waiver of any similar or unrelated Event of Default by Lender. Lender's exercise of any right or remedy shall not constitute a cure of any Event of Default unless all sums then due and payable to Lender under the Loan Documents are repaid and Borrower has cured all other Events of Default. ARTICLE 8 - MISCELLANEOUS 8.1. Warrant of Attorney. Borrower hereby irrevocably appoints Lender as Borrower's attorney-in-fact to do, after the occurrence and during the continuation of an event of Default, in Borrower's stead any and all acts which Lender shall determine are necessary to effect performance of this Agreement and to preserve and/or enforce Lender's rights hereunder, 24 including without limitation all filings in public records and endorsing checks or drafts payable jointly to Borrower and Lender. The foregoing appointment is coupled with an interest and is solely for the protection of Lender's rights hereunder and shall not confer any rights or benefits upon any third party. 8.2. Right to Contest. Borrower may contest in good faith any claim, demand, levy or assessment by a third party which might result in the creation of a lien upon the Collateral, provided that all such contest shall be prosecuted diligently and shall not give rise to any lien upon the Collateral or otherwise, in Lender's sole judgment, adversely impact the Collateral or Lender's rights under this Agreement. In all events, Lender shall have the right to require Borrower to deposit such funds, bond, or other security against the adverse determination of such contest as Lender, in Lender's sole discretion, shall require, and Borrower shall promptly deposit and/or procure such funds, bond or other security within ten days of Lender's demand therefore. 8.3. No Third-Party Beneficiaries. This Agreement is made for the sole protection and benefit of Borrower and Lender, and no third party person or entity shall have any claim, interest or right of action under this Agreement or with respect to the Funds. 8.4. Notices. All notices hereunder shall be in writing and shall be personally served, sent by a nationally recognized overnight courier or mailed by certified mail, return receipt requested, to the respective addresses set forth below, or to such other address as either party may designate by notice to the other. If to Lender: Commerce Bank/Harrisburg, N.A. 3801 Paxton Street P.O. Box 4999 Harrisburg, PA 17111-0999 Attn.: Adam Metz If to Borrower: Cameron Real Estate, LP 3000 Canby Street Harrisburg, PA 17103 Attention: Mr. David R. Dodd, II All notices shall be deemed given on the date of personal service, the business day following delivery by overnight mail or on the third business day after mailing, in the case of notice by certified mail. 8.5. Headings. The headings preceding the text of the sections and subsections of this Agreement or any of the Loan Documents are used solely for convenience of reference and shall not affect the meaning, construction or effect of this Agreement. 8.6. Successors and Assigns. This Agreement shall extend to and bind the parties hereto, and their respective heirs, executors, administrators, successors and assigns. If Borrower is more 25 than one person or entity, then the obligations of Borrower hereunder shall be joint and several, and each such person or entity shall be deemed to have made all representations and warranties herein set forth. The foregoing notwithstanding, Borrower shall not have the right to assign any of its rights or obligations under this Agreement or with respect to the Loan, and any such attempted or purported assignment shall be void and of no effect, and shall also constitute an immediate Event of Default hereunder. 8.7. No Waiver. The failure of Lender to insist in any one or more instances upon the performance of any of the covenants and conditions of this Agreement or to exercise any right or privilege herein conferred upon Lender shall not be construed thereafter as a waiver or relinquishment of any such covenants, conditions, rights or privileges, and the same shall continue to remain in full force and effect. 8.8. Indemnity. Borrower shall and hereby does agree to indemnify, defend and save harmless Lender, its successors, assigns and nominees from and against any and all loss or damage of whatsoever kind or nature and of, from and against any suits, claims, demands, investigations or inquiries of any kind, including without limitation court costs and attorney fees, on account of any matter or thing out of the Loan Documents or in connection with the Loan, or on account of any act or omission to act by Lender or Borrower in connection therewith; provided, however, in no event shall Borrower be required to indemnify Lender for any claims or losses arising from the gross negligence of Lender, its employees or agents. The foregoing indemnity shall survive the termination of this Agreement and repayment of the Loan. 8.9. No Joint Venture. Lender is not and shall not be deemed a partner or joint venturer with Borrower hereunder, and Lender shall not be in any way liable or responsible for the payment of any claim arising out of or in connection with the Loan, the construction of the Improvements or this Agreement by reason of the provisions hereof or otherwise. 8.10. Publicity. Lender shall have the right from time to time hereafter and until the Loan has been repaid in full, to publicize and advertise in any manner Lender's participation in the transactions contemplated hereby, including but not limited to the posting of prominent signs on or about the Cameron Property. 8.11. Entire Agreement. This Agreement and the other Loan Documents represent the entire agreement of the parties with respect to the matters contemplated herein and supersede all prior negotiations. No modification or amendment of this Agreement shall be effective unless made in writing and signed by the party to be charged with the effect thereof. Any reference to the Loan Documents themselves in any of the Loan Documents shall include all amendments, renewals or extensions approved by Lender. 8.12. Conflicts. Insofar as possible the provisions of this Agreement shall be deemed complementary to the terms of the Note and the other Loan Documents, but in the event of conflict the terms hereof shall control to the extent such are enforceable under applicable law. 26 0 8.13. Severability. If any provision of this Agreement or of the other Loan Documents is found by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision to the extent same is permissible or enforceable, nor invalidate the other provisions hereof or of the other Loan Documents, all of which shall be liberally construed in favor of Lender. 8.14. Further Assurances. From time to time Borrower will execute and deliver to Lender and/or cause to be filed in the appropriate offices of public record, at Borrower's expense, all such additional agreements, filings or instruments as Lender, in its sole discretion, may request to effectuate the purposes of this Agreement, to correct any errors or omissions, and/or to perfect, preserve and enhance Lender's security interest in the Collateral. 8.15. Governing Law. Except to the extent applicable law may require otherwise, this Agreement and the other Loan Documents shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, except to the extent preempted by federal law. 8.16. Waiver of Jury Trial. BORROWER AND LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING UNDER THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS NOW OR HEREAFTER EXECUTED, OR OTHERWISE IN CONNECTION WITH THE LOAN. 8.17. Time. Time is hereby declared to be of the essence of the payment and performance by Borrower of its obligations under this Agreement. 8.18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (SIGNATURES ON FOLLOWING PAGE) 27 [SIGNATURE PAGE FOR CONSTRUCTION LOAN AND SECURITY AGREEMENT BETWEEN COMMERCE BANK/HARRISBURG, N.A. AND CAMERON REAL ESTATE, LP) IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. COMMERCE BANK/HARRISBURG, N.A. By:---- Adam Metz, Vice President CAMERON REAL ESTATE, LP By: Cameron Management, Inc., its general partner By: Name: /tvt) 'DOPY? Title: f?,u1?,,tf WITNESS/ATTEST: WITNESS/ATTEST: 28 EXHIBIT "A" 1000 North Cameron Street, Harrisburg, Pennsylvania ALL THAT CERTAIN tract of land situate in the City of Harrisburg, Dauphin County, Pennsylvania, more particularly bounded and described as follows: BEGINNING at a concrete monument (proposed) at the intersection of the southern right-of-way line of Herr Street (60' right-of-way) and the western right-of-way line of Cameron Street (80' right-of-way); thence along the western right-of-way line of Cameron Street South 15 degrees 55 minutes East 715.46 feet to a point at the dividing line of Lots No. 1 and 2; thence by Lot No. 2 South 68 degrees 39 minutes 32 seconds West 284.25 feet to a point in Paxton Creek at the dividing line of Lot No. 4; thence through and along Paxton Creek by Lot No. 4 North 23 degrees 07 minutes 51 seconds West 656.73 feet to a point on the southern right-of-way line of Herr Street; thence by the same North 60 degrees 25 minutes 45 seconds East 384.45 feet to a concrete monument at the intersection of the southern right-of-way line of Hen: Street and the western right-of-way line of Cameron Street, said concrete monument being the point and place of BEGINNING. BEING Lot No. 1 as shown on the Preliminary/Final Subdivision Plan for Harsco Corporation prepared by Herbert, Rowland & Grubic, Inc. dated October 13, 1995, with final revisions dated December 13, 1995, recorded on March 1, 1996 in Dauphin County Plan Book F, Volume 6, Page 49. CONTAINING, according to said subdivision plan, 5.20 acres, and being located in the 7th and 8th Wards of the City of Harrisburg. TOGETHER WITH AND SUBJECT TO the Easement Agreement set forth in Dauphin County Record Book 2569, Page 383. AND TOGETHER WITH AND SUBJECT TO all easements and rights-of- way as set forth in Deed dated February 29, 1996, and recorded March 1, 1996, in Dauphin County Record Book 2569, Page 376. AND FUTHER UNDER AND SUBJECT TO, the extent the same are valid and binding: A. Easements, restrictions, subdivision plans, covenants, rights, and reservations of record, if any. PARCEL NUMBER: 07-058-002 600 North Cameron Street, Harrisburg, Pennsylvania ALL THAT CERTAIN tract of land situate in the City of Harrisburg, Dauphin County, Pennsylvania, more particularly bounded and described as follows: BEGINNING at a concrete monument (proposed) at the intersection of the western right-of-line of Cameron Street (80' right-of-way) and the northern right-of-way line of State Street (120' right-of-way); thence along the northern right-of-way line of State Street South 61 degrees 19 minutes 10 seconds West 203.72 feet to a point in Paxton Creek at the dividing line of Lot No. 4; thence through and along Paxton Creek and along Lot No. 4 North 11 degrees 14 minutes 31 seconds West 103.34 feet to a point; thence along the same North 18 degrees 56 minutes 21 seconds West 58.11 feet to a point; thence along the same North 21 degrees 20 minutes 28 seconds West 588.09 feet to a point at the dividing line of Lot No. 2; thence by Lot No. 2 North 68 degrees 39 minutes 32 seconds East 258.33 feet to a point on the western right-of-way line of Cameron Street South 15 degrees 15 minutes 55 seconds East 725.94 feet to a concrete monument (proposed) at the intersection of the western right-of-way line of Cameron Street and the northern right-of-way line of State Street, said concrete monument being the point and place of BEGINNING. BEING Lot No. 3 as shown on the Preliminary/Final Subdivision Plan for Harsco Corporation prepared by Herbert, Rowland & Grubic, Inc. dated October 13, 1995, with final revisions dated December 13, 1995, recorded on March 1, 1996 in Dauphin County Plan Book F, Volume 6, Page 49. CONTAINING, according to said subdivision plan, 3.72 acres, and being located in the 8`h Ward of the City of Harrisburg. TOGETHER WITH AND SUBJECT TO the Easement Agreement set forth in Dauphin County Record Book 2569, Page 383. AND TOGETHER WITH AND SUBJECT TO all easements and rights-of- way as set forth. in Deed dated February 29, 1996, and recorded March 1, 1996, in Dauphin County Record Book 2569, Page 376. AND FUTHER UNDER AND SUBJECT TO, the extent the same are valid and binding: . A. Easements, restrictions, subdivision plans, covenants, rights, and reservations of record, if any. PARCEL NUMBER: 08-034-006 as2675vl 11 EXHIBIT B TABLE OF SOURCES AND USES See attached. r CL i S n n i u 1 a e O Z LL LL O U) M O co O I n; LL O w C c 3 ? E v 9 0 Q tpC O Q C C C C 3 a m' r? 'S`CE :.3 4 q ? m P x 5 K LL y ? W e j c m L? L u ; .? LL i EXHIBIT C FORM OF CONTRACTOR'S CONSENT TO ASSIGNMENT 2006 Commerce Bank/Harrisburg, N.A. 3801 Paxton Street P.O. Box 4999 Harrisburg, PA 17111-0999 Attn.: Adam Metz Dear Sir; The undersigned ("Contractor") has executed an agreement dated 2006 ("Contract") between Contractor and Cameron Real Estate, LP ("Borrower") pursuant to-'which Contractor has agreed to perform the construction of certain site improvements on the real estate located at or around 1000 North Cameron Street, Harrisburg, Dauphin County, Pennsylvania (the "Project"). Contractor understands that you have undertaken (or will undertake) to advance amounts not to exceed $5,000,000 ("Loan") to Borrower to finance the costs of construction of the Project pursuant to a certain Construction Loan and Security Agreement between you and Borrower (the "Construction Loan Agreement") and the Borrower has assigned (or will assign) to you all of its right, title and interest in and to the Contract ("Assignment") in order to further secure a of the Loan and certain other obligations of Borrower to you. P yment In consideration of your undertakings pursuant to the Construction Loan Agreement, Contractor (i) consents to the Assignment and (ii) agrees that in the event of an occurrence of an Event of Default, as defined in the Construction Loan Agreement, Contractor shall, at your written request, continue performance on your behalf under the Contract in accordance with the terms -thereof, provided that Contractor is paid in accordance with the Contract. Contractor further agrees that hereafter it shall not perform work that is not in accordance with the plans, drawings and specifications described in the Contract unless. Contractor shall have received your specific approval of such change, except as hereinafter provided. Change orders shall be permitted without your approval provided that the contract price of any one such change order shall not exceed $5,000 and provided further that the aggregate amount of all change orders not approved by you shall not exceed $50,000. Contractor hereby covenants and agrees that in the event any of the proceeds of the Loan are disbursed directly to Contractor, it will receive and hold any such proceeds as a trust fund for the purpose of paying the costs of the labor, equipment and supplies used in constructing the Project and will apply the same first to payment of such costs before using any part thereof for any other purposes. Contractor fin-ther covenants and agrees that upon your request it shall furnish to you a current list of all persons or firms with whom Contractor has entered into subcontracts or other agreements relating to the performance of work or furnishing of materials in connection with the Project, together with a statement as to the status of each of such subcontracts or agreements and the respective amounts, if any, owed by Contractor thereunder. Contractor further agrees that it, for itself and for all its subcontractors and materialmen or other persons furnishing labor or materials under the Contract, shall and hereby waive any and all liens, rights and interests in respect of the Project under the mechanic's and materialmen's laws of the Commonwealth of Pennsylvania. The officer executing this instrument on behalf of Contractor hereby personally certifies that Contractor has full authority under all state or local laws and regulations to perform all of its obligations under the Contract in accordance with the terms thereof. Very truly yours, [NAME OF CONTRACTOR] By:_ Name: Title: EXHIBIT D LIST OF CONSTRUCTION CONTRACTS 1. Construction Management Agreement between Borrower and Adair Construction Services, Inc., dated January 31, 2005. 2• Agreement between Borrower and Erdman, Anthony & Associates, Inc., dated an a OQ . EXHIBIT E LIST OF PLANS 1. Preliminary and Final Subdivision & Land Development Plan for Capital View Commerce Center, dated April 22, 2005, prepared by Erdman, Anthony and Associates, Inc, and recorded on September 12, 2005 in the Office of the Recorder of Deeds for Dauphin County, Pennsylvania at Plan Book P, volume 9, page 99-95-96. 2. All designs and specifications for the Improvements prepared for Cameron Real Estate, LP by McKissick Accociates, PC, as subcontractor to Erdman, Anthony and Associates, Inc. EXHIBIT F LOAN ADVANCE/BORROWER'S CERTIFICATE TO: COMMERCE BANK/HARRISBURG, N.A. FROM: CAMERON REAL ESTATE, LP Date: , 200 Pursuant to the Construction Loan and Security Agreement between us dated as of July 17, 2006 ("Loan Agreement") and in connection with our request to you for an Advance, Borrower hereby represents and warrants to you that: (i) the proceeds of the Advance will be fully and solely applied to the costs of the Improvements, and the Advance, plus prior Advances and the amounts applied by Borrower to the Improvements from sources other than the Advances do not exceed the gross maximum price.of the Construction Contracts; (ii) the construction of the Improvements to the date of the request has been performed in a good and workmanlike manner, in conformity with good construction and engineering practices and in compliance with the Construction Agreement and Plans (as defined in the Loan Agreement); (iii) the undisbursed balances of the Construction Loan and the funds available to Borrower pursuant to the Grant Contracts are sufficient to fund the cost of completing the Improvements, pursuant to the Construction Contracts and the Plans; (iv) the Improvements have not been materially injured or damaged by fire or casualty; (v) the payments to be made from the proceeds of the requested Advance are not in excess of either (A) the budgeted amounts set forth in the Table of Sources and Uses or (B) the payments required under the terms of the Construction Contracts or the respective subcontracts, as either may have been amended by any approved change orders; (vi) Borrower has no knowledge of any Event of Default under the Loan Agreement, any event which with the passage of time or giving of notice or both would constitute such an Event of Default or any liens, statutory or otherwise, held by mechanics, workmen, contractors or suppliers with respect to the Project; (vii) the representations and warranties set forth in the Loan Agreement remain true and correct as of the date hereof; and (viii) no contracts or documents assigned to you as collateral for the Note have been modified in any way except for such modifications as have been approved by you in writing. Capitalized terms used, but not defined herein, shall have the same meaning as in the Loan Agreement. CAMERON REAL ESTATE, LP By: Cameron Management, Inc., its general partner By: David R. Dodd, II, President EXHIBIT G FORM OF CONSTRUCTION MANAGER'S CERTIFICATE The undersigned hereby certifies, based on an evaluation of Borrower's loan advance requisition dated , 200, and supporting evidence and upon an inspection of the Improvements, that (a) vouchered payments are for work and materials actually performed and delivered, and (b) the work done on the Improvements to the date of the foregoing requisition has been performed in a good and workmanlike manner, in conformity with good construction and engineering practices and in compliance with the Construction Contracts and Plans delivered to and approved by you, and the materials delivered to the site of the Improvements are in compliance with such Plans. ADAIR CONSTRUCTION SERVICES, INC. By:_ Name: Title: Date 451188v2 PROMISSORY NOTE $5,000,000 July 17, 2006 Harrisburg, Pennsylvania For value received and intending to be legally bound, CAMERON REAL ESTATE, LP, a Pennsylvania limited partnership, ("Maker") promises to pay to the order of COMMERCE BANK/HARRISBURG, N.A., a national banking association ("Payee"), at 3801 Paxton Street, P.O. Box 4999, Harrisburg, PA 17111-0999 or such other place as Payee may designate in writing, the principal sum of Five Million Dollars ($5,000,000) lawful money of the United States of America or so much thereof as may be advanced to Maker pursuant to the terms of an unrecorded Construction Loan and Security Agreement ("Loan Agreement") of even date herewith together with interest on the outstanding principal balance hereof as set forth below. Initially capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Loan Agreement. The Payee has approved a mortgage loan (the "Loan") of up to $5,000,000 to the Maker. The proceeds of the Loan will be utilized by the Maker to fund the cost of improvements to be constructed on a certain tract of land situate in the City of Harrisburg, Dauphin County, Pennsylvania, known and numbered as 600 and 1000 North Cameron Street ("Mortgaged Property"), as more fully described in the Loan Agreement and known as the "Project". The Loan is evidenced by this Note, which is executed pursuant to the terms of a commitment letter of the Payee to the Maker dated July 13, 2006, the terms and conditions of which are incorporated herein by reference. The consideration for this Note is the present and future advancement of funds to the Maker by the Payee pursuant to the terms of the Loan Agreement, and secured by, inter alia, a certain Open-End Mortgage and Security Agreement ("Mortgage") of even date herewith given by the Maker to the Payee, granting and conveying inter alia all of the Maker's right, title and interest in the Project. The obligation represented by this Note shall have the full force, effect and benefit of an obligation to secure present and future advances to be made by Payee to Maker pursuant to the terms of the Loan Agreement which is incorporated herein by reference thereto. The Note shall be payable as follows: (a) During the Revolving Credit Period. Interest only at the Applicable Rate of Interest set forth below on sums actually advanced to or for the account of Borrower in connection with the Project, this Note, the Mortgage or the Loan Agreement shall be made by Maker to Payee monthly, commencing on the first day of August, 2006 and on the first day of each month thereafter until the date on which the Revolving Credit Period (as defined in the Loan Agreement) terminates (the "Conversion Date"). (b) Following the Revolving Credit Period. (i) On the Conversion Date, either (A) the entire amount then outstanding hereunder, if Maker has not made a Line of Credit Election in accordance with the Loan Agreement, or (B) the difference between the Maximum Credit Amount and the Remaining Credit, if Maker has made a Line of Credit Election in accordance with the Loan Agreement (either, the "Term Loan Balance"), shall be converted into a permanent mortgage loan, bearing interest at the Applicable Rate of Interest, and shall be due and payable in 239 consecutive monthly installments of principal and interest (each a "Scheduled Monthly Installment"), which payments shall be applied first to interest accrued on the outstanding Term Loan Balance at the Applicable Rate of Interest and then to the reduction of the Term Loan Balance. The amount of the Scheduled Monthly Installment shall be increased or decreased from time to time by the Payee in such amounts as are necessary (C) to reflect changes in the Applicable Rate of Interest and (D) to amortize the Term Loan Balance over a period of 25 years from the Conversion Date. The first Scheduled Monthly Installment shall be due and payable on the first day of the month following the Conversion Date. Such Scheduled Monthly Installments shall continue to be due and payable on the same day of each month thereafter until the first day of the 240th month following the Conversion Date (the "Maturity Date"). On the Maturity Date, a final installment shall be due and payable which shall include all unpaid amounts of the Term Loan Balance and interest accrued and unpaid thereon and any and all other payments or amounts due under this Note and the Loan Agreement, or any other Loan Document as defined herein. (ii) If Maker has made a Line of Credit Election in accordance with the Loan Agreement, then in addition to the payments required pursuant to the immediately preceding paragraph, Maker shall make the following payments ("Line of Credit Payments"): (A) during the first eighteen months following the Conversion Date, interest only at the Applicable Rate of Interest on the amount of Debt Service Advances; and (B) upon expiration of the eighteen-month interest only period, 221 consecutive monthly installments of principal and interest, which payments shall be applied first to interest accrued on the outstanding principal balance of the Debt Service Advances (the "Line of Credit Balance") at the Applicable Rate of Interest and then to the reduction of the Line of Credit Balance. The amount of the Line of Credit Payments shall be increased or decreased from time to time by the Payee in such amounts as are necessary (1) to reflect changes in the Applicable Rate of Interest and (2) to amortize the Line of Credit Balance over a period of 24 years from the first anniversary of the Conversion Date. Line of Credit Payments shall be due and payable on the same days that Scheduled Monthly Installments are due and shall continue to be due and payable on the same day of each month thereafter until the Maturity Date. On the Maturity Date, a final installment shall be due and payable which shall include all unpaid amounts of the Line of Credit Balance and interest accrued and unpaid thereon and any and all other payments or amounts due under this Note and the Loan Agreement, or any other Loan Document as defined herein. 2 The Applicable Rate of Interest shall be (a) a fixed rate of interest for the first five (5) years following the Closing equal to 8.06% and, thereafter, (b) a variable rate of interest equal, at Borrower's option, to (i) the Prime Rate plus 0.50% or (ii) the United States Treasury five year rate plus three hundred (300) basis points determined on that date which is five (5) days prior to the expiration of the initial five (5) year period. If Borrower elects option (ii) in the immediately preceding sentence, the rate determined as a result of such election shall remain in effect for a period of five (5) years, after which time Borrower may again elect either option (i) or (ii) in the immediately preceding sentence and, so long as Borrower continues to elect option (ii), the rate shall be reset at the end of each succeeding five (5) year period until such time as Borrower elects option (i) in which case the interest rate shall adjust automatically with each change in the Prime Rate without notice to Borrower. "Prime Rate" shall mean the Base Rate on corporate loans at large U.S. Money Center Commercial Banks as published in the Money Rates column of the Wall Street Journal, Eastern Edition, or its successor publication as the "Prime Rate." If the Base Rate is designated as more than one rate or published as a range of rates, Prime Rate for purposes of the Loan shall mean the highest of the rates published. If the Wall Street Journal or its successor publication ceases to publish a rate or rates of interest as the Base Rate, the tern "Prime Rate" shall mean the rate which the Lender establishes as its "Prime Rate" whether or not published. If the Lender has more than one Prime Rate in effect simultaneously, "Prime Rate" shall mean the highest of such prime rates then simultaneously in effect. The utilization of "Prime Rate" herein is solely for the purpose of defining the rate of interest applicable to the Loan. Its utilization shall in no way preclude or limit the Lender from lending to certain borrowers, from time to time, at a rate of interest less than the "Prime Rate" as defined hereunder. To the extent permitted by Pennsylvania law, interest shall be calculated by the method known as the "Banker's Rule" using the actual days the principal balance is outstanding hereunder divided by 360 days and multiplied by the interest rate described herein; provided, however, that to the extent such calculation is not permitted by Pennsylvania law, interest hereunder shall be calculated on the basis of a 365 or 366 day year, as the case may be. If any installment of principal and/or interest under this Note or any other sum due under any other Loan Document (as hereinafter defined) is not paid on its due date or if the Maker fails to pay the entire principal balance, together with interest accrued thereon, and all other sums due under this Note or any other Loan Document on the Maturity Date as defined herein, interest shall be due on such overdue amount (including overdue interest) from its due date to the date on which it is paid at the rate of five percent (5%) per annum above the Applicable Rate but not more than the highest rate permitted by law (the "Default Rate"). Such interest at the Default Rate shall (in addition to all other interest) be due on each payment date and on the date on which the overdue amount is paid. Interest at the Default Rate shall be due on all interest from the date on which it is due until the date on which it is paid and any interest which is not paid at maturity (whether stated or accelerated) shall be added to the principal balance of this Note on the Maturity Date. 3 Maker shall have the option of prepaying the principal balance of the Loan, in whole or in part, at any time; provided, however, Borrower shall pay to Lender a prepayment premium equal to the product of 5% of the amount prepaid during the first year following Closing' 4% in the second year following Closing, 3% in the third year following Closing, 2% in the fourth year following Closing and 1 % in the fifth year following Closing. Following the fifth anniversary of the Closing, Borrower shall have no liability for a prepayment premium. Each partial prepayment shall be applied against the installment of principal (by date) last due and payable; and no prepayment shall postpone or interrupt payment of future installments of principal and interest which shall continue to be due and payable until payment herein in full. In the event any of the aforesaid payments of interest and/or principal remain unpaid ten (10) days after such payments are due, Maker shall pay a delinquency charge of five percent (5%) of the amount so overdue to cover the extra expense involved in handling delinquent payments. Provisions for such delinquency charge shall not be construed to permit Maker to make any payment after its due date, obligate Payee to accept any overdue installment, or affect Payee's rights and remedies upon default. Maker shall not be obligated to pay and Payee shall not collect interest at a rate in excess of the maximum permitted by law or the maximum that will not subject Payee to any civil or criminal penalties. If, because of the acceleration of maturity, the payment of interest in advance or any other reason, Maker is required, under the provisions of any Loan Document, to pay interest at a rate in excess of such maximum rate, the rate of interest under such provisions shall immediately and automatically be reduced to such maximum rate, and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of this Note as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, the amount of such excess shall be refunded by Payee to Maker. This Note is secured by and entitled to all of the benefits of the Mortgage, the Lease Assignment, the Collateral Assignment, the Consents, the Life Insurance Assignment, the Financing Statements and all additional security set forth in the Commitment Letter and the Loan Agreement (the Mortgage, the Lease Assignment, the Collateral Assignment, the Consents, the Life Insurance Assignment, the Financing Statements, the Commitment Letter and the Loan Agreement are hereinafter collectively referred to as the "Loan Documents"). Reference is made to the Loan Documents for a description of the properties and collateral mortgaged, secured and pledged as security for this Note, the nature and extent thereof, the rights of the holder of this Note and the Maker in respect of such security and otherwise, and the terms upon which this Note is issued. All of the terms, covenants, agreements, conditions, warranties and provisions contained in the Loan Documents are hereby incorporated into this Note with the same force and effect as if they were fully set forth herein. Maker covenants and agrees to comply with and perform all such provisions, or cause them to be complied with and performed, strictly in accordance with their terms. 4 r For purposes of this Note "Collateral Security" means any and all goods, chattels, inventory, equipment, securities, deposits, accounts receivable, notes, documents, instruments, money, safe deposit box contents, and other property of Maker of whatever kind or nature which may now or hereafter be deposited with or in the possession or control of Payee. Maker hereby pledges the Collateral Security as security for the payment of this Note and agrees that, in the event of a default under this Note, Payee may set off any of the Collateral Security against any amount due hereunder or apply any other Collateral Security or other proceeds of the Collateral Security to any amount due under this Note or under any other Loan Document. Upon the occurrence of an Event of Default (as defined hereinafter), Payee may collect any late charges, interest on overdue amounts at the Default Rate, and any other amounts authorized in the Loan Documents, and may set off the Collateral Security against or apply it to any sum due under this Note or any other Loan Document. Each of the following events shall constitute an "Event of Default" under this Note, subject to any applicable notice and grace period as set forth herein or therein: (a) Maker fails to make any payment of principal or interest or any other sum required to be made under this Note, the Mortgage, the Loan Agreement, or any other Loan Document, and such payment is not made within ten (10) days after its due date; (b) there occurs an Event of Default as defined in the Mortgage, the Loan Agreement or any other Loan Document (as hereinbefore defined) executed by Maker; (c) if Maker becomes insolvent or makes an assignment for the benefit of creditors; or (d) if (i) a Court shall enter a decree or order for relief in respect of Maker in an involuntary case under the Federal Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any of the property of any Maker, ordering the winding up or liquidation of his/her/its/their affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) days; or (ii) Maker shall commence an action in bankruptcy, insolvency, or under any other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Maker or for any part of his/her/its/their property; (e) failure by the Maker to observe or perform any covenant, agreement, condition or term of this Note, the Mortgage, or any Loan Document executed by Maker and delivered to Payee in connection with this Note which remains uncured ten (10) days after written notice thereof by Payee provided that if such failure cannot be reasonably cured within such ten (10) day period as aforesaid and if Maker has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein may be extended up to a date set by Payee (or breach by Maker of any other obligation to the Payee subject to any applicable notice and/or grace period); or (f) any representation or warranty in any financial or other statements, schedule, certificate or other document of Maker delivered to Payee by or on behalf of Maker shall prove to be false, misleading, or incomplete in any material respect; (g) a material adverse change occurs in the financial condition of Maker, (h) Maker assigns or otherwise transfers or attempts to assign or transfer any interest in the Mortgaged Property (except as provided in the Mortgage); or (i) Maker defaults under the terms of any other indebtedness to Payee or any other lender. 5 At any time after occurrence of an Event of Default, Payee may, at Payee's option and without notice or demand, do any one or more of the following: (a) without declaring the unpaid principal balance to be due, collect all installments of principal and/or interest (at the then applicable rate provided above to the date on which a default occurs and, thereafter, at the Default Rate) and all other sums due under this Note or any other Loan Document from time to time, by any action provided in this Note or any other Loan Document or provided at law or in equity; (b) declare the entire unpaid principal balance of this Note, together with interest accrued thereon (at the applicable rate provided above to the date on which a default occurs and, thereafter, at the Default Rate) and all other sums due from Maker under this Note or any other Loan Document to be due and payable immediately; and/or (c) exercise any other right or remedy as may be provided in this Note or any other Loan Document or provided at law or in equity. Payment of all or any part of the Indebtedness (as defined below) may be recovered at any time by any one or more of the foregoing remedies. Whether or not the entire unpaid principal balance is declared to be due, the interest rate on the unpaid principal balance shall be the Default Rate from the date on which a default occurs until the date on which all defaults are cured or the entire unpaid principal balance and all other sums due under this Note or any other Loan Document (collectively, the "Indebtedness") are actually received by Payee. Upon the entry of any judgment after default, interest shall continue to accrue at the Default Rate on the judgment amount from the date of judgment until actual receipt of the entire Indebtedness by Payee, including any period after a Sheriff's Sale of the Mortgaged Property. In any action under this Note or any other Loan Document, Payee may recover all costs of suit and other expenses in connection with the action, including the cost of any title search and reasonable attorneys' fees, paid or incurred by Payee. The rights and remedies provided to Payee in this Note and the other Loan Documents, including all warrants of attorney, (a) are not exclusive and are in addition to any other rights and remedies Payee may have at law or in equity, (b) shall be cumulative and concurrent, (c) may be pursued singly, successively or together against Maker, any of the Mortgaged Property, any of the Collateral Security and/or any other security at the sole discretion of Payee, and (d) may be exercised as often as occasion therefor shall arise. The failure to exercise or delay in exercising any such right or remedy shall not be construed as a waiver or release thereof. Maker hereby waives and releases Payee and its attorneys from all errors, defects and imperfections (of a procedural nature) in any proceeding instituted or maintained by Payee under this Note or any other Loan Document. Maker hereby, to the extent not prohibited by law, waives all benefit of any and all present and future statutes of limitations and moratorium laws and any and all present and future laws which (a) exempt all or any part of the Mortgaged 6 Property, the Collateral Security or any other real or personal property or any part of the proceeds of any sale of any such property from attachment, levy, foreclosure or sale under execution, (b) provide for any stay of execution, marshaling of assets, exemption from civil process, redemption, extension of time for payment, or valuation or appraisement of all or any part of the Mortgaged Property, the Collateral Security or any other real or personal property, or (c) conflict with any provision of this Note or any other Loan Document. Maker agrees that the Mortgaged Property, the Collateral Security and any other real or personal property may be sold to satisfy any judgment entered under this Note or any other Loan Document in whole or in part and in any order as may be desired by Payee. Except as may be otherwise provided herein or in any other Loan Document, Maker and all endorsers, sureties and guarantors, jointly and severally: (a) waive presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices (not expressly provided for in this Note or in any other Loan Document) in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note; (b) agree that the liability of each of them shall be unconditional without regard to the liability of any other party and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee at any time; (c) consent to any and all indulgences, extensions of time, renewals, waivers or modifications granted or consented to by Payee at any time; (d) consent to the release of all or any part of or interest in the Mortgaged Property or the Collateral Security or any other collateral described in any Loan Document, with or without substitution; and (e) agree that additional makers, endorsers, guarantors or sureties may become parties to this Note or any other Loan Document without notice to them or affecting their liability under this Note or any other Loan Document. Payee shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Payee. Such a written waiver signed by Payee shall waive Payee's rights and remedies only to the extent specifically stated in such written waiver. A waiver as to one or more particular Events of Default shall not be construed as continuing or as a bar to or waiver of any right or remedy as to another or subsequent Event of Default. Maker shall pay the cost of any revenue, tax or other stamps now or hereafter required by law to be affixed to this Note. Maker shall pay any and all taxes imposed upon Payee by reason of this Note or the ownership or possession of this Note, including personal property taxes, but excluding any franchise or capital stock taxes, bank shares taxes, or income taxes imposed by reason of interest received by Payee under this Note, and shall reimburse Payee for the amount any such taxes paid by Payee. If Maker fails or refuses to make such payment or reimbursement, Payee may, at its option, declare the Indebtedness to be immediately due and payable, whereupon Maker shall immediately pay such principal and other sums to Payee. If Maker shall, without in each instance the prior written consent of Payee, sell, transfer, convey, mortgage, encumber, lease or otherwise alienate all of any part of the Mortgaged Property or any interest therein (except for leases permitted by the Mortgage or sale of lots in 7 the ordinary course of Maker's business if payment of the appropriate release price as provided in the Mortgage is made to Payee), whether voluntarily or by operation of law, then Payee may, at its sole option, declare the Indebtedness to be immediately due and payable, whereupon all such principal and other sums shall be immediately due and payable. Payee shall not be construed for any purpose to be a partner, joint venturer or associate of Maker or of any lessee, operator, concessionaire or licensee of Maker or of any of the Mortgaged Property by reason of this Note or any of the Loan Documents or of any action by Payee pursuant to any provision of this Note or any other Loan Document. Time is of the essence of each and every provision of this Note. The words "Payee" and "Maker" shall include the respective heirs, distributees, personal representatives, successors and assigns of Payee and Maker, respectively. The provisions of this Note shall bind and inure to the benefit of Payee and Maker and their respective heirs, distributees, personal representatives, successors and assigns provided that the provisions of this paragraph are subject to all the other provisions of this Note and the other Loan Documents, including the above due-on-sale clause. If there is more than one Maker, the liability of each shall be joint and several. As to all pronouns and other terms in this Note, the singular shall include the plural and vice versa and any gender shall include the other two genders, as the context may require. The phrase "any of the Mortgaged Property" shall mean "all or any part of any of the Mortgaged Property or any interest therein." The phrase "any of the Collateral Security" shall mean "all or any part of the Collateral Security or any interest therein." This Note may be modified, amended, discharged or waived only by an agreement in writing signed by Maker and Payee. This Note shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. All notices, requests, demands and other communications given pursuant to any provision of this Note shall be given in writing by U.S. certified or registered mail with return receipt requested and postage prepaid, or by any 24-hour courier service with proof of delivery, addressed to the party for which it is intended at the address of that party first stated above or such other address of which that party shall have given notice in the manner provided herein. Any such mail notice shall be deemed to have been given when the notice is deposited in the mail. Any such courier notice shall be deemed to have been given on the following business day. UPON AN EVENT OF DEFAULT, MAKER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE 4 Is COMMONWEALTH OF PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT BY CONFESSION, TO APPEAR FOR ANY OR ALL MAKER IN SUCH COURT IN AN APPROPRIATE ACTION THERE BROUGHT OR TO BE BROUGHT AGAINST MAKER AT THE SUIT OF PAYEE ON THIS NOTE, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST MAKER FOR ALL SUMS DUE BY MAKER TO PAYEE UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS (WITH OR WITHOUT ACCELERATION OF MATURITY), INCLUDING ALL COSTS AND REASONABLE ATTORNEYS' FEES. FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE AUTHORITY TO CONFESS JUDGMENT GRANTED HEREIN SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF BUT MAY BE EXERCISED FROM TIME TO TIlVIE AND AT ANY TIlvIE AS OF ANY TERM AND FOR ANY AMOUNT AUTHORIZED HEREIN. MAKER EXPRESSLY AUTHORIZES THE ENTRY OF REPEATED JUDGMENTS UNDER THIS PARAGRAPH NOTWITHSTANDING ANY PRIOR ENTRY OF JUDGMENT IN THE SAME OR ANY OTHER COURT FOR THE SAME OBLIGATION OR ANY PART THEREOF. MAKER AND PAYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY WHICH MAKER AND PAYEE MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE, THE OTHER LOAN DOCUMENTS OR ANY TRANSACTIONS- RELATED HERETO OR THERETO. MAKER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE PAYEE HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE PAYEE WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. MAKER ACKNOWLEDGES THAT THE PAYEE HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THIS JURY TRIAL WAIVER. MAKER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT UNDERSTANDS THE PROVISIONS FOR CONFESSION OF JUDGMENT AND THE WAIVER OF JURY TRIAL. MAKER WAIVES ANY RIGHT TO NOTICE OR A HEARING WHICH IT MIGHT OTHERWISE HAVE BEFORE ENTRY OF JUDGMENT BY CONFESSION. [SIGNATURES ON FOLLOWING PAGE] 9 [SIGNATURE PAGE FOR PROMISSORY NOTE BETWEEN CAMERON REAL ESTATE, LP AND COMMERCE BANK/HARRISBURG, N.A.] IN WITNESS WHEREOF, Maker has executed this Note under seal as of the date first set forth above. CAMERON REAL ESTATE, LP WITNESS/ATTEST: By: Cameron Management, Inc., its general partner By: / r/ DOujjd jQ. & Sj, Name: David R. Dodd, II ?- Title: President 10 45199Ov2 t 1 EXPLANATION OF Rion 1 Maker, REAL ESTATE, LP (the "Borrower"}, N A ? its 2006, CAMERON isburg, 1 On July 17, payable to the order of Commerce Bank/Harr together with Note (the "Note's Promissory rinci al amount une oL$5,000,00 nt as defined ue executed a s ("Commerce) in the original p p successors and assign es as set forth therein or in any to induce Commerce to close the loan to Borrower for which the ote w interest thereon and all other charg the Note, which contains a therein. Borrower desires ecifically understands that by signing given. Borrower dclearly e t c ause: confession of j ent against Borrower (a) Borrower authorizes coerce t oll-V aelien upon any real estate which and in Commerce's favor which will give Commerce the Borrower may own; riot notice or opportunity to be heard prior Borrower gives up the right to any ro) of such Judgment on the records of the court; to the entry Judgment after default as r the (c) Borrower agrees that Comm umeca execut d by Bon wer simultaneously defined in the Note or in any other Loan herewith; real, personal and mixed,, to or property, (d) Borrower su the 3ud bjects Borrower s pmrom, Prior to proof of non-p y execution and sheriffs sale, pursuant to other default on Borrower's Part; the Judgment, should Commerce (e) Borrower will be unable to challenge en or to strike the Judgment, and enter it except by proceeding to seek relief from or to op din will result in reasonable attorneys' fees and costs which the Borrower such a procee g will have to pay; that the writ of garnishment or writ of attachment by? ( Borrower agrees o writ f a review and approval it of execution may be issued without the necessity official vested with requisite discretion; and Prompt hearing after or unity for a (g) Borrower gives up the right or opP at which hearing Commerce seizure of or execution or levy on the Borrower's property he probable validity of its claim and that Borrower voluntarily, must demonstrate at least' 1 gave up Borrower's constitutional right to notice and hearing intelligently of the judgment. ,onession of prior to entry r ]mows and understands that it is this in enumerated in subparagraPhs 2 Borrowe is and bene AND erce the judgment clause in the Note which give Comm rights ( 1 above. IF BORROWER DOES NOTMENN THIS INSTR? T CLAUSE BORROWER a) through (h) of Paragraph CONFESSION OF ]UD to have CH CONTAINS THE FOLLOWING: (a) the right THE NOTE '11111 CH T BORROWER WOULD HAVE THE the right to have the burden of UNDERSTANDS THE' rior to entry of the Judgment; (b) attaclent, o?ity to be heard p property can be exposed to levy, notice and an opP ower, erase of attorneys' fees and costs proving default rest upon commerce right foavoid the additionl exp the garnishment or execution, (c) incident to seeking relief from or opening and striking off a judgment; (d) the right to require Commerce to present a sworn document setting forth in non-conclusory terms the basis of its claim before Commerce obtains a writ of garnishment or a writ of attachment or a writ of execution; (e) the right to condition the issuance of a writ of garnishment or a writ of attachment or a writ of execution on notice and review and approval by an official vested with requisite jurisdiction; (f) the opportunity for or right to a prompt hearing after seizure of or levy or execution on Borrower's property, at which hearing Commerce must demonstrate the probable validity of its claim and that Borrower voluntarily, intelligently and knowingly gave up Borrower's constitutional right to notice and hearing prior to entry of Judgment. 3. Fully, completely and knowingly understanding these rights which Borrower has prior to signing the Note and this instrument and clearly aware that these rights will be given up, waived, relinquished and abandoned if Borrower signs the Note and this instrument, Borrower nevertheless freely and voluntarily chooses to sign the Note and this instrument, Borrower's intentions being to give up, waive, relinquish and abandon its known rights (as described in paragraph 2 above), and subject itself to the circumstances described in paragraph 1 above. 4. Borrower acknowledges that (a) the Note and this instrument have been executed in a commercial transaction for business purposes; (b) at all times material hereto Borrower was represented by counsel in connection with the execution of the Note and every other Loan Document, and in particular the Note and this instrument; and (c) Borrower reviewed the Note and this instrument with Borrower's attorney before signing them. 5. Whenever the context of this instrument requires, all terms used in the singular will be construed in the plural and vice versa, and each gender will include each other gender. Dated this 17'b day of July, 2006. BORROWER HAS READ THIS ENTIRE FORM. BORROWER FULLY UNDERSTANDS ITS CONTENTS AND INTENDS TO BE LEGALLY BOUND HEREBY. CAMERON REAL ESTATE, LP WITNESS/ATTEST: By: Cameron Management, Inc., its general partner By: 1 /yff / ` l? • /h?•?-? Name: David R. Dodd, Il Title: President 451991v1 GUARANTY AND SURETY AGREEMENT THIS GUARANTY AND SURETY AGREEMENT (the "Guaranty") is executed and delivered on this 17'' day of July, 2006, by DAVID R. DODD II, an adult individual with an address of 1048 West Foxcroft Drive, Camp Hill, Pennsylvania 17011 ("Guarantor"), in favor of COMMERCE BANK/HARRISBURG, N.A., a national banking association, with offices at 3801 Paxton Street P.O. Box 4999 Harrisburg, PA 17111-0999 ("Bank"), to secure certain obligations of CAMERON REAL ESTATE, LP, a Pennsylvania limited partnership having an address of 3000 Canby Street, Harrisburg, Pennsylvania 17103 (the "Borrower"). BACKGROUND A. Bank has agreed to extend credit to Borrower up to the amount of $5,000,000 ("Loan"), in accordance with the terms and conditions of a Construction Loan and Security Agreement of even date herewith ("Loan Agreement"). The Loan is evidenced by the Borrower's Promissory Note executed and delivered to the Bank on July 17, 2006 (the "Note"). The Note and the Loan Agreement are sometimes referred to herein collectively as the "Loan Documents" or individually as a "Loan Document." All principal payable under the Note, together with all interest thereon and all other sums payable thereunder or secured by the Loan Documents, are hereinafter collectively referred to as the "Aggregate Debt." B. In order to induce the Bank to make the Loan, from which the Guarantor will derive substantial economic benefit, the Guarantor has agreed to execute and deliver this Guaranty to the Bank. AGREEMENTS NOW, THEREFORE, in consideration of the premises recited above, and intending to be legally bound hereby, Guarantor and, if there is more than one, each Guarantor, jointly and severally, hereby agrees as follows: 1. Obli ations. The following guarantees and obligations (together, the "Obligations") are undertaken by Guarantor: I.1. Guarantor hereby guarantees and becomes surety to Bank for (a) the full and prompt payment of the Aggregate Debt and (b) the full and timely performance of all of Borrower's obligations under the Note and any other Loan Document. The obligations of Guarantor constitute a guarantee of payment and not merely of collection, are absolute except as herein provided and unconditional under all circumstances and shall not in any event be discharged, impaired, or otherwise affected except by payment to Bank. Guarantor agrees that any payment required hereunder will be made to Bank regardless of whether such sums have become due by reason of the maturity of the Note or acceleration of the Aggregate Debt. The proceeds of any amounts paid pursuant to this Guaranty will be applied first to the payment of accrued interest, if any, on the Note, then to any other sums payable in connection with the Note or secured by the Loan Documents, and the balance of the proceeds will be applied to reduce the then outstanding principal amount of the Note, whether then matured or not, in the inverse order of its maturity. 1.2. If Borrower defaults with respect to any matter herein guaranteed, then, within ten (10) days after written notice from Bank, Guarantor will immediately assume all responsibility for the completion of all obligations of Borrower under the terms of the Note or any other Loan Document, or take such other action as Bank may request to remedy such default, or both. 1.3. Subject to the Bank's notice obligations set forth in Section 1.2 herein, Bank shall have the right to require Guarantor to pay, comply with and satisfy his obligations and liabilities under this Guaranty and shall have the right to proceed immediately against Guarantor with respect thereto, without being required to bring any proceeding or take any action of any kind against Borrower or any other Guarantor or any other person, entity or property prior thereto, the liability of Guarantor hereunder being joint and several and, in any event, independent of and separate from the liability of Borrower, any other guarantors and persons and the availability of other collateral security for the Note and the Loan Documents. 2. Cancellation. This Guaranty and all obligations and liabilities of Guarantor hereunder will be canceled when the Aggregate Debt has been paid in full; provided, however, that this Guaranty shall remain in full force and effect for so long as such payment may be voided in bankruptcy proceedings as a preference or for any other reason. 3. Costs and Fees. Guarantor hereby agrees that if he does not satisfy his obligations under this Guaranty in accordance with the terms hereof, the same shall be considered an event of default hereunder as to Guarantor and Bank shall have the right, in addition to the other rights described in this Guaranty, to collect from Guarantor, in addition to the Limit, all reasonable costs, fees and expenses (including reasonable attorneys' fees) incurred by Bank in connection with the enforcement of this Guaranty against such Guarantor. 4. Bankruptcy of Borrower or other Guarantors. The obligations of Guarantor under this Guaranty shall not be discharged, impaired or otherwise affected by the insolvency, bankruptcy, liquidation, readjustment, composition, dissolution or other similar proceeding involving or affecting Borrower or any other Guarantor, proceedings affecting the ownership of any of the above through merger, consolidation or otherwise, inconsistent orders in or claims by parties to any such proceedings or any other release of obligations by operation of law. Agreements and Waivers. Guarantor hereby: 5.1. Agrees that his obligations hereunder shall not be released or otherwise affected by (and hereby waives notice of) any agreement, amendment, release, suspension, compromise, forbearance, indulgence, waiver, extension, renewal, supplement or modification of any of the Loan Documents, or any other obligations of Borrower to Bank. 2 5.2. Consents that Bank may, without affecting the liability of Guarantor under this Guaranty, (i) exchange, release or surrender any property pledged by or on behalf of Borrower or any other surety or guarantor of any liabilities of Borrower to Bank, (ii) renew or change, with the consent of Borrower, the terms of any of Borrower's liabilities to Bank, or (iii) waive any of Bank's rights or remedies against Borrower or any other surety or guarantor of any obligations of Borrower. 5.3 Agrees that his liability under this Guaranty shall not be reduced or affected either by any payment made by or on behalf of any other Guarantor under this Guaranty or by failure of any such party to make payment, provided however, that any such payments shall reduce the Aggregate Debt Guarantor is liable for. 5.4. Agrees that his liability under this Guaranty shall be in addition to that stated in any other guaranty of parties other than the undersigned or any other guaranty that has been or may be hereafter given by any of the undersigned. 5.5. Agrees that any failure or delay by Bank to exercise any right under this Guaranty or under any other guaranty or with respect to any of the Loan Documents or otherwise with respect to the Aggregate Debt shall not be construed as a waiver of the right to exercise the same or any other right hereunder at any time and from time to time thereafter. 5.6. Consents that his obligations under this Guaranty shall not be affected by any of Borrower's liabilities to Bank in excess of the amounts guaranteed hereunder, to the extent such liabilities result from any extension or modification of the Note or any other Loan Document; but that any payment received by Bank from Borrower may first be credited against any such excess liability. 5.7. Agrees that Bank shall have, as security for the undertakings under this Guaranty, a lien upon, a security interest in and right of set-off against all property of the undersigned now or at any time in Bank's possession in any capacity whatsoever, exercisable only upon the occurrence of default under the Note, this Guaranty or any other Loan Document. 5.8. Agrees that Bank shall not, under any circumstances, be required to exhaust remedies or proceed against Borrower, other guarantors, sureties, parties, or any other security for the Aggregate Debt before proceeding under this Guaranty against any of the undersigned. 5.9. Agrees that under no circumstances shall he become subrogated to the claims or liens of Bank against Borrower or any other Guarantor and that all amounts due to Bank shall have priority over any amounts, whether or not related to the Loan Documents, payable now or hereafter from Borrower to Guarantor. 5.10. Agrees that the obligations undertaken in this Guaranty shall not be affected by any provision in the Loan Documents limiting Bank's rights in any way. 3 5.11. Agrees that to the extent he controls Borrower or any other guarantor, he will neither take nor cause to be taken any action, or permit any inaction, which will violate or cause a default under any of the Loan Documents. 5.12. Agrees that all communications, notices, requests, and demands required or permitted to be given hereunder by Bank or Guarantor to the other shall be in writing, whether or not a writing is expressly required hereby, and shall be given by: (i) personal service, (ii) first class U.S. mail, postage prepaid or (iii) overnight delivery service, charges prepaid to the parties at the following addresses: If to Guarantor: David R. Dodd II 1048 West Foxcroft Drive Camp Hill, Pennsylvania 17011 If to Bank: Commerce Bank/Harrisburg, N.A. 3801 Paxton Street P.O. Box 4999 Harrisburg, PA 17111-0999 or to such other address as either party may designate from time to time by notice to the other in the manner set forth herein. All such notices and communications shall be deemed to be have been given or made when delivered by personal service, two (2) days after being deposited in the U.S. mail or one (1) day after given to an overnight delivery service. 5.13. Waives the right to marshaling of Borrower's assets or any stay of execution and the benefit of all exemption laws, to the extent permitted by law, and other protection granted by law to guarantors or sureties, now or hereafter in effect with respect to any action or proceeding brought by Bank against him. 5.14. Agrees that no single exercise of the power to bring any action or institute any proceeding shall be deemed to exhaust such power, but such power shall continue undiminished and may be exercised from time to time as often as Bank may elect until all of Guarantor's liabilities and obligations hereunder have been satisfied. 5.15. Agrees that his liability under this Guaranty shall in no way be released or otherwise affected by the commencement, existence or completion of any proceeding against Borrower, one or more of the other guarantors or any other person or entity or otherwise with respect to the collection of the Aggregate Debt; and Bank shall be under no obligation to take any action and shall not be liable for any action taken or any failure to take action or any delay in 4 taking action against any of the guarantors, Borrower or any other person or entity or otherwise with respect to the Aggregate Debt. 5.16. Waives any notice of (i) Bank's intention to act in reliance on this Guaranty, (ii) any presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to the Aggregate Debt, and (iii) the commencement or prosecution of any enforcement proceeding against Borrower or any of the other guarantors or any other person or entity with respect to the Aggregate Debt or otherwise. 5.17. Represents and acknowledges that the indebtedness evidenced by the Note and secured by the Loan Documents is and will be of direct benefit, interest and advantage to him. 5.18. Agrees not to create, or permit the creation of, any liens or encumbrances on that certain real estate and improvements thereon owned by Guarantor and located at 3000 Canby Street, Harrisburg, Dauphin County, Pennsylvania ("Canby Property"), other than (a) the mortgage granted by Guarantor to PNC Bank, National Association on or about February 6, 2002; (b) liens arising from taxes, assessments, charges, levies or claims that are not yet due or that remain payable without penalty; (c) zoning restrictions, easements, minor restrictions on the use of the Canby Property, minor irregularities in title to the Canby Property and other minor liens that do not secure the payment of money or the performance of an obligation and that do not in the aggregate materially detract from the value of the Canby Property, or materially impair its use in the business of, Guarantor; or (d) liens in favor of Bank. 6. Financial Statements. Guarantor represents and warrants to Bank that the financial statements heretofore delivered by Guarantor to Bank are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles, fairly represent the financial condition of such Guarantor as of the date thereof, and that no material change has thereafter occurred in the financial conditions reflected therein. Guarantor agrees to deliver to Bank such future financial statements and other information as are required to be delivered to Bank under any of the Loan Documents and as Bank from time to time may reasonably request. 7. Subrogation. Before payment and performance in full of the obligations of Borrower and Guarantor under the Note and any other Loan Document, Guarantor shall not have any right and shall not assert any right to be subrogated to any right of the holder of the Note. No subrogation of Guarantor shall require the holder of the Note to proceed against any person or entity or to resort to any security or to take any other action of any kind as a result of subrogation. 8. CONFESSION OF JUDGMENT. UPON ANY DEFAULT OF HIS OBLIGATIONS HEREUNDER, GUARANTOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE TO APPEAR FOR GUARANTOR IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY GUARANTOR TO LENDER UNDER THIS AGREEMENT, TOGETHER WITH FEES OF COUNSEL AND COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS; AND FOR DOING SO, THIS AGREEMENT OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFORE. 9. Jurisdiction; Service of Process. Guarantor hereby consents to the jurisdiction of the courts of Pennsylvania and/or the United States District Court for the Middle District of Pennsylvania in any and all actions or proceedings arising hereunder or pursuant hereto, and irrevocably agrees to service of process by certified mail, return receipt requested, to his address set forth herein or such other address as each Guarantor may direct by notice to Bank. 10. Miscellaneous. The invalidity or unenforceability of any one or more provisions of this Guaranty shall not affect any other provision, and in the event that any agreement or obligation contained in this Guaranty is held to be in violation of law, such agreement or obligation shall be deemed to be the agreement or obligation of Guarantor to the fullest extent permitted by law. This Guaranty will be governed by Pennsylvania law and may be amended only by a written instrument executed by Guarantor and Bank. The obligations of each Guarantor, if there is more than one Guarantor, under this Guaranty will be joint and several. The provisions of this Guaranty will bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of Guarantor and Bank. Capitalized terms not defined herein shall have the meanings given to them in the Loan Documents. Whenever the context requires, all terms used in the singular will be construed in the plural and vice versa, and each gender will include each other gender. IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered under seal as of the date first written above. GUARANTOR: J (Seal) David R. Dodd II 6 451264v1 EXPLANATION OF RIGHTS - CONFESSION OF JUDGMENT 1. On the date hereof, David R. Dodd, II, an adult individual with an address at 1048 West Foxcroft Drive, Camp Hill, Pennsylvania 17011 (the "Guarantor"), as Guarantor, executed a Guaranty and Surety Agreement ("Guaranty") in favor of Commerce Bank/Harrisburg, N.A., its successors and assigns (the `Bank"), guaranteeing the payment and performance of the Obligations as defined therein. The Obligations include the proceeds of a loan issued or to be issued by the Bank (the "Loan") to or for the benefit of Cameron Real Estate, LP, a limited partnership having an address of 3000 Canby Street, Harrisburg, Pennsylvania 17103 (the "Borrower"). Guarantor desires to induce the Bank to close the Loan to Borrower. Guarantor understands clearly and specifically that by signing the Guaranty, which contains a confession of judgment clause: (a) Guarantor authorizes Bank to enter a Judgment against Guarantor and in Bank's favor which will give Bank a lien upon any real estate which the Guarantor may own; (b) Guarantor gives up the right to any notice or opportunity to be heard prior to the entry of such Judgment on the records of the court; (c) Guarantor agrees that Bank can enter the Judgment after default as defined in the Guaranty or in any other Loan Document as defined therein (the "Loan Documents") executed by Borrower simultaneously herewith; (d) Guarantor subjects Guarantor's property, real, personal and mixed, to execution and sheriff's sale, pursuant to the Judgment, prior to proof of non-payment or other default on Guarantor's part; (e) Guarantor will be unable to challenge the Judgment, should Bank enter it except by proceeding to seek relief from or to open or to strike the Judgment, and such a proceeding will result in reasonable attorneys' fees and costs which the Guarantor will have to pay; (f) Guarantor agrees that the writ of garnishment or writ of attachment or writ of execution may be issued without the necessity of a review and approval by an official vested with requisite discretion; and (g) Guarantor gives up the right or opportunity for a prompt hearing after seizure of or execution or levy on the Guarantor's property, at which hearing Bank must demonstrate at least the probable validity of its claim and that Guarantor voluntarily, intelligently and knowingly gave up Guarantor's constitutional right to notice and hearing prior to entry of the Judgment. 2. Guarantor knows and understands that it is this instrument and the confession of judgment clause in the Guaranty which gives Bank the rights and benefits enumerated in subparagraphs (a) through (h) of paragraph 1 above. IF GUARANTOR DOES NOT SIGN THIS INSTRUMENT AND THE GUARANTY WHICH CONTAINS THE CONFESSION OF JUDGMENT CLAUSE GUARANTOR UNDERSTANDS THAT GUARANTOR WOULD HAVE THE FOLLOWING: (a) the right to have notice and an opportunity to be heard prior to entry of the Judgment; (b) the right to have the burden of proving default rest upon Bank before Guarantor's property can be exposed to levy, attachment, garnishment or execution; (c) the right to avoid the additional expense of attorneys' fees and costs incident to seeking relief from or opening and striking off a judgment; (d) the right to require Bank to present a sworn document setting forth in non-conclusory terms the basis of its claim before Bank obtains a writ of garnishment or a writ of attachment or a writ of execution; (e) the right to condition the issuance of a writ of garnishment or a writ of attachment or a writ of execution on notice and review and approval by an official vested with requisite jurisdiction; (f) the opportunity for or right to a prompt hearing after seizure of or levy or execution on Guarantor's property, at which hearing Bank must demonstrate the probable validity of its claim and that Guarantor voluntarily, intelligently and knowingly gave up Guarantor's constitutional right to notice and hearing prior to entry of Judgment. 3. Fully, completely and knowingly understanding these rights which Guarantor has prior to signing the Guaranty and this instrument and clearly aware that these rights will be given up, waived, relinquished and abandoned if Guarantor signs the Guaranty and this instrument, Guarantor nevertheless freely and voluntarily chooses to sign the Guaranty and this instrument, Guarantor's intentions being to give up, waive, relinquish and abandon its known rights (as described in paragraph 2 above), and subject himself to the circumstances described in paragraph 1 above. 4. Guarantor acknowledges that (a) the Guaranty and this instrument have been executed in a commercial transaction for business purposes; (b) at all times material hereto Guarantor was represented by counsel in connection with the execution of the Guaranty and every other Loan Document, and in particular the Guaranty and this instrument; and (c) Guarantor reviewed the Guaranty and this instrument with Guarantor's attorney before signing them. 5. Whenever the context of this instrument requires, all terms used in the singular will be construed in the plural and vice versa, and each gender will include each other gender. Dated this 17'b day of July, 2006. GUARANTOR HAS READ THIS ENTIRE FORM. GUARANTOR FULLY UNDERSTANDS ITS CONTENTS AND INTENDS TO BE LEGALLY BOUND HEREBY. Guarantor: L (SEAL) David R. Dodd, 11 2 451998v1 AMENDMENT NO. I TO CONSTRUCTION LOAN AND SECURITY AGREEMENT This Amendment No. 1 to Construction Loan and Security Agreement ("First Loan Agreement Modification") is made this 26th day of November, 2007, by and between Commerce Bank/Harrisburg, N.A. (hereinafter referred to as "Lender") and Cameron Real Estate, LP, a Pennsylvania limited partnership (hereinafter referred to as "Borrower"), BACKGROUND: A. On or about July 17, 2006, Borrower and Lender entered into a Construction Loan and Security Agreement ("Loan Agreement"), pursuant to which Lender agreed to extend to Borrower credit in an amount not to exceed $5,000,000, for the purposes set forth in, and subject to the terms and conditions of, the Loan Agreement ("Loan"). B. At the time of Closing, Borrower anticipated receiving certain grants from governmental Authorities that Borrower could apply to the costs of the Improvements, but as of the date hereof Borrower has not received all of such grants. C. In order to continue construction of the Improvements pending the receipt of all of the anticipated grants from Governmental Authorities, Borrower has requested Lender, and Lender has agreed, to increase the amount of credit available to Borrower under the Loan from $5,000,000 to $6,900,000 ("Loan Increase"), subject to the following terms and conditions. TERMS OF AGREEMENT: 1. Defined Terms. (a) The following definitions supersede and replace, in their entireties, the definitions for such terms in the Loan Agreement: "Completion Date" means June 30, 2008. "Loan Documents" means the Commitment Letter, the Loan Agreement, this First Loan Agreement Modification, the Note, the Restated Note, the Mortgage, the Lease Assignment, the Collateral Assignment, the Guaranties, the Consents, the Life Insurance Assignment, the Subordination Agreements and any other document executed and delivered by Borrower,, any Guarantor or any other entity or individual to Lender in connection with the Loan, all as may be amended from time to time. "Maximum Loan Amount" means $6,900,000. "Revolving Credit Period" means the shorter of (a) the Construction Period and (b) the period of time extending from the Closing Date until the Completion Date. "Restated Note" means an Amended and Restated Note in the principal amount of $6,900,000, executed by Borrower and delivered to Lender and evidencing Borrower's obligation to repay the Loan. "Subordination Agreements" means agreements by and between Lender, the City of Harrisburg and the County of Dauphin, as amended, providing for subordination of the mortgages and security interests of the City and the County on the Cameron Property and the Collateral to the mortgage and security interest of the Lender on the Cameron Property and the Collateral. (b) References to specific Loan Documents in the Loan Agreement and in any other Loan Document shall be deemed to include the amendments to such documents executed and delivered to Lender in connection with the Loan Increase and any subsequent amendments. 2. Representations and Warranties. In order to induce the Lender to enter into this First Loan Agreement Modification, the Borrower warrants and represents to the Lender as follows: (a) All of the warranties and representations of the Borrower contained in the Loan Agreement or in any of the other Loan Documents continue to be true and correct as of the date hereof; and (b) No Event of Default has occurred. 3. Conditions Precedent. In addition to the conditions precedent set forth in Article 2 of the Loan Agreement, Lender's obligation to make Advances in excess of the original amount of the Loan is subject to the following conditions precedent, all of which shall have been satisfied on or before the date hereof: (a) The following documents shall have been duly executed and delivered to Lender, all satisfactory in form and content to the Lender: (i) The Restated Note; (ii) -Such amendments to and/or restatements of the Loan Documents as the Bank deems necessary and appropriate, including but not limited to amendments to the Subordination Agreements; and (iii) Such other documents and instruments as Lender reasonably deems necessary and appropriate. (b) Borrower shall have delivered, or caused to be delivered, to Lender the following, all satisfactory in form and content to the Lender: (i) Resolutions of Borrower and ACA, authorizing the Loan Increase and the execution of such of the Loan Documents to which each is a party; (ii) Either (A) a marked-up title report issued by a reputable title insurance company approved by Lender, representing that company's commitment to issue in favor of Lender a mortgagee's title insurance policy., or (B) an endorsement to Policy Number C92 384518, insuring the lien of the Mortgage, as amended, as a first lien on the Cameron Property, 2 free and clear of all prior liens and encumbrances (including possible mechanics' liens) and subject only to the Permitted Liens ("Title Commitment"), and the premium for such policy shall have been paid in full by Borrower. Said policy shall contain such endorsements as are required by Lender, including but not necessarily limited to endorsements (X) insuring against loss or damage resulting from unrecorded easements, discrepancies or conflicts in boundary lines, shortage in area, or encroachments which an accurate and complete survey of the Cameron Property would disclose, (Y) insuring that any restrictions affecting the Cameron Property. have not been violated and that any future violation thereof would not work a forfeiture or reversion of title to the Cameron Property or impair the construction, occupancy or use of the Improvements, and (Z) insuring against the invalidity or unenforceability and loss of priority of the lien of the Mortgage, as amended, resulting from changes in the rate of interest payable on the Restated Note; and (iii) Evidence that Borrower has satisfied the Flood Insurance Requireme defined in the Loan Agreement) and that any flood insurance acquired by Bo ower with respect to the Cameron Property identifies Lender's interest under a standard mortgagee's endorsement. 4. Modification of Sections l (c and 1 e). Sections 1(c) and I (e) of the Loan Agreement are hereby modified to provide, in their entireties, as follows: (c) During the Revolving Credit.Period, the Loan will be a revolving line of credit, and Borrower may borrow and re-borrow under the Note in accordance with the terms and conditions of this Agreement, provided that Lender shall not be obligated to make Advances during the Revolving Credit Period that would cause the aggregate amount outstanding under the Note to exceed $6,500,000. The amount outstanding under the Note at any time may be evidenced by endorsements to the Note or by the Lender's internal records. (e) If Borrower has not made a timely Line of Credit Election in accordance with the provisions of Section L I (d) hereof, then (A) the maximum amount of credit available under the Loan shall be reduced to $6,500,000; (B) on the Conversion Date, the entire outstanding balance of the Loan will convert automatically to a term loan with the repayment terms and maturity set forth in the Note; and (C) following the Conversion Date, Lender shall have no obligation to make any further Advances to Borrower, regardless of the then outstanding amount of Borrower's indebtedness under the Note. 5. Modification of Exhibit B. Exhibit B to the Loan Agreement is hereby replaced, in its entirety, by the Exhibit B attached to this First Loan Agreement Modification. 6. Modification of Article 4. Article 4 of the Loan Agreement is hereby modified to include the following additional covenant by Borrower: 4.9. Deposit of Grant Funds in Lockbox Account. To the extent legally permissible, Borrower shall cause funds received directly or indirectly through 3 grants issued to Borrower by the Commonwealth of Pennsylvania into a lockbox account at Lender, from which funds will be disbursed by Lender, in its discretion, to repay Borrower's indebtedness to Lender. 7. Other Provisions. (a) The description of the Loan Agreement contained in the Background section hereof is qualified in its entirety by the terms and conditions of the Loan Agreement. (b) Except as specifically modified herein, the terms and conditions of the Loan Agreement remain in full force and effect. Without limiting the generality of the foregoing, Borrower expressly ratifies and confirms the waiver of jury trial provisions in the Loan Agreement and in any other Loan Document. (c) This First Loan Agreement Modification may be executed in duplicate and separate counterparts, each of which shall constitute one and the same instrument. (d) The Borrower hereby confirms and agrees that all Collateral for the Borrower's obligations under the Loan Agreement, the Note and the other Loan Documents, including but not limited to liens, security interests, mortgages, and pledges granted by the Borrower to Lender, (i) remains, and shall continue, unimpaired and in full force and effect, (ii) secures the additional indebtedness of Borrower to resulting from' the Loan Increase, the amendments to the Loan Agreement contained herein, the Restated Note, and any amendments to the other Loan Documents and (iii) secures any and all other indebtedness and obligations of Borrower to Lender, whether now existing or hereafter created. (e) This First Loan Agreement Modification is deemed incorporated into the Loan Agreement and each of the other Loan Documents. To the extent that any term or provision hereof is or may be deemed expressly inconsistent with any term or provision in any Loan Document, the terms and provisions hereof shall control. (f) Capitalized.terms used, but not defined, in this First Loan Agreement Modification shall have the same meanings as in the Loan Agreement. [Remainder of this page left intentionally blank. Signature page follows] 4 IN WITNESS WHEREOF, the Borrower and the Lender, by their duly authorized officers, have executed this First Loan Agreement Modification on the date first above set forth. COMMERCE BANK/HARRISBURG, N.A. WITNESS/ATTEST: Jeffrey S. Fagan, • ice 5rsi=dent CAMERON REAL ESTATE, LP By: Cameron Management, Inc., its general partner By: V? / David R. Dodd, II, President WITNESS/ATTEST: J / EXHIBIT B TABLE OF SOURCES AND USES See attached. 48157svl S, n D O nr N C 3' C D n 4 m u n n m P1 m m AMENDED AND RESTATED PROMISSORY NOTE $6,900,000 November 26, 2007 Harrisburg, Pennsylvania For value received and intending to be legally bound, CAMERON REAL ESTATE, LP, a Pennsylvania limited partnership ("Maker"), promises to pay to the order of COMMERCE BANK/HARRISBURG, N.A., a national banking association ("Payee"), at 3801 Paxton Street, P.O. Box 4999, Harrisburg, PA 17111-0999 or such other place as Payee may designate in writing, the principal sum of six million, nine hundred thousand dollars ($6,900,000) lawful money of the United States of America or so much thereof as may be advanced to Maker pursuant to the terms of an unrecorded Construction Loan and Security Agreement dated July 17, 2006, as amended in Amendment No. 1 to Construction Loan and Security Agreement of even date herewith (collectively, the "Loan Agreement'), together with interest on the outstanding principal balance hereof as set forth below. Initially capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Loan Agreement. The Payee has approved a mortgage loan (the "Loan") of up to $6,900,000 to the Maker. The proceeds of the Loan will be utilized by the Maker to fund the cost of improvements to be constructed on a certain tract of land situate in the City of Harrisburg, Dauphin County, Pennsylvania, known and numbered as 600 and 1000 North Cameron Street ("Mortgaged Property"), as more fully described in the Loan Agreement and referred to herein as the "Project." The Loan is evidenced by this Amended and Restated Promissory Note ("Note"). The consideration for this Note is the present and future advancement of funds to the Maker by the Payee pursuant to the terms of the Loan Agreement, and secured by, inter alia, a certain Open-End Mortgage and Security Agreement ("Mortgage") dated July 17, 2006, as amended in Amendment No. 1 to Open-End Mortgage and Security Agreement of even date herewith, given by the Maker to the Payee, granting and conveying inter alia all of the Maker's right, title and interest in the Project. The obligation represented by this Note shall have the full force, effect and benefit of an obligation to secure present and future advances to be made by Payee to Maker pursuant to the terms of the Loan Agreement which is incorporated herein by reference thereto. The Note shall be payable as follows: (a) During the Revolving Credit Period. Interest only at the Applicable Rate of Interest set forth below on sums actually advanced to or for the account of Borrower in connection with the Project, this Note, the Mortgage or the Loan Agreement shall be made by Maker to Payee monthly, commencing on the first day of August, 2006 and on the first day of each month thereafter until the date on which the Revolving Credit Period (as defined in the Loan Agreement) terminates (the "Conversion Date"). si •• (b) Following the Revolving Credit Period. (i) On the Conversion Date, either (A) the entire amount then outstanding hereunder, if Maker has not made a Line of Credit Election in accordance with the Loan Agreement, or (B) the difference between the Maximum Credit Amount and the Remaining Credit, if Maker has made a Line of Credit Election in accordance with the Loan Agreement (either, the "Term Loan Balance"), shall be converted into a permanent mortgage loan, bearing interest at the Applicable Rate of Interest, and shall be due and payable in 239 consecutive monthly installments of principal and interest (each a "Scheduled Monthly Installment"), which payments shall be applied first to interest accrued on the outstanding Term Loan Balance at the Applicable Rate of Interest and then to the reduction of the Term Loan Balance. The amount of the Scheduled Monthly Installment shall be increased or decreased from time to time by the Payee in such amounts as are necessary (C) to reflect changes in the Applicable Rate of Interest and (D) to amortize the Term Loan Balance over a period of 25 years from the Conversion Date. The first Scheduled Monthly Installment shall be due and payable on the first day of the month following the Conversion Date. Such Scheduled Monthly Installments shall continue to be due and payable on the same day of each month thereafter until the first day of the 240,' month following the Conversion Date (the "Maturity Date"). On the Maturity Date, a final installment shall be due and payable which shall include all unpaid amounts of the Term Loan Balance and interest accrued and unpaid thereon and any and all other payments or amounts due under this Note and the Loan Agreement, or any other Loan Document as defined herein. (ii) If Maker has made a Line of Credit Election in accordance with the Loan Agreement, then in addition to the payments required pursuant to the immediately preceding paragraph, Maker shall make the following payments ("Line of Credit Payments"): (A) during the first eighteen months following the Conversion Date, interest only at the Applicable Rate of interest on the amount of Debt Service Advances; and (B) upon expiration of the eighteen-month interest only period, 221 consecutive monthly installments of principal and interest, which payments shall be applied first to interest accrued on the outstanding principal balance of the Debt Service Advances (the "Line of Credit Balance") at the Applicable Rate of Interest and then to the reduction of the Line of Credit Balance. The amount of the Line of Credit Payments shall be increased or decreased from time to time by the Payee in such amounts as are necessary (1) to reflect changerbd pplieable Rate of Interest and (2) to amortize the Line of Credit Balance over a perioars from the first anniversary of the Conversion Date. Line of Credit Payments shand payable on the same days that Scheduled Monthly Installments are due and shall cobe due and payable on the same day of each month thereafter until the Maturity Date. aturity Date, a final installment shall be due an d payable which shall include all uunts of the Line of Credit Balance and interest accrued and unpaid thereon and any an payments or amounts due under this Note and the Loan Agreement, or any other Loa nt as defined herein. 2 The Applicable Rate of Interest shall be (a) a fixed rate of interest until July 18, 2011 equal to 8.06% and, thereafter, (b) a variable rate of interest equal, at Borrower's option, to (i) the Prime Rate plus 0.50% or (ii) the United States Treasury five year rate plus three hundred (300) basis points determined on that date which is five (5) days prior to the expiration of the initial five (5) year period. If Borrower elects option (ii) in the immediately preceding sentence, the rate determined as a result of such election shall remain in effect for a period of five (5) years, after which time Borrower may again elect either option (i) or (ii) in the immediately preceding sentence and, so long as Borrower continues to elect option (ii), the rate shall be reset at the end of each succeeding five (5) year period until such time as Borrower elects option (i) in which case the interest rate shall adjust automatically with each change in the Prime Rate without notice to Borrower. "Prime Rate" shall mean the Base Rate on corporate loans at large U.S. Money Center Commercial Banks as published in the Money Rates column of the Wall Street Journal, Eastern Edition, or its successor publication as the "Prime Rate." If the Base Rate is designated as more than one rate or published as a range of rates, Prime Rate for purposes of the Loan shall mean the highest of the rates published. If the Wall Street Journal or its successor publication ceases to publish a rate or rates of interest as the Base Rate, the term "Prime Rate" shall mean the rate which the Lender establishes as its "Prime Rate" whether or not published. If the Lender has more than one Prime Rate in effect simultaneously, "Prime Rate" shall mean the highest of such prime rates then simultaneously in effect. The utilization of "Prime Rate" herein is solely for the purpose of defining the rate of interest applicable to the Loan. Its utilization shall in no way preclude or limit the Lender from lending to certain borrowers, from time to time, at a rate of interest less than the "Prime Rate" as defined hereunder. To the extent permitted by Pennsylvania law, interest shall be calculated by the method known as the "Banker's Rule" using the actual days the principal balance is outstanding hereunder divided by 360 days and multiplied by the interest rate described herein; provided, however, that to the extent such calculation is not permitted by Pennsylvania law, interest hereunder shall be calculated on the basis of a 365 or 366 day year, as the case may be. If any installment of principal and/or interest under this Note or any other sum due under any other Loan Document (as hereinafter defined) is not paid on its due date or if the Maker fails to pay the entire principal balance, together with interest accrued thereon, and all other sums due under this Note or any other Loan Document on the Maturity Date as defined herein, interest shall be due on such overdue amount (including overdue interest) from its due date to the date on which it is paid at the rate of five percent (5%) per annum above the Applicable Rate but not more than the highest rate permitted by law (the "Default Rate"). Such interest at the Default Rate shall (in addition to all other interest) be due on each payment date and on the date on which the overdue amount is paid. Interest at the Default Rate shall be due on all interest from the date on which it is due until the date on which it is paid and any interest which is not paid at maturity (whether stated or accelerated) shall be added to the principal balance of this Note on the Maturity Date. ?+ Maker shall have the option of prepaying the principal balance of the Loan, in whole or in part, at any time; provided, however, Borrower shall pay to Lender a prepayment premium equal to the product of 5% of the amount prepaid during the first year following July 18, 2006 ("Closing"), 4% in the second year following Closing, 3% in the third year following Closing, 2% in the fourth year following Closing and I% in the fifth year following Closing. Following the fifth anniversary of the Closing, Borrower shall have no liability for a prepayment premium. Each partial prepayment shall be applied against the installment of principal (by date) last due and payable; and no prepayment shall postpone or interrupt payment of future installments of principal and interest which shall continue to be due and payable until payment herein in full. In the event any of the aforesaid payments of interest and/or principal remain unpaid ten (10) days after such payments are due, Maker shall pay a delinquency charge of five percent (5%) of the amount so overdue to cover the extra expense involved in handling delinquent payments. Provisions for such delinquency charge shall not be construed to permit Maker to make any payment after its due date, obligate Payee to accept any overdue installment, or affect Payee's rights and remedies upon default. Maker shall not be obligated to pay and Payee shall not collect interest at a rate in excess of the maximum permitted by law or the maximum that will not subject Payee to any civil or criminal penalties. If, because of the acceleration of maturity, the payment of interest in advance or any other reason, Maker is required, under the provisions of any Loan Document, to pay interest at a rate in excess of such maximum rate, the rate of interest under such provisions shall immediately and automatically be reduced to such maximum rate, and any payment made in excess of such maximum rate, together with interest thereon at the rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of this Note as of the date on which such excess payment was made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, the amount of such excess shall be refunded by Payee to Maker. This Note is secured by and entitled to all of the benefits of the Mortgage, the Lease Assignment, the Collateral Assignment, the Consents, the Life Insurance Assignment, the Financing Statements and all additional security set forth in the Loan Agreement (the Mortgage, the Lease Assignment, the Collateral Assignment, the Consents, the Life Insurance Assignment, the Financing Statements and the Loan Agreement, all as amended from time to time, are hereinafter collectively referred to as the "Loan Documents"). Reference is made to the Loan Documents for a description of the properties and collateral mortgaged, secured and pledged as security for this Note, the nature and extent thereof, the rights of the holder of this Note and the Maker in respect of such security and otherwise, and the terms upon which this Note is issued. All of the terms, covenants, agreements, conditions, warranties and provisions contained in the Loan Documents are hereby incorporated into this Note with the same force and effect as if they were fully set forth herein. Maker covenants and agrees to comply with and perform all such provisions, or cause them to be complied with and performed, strictly in accordance with their terms. 4 I. For purposes of this Note "Collateral Security" means any and all goods, chattels, inventory, equipment, securities, deposits, accounts receivable, notes, documents, instruments, money, safe deposit box contents, and other property of Maker of whatever kind or nature which may now or hereafter be deposited with or in the possession or control of Payee. Maker hereby pledges the Collateral Security as security for the payment of this Note and agrees that, in the event of a default under this Note, Payee may set off any of the Collateral Security against any amount due hereunder or apply any other Collateral Security or other proceeds of the Collateral Security to any amount due under this Note or under any other Loan Document. Upon the occurrence of an Event of Default (as defined hereinafter), Payee may collect any late charges, interest on overdue amounts at the Default Rate, and any other amounts authorized in the Loan Documents, and may set off the Collateral Security against or apply it to any sum due under this Note or any other Loan Document. Each of the following events shall constitute an "Event of Default" under this Note, subject to any applicable notice and grace period as set forth herein or therein: (a) Maker fails to make any payment of principal or interest or any other sum required to be made under this Note, the Mortgage, the Loan Agreement, or any other Loan Document, and such payment is not made within ten (10) days after its due date; (b) there occurs an Event of Default as defined in the Mortgage, the Loan Agreement or any other Loan Document (as hereinbefore defined) executed by Maker; (c) if Maker becomes insolvent or makes an assignment for the benefit of creditors; or (d) if (i) a Court shall enter a decree or order for relief in respect of Maker in an involuntary case under the Federal Bankruptcy Code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any of the property of any Maker, ordering the winding up or liquidation of his/her/its/their affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) days; or (ii) Maker shall commence an action in bankruptcy, insolvency, or under any other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of Maker or for any part of his/her/its/their property; (e) failure by the Maker to observe or perform any covenant, agreement, condition or term of this Note, the Mortgage, or any Loan Document executed by Maker and delivered to Payee in connection with this Note which remains uncured ten (10) days after written notice thereof by Payee provided that if such failure cannot be reasonably cured within such ten (10) day period as aforesaid and if Maker has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein may be extended up to a date set by Payee (or breach by Maker of any other obligation to the Payee subject to any applicable notice and/or grace period); or (f) any representation or warranty in any financial or other statements, schedule, certificate or other document of Maker delivered to Payee by or on behalf of Maker shall prove to be false, misleading, or incomplete in any material respect; (g) a material adverse change occurs in the financial condition of Maker; (h) Maker assigns or otherwise transfers or attempts to assign or transfer any interest in the Mortgaged Property (except as provided in the Mortgage); or (i) Maker defaults under the terms of any other indebtedness to Payee or any other lender. 5 r At any time after occurrence of an Event of Default, Payee may, at Payee's option and without notice or demand, do any one or more of the following: (a) without declaring the unpaid principal balance to be due, collect all installments of principal and/or interest (at the then applicable rate provided above to the date on which a default occurs and, thereafter, at the Default Rate) and all other sums due under this Note or any other Loan Document from time to time, by any action provided in this Note or any other Loan Document or provided at law or in equity; (b) declare the entire unpaid principal balance of this Note, together with interest accrued thereon (at the applicable rate provided above to the date on which a default occurs and, thereafter, at the Default Rate) and all other sums due from Maker under this Note or any other Loan Document to be due and payable immediately; and/or (c) exercise any other right or remedy as may be provided in this Note or any other Loan Document or provided at law or in equity. Payment of all or any part of the Indebtedness (as defined below) may be recovered at any time by any one or more of the foregoing remedies. Whether or not the entire unpaid principal balance is declared to be due, the interest rate on the unpaid principal balance shall be the Default Rate from the date on which a default occurs until the date on which all defaults are cured or the entire unpaid principal balance and all other sums due under this Note or any other Loan Document (collectively, the "Indebtedness") are actually received by Payee. Upon the entry of any judgment after default, interest shall continue to accrue at the Default Rate on the judgment amount from the date of judgment until actual receipt of the entire Indebtedness by Payee, including any period after a Sheriff's Sale of the Mortgaged Property. In any action under this Note or any other Loan Document, Payee may recover all costs of suit and other expenses in connection with the action, including the cost of any title search and reasonable attorneys' fees, paid or incurred by Payee. The rights and remedies provided to Payee in this Note and the other Loan Documents, including all warrants of attorney, (a) are not exclusive and are in addition to any other rights and remedies Payee may have at law or in equity, (b) shall be cumulative and concurrent, (c) may be pursued singly, successively or together against Maker, any of the Mortgaged Property, any of the Collateral Security and/or any other security at the sole discretion of Payee, and (d) may be exercised as often as occasion therefor shall arise. The failure to exercise or delay in exercising any such right or remedy shall not be construed as a waiver or release thereof. Maker hereby waives and releases Payee and its attorneys from all errors, defects and imperfections (of a procedural nature) in any proceeding instituted or maintained by Payee under this Note or any other Loan Document. Maker hereby, to the extent not prohibited by law, waives all benefit of any and all present and future statutes of limitations and moratorium laws and any and all present and future laws which (a) exempt all or any part of the Mortgaged 6 Property, the Collateral Security or any other real or personal property or any part of the proceeds of any sale of any such property from attachment, levy, foreclosure or sale under execution, (b) provide for any stay of execution, marshaling of assets, exemption from civil process, redemption, extension of time for payment, or valuation or appraisement of all or any part of the Mortgaged Property, the Collateral Security or any other real or personal property, or (c) conflict with any provision of this Note or any other Loan Document. Maker agrees that the Mortgaged Property, the Collateral Security and any other real or personal property may be sold to satisfy any judgment entered under this Note or any other Loan Document in whole or in part and in any order as may be desired by Payee. Except as may be otherwise provided herein or in any other Loan Document, Maker and all endorsers, sureties and guarantors, jointly and severally: (a) waive presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices (not expressly provided for in this Note or in any other Loan Document) in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note; (b) agree that the liability of each of them shall be unconditional without regard to the liability of any other party and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee at any time; (c) consent to any and all indulgences, extensions of time, renewals, waivers or modifications granted or consented to by Payee at any time; (d) consent to the release of all or any part of or interest in the Mortgaged Property or the Collateral Security or any other collateral described in any Loan Document, with or without substitution; and (e) agree that additional makers, endorsers, guarantors or sureties may become parties to this Note or any other Loan Document without notice to them or affecting their liability under this Note or any other Loan Document. Payee shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Payee. Such a written waiver signed by Payee shall waive Payee's rights and remedies only,to the extent specifically stated in such written waiver. A waiver as to one or more particular Events of Default shall not be construed as continuing or as a bar to or waiver of any right or remedy as to another or subsequent Event of Default. Maker shall pay the cost of any revenue, tax or other stamps now or hereafter required by law to be affixed to this Note. Maker shall pay any and all taxes imposed upon Payee by reason of this Note or the ownership or possession of this Note, including personal property taxes, but excluding any franchise or capital stock taxes, bank shares taxes, or income taxes imposed by reason of interest received by Payee under this Note, and shall reimburse Payee for the amount any such taxes paid by Payee. If Maker fails or refuses to make such payment or reimbursement, Payee may, at its option, declare the Indebtedness to be immediately due and payable, whereupon Maker shall immediately pay such principal and other sums to Payee. If Maker shall, without in each instance the prior written consent of Payee, sell, transfer, convey, mortgage, encumber, lease or otherwise alienate all of any part of the Mortgaged Property or any interest therein (except for leases permitted by the Mortgage or sale of lots in 7 the ordinary course of Maker's business if payment of the appropriate release price as provided in the Mortgage is made to Payee), whether voluntarily or by operation of law, then Payee may, at its sole option, declare the Indebtedness to be immediately due and payable, whereupon all such principal and other sums shall be immediately due and payable. Payee shall not be construed for any purpose to be a partner, joint venturer or associate of Maker or of any lessee, operator, concessionaire or licensee of Maker or of any of the Mortgaged Property by reason of this Note or any of the Loan Documents or of any action by Payee pursuant to any provision of this Note or any other Loan Document. Time is of the essence of each and every provision of this Note. The words "Payee" and "Maker" shall include the respective heirs, distributees, personal representatives, successors and assigns of Payee and Maker, respectively. The provisions of this Note shall bind and inure to the benefit of Payee and Maker and their respective heirs, distributees, personal representatives, successors and assigns provided that the provisions of this paragraph are subject to all the other provisions of this Note and the other Loan Documents, including the above due-on-sale clause. If there is more than one Maker, the liability of each shall be joint and several. As to all pronouns and other terms in this Note, the singular shall include the plural and vice versa and any gender shall include the other two genders, as the context may require. The phrase "any of the Mortgaged Property" shall mean "all or any part of any of the Mortgaged Property or any interest therein." The phrase "any of the Collateral Security" shall mean "all or any part of the Collateral Security or any interest therein." This Note may be modified, amended, discharged or waived only by an agreement in writing signed by Maker and Payee. This Note shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania. All notices, requests, demands and other communications given pursuant to any provision of this Note shall be given in writing by U.S. certified or registered mail with return receipt requested and postage prepaid, or by any 24-hour courier service with proof of delivery, addressed to the party for which it is intended at the address of that party first stated above or such other address of which that party shall have given notice in the manner provided herein. Any such mail notice shall be deemed to have been given when the notice is deposited in the mail. Any such courier notice shall be deemed to have been given on the following business day. Maker acknowledges, agrees and understands that this Note is given in replacement of and in substitution for, but not in payment of, a prior note dated on or about July 17, 2006, in the original principal amount of $5,000,000, given by Maker in favor of the Payee, as the same 8 may have been amended or modified from time to time ("Prior Note"), and further, that: (a) the obligations of the Maker as evidenced by the Prior Note shall continue in full force and effect, as amended and restated by this Note, all of such obligations being hereby ratified and confirmed by the Maker; (b) any and all liens, pledges, assignments and security interests securing the Maker's obligations under the Prior Note shall continue in full force and effect, are hereby ratified and confirmed by the Maker, and are hereby acknowledged by the Maker to secure, among other things, all of the Maker's obligations to the Payee under this Note, with the same priority, operation and effect as that relating to the obligations under the Prior Note; and (c) nothing herein contained shall be construed to extinguish, release, or discharge, or constitute, create, or effect a novation of, or an agreement to extinguish, the obligations of the Maker with respect to the indebtedness originally described in the Prior Note or any of the liens, pledges, assignments and security interests securing such obligations. UPON AN EVENT OF DEFAULT, MAKER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT BY CONFESSION, TO APPEAR FOR ANY OR ALL MAKER IN SUCH COURT IN AN APPROPRIATE ACTION THERE BROUGHT OR TO BE BROUGHT AGAINST MAKER AT THE SUIT OF PAYEE ON THIS NOTE, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST MAKER FOR ALL SUMS DUE BY MAKER TO PAYEE UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS (WITH OR WITHOUT ACCELERATION OF MATURITY), INCLUDING ALL COSTS AND REASONABLE ATTORNEYS' FEES. FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE AUTHORITY TO CONFESS JUDGMENT GRANTED HEREIN SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF BUT MAY BE EXERCISED FROM TIME TO TIME AND AT ANY TIME AS OF ANY TERM AND FOR ANY AMOUNT AUTHORIZED HEREIN. MAKER EXPRESSLY AUTHORIZES THE ENTRY OF REPEATED JUDGMENTS UNDER THIS PARAGRAPH NOTWITHSTANDING ANY PRIOR ENTRY OF JUDGMENT IN THE SAME OR ANY OTHER COURT FOR THE SAME OBLIGATION OR ANY PART THEREOF. MAKER AND PAYEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY WHICH MAKER AND PAYEE MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE, THE OTHER LOAN DOCUMENTS OR ANY TRANSACTIONS RELATED HERETO OR THERETO. MAKER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE PAYEE HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE PAYEE WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. MAKER ACKNOWLEDGES THAT THE PAYEE HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THIS JURY TRIAL WAIVER. 9 MAKER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT UNDERSTANDS THE PROVISIONS FOR CONFESSION OF JUDGMENT AND THE WAIVER OF JURY TRIAL. MAKER WAIVES ANY RIGHT TO NOTICE OR A HEARING WHICH IT MIGHT OTHERWISE HAVE BEFORE ENTRY OF JUDGMENT BY CONFESSION. IN WITNESS WHEREOF, Maker has executed this Amended and Restated Note under seal as of the date first set forth above. CAMERON REAL ESTATE, LP WITNESS/ATTEST: By: Cameron Management, Inc., its general partner By: _ (SEAL) _ f David R. Dodd, II, President 10 481683v1 EXPLANATION OF RIGHTS - CONFESSION OF JUDGMENT 1. On November 26th, 2007, CAMERON REAL ESTATE, LP (the "Borrower"), as Maker, executed an Amended and Restated Promissory Note (the "Restated Note") payable to the order of Commerce Bank/Harrisburg, N.A., its successors and assigns ("Commerce") in the original principal amount of $6,900,000, together with interest thereon and all other charges as set forth therein or in any other Loan Document as defined therein. Borrower desires to induce Commerce to extend the credit to Borrower for which the Restated Note was given. Borrower clearly and specifically understands that by signing the Restated Note, which contains a confession of judgment clause: (a) Borrower authorizes Commerce to enter a Judgment against Borrower and in Commerce's favor which will give Commerce a lien upon any real estate which the Borrower may own; (b) Borrower gives up the right to any notice or opportunity to be heard prior to the entry of such Judgment on the records of the court; (c) Borrower agrees that Commerce can enter the Judgment after default as defined in the Restated Note or in any other Loan Document executed by Borrower in connection with the Restated Note; (d) Borrower subjects Borrower's property, real, personal and mixed, to execution and sheriff's sale, pursuant to the Judgment, prior to proof of non-payment or other default on Borrower's part; (e) Borrower will be unable to challenge the Judgment, should Commerce enter it except by proceeding to seek relief from or to open or to strike the Judgment, and such a proceeding will result in reasonable attorneys' fees and costs which the Borrower will have to pay; (f) Borrower agrees that the writ of garnishment or writ of attachment or writ of execution may be issued without the necessity of a review and approval by an official vested with requisite discretion; and (g) Borrower gives up the right or opportunity for a prompt hearing after seizure of or execution or levy on the Borrower's property, at which hearing Commerce must demonstrate at least the probable validity of its claim and that Borrower voluntarily, intelligently and knowingly gave up Borrower's constitutional right to notice and hearing prior to entry of the Judgment. 2. Borrower knows and understands that it is this instrument and the confession of judgment clause in the Restated Note which give Commerce the rights and benefits enumerated in subparagraphs (a) through (h) of paragraph I above. IF BORROWER DOES NOT SIGN THIS INSTRUMENT AND THE RESTATED NOTE WHICH CONTAINS THE CONFESSION OF JUDGMENT CLAUSE BORROWER UNDERSTANDS THAT BORROWER WOULD HAVE THE FOLLOWING: (a) the right to have notice and an opportunity to be heard prior to entry of the Judgment; (b) the right to have the burden of proving default rest upon Commerce before Borrower's property can be exposed to levy, attachment, garnishment or execution; (c) the right to avoid the additional expense of attorneys' fees and costs incident to seeking relief from or opening and striking off a judgment; (d) the right to require Commerce to present a sworn document setting forth in non-conclusory terms the basis of its claim before Commerce obtains a writ of garnishment or a writ of attachment or a writ of execution; (e) the right to condition the issuance of a writ of garnishment or a writ of attachment or a writ of execution on notice and review and approval by an official vested with requisite jurisdiction; and (f) the opportunity for or right to a prompt hearing after seizure of or levy or execution on Borrower's property, at which hearing Commerce must demonstrate the probable validity of its claim and that Borrower voluntarily, intelligently and knowingly gave up Borrower's constitutional right to notice and hearing prior to entry of Judgment. 3. Fully, completely and knowingly understanding these rights which Borrower has prior to signing the Restated Note and this instrument and clearly aware that these rights will be given up, waived, relinquished and abandoned if Borrower signs the Restated Note and this instrument, Borrower nevertheless freely and voluntarily chooses to sign the Restated Note and this instrument, Borrower's intentions being to give up, waive, relinquish and abandon its known rights (as described in paragraph 2 above), and subject itself to the circumstances described in paragraph I above. 4. Borrower acknowledges that (a) the Restated Note and this instrument have been executed in a commercial transaction for business purposes; (b) at all times material hereto Borrower was represented, or had the opportunity to be represented, by counsel in connection with the execution of the Restated Note and every other Loan Document, and in particular the Restated Note and this instrument; and (c) Borrower reviewed, or had the opportunity to review, the Restated Note and this instrument with Borrower's attorney before signing them. 5. Whenever the context of this instrument requires, all terms used in the singular will be construed in the plural and vice versa, and each gender will include each other gender. Dated this 26th day of November, 2007. BORROWER HAS READ THIS ENTIRE FORM. BORROWER FULLY UNDERSTANDS ITS CONTENTS AND INTENDS TO BE LEGALLY BOUND HEREBY. CAMERON REAL ESTATE, LP WITNESS/ATTEST: By: Cameron Management, Inc., its general partner By: 7 David R. Dodd, II, President -' 2 481687v1 II AMENDED AND RESTATED GUARANTY AND SURETY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AND SURETY AGREEMENT (the "Guaranty") executed and delivered on this 26th day of November, 2007, amends and restates the Guaranty and Surety Agreement executed and delivered on July 17, 2006 by DAVID R. DODD II, an adult individual with an address of 1048 West Foxcroft Drive, Camp Hill, Pennsylvania 17011 ("Guarantor"), in favor of COMMERCE BANKJHARRISBURG, N.A., a national banking association, with offices at 3801 Paxton Street P.O. Box 4999 Harrisburg, PA 17111-0999 ("Bank"), to secure certain obligations of CAMERON REAL ESTATE, LP, a Pennsylvania limited partnership having an address of 3000 Canby Street, Harrisburg, Pennsylvania 17103 (the "Borrower"). BACKGROUND A. Bank has extended credit to the Borrower in the amount of up to $6,900,000 ("Loan"), in accordance with the terms and conditions of a Construction Loan and Security Agreement of July 17, 2006, as amended by Amendment No. 1 to Construction Loan and Security Agreement (collectively the "Loan Agreement"). The Loan is evidenced by the Borrower's Amended and Restated Promissory Note executed and delivered to the Bank on even date herewith (the "Note") which amends and restates a Promissory Note in the amount of $5,000,000 dated July 17, 2006. The Note and the Loan Agreement are sometimes referred to herein collectively as the "Loan Documents" or individually as a "Loan Document." All principal payable under the Note, together with all interest thereon and all other sums payable thereunder or secured by the Loan Documents, are hereinafter collectively referred to as the "Aggregate Debt." B. In order to induce the Bank to make the Loan, from which the Guarantor will derive substantial economic benefit, the Guarantor has agreed to execute and deliver this Guaranty to the Bank. AGREEMENTS NOW, THEREFORE, in consideration of the premises recited above, and intending to be legally bound hereby, Guarantor and, if there is more than one, each Guarantor, jointly and severally, hereby agrees as follows: 1. Obligations. The following guarantees and obligations (together, the "Obligations") are undertaken by Guarantor: 1.1. Guarantor hereby guarantees and becomes surety to Bank for (a) the full and prompt payment of the Aggregate Debt and (b) the full and timely performance of all of Borrower's obligations under the Note and any other Loan Document. The obligations of Guarantor constitute a guarantee of payment and not merely of collection, are absolute except as herein provided and unconditional under all circumstances and shall not in any event be discharged, impaired, or otherwise affected except by payment to Bank. Guarantor agrees that any payment required hereunder will be made to Bank regardless of whether such sums have become due by reason of the maturity of the Note or acceleration of the Aggregate Debt. The proceeds of any amounts paid pursuant to this Guaranty will be applied first to the payment of accrued interest, if any, on the Note, then to any other sums payable in connection with the Note or secured by the Loan Documents, and the balance of the proceeds will be applied to reduce the then outstanding principal amount of the Note, whether then matured or not, in the inverse order of its maturity. 1.2. If Borrower defaults with respect to any matter herein guaranteed, then, within ten (10) days after written notice from Bank, Guarantor will immediately assume all responsibility for the completion of all obligations of Borrower under the terms of the Note or any other Loan Document, or take such other action as Bank may request to remedy such default, or both. 1.3. Subject to the Bank's notice obligations set forth in Section 1.2 herein, Bank shall have the right to require Guarantor to pay, comply with and satisfy his obligations and liabilities under this Guaranty and shall have the right to proceed immediately against Guarantor with respect thereto, without being required to bring any proceeding or take any action of any kind against Borrower or any other Guarantor or any other person, entity or property prior thereto, the liability of Guarantor hereunder being joint and several and, in any event, independent of and separate from the liability of Borrower, any other guarantors and persons and the availability of other collateral security for the Note and the Loan Documents. 2. Cancellation. This Guaranty and all obligations and liabilities of Guarantor hereunder will be canceled when the Aggregate Debt has been paid in full; provided, however, that this Guaranty shall remain in full force and effect for so long as such payment may be voided in bankruptcy proceedings as a preference or for any other reason. 3. Costs and Fees. Guarantor hereby agrees that if he does not satisfy his obligations under this Guaranty in accordance with the terms hereof, the same shall be considered an event of default hereunder as to Guarantor and Bank shall have the right, in addition to the other rights described in this Guaranty, to collect from Guarantor, in addition to the Limit, all reasonable costs, fees and expenses (including reasonable attorneys' fees) incurred by Bank in connection with the enforcement of this Guaranty against such Guarantor. 4. Bankruptcy of Borrower or other Guarantors. The obligations of Guarantor under this Guaranty shall not be discharged, impaired or otherwise affected by the insolvency, bankruptcy, liquidation, readjustment, composition, dissolution or other similar proceeding involving or affecting Borrower or any other Guarantor, proceedings affecting the ownership of any of the above through merger, consolidation or otherwise, inconsistent orders in or claims by. parties to any such proceedings or any other release of obligations by operation of law. 5. Agreements and Waivers. Guarantor hereby: 5.1. Agrees that his obligations hereunder shall not be released or otherwise affected by (and hereby waives notice of) any agreement, amendment, release, suspension, compromise, forbearance, indulgence, waiver, extension, renewal, supplement or modification of any of the Loan Documents, or any other obligations of Borrower to Bank. 2 A 5.2. Consents that Bank may, without affecting the liability of Guarantor under this Guaranty, (i) exchange, release or surrender any property pledged by or on behalf of Borrower or any other surety or guarantor of any liabilities of Borrower to Bank, (ii) renew or change, with the consent of Borrower, the terms of any of Borrower's liabilities to Bank, or (iii) waive any of Bank's rights or remedies against Borrower or any other surety or guarantor of any obligations of Borrower. 5.3 Agrees that his liability under this Guaranty shall not be reduced or affected either by any payment made by or on behalf of any other Guarantor under this Guaranty or by failure of any such party to make payment, provided however, that any such payments shall reduce the Aggregate Debt Guarantor is liable for. 5.4. Agrees that his liability under this Guaranty shall be in addition to that stated in any other guaranty of parties other than the undersigned or any other guaranty that has been or may be hereafter given by any of the undersigned. 5.5. Agrees that any failure or delay by Bank to exercise any right under this Guaranty or under any other guaranty or with respect to any of the Loan Documents or otherwise with respect to the Aggregate Debt shall not be construed as a waiver of the right to exercise the same or any other right hereunder at any time and from time to time thereafter. 5.6. Consents that his obligations under this Guaranty shall not be affected by any ofBorrower's liabilities to Bank in excess of the amounts guaranteed hereunder, to the extent such liabilities result from any extension or modification of the Note or any other Loan Document; but that any payment received by Bank from Borrower may first be credited against any such excess liability. 5.7. Agrees that Bank shall have, as security for the undertakings under this Guaranty, a lien upon, a security interest in and right of set-off against all property of the undersigned now or at any time in Bank's possession in any capacity whatsoever, exercisable only upon the occurrence of default under the Note, this Guaranty or any other Loan Document. 5.8. Agrees that. Bank shall not, under any circumstances, be required to exhaust remedies or proceed against Borrower, other guarantors, sureties, parties, or any other security for the Aggregate Debt before proceeding under this Guaranty against any of the undersigned. 5.9. Agrees that under no circumstances shall. he become subrogated to the claims or liens of Bank against Borrower or any other Guarantor and that all amounts due to Bank shall have priority over any amounts, whether or not related to the Loan Documents, payable now or hereafter from Borrower to Guarantor. 5.10. Agrees that the obligations undertaken in this Guaranty shall not be affected by any provision in the Loan Documents limiting Bank's rights in any way. 3 5.11. Agrees that to the extent he controls Borrower or any other guarantor, he will neither take nor cause to be taken any action, or permit any inaction, which will violate or cause a default under any of the Loan Documents. 5.12. Agrees that all communications, notices, requests, and demands required . or permitted to be given hereunder by Bank or Guarantor to the other shall be in writing, whether or not a writing is expressly required hereby, and shall be given by: (i) personal service, (ii) first class U.S. mail, postage prepaid or (iii) overnight delivery service, charges prepaid to the parties at the following addresses: If to Guarantor: David R. Dodd II 1048 West Foxcroft Drive Camp Hill, Pennsylvania 17011 If to Bank: Commerce Bank/Harrisburg, N.A. 3801 Paxton Street P.O. Box 4999 Harrisburg, PA 17111-0999 or to such other address as either party may designate from time to time by notice to the other in the manner set forth herein. All such notices and communications shall be deemed to be have been given or made when delivered by personal service, two (2) days after being deposited in the U.S. mail or one (1) day after given to an overnight delivery service. 5.13. Waives the right to marshaling of Borrower's assets or any stay of execution and the benefit of all exemption laws, to the extent permitted by law, and other protection granted by law to guarantors or sureties, now or hereafter in effect with respect to any action or proceeding brought by Bank against him. 5.14. Agrees that no single exercise of the power to bring any action or institute any proceeding shall be deemed to exhaust such power, but such power shall continue undiminished and may be exercised from time to time as often as Bank may elect until all of Guarantor's liabilities and obligations hereunder have been satisfied. 5.15. Agrees that his liability under this Guaranty shall in no way be released or otherwise affected by the commencement, existence or completion of any proceeding against Borrower, one or more of the other guarantors or any other person or entity or otherwise with respect to the collection of the Aggregate Debt; and Bank shall be under no obligation to take any action and shall not be liable for any action taken or any failure to take action or any delay in taking action against any of the guarantors, Borrower or any other person or entity or otherwise with respect to the Aggregate Debt. 4 5.16. Waives any notice of (i) Bank's intention to act in reliance on this Guaranty, (ii) any presentment, demand, protest or notice of dishonor, nonpayment or other default with respect to the Aggregate Debt, and (iii) the commencement or prosecution of any enforcement proceeding against Borrower or any of the other guarantors or any other person or entity with respect to the Aggregate Debt or otherwise. 5.17. Represents and acknowledges that the indebtedness evidenced by the Note and secured by the Loan Documents is and, will be of direct benefit, interest and advantage to him. 5.18. Agrees not to create, or permit the creation of, any liens or encumbrances on that certain real estate and improvements thereon owned by Guarantor and located at 3000 Canby Street, Harrisburg, Dauphin County, Pennsylvania ("Canby Property"), other than (a) the mortgage granted by Guarantor to PNC Bank, National Association on or about February 6, 2002; (b) liens arising from taxes, assessments, charges, levies or claims that are not yet due or that remain payable without penalty; (c) zoning restrictions, easements, minor restrictions on the use of the Canby Property, minor irregularities in title to the Canby Property and other minor liens that do not secure the payment of money or the performance of an obligation and that do not in the aggregate materially detract from the value of the Canby Property, or materially impair its use in the business of, Guarantor; or (d) liens in favor of Bank. 6. Financial Statements. Guarantor represents and warrants to Bank that the financial statements heretofore delivered by Guarantor to Bank are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles, fairly represent the financial condition of such Guarantor as of the date thereof, and that no material change has thereafter occurred in the financial conditions reflected therein. Guarantor agrees to deliver to Bank such future financial statements and other information as are required to be delivered to Bank under any of the Loan Documents and as Bank from time to time may reasonably request. 7. Subrogation. Before payment and performance in full of the obligations of Borrower and Guarantor under the Note and any other Loan Document, Guarantor shall not have any right and shall not assert any right to be subrogated to any right of the holder of the Note. No subrogation of Guarantor shall require the holder of the Note to proceed against any person or entity or to resort to any security or to take any other action of any kind as a result of subrogation. 8. CONFESSION OF JUDGMENT. UPON ANY DEFAULT OF HIS OBLIGATIONS HEREUNDER, GUARANTOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE TO APPEAR. FOR GUARANTOR IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR IN FAVOR OF LENDER FOR ALL SUMS DUE OR TO BECOME DUE BY GUARANTOR TO LENDER UNDER THIS AGREEMENT, TOGETHER WITH 5 f , FEES OF COUNSEL AND COSTS OF SUIT AND RELEASE OF PROCEDURAL ERRORS; AND FOR DOING SO, THIS AGREEMENT OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFORE. 9. Jurisdiction Service of Process. Guarantor hereby consents to the jurisdiction of the courts of Pennsylvania and/or the United States District Court for the Middle District of Pennsylvania in any and all actions or proceedings arising hereunder or pursuant hereto, and irrevocably agrees to service of process by certified mail, return receipt requested, to his address set forth herein or such other address as each Guarantor may direct by notice to Bank. 10. Miscellaneous. The invalidity or unenforceability of any one or more provisions of this Guaranty shall not affect any other provision, and in the event that any agreement or obligation contained in this Guaranty is held to be in violation of law, such agreement or obligation shall be deemed to be the agreement or obligation of Guarantor to the fullest extent permitted by law. This Guaranty will be governed by Pennsylvania law and may be amended only by a written instrument executed by Guarantor and Bank. The obligations of each Guarantor, if there is more than one Guarantor, under this Guaranty will be joint and several. The provisions of this Guaranty will bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of Guarantor and Bank. Capitalized terms not defined herein shall have the meanings given to them in the Loan Documents. Whenever the context requires, all terms used in the singular will be construed in the plural and vice versa, and each gender will include each other gender. IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered under seal as of the date first written above. GUARANTOR: --rrr (Seal) tness David . Dodd II 6 481769v1 ? s present a sworn document setting forth in non-conclusory terms the basis of its claim before Bank obtains a writ of garnishment or a writ of attachment or a writ of execution; (e) the right to condition the issuance of a writ of garnishment or a writ of attachment or a writ of execution on notice and review and approval by an official vested with requisite jurisdiction; (f) the opportunity for or right to a prompt hearing after seizure of or levy or execution on Guarantor's property, at which hearing Bank must demonstrate the probable validity of its claim and that Guarantor voluntarily, intelligently and knowingly gave up Guarantor's constitutional right to notice and hearing prior to entry of Judgment. 3. Fully, completely and knowingly understanding these rights which Guarantor has prior to signing the Guaranty and this instrument and clearly aware that these rights will be given up, waived, relinquished and abandoned if Guarantor signs the Guaranty and this instrument, Guarantor nevertheless freely and voluntarily chooses to sign the Guaranty and this instrument, Guarantor's intentions being to give up, waive, relinquish and abandon its known rights (as described in paragraph 2 above), and subject himself to the circumstances described in paragraph 1 above. 4. Guarantor acknowledges that (a) the Guaranty and this instrument have been executed in a commercial transaction for business purposes; (b) at all times material hereto Guarantor was represented by counsel in connection with the execution of the Guaranty and every other Loan Document, and in particular the Guaranty and this instrument; and (c) Guarantor reviewed the Guaranty and this instrument with Guarantor's attorney before signing them. 5. Whenever the context of this instrument requires, all terms used in the singular will be construed in the plural and vice versa, and each gender will include each other gender. Dated this 26th day of November, 2007. GUARANTOR HAS READ THIS ENTIRE FORM. GUARANTOR FULLY UNDERSTANDS ITS CONTENTS AND INTENDS TO BE LEGALLY BOUND HEREBY. Guarantor: ZZ (SEAL) David R. Do d, II 481822vl . ' t? ?i r ? ? AN Commerce Bank April 22, 2009 VIA FEDERAL EXPRESS David R. Dodd, II 1048 West Foxcroft Drive Camp Hill, PA 17011 1110 Tunbridge Lane Mechanicsburg, PA 17050 Re: Amended and Restated Guaranty and Surety Agreement dated November 26, 2007 Dear Mr. Dodd: Pursuant to the Amended and Restated Guaranty and Surety Agreement ("Guaranty Agreement") which you executed and delivered on November 26, 2007 in favor of Commerce Bank/Harrisburg (formerly known as Commerce Bank/Harrisburg, N.A.) (the "Bank"), you guaranteed and became surety to the Bank for, inter alia, full and prompt payment of all sums payable by Cameron Real Estate, LP ("CRE") to the Bank under CRE's Amended and Restated Promissory Note executed and delivered to the Bank on November 26, 2007 (the "Note") and the Construction Loan and Security Agreement of July 17, 2006, as amended by Amendment No. 1 to Construction Loan and Security Agreement (the "Loan Agreement"). Please be advised that CRE has defaulted on its obligations under the Note and Loan Agreement, which defaults include, but are not limited to, CRE's failure to make any of the Note payments that were due on the first day of each month, beginning on July 1, 2008. As a result of CRE's defaults, on February 20, 2009, judgment was-entered in favor of the Bank and against CRE in the amount of $6,967,836.89 plus interest at the rate of $1,480.19 per day from 1/27/09 (the "Judgment"), which amount was computed as follows: Principal: $6,611,289.96 Interest through 1/27/09: $83,939.50 Late Charges: $217,329.87 Attorneys' Fees: $54,923.56 Other Expenses: $354.00 Total: $6,967,836.89 As of April 22, 2009, the current amount due and owing to the Bank from CRE under the Judgment which includes accruing interest, is $7,093,653.04. Please be further advised and notified that pursuant to your obligations under the Guaranty Agreement, you have until May 4, 2009 to pay or cause to be paid the?sum of ommerce Bank / Harrisburg PO Box 4999 3801 Paxton Street Harrisburg, PA 17111-0999 commercepc.com HA.R:89889.1 /COM288-257341 AN $7,093,653.04 to the Bank. If such payment is not received by May 4, 2009, the Bank intends to commence legal proceedings against you to enforce its rights under the Guaranty Agreement. Ver truly yours, ?-n??.yrJ? Terrence M. Monteverde Vice President HAR: 898 89. 1 /COM288-257341 -2- A f Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, Plaintiff vs. David R. Dodd II, Defendant r-,> O C= G ?y ? OO:)p '"Cf X S -t1 n Z Z CJ1 ? t'3 rn.< C-- 4 •+ _.r -< .ar IN THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA • CIVIL ACTION - LAW NO.0I0 0AI 05 a o^)0 NT AFFIDAVIT OF COMMERCIAL TRANSACTION COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS. Terrence M. Monteverde, being duly sworn according to law, deposes and says that he is Vice President - Asset Recovery Manager of Commerce Bank/Harrisburg, plaintiff herein; that he is authorized to make this affidavit for and on behalf of plaintiff; and that (1) judgment is not being entered by confession against a natural person in connection with a consumer credit transaction and (2) the Amended and Restated Guaranty and Surety Agreement containing the Warrant of Attorney upon which judgment is confessed in this litigation arises out of a commercial transaction. SWORN TO AND SUBSCRIBED BMRE ME THIS V- DAY OF BM RE 1(I I 1 .2009 NOTARY PUBLIC uUMML44VIkEALTH OF PENNSYLVANIA Notarial Seal Kell alto?, Notary Public 0156.(M WT& }a}1Daupttin County My Co.^.imission Expires Aug. 28, 2011 Member, Pennsylvania Association of Notaries V N O ? OOH ? n =?c u' ° r'rn rn Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, IN THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA Plaintiff vs. CIVIL ACTION - LAW David R. Dodd II, ; NO. (3Xq CV 056aO Defendant AFFIDAVIT THAT ACTION DOES NOT ARISE OUT OF RETAIL INSTALLMENT CONTRACT COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN Terrence M. Monteverde, being duly sworn according to law, deposes and says that he is Vice President - Asset Recovery Manager of Commerce Bank/Harrisburg, plaintiff herein; that he is authorized to make this Affidavit for and on behalf of plaintiff; and that this is not an action by a seller, holder, or assignee arising out of a retail installment sale, contract or account. ?rGr SWORN TO AND SU??aCRIBED BEF RE ME THIS. DAY OF 11 i n .2009 NOTARY NoMal Seal Kelly Walton, Notary Public C& i ? AR: 2County ?AU9. 11 Member, Pennsylvania Association of Notaries R a4 'w Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, { O o ..o= =-nc,) rniE Z to c)7.;rn ©rn< C-z -v rn C-) z ns :?.' r IN THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA Plaintiff VS. David R. Dodd II, CIVIL ACTION -/SLAW NO. C 05'6ac) IV-r Defendant AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN Terrence M. Monteverde, being duly sworn according to law, deposes and says that he is Vice President - Asset Recovery Manager of Commerce Bank/Harrisburg, plaintiff herein; that he is authorized to make this Affidavit for and on behalf of plaintiff; and that (1) defendant David R. Dodd II is not in the Armed Forces of the United States of America or its Allies or is otherwise within the purview of the Soldiers' and Sailors' Ci it Relief Act of 1940, as amended. 7 SWORN TO AND SUl §§ RIBED BE`?E ME THIS DAY OF Y 1?1 a . 2009 NOTARY COMMONWEALTH ENNSYLVANIA Notar!a! Seal Kelly Walton. Notary Public City Of Harrisburg, Dauphin County My Commission Expires Aug. 28, 2011 H,&.90i0PW99-'2M4l"i0n of Notaries Ir. .0. W% Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street/8th Floor Harrisburg, PA 17101 (717) 237-7189 Commerce Bank/Harrisburg, t_:: e+a °o r, v Dorn n?z cn o ;;r*'1 C-- rn )> z e? ? t IN THE COURT OF COMMON PLEAS : DAUPHIN COUNTY, PENNSYLVANIA Plaintiff VS. • CIVIL ACTION - LAW David R. Dodd II, NO. 01 00q ON 06BAD WT Defendant CERTIFICATION OF ADDRESSES Dino A. Ross, attorney for Plaintiff, certifies that the present address of Plaintiff, Commerce Bank/Harrisburg, is 3801 Paxton Street, Harrisburg, PA 17111; and that the last known address of Defendant, David R. Dodd Il, is 1048 West Foxcroft Drive, Camp Hill, Pennsylvania 17011 and/or 1110 Tunbridge Lane, Mechanicsburg, Pennsylvania 17050. By: Dino A. Ross Eckert Seamans Cherin & Mellott, LLC 213 Market Street, 8th Floor Harrisburg, PA 17101 (717) 237-7189 Attorneys for Plaintiff Commerce Bank/Harrisburg Dated: May 5, 2009 HAR:90146. 1 /COM288-257341 r"-#CE 4PPHohir,)TAPY OF 2009 MA Y -8 AM 10:4 2 fit" . PENN YL. ,A, itA a9.oo Pd, A ^ 4