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HomeMy WebLinkAbout09-5432Nedric L. Nissly PA Attorney I.D. No. 44233 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson(a,mwn.com Attorneys for Plaintiff, Integrity Bank INTEGRITY BANK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. NO. ti?)9 " SW; , (lio 1. l BALDWIN HOLDING COMPANY, LLC, BALDWIN REAL ESTATE MANAGEMENT, LLC, BALDWIN RE, LP, BALDWIN REI, LLC, BALDWIN GROUP VII, LP, STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Defendants CIVIL ACTION -LAW PRAECIPE TO TRANSFER JUDGMENT (Loan # 1500290450 - December 31, 2008) TO THE PROTHONOTARY: Pursuant to Pa.R.C.P. No. 3002, Integrity Bank, by and through its undersigned counsel, hereby transfers to this Court the money judgment entered in its favor in the Court of Common Pleas of Dauphin County, Pennsylvania, on July 21, 2009, in the amount of $955,378.50 (along with interest accruing at the current per diem rate of $239.80 until paid in full), at Civil Action Docket No. 2009-CV-09216-NT against Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group VII, LP; Steven Baldwin and Marcia A. Baldwin and Ryan C. Baldwin and Amanda Baldwin. An exemplified record from the Dauphin County action, which Plaintiff seeks to transfer, is attached hereto esachibit?Ps='. McNEES WALLACE & NURICK LLC Date: August 4, 2009 By Ned LNissly PA Zo;?ey I.DNo. 44233 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidsonnmwn.com Attorneys for Plaintiff, Integrity Bank In The Court of Common i3Cen of ?Daupbin Countp, i3ennop1bania Integrity Bank VS. No. 2009-CV-09216-NT Baldwin Holding Company,LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group VII, LP; Steven Baldwin and Amanda Baldwin, and Marcia A. Baldwin and Ryan C. Baldwin 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 Integrity Bank, Plaintiff and against Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group VII, LP; Steven Baldwin and Marcia A. Baldwin, and Ryan C. Baldwin and Amanda Baldwin, Defendant(s) on July 21, 2009 in said case in the amount of $955,378.50 Plus Costs. 3n Xe%timonp 39hereot, I have hereunto set my hand and affixed the seal of the Court, on Monday, August 03, 2009. Aq" Prothonotary By: CCU Deputy Date: 8/3/2009 Time: 04:07 PM Page 1 of 5 Filed: Subtype: Comment: 7/21/2009 Notes Dauphin County Complete Case History Case: 2009-CV-09216-NT Integrity Bankvs.Baldwin Holding Company, etal. Physical File: Y Appealed: N Status History Pending 7/21/2009 Pending / Judgment 7/2112009 Judge History Date Judge Reason for Removal 7/21/2009 No Judge, Current Payments Receipt Date Type McNees Wallace & Nurick, LLC 199249 8/3/2009 Miscellaneous Exemplified Record 92.00 Nissly, Nedric L (attorney for Inte 198335 7/21/2009 Civil Filing Miscellaneous Receipts Receipt Date 199249 8/3/2009 Plaintiff Name: Integrity Bank Address: Phone: Home: Employer: Litigant Type: Comment: Attorneys Nissly, Nedric L Defendant Exemplified Record Work: (Primary attorney) Name: Baldwin Holding Company Address: Phone: Home: Employer: Litigant Type: Comment: Attorneys Nissly, Nedric L Work: User: LBECHTEL Amount 92.00 35.50 Total 127.50 92.00 Sum: 92.00 SSN: DOB: Sex: Send notices: Y Send Notices SSN: DOB: Sex: Send notices: Y (Primary attorney) Send Notices Date: 8/3/2009 Time: 04:07 PM Page 2 of 5 Defendant Name: Address: Phone: Employer: Litigant Type: Comment: Attorneys Nissly, Nedric L Defendant Name: Address: Phone: Employer: Litigant Type: Comment: Attorneys Nissly, Nedric L Defendant Name: Address: Phone: Employer: Litigant Type: Comment: Attorneys Nissly, Nedric L Defendant Name: Address: Phone: Employer: Litigant Type: Comment: Attorneys Nissly, Nedric L Dauphin County Complete Case History Case: 2009-CV-09216-NT Integrity Bankvs.Baidwin Holding Company, etal. Baldwin Real Estate Management SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices Baldwin RE SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices Baldwin REI SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices Baldwin Group VII SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices User: LBECHTEL Date: 8/3/2009 Time: 04:07 PM Page 3 of 5 Defendant Dauphin County User: LBECHTEL Complete Case History Case: 2009-CV-09216-NT Integrity Bankvs.Baldwin Holding Company, etal. Name: Baldwin, Steven SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Nissly, Nedric L (Primary attorney) Send Notices Defendant Name: Baldwin, Amanda SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Nissly, Nedric L (Primary attorney) Send Notices Defendant Name: Baldwin, Marcia A SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Nissly, Nedric L (Primary attorney) Send Notices Defendant Name: Baldwin, Ryan C SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Nissly, Nedric L (Primary attorney) Send Notices Register of Actions 7/21/2009 Plai ntiff: Integrity Bank Attorney of Record: No Judge, Nedric L Nissly New Civil Case Filed This Date. No Judge, Date: 8/3/2009 Dauphin County Time: 04:07 PM Complete Case History Page 4 of 5 Case: 2009-CV-09216-NT Integrity Bankvs.Baldwin Holding Co mpany, etal. Register of Actions 7/21/2009 Filing: Complaint with Confession of No Judge, Judgment Paid by: Nissly, Nedric L (attorney for Integrity Bank) Receipt number: 0198335 Dated: 7/21/2009 Amount: $35.50 (Check) For: Integrity Bank (plaintiff) Defendant: Baldwin Holding Company No Judge, Attorney of Record: Nedric L Nissly Defendant: Baldwin Real Estate No Judge, Management Attorney of Record: Nedric L Nissly Defendant: Baldwin Re Attorney of No Judge, Record: Nedric L Nissly Defendant: Baldwin Rei, Attorney of No Judge, Record: Nedric L Nissly Defendant: Baldwin Group VII Attorney of No Judge, Record: Nedric L Nissly Defendant: Baldwin, Steven Attorney of No Judge, Record: Nedric L Nissly Defendant: Baldwin, Amanda Attorney of No Judge, Record: Nedric L Nissly Defendant: Baldwin, Marcia A Attorney of No Judge, Record: Nedric L Nissly Defendant: Baldwin, Ryan C Attorney of No Judge, Record: Nedric L Nissly On Complaint filed Judgment in No Judge, favor of Plaintiff and against Defendant in the sum of Nine Hundred Fifty-Five Thousand Three Hundred Seventy-Eight and 50/100 Dollars ($955,378.50) by virtue of authority contained in the Warrant of Attorney filed dated December 31,2008 payable installments with interest, costs, etc. ---- for colt'n. Inquisition and Exemption Waived. Entered At 3:56 p.m. Stephen E. Farina, Prothonotary Copies of all documents mailed. Judgment Order date In Favor Of Disposition Judgment 07/21/2009 Plaintiff 07/21/2009 Open Judgment Comment: 955378.50 Plaintiff: Integrity Bank Defendant: Baldwin Group VII Baldwin Holding Company Baldwin RE Baldwin Real Estate Management Baldwin RE[ Baldwin, Amanda Baldwin, Marcia A Baldwin, Ryan C Baldwin, Steven User: LBECHTEL Date: 8/3/2009 Dauphin County User: LBECHTEL Time: 04:07 PM Complete Case History Page 5 of 5 Case: 2009-CV-09216-NT U 3 zoos Integrity B I hereby certify that the foregoin is a Prothonotary/Clerk of CourtBaldwin Holding Company, etal. true and correct copy of rye on in fil 199 M f_*,Jp.0upjj0Z; w tA6k 0QCQiMEKfr MAILED INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff DAUPHIN COUNTY, PFNNSYLVANIA V. No .009- Cv 9a 0- NT BALDWIN IIOLDING COMPANY, LLC, BALDWIN RF,A1, FSTATF, MANAGl M1 N1', I.,1,C, BAI,DWIN RI?, IT, BAL,DWIN REI, LLC, BALDWIN GROUP V11, IT, STEVEN BALDWIN and MARCIA A. BAL,DWIN, acid RYAN C, BALDWIN and AMANDA BALDWIN, Defendants : CIVIL. ACTION -LAW NOTICE OF ENTRY OF JUDGMENT (Loan # 1500290450 - December 31, 2008) ,ro: (a) 425 Midway Road York Haven, Pennsylvania, 17370 Baldwin Holding Company, LLC Baldwin Real Estate Management, LLC Baldwin RE, IT Baldwin REI, LLC Baldwin Group VII, LP Ryan C. Baldwin and Amanda Baldwin (b) 835 I.:Ilis Road Forksville Pennsylvania, 18616 Steven Baldwin and Marcia A. Baldwin 08 D r U. the 0ed, You are hereby notified that on July , 2009 a judgment by confession was entered against each of you in the above-captioned case in favor of Integrity Bank as follows: Principal: $863,266.45 Accrued Interest: 13,093.15 Prepayment Penalty 34.530.50 Late Fee 674.62 Attorney Fees (5% commission): 43,817.78 Total: $955,378.50* *along with interest from and following July 17, 2009 accruing at the per diem rate of $239.80 until paid in full DATE: PRUT f ONOTARY" r IN F(MITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff DAUPHIN COUNTY, PENNSYLVANIA V. NO. o? W9? C V'? ?l o' l Le - N T BALDWIN IIOLDING COMPANY, LLC, BALDWIN RtsAL ESTATE MANAGEMENT, LLC, BALDWIN Rl,", LP, BALDWIN RLI, LLC, , BALDWIN GROUP VII, LP, STE.V1;N BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, ; Dcfcndants CIVIL ACTION -LAW CONFESSION OF JUDGMENT (Loan # 1500290450 - December 31, 2008) `' ` Pursuant to the authority contained in the Note and the Suretyship Agreements, as defined in the Complaint tiled in the above captioned case and evidenced by Exhibits A & B to said Complaint, we appear for Defendants, Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP, Baldwin REI, LLC; Baldwin Group VII, LP; Steven Baldwin, Marcia A. Baldwin, Ryan C. Baldwin and Amanda Baldwin and confess judgment against them in favor of Plaintiff; Integrity Bank, as follows: Principal: $863,266.45 Accrued Interest: 13,093.15 Prepayment Penalty 34.530.50 Late Fee 674.62 Attorney Fees (5% commission): 43,817.78 Total: $955,378.50* *along with interest from and following July 17, 2009 accruing at the per diem rate of $230,80 until paid in full McNEES WALLACE & NURICK LLC c Q D?atc: July 21, 200) y Nedric L. Nissly PA Attorney I.D. No. 44233 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson0mmwn.com Attorneys for Plaintif, , Integrity Bank Nedric L. Nissly PA Attorney I.D. No. 44233 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg;, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson(alinwn,com Attarncys fir Plaintiff, Integrity Bank INTEGRITY RANK, Plai lit iff v. •l 1 lit r , IN THfi COURT OIL COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA NO. q 009 _ CV_ Val IVT_ BAI,DWIN HOI,I)ING COMPANY, 1,I,C, 13AI,I)WIN REAL, ESTATE MANAGE'MENf, LLC, BALDWIN RI?, IT, BAI,DWIN RVI, I,I,C, BALDWIN GROUP VII, 1,13, STEVEN RAI,I)WIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA RAI,I)WIN, Dcfendhtnts CIVIL ACTION - LAW COMPLAINT FOR CONFESSION OF JUDGMENT (Loan # 1500290451) - December 31, 2008) Plaintiff, Integrity Bank, by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa.R.C.P. No. 2951(b) and in support thereof avers the following: Plaintiff, Integrity Bank (the "Bank"), is a Pennsylvania banking institution doing business at 3345 Market Street, Camp Bill, Pennsylvania, 17011. 2. Defendant, Baldwin Holding Company, LLC ("Baldwin Holding Company"), is a Pennsylvania limited liability company doing business at 425 Midway Road, York Haven, Pennsylvania, 17370. 3. Defendant, Baldwin Real Estate Management, LLC ("Baldwin Real Estate Management"), is a Pennsylvania limited liability company doing business at 425 Midway Road, York Haven, Pennsylvania, 17370. 4. Defendant, Baldwin RE, IT ("Baldwin RE"), is a Pennsylvania limited partnership doing business at 425 Midway Road, York Haven, Pennsylvania, 17370. 5. Defendant, Baldwin REi, LLC ('Baldwin REI"), is a Pennsylvania limited liability company doing business at 425 Midway Road, York [Maven, Pennsylvania, 17370. 6. Baldwin REI is the general partner of Baldwin RE. 7. Defendant, Baldwin Group VII, LP (the "Baldwin Group") is a Pennsylvania limited partnership doing business at 425 Midway Road, York Haven, Pennsylvania, 17370. 8. Baldwin Real Estate Management is the general partner of the Baldwin Group. 9. Dcfendants, Steven Baldwin and Marcia A. Baldwin ("Mr. & Mrs. Steven Baldwin"), are adult, married individuals last known residing at 835 Ellis Road, Forksville, Pennsylvania, 18616. 10. Defendants, Ryan C. Baldwin and Amanda Baldwin ("Mr. & Mrs. Ryan Baldwin"), are adult, married individuals last known residing at 425 Midway Road, York Haven, Pennsylvania, 17370. 11. On December 31, 2008, the Bank loaned Baldwin Holding Company the sum of $870,00.00 (tile "Loan") for a business purpose as evidenced by a promissory note (the "Note") dated the same. Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy of the Note (less any applicable tax identification numbers). 12. On December 31, 2008, Baldwin Real Estate Management, Baldwin RE, Baldwin RIii, the Baldwin (Troup, Mr. & Mrs. Steven Baldwin and Mr. & Mrs. Ryan Baldwin (collectively the "Sureties") agreed to act as unconditional sureties for, among other things, the prompt payment of the debts when due under the Note and immediately thereafter each executed unconditional guaranty and suretyship agreements evidencing their obligations to the Bank (collectively the "Suretyship Agreements"). Attached hereto as Exhibit B and incorporated herein by reference are true and correct copies of the Suretyship Agreements (less any applicable tax identification and social security numbers). 13. Baldwin Holding Company has defaulted under the Note as a result of failing to make various payments when due thereunder. 14. The Sureties have defaulted under their applicable Suretyship Agreements as a result of tailing to promptly pay the debts due under the Note. 15. Baldwin Holding Company has no right to cure its payment defaults under the Note. 16. The Sureties have no right to cure their defaults under the Suretyship Agreements. IT The Bank has accelerated the entire indebtedness due and owing under the Note as it result or the various payment defaults by Baldwin Holding Company. 18. The Note and the Suretyship Agreements, as well as applicable law, do not require the Bank to provide notice prior to accelerating the indebtedness thereunder and/or provide for any right to cure these payment defaults. 19, The Note provides that upon a default thereunder the Bank may confess judgment against Baldwin I folding Company for the entire principal balance due and owing thereunder along with accrued interest, late fees, satisfaction fees, prepayment penalties, costs of suit and the greater of $5,000.00 or an attorney's commission of 5% of the principal and interest due and owing thereunder along with interest on the judgment at 10.00%. 20. The Suretyship Agreements provide that upon a default thereunder the Bank may confess judgment against the Sureties for the entire principal balance due and owing thereunder along with accrued interest, late ices, satisfaction fees, prepayment penalties, costs of suit and the greater of $5,000.00 or an attorney's commission of 5% of the principal and interest due and owing thereunder along with interest on the judgment at 10.00%. 21. The total sums due and owing under the Note and the Suretyship Agreements as ol'July 17, 2009 are itemized as follows: Principal: $863,266.45 Accrued Interest: 13,093.15 Prepayment Penalty 34.530.50 Late Fee 674.62 Attorney Fees (5% commission): 43,817.78 't'otal: $955,378.50* *along with interest from and following July 17, 2009 accruing; at the per diem rate of $239.80 until paid in full (the "Indebtedness"). 22. All conditions precedent have been satisfied to allow the Bank to confess judgment for the Indebtedness, against Baldwin Holding Company under the Note and the Sureties under the Suretyship Agreements. 23. The Bank is the holder of the Note and the Suretyship Agreements. 24. The Note and the Suretyship Agreements were executed and delivered in connection with a business transaction and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 25. Judgment has not been Confessed or entered under the Note or the Suretyship Agreements in any other jurisdiction. 26, The 5% attorney's fee commission included in the confessed judgment is authorized under the Note and the Suretyship Agreements are being used to calculate a sum certain for purposes of confessing judgment; however, the Bank will only seek and recover its actual and reasonable attorney's fees for costs of collection in this matter in an amount not less than $5,000.00. WI IEREFORE, Plaintiff, Integrity Bank, hereby requests this Court to enter judgment by confession against Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP, Baldwin REI, LLC; Baldwin Group VII, LP; Steven Baldwin, Marcia A. Baldwin, Ryan C. Baldwin and Amanda Baldwin in the amount of $955,378.50 as of July 17, 2009 along with interest accruing at the per diem rate of $239.80 until paid in full. McNEES WALLACE & NURICK LLC Datc: July 21, 2009 By,___ Nedric L. Nissly --T PA Attorney I.D. No. 44233 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg;, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cavidson ahmwncom, Attorneys fir Plaintifj,' Integrity Bank VERIFICATION 1, Robert K. Day, Executive Vice President of Integrity Bank, verify that I am authorized to make this verification on behalf of Integrity Bank, and that the facts contained in the foregoing Complaint for Confession of Judgment arc true and correct to the best of my knowledge, information and belief and that the same are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. Rob rt K. Day, Executive Vice President of Integrity Bank rommirp. - E - --- -IMMUNNINkUm PROMISSORY NOTE $870,000 December 31, 2008 FOR VALUE RECEIVED, BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company (the "Borrower"), with an address at 425 Midway Road, York Haven, Pennsylvania 17370, promises to pay to the order of INTEGRITY BANK, a Pennsylvania banking institution, its successors and assigns (the "Bank"), in lawful money of the United States of America in immediately available funds at its offices located at 3345 Market Street, Camp Hill, Pennsylvania 17011, or at such other location as the holder of this Promissory Note (this "Note") may designate from time to time, the principal sum of Eight Hundred Seventy Thousand Dollars ($870,000) or so much thereof as may be disbursed by the Bank to the Borrower pursuant to the terms of a Loan Agreement of even date herewith by and between Bank and Borrower (the "Agreement"), together with interest accruing on the outstanding principal balance from the date hereof at the rate or rates hereinafter specified and any other sums which my be owing to the Bank by the Borrower pursuant to this Note, as provided herein. Certain of the terms and conditions used in this Note are defined in the Agreement. The following additional terms shall apply to this Note: Rate of interest. a. From the date hereof until December 31, 2013 (the "Fixed Rate Period"), amounts outstanding under this Note will bear interest at the fixed rate of seven percent (7.00%) per annum (the "Fixed Rate"). b. From December 31, 2013 until the Maturity Date (the "Floating Rate Period"), amounts outstanding under this Note will bear interest at a floating rate per annum (the "Floating Rate"), which is at all times equal to the Prime Rate (as defined below) plus one percent (1.00%). Interest will be calculated on the basis of a year of 360 days for the actual number of days in each Interest period. As used herein, "Prime Rate" shall mean the rate published from time to time as the "prime rate" in the Money Rates table of The Wall Street Journal. The Prime Rate does not necessarily reflect the lowest rate of interest actually charged by the Bank to any particular class or category of customers. If and when the Prime Rate changes, the Floating Rate will change automatically without notice to the Borrower, effective on the date of any such change. In no event will the rate of interest hereunder exceed the maximum rate allowed by law. 2. Payment Terms. Principal and interest will be payable as follows: a. Commencing on January 31, 2009 and continuing on the last day of each month thereafter until the Maturity Date, level monthly payments of principal and interest shall be due and payable at the interest rate then in effect, based on a twenty (20) year amortization schedule. During the Floating Rate Period, principal and Interest shall be due in consecutive monthly payments over the remaining term of the Loan and shall be scheduled by the Bank on an annual basis, based on the Prime Rate then in effect. Bank shall have the absolute right to adjust the monthly payments at any time during the Floating Rate Period to allow the Loan to fully amortize over the remaining term until the Maturity Date. (A1444612:1) b. Any unpaid principal together with interest due thereon if not sooner paid shall be due and payable on December 31, 2028 (the "Maturity Date"). Notwithstanding the foregoing or anything to the contrary herein, the Bank shall have the right to demand and enforce payment of the full principal balance outstanding, together with all accrued and unpaid interest at any time on each fifth (5'") anniversary ("Anniversary Date") of the date hereof. Bank shall be required to give Borrower written notice of its demand at least ninety (90) days prior to the Anniversary Date. If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the laws of the Commonwealth of Pennsylvania, such payment shall be made on the next succeeding business day and such extension of time shall be included in computing interest in connection with such payment. From and after the occurrence of an Event of Default (as hereinafter defined) the Borrower hereby authorizes the Bank to charge the Borrower's deposit account at the Bank for any payment when due. Payments received will be applied to charges, fees and expenses (including attorneys' fees), accrued interest and principal in any order the Bank may choose, in its sole discretion. 3. Late Payments: Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within ten (10) calendar days of the date due and payable, the Borrower also shall pay to the Bank a late charge equal to five percent (5.00%) of the amount of such payment (the "Late Charge"). Such ten (10) day period shall not be construed in any way to extend the due date of any such payment. Upon maturity, whether by acceleration, demand or otherwise, and at the Bank's option upon the occurrence of any Event of Default (as hereinafter defined) and during the continuance thereof, this Note shall bear interest at a rate per annum (based on a year of 360 days and actual days elapsed) which shall be three percent (3.00%) in excess of the interest rate in effect from time to time under this Note but not more than the maximum rate allowed by law (the "Default Rate"). The Default Rate shall continue to apply whether or not judgment shall be entered on this Note. Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of defraying the Bank's expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, the Bank's exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the Bank cannot be estimated with certainty and without difficulty. 4. Strallaht Line of Credit. This Note evidences a straight, non-revolving, line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. 5. Prepayment. During the Fixed Rate Period, upon any prepayment by or on behalf of the Borrower (whether voluntary, on default or otherwise), a prepayment fee (the "Prepayment Fee") will be charged by the Bank. The Prepayment Fee shall be equal to five percent (5.00%) of the outstanding principal balance of the Note at the time of prepayment, if the prepayment occurs within one (1) year of the date hereof (the "First Year"). If the prepayment occurs after the First Year, the Prepayment Fee shall be reduced by one percent (1.00%) for each complete year elapsed after the First Year. Notwithstanding anything to the contrary, no Prepayment Fee shall be due or payable if Borrower prepays the Loan from (A1444612:1) 2 internally generated funds or if Borrower prepays the Loan with proceeds from the sale of any of the Mortgaged Property. During the Floating Rate Period, the Loan may be prepaid in whole or in part without any prepayment fee. 6. Other Loan Documents. This Note Is Issued in connection with the Agreement, the Security Documents and the other agreements and documents executed in connection therewith or referred to therein, the terms of which are incorporated herein by reference (as amended, modified or renewed from time to time, collectively the "Loan Documents"), and Is secured by the property described in the Loan Documents and by such other collateral as previously may have been or may in the future be granted to the Bank to secure this Note. 7. Events of Default. The occurrence of any of the following events will be deemed to be an "Event of Default" under this Note. (i) the nonpayment of any principal, interest or other indebtedness under this Note for a period of ten (10) days following the date on which such principal, interest or other payment was due; (ii) the occurrence of any event of default or default and the lapse of any notice or cure period under any Loan Document or any other debt, liability or obligation to the Bank of any Obligor; (III) the filing by or against any Obligor of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 60 days of the commencement thereof); (Iv) any assignment by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any property of any Obligor held by or deposited with the Bank; (v) a default with respect to any other indebtedness of any Obligor for borrowed money in excess of $25,000, If the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor to the Bank; (vii) the entry of a final judgment against any Obligor in excess of $25,000 and the failure of such Obligor to discharge the judgment or otherwise bond off any judgment lien resulting therefrom within thirty (30) days of the entry thereof; (viii) any material adverse change in any Obligor's business, assets, operations, financial condition or results of operations; (ix) any Obligor ceases doing business as a going concern; (x) the revocation or attempted revocation, in whole or in part, of any guarantee by any Guarantor; (xi) the death or legal incompetency of either Ryan C. Baldwin or Marcia A. Baldwin; (xii) any representation or warranty made by any Obligor to the Bank in any Loan Document, or any other documents now or in the future evidencing or securing the obligations of any Obligor to the Bank, proves to be false, erroneous or misleading in any material respect as of the date made; or (xili) any Obligor's failure to observe or perform any covenant or other agreement with the Bank contained in any Loan Document or any other documents now or in the future evidencing or securing the obligations of any Obligor to the Bank. As used herein, the term "Obligor" means the Borrower and the Guarantor, and the term "Guarantor" means any guarantor of the Borrower's obligations to the Bank existing on the date of this Note or thereafter. Upon the occurrence of an Event of Default: (a) the Bank shall be under no further obligation to make advances hereunder; (b) if an Event of Default specified in clause fill) or (Iv) above shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder, at the Bank's option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the Bank's option, this Note will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (e) the Bank {A1444612;1) 3 may exercise from time to time any of the rights and remedies available under the Loan Documents or under applicable law. 8. Power to Confess Judement. The Borrower hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Borrower and, with or without complaint filed, confess judgment, or a series of judgments, against the Borrower In favor of the Bank or any holder hereof for the entire principal balance of this Note, all accrued interest and all other amounts due hereunder or under any of the other Loan Documents, together with costs of suit and an attorney's commission of the greater of 5% of such principal and interest or $5,000 added as a reasonable attorney's fee, and for doing so, this Note or a copy verified by affidavit shall be a sufficient warrant. The Borrower hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. Interest on the principal balance portion of the judgment shall accrue at the Default Rate. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and It may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment In full of the debt, Interest and costs. Notwithstanding the attorney's commission provided for in the preceding paragraph (which is included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Bank may recover from the Borrower shall not exceed the actual attorneys' fees incurred by the Bank. 9. Richt of Setoff. In addition to all liens upon and rights of setoff against the Borrower's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Borrower's obligations to the Bank under this Note and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Borrower hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Borrower's right, title and interest in and to, all of the Borrower's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Borrower following the occurrence of an Event of Default. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. 10. Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing (except as may be agreed otherwise above with respect to borrowing requests) and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Bank and the Borrower set forth above or to such other address as either may give to the other in writing for such purpose. No delay or omission on the Bank's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank's action or inaction impair any such right or power. No modification, amendment or waiver of any fA1444612:1) 4 provision of this Note nor consent to any departure by the Borrower therefrom will be effective unless made in a writing signed by the Bank. The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank In the enforcement of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Bank's counsel. If any provision of this Note is found to be invalid by a court, all the other provisions of this Note will remain in full force and effect. The Borrower and all other makers and indorsers of this Note hereby forever waive presentment, protest, notice of dishonor and notice of non-payment. This Note shall bind the Borrower and Its successors and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however, that the Borrower may not assign this Note in whole or in part without the Bank's written consent and the Bank at any time may assign this Note in whole or in part. This Note has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Note will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. 11. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Borrower acknowledges that it has read and understands all the provisions of this Note, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. BORROWER: WITNESS: BALDWIN HOLDING COMPANY LLC, a Pennsvlvapla limited liability ?4oanv r By (SEAL) yen C. aldwin, Manager JA1444612:1 } 5 DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN HOLDING COMPANY, LLC 425 Midway Road York Haven, Pennsylvania 17370 Lender INTEGRITY BANK 3348 Market Street Camp Hill, Pennsylvania 17011 The undersigned has executed, and/or is executing, on or about the date hereof, the following document under which the undersigned Is obligated to repay monies to Lender: Promissory Note - $870,000 A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT) AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions In the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel in connection with,the above documents. D. The undersigned hereby certifies: that its annual income exceeds $10,000; that all references to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. Dated: December 31, 2008 WITNESS: BALDWIN HOLDING COMPANY, LLC, a Pennsylvanip limited liability company (A1444612:1) By AFL C C. Baldwin, Manager 6 SEAL) EXHIBIT: GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of December 31, 2008, by BALDWIN REAL ESTATE MANAGEMENT, LLC, a Pennsylvania limited liability company ("Guarantor"), with an address at 425 Midway Road, York Haven, Pennsylvania 17370, in consideration of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution, its successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp Hill, Pennsylvania 17011 to BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company (the "Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees, and becomes surety for, the prompt payment and performance of: all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, Including reasonable attorneys' fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Bank, Until the Obligations are indefeasibly paid in full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaranty: Waivers. This is a guaranty of payment and not of collection and the Bank shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to It with respect to any other person who may be liable for the payment of the Obligations. This Is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been Indefeasibly paid in full, and the Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is {A1444624:1 ? no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Bank of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Bank, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Bank's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Bank at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Bank may determine in its sole discretion; (d) settle, compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Bank deems appropriate in its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein. 3. Repayments or Recovery from the Bank. If any demand is made at any time upon the Bank for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Bank. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any,such contrary action so taken will be without prejudice to the Bank's rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable. 4. Financial Statements. Unless compliance Is waived in writing by the Bank or until all of the Obligations have been paid In full, the Guarantor will promptly submit to the Bank such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Bank may reasonably request. 5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's (Al 444624:1} -2- liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as If any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding. 6. Events of Default. The occurrence of any of the following shall be an "Event of Default": (i) any Event of Default (as defined in any of the Loan Documents); (ii) any default under any of the Loan Documents that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (III) demand by the Bank under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Bank by or on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstanding amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall immediately deposit with the Bank, in U.S. dollars, the outstanding amount of the Obligations, and the Bank may at any time use such funds to repay the Obligations; or (c) the Bank in Its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank in its discretion may exercise from time to time any other rights and remedies available to It at law, in equity or otherwise. 7. RlgjA of Setoff. In addition to all liens upon and rights of setoff against the Guarantor's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantor's obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security Interest in and a contractual right of setoff against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Guarantor's right, title and Interest in and to, all of the Guarantor's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Guarantor. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. 8. Collateral. This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Bank and by such other collateral as previously may have been or may in the future be granted to the Bank to secure any obligations of the Guarantor to the Bank. 9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the Incurring or payment thereof at the Default Rate (as defined in any of the Obligations). {A1444624:1) -3- 10. Postponement of Subrogation. Until the Obligations are indefeasibly paid in full, the Guarantor irrevocably postpones and subordinates in favor of the Bank any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 11. Power to Confess Judgment. The Guarantor hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor in favor of the Bank for the amount of the Obligations, together with interest thereon at the Default Rate set forth in the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and interest or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment in full of the outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for In the preceding paragraph (which is included In the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Bank may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank. 12. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Bank and the Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 13. Preservation of Rights. No delay or omission on the Bank's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor,will the Bank's action or inaction impair any such right or power. The Bank's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations, 14. i le all . In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 15. Changes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless (A1444624:1) -4- made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 16. Entire Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not In substitution for, any other guarantees from the Guarantor to the Bank. 17. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Guarantor may not assign this Guaranty in whole or in part without the Bank's prior written consent and the Bank at any time may assign this Guaranty in whole or in part. 18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or° shall be deemed to include "and/or", the words "including", "Includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are Included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 19. Indemni . The Guarantor agrees to indemnify each of the Bank, its directors, officers and employees and each legal entity, if any, who controls the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; row vided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 20. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue (A1444624:1) -5- provided above is the most convenient forum for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient foram in any action instituted under this Guaranty. 21. WAIVER OF JURY TRIAL, THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. GUARANTOR: WITNESS: BALDWIN REAL ESTATE MANAGEMENT, LLC, a Pennsylvania limited liability company By:. Baldwin Holding Company, LLC, a Pennsylvania limited liability company, its sole member By (SEAL) yen C. Baldwin, Manager JA1444624:11 -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN REAL ESTATE MANAGEMENT, LLC 425 Midway Road York Haven, Pennsylvania 17370 Lender: INTEGRITY BANK 3345 Market Street Camp Hill, Pennsylvania 17011 The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT. THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT) AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions in the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel in connection with the above documents. D. The undersigned hereby certifies: that its annual income exceeds $10,000; that all references to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. Dated as of December 31, 2008 WITNESS: J f. i GUARANTOR: BALDWIN REAL ESTATE MANAGEMENT, LLC, a Pennsylvania limited liability company By: Baldwin Holding Company, LLC, a Pennsylvania limited liability company, its sole member By (SEAL) yan C. Baldwin, Manager (A1444624:1) -7- Dated as of December 31, 2008 GUARANTOR: WITNESS: BALDWIN GROUP VII, LP, a Pennsylvania limited partnership By: Baldwin Real Estate Management, LLC, a Pennsylvania limited liability company, its sole general partner By: Baldwin Holding Company, LLC, a Pennsylvania limited liability company, its sole member BY C/ (SEAL) yan C. Baldwin, Manager (A1444626:1) -8- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of December 31, 2008, by BALDWIN RE, LP, a Pennsylvania limited partnership ("Guarantor"), with an address at 425 Midway Road, York Haven, Pennsylvania 17370, In consideration of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution, its successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp Hill, Pennsylvania 17011 to BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company (the "Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees, and becomes surety for, the prompt payment and performance of: all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest Is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or In any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Bank. Until the Obligations are indefeasibly paid in full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaranty: Walvers. This is a guaranty of payment and not of collection and the Bank shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. This is an absolute, unconditional, Irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been Indefeasibly paid In full, and the Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is {A1444625:11 no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Bank of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain Its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Bank, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Bank's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Bank at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower In such order, manner and amount as the Bank may determine in its sole discretion; (d) settle, compromise or deal with any other person, Including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Bank deems appropriate in its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein. 3. Reaayments or Recovery from the Bank. If any demand is made at any time upon the Bank for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Bank. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Bank's rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable. 4. Financial tatementa. Unless compliance Is waived in writing by the Bank or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Bank such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Bank may reasonably request. 5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's (A1444626:1} -2- liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as If any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding. 6. Events of Default. The occurrence of any of the following shall be an "Event of Default"! (i) any Event of Default (as defined in any of the Loan Documents); (ii) any default under any of the Loan Documents that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (iii) demand by the Bank under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Bank by or on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstanding amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall immediately deposit with the Bank, in U.S. dollars, the outstanding amount of the Obligations, and the Bank may at any time use such funds to repay the Obligations; or (c) the Bank in its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Rlaht of Setoff. In addition to all liens upon and rights of setoff against the Guarantor's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantor's obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security interest In and a contractual right of setoff against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Guarantor. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. 8. Collateral. This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Bank and by such other collateral as previously may have been or may in the future be granted to the Bank to secure any obligations of the Guarantor to the Bank. 9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, Including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be Included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations). (A1444825:1) -3- 10. Postponement of Subrogation. Until the Obligations are indefeasibly paid in full, the Guarantor irrevocably postpones and subordinates in favor of the Bank any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 11. Power to Confess Judament. The Guarantor hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor in favor of the Bank for the amount of the Obligations, together with interest thereon at the,Default Rate set forth In the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and interest or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors In said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment in full of the outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for in the preceding paragraph (which is included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Bank may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank. 12. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Bank and the Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 13. Preservation of Rights. No delay or omission on the Bank's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank's action or inaction impair any such right or power. The Bank's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 14. 11119aality. In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 15. Changes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless JA1444625:1 } -4. made in a writing signed by the Bank, and then such waiver or consent shall be effective only In the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 16. Entire Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Bank. 17. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, h w ver, that the Guarantor may not assign this Guaranty In whole or in part without the Bank's prior written consent and the Bank at any time may assign this Guaranty in whole or in part. 18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 19. Indemnity. The Guarantor agrees to indemnify each of the Bank, its directors, officers and employees and each legal entity, if any, who controls the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; Provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 20. Governina- Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Bank from bringing any action, enforcing any award or Judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue (A1444625:1) -5- provided above is the most convenient forum for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 21. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, Including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. GUARANTOR: WITNESS: BALDWIN RE, LP, a Pennsylvania limited partnership By: Baldwin REI, LLC, a Pennsylvania limited liability company, its sole general partner --ter By - (SEAL) /,11"-Ryan C. Baldwin, Member (A1444625:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN RE, LP 425 Midway Road York Haven, Pennsylvania 17370 Lender: INTEGRITY BANK 3345 Market Street Camp Hill, Pennsylvania 17011 The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and Suretyship Agreement In respect of the obligations owed to Lender by BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT Is ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT Of THE JUDGMENT, BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT) AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions in the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel In connection with the above documents. D. The undersigned hereby certifies: that its annual income exceeds $10,000; that all references to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. Dated as of December 31, 2008 WITNESS: GUARANTOR: BALDWIN RE, LP, a Pennsylvania limited partnership By: Baldwin REI, LLC, a Pennsylvania limited liability company, its sole general partner BY ?-?- (SEAL) yan C. Baldwin, Member JA1444625:1 } -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of December 31, 2008, by BALDWIN REI, LLC, a Pennsylvania limited liability company ("Guarantor"), with an address at 425 Midway Road, York Haven, Pennsylvania 17370, in consideration of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution, its successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp Hill, Pennsylvania 17011 to BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company (the "Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees, and becomes surety for, the prompt payment and performance of: all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise In connection with any of the foregoing, including reasonable attorneys' fees and expenses (collectively, the "Obligations"), If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Bank. Until the Obligations are indefeasibly paid in full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaranty: Waivers. This is a guaranty of payment and not of collection and the Bank shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid In full, and the Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is (A1444627:1) no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Bank of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Bank, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Bank's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or Impairment of collateral. The Bank at any time and from time to time, without notice to or the consent of the Guarantor, and without Impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Bank may determine in its sole discretion; (d) settle, compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Bank deems appropriate in Its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein. 3. Repayments or Recovery from the Bank. If any demand is made at any time upon the Bank for the repayment or recovery of any amount received by it In payment or on account of any of the Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Bank. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Bank's rights hereunder and will be deemed to have been conditioned upon such payment having become final and Irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Bank or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Bank such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Bank may reasonably request. 5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's (A1444627:1) -2- liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as If any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding. 6. Events of Default. The occurrence of any of the following shall be an "Event of Default": (i) any Event of Default (as defined in any of the Loan Documents); (ii) any default under any of the Loan Documents that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (iii) demand by the Bank under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Bank by or on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstanding amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall immediately deposit with the Bank, in U.S. dollars, the outstanding amount of the Obligations, and the Bank may at any time use such funds to repay the Obligations; or (c) the Bank In Its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Right of Setoff. In addition to all liens upon and rights of setoff against the Guarantor's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantor's obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security Interest in and a contractual right of setoff against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor's deposits, moneys, securities and other property now or hereafter In the possession of or on deposit with, or in transit to, the Bank, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Guarantor. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. 8. Collateral. This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Bank and by such other collateral as previously may have been or may in the future be granted to the Bank to secure any obligations of the Guarantor to the Bank. 9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations). (A1444627:1) -3- 10. Postponement of Subrogation. Until the Obligations are indefeasibly paid in full, the Guarantor Irrevocably postpones and subordinates in favor of the Bank any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 11. Power to Confess Judsament. The Guarantor hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor in favor of the Bank for the amount of the Obligations, together with interest thereon at the Default Rate set forth in the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and interest or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment in full of the outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for in the preceding paragraph (which is Included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Bank may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank. 12. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Bank and the Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 13. Preservation of Rights. No delay or omission on the Bank's part to exercise any right or power arising hereunder will Impair any such right or power or be considered a waiver of any such right or power, nor will the Bank's action or inaction impair any such right or power. The Bank's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 14. Ille all . In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 15. Chanoes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless (A1444627:1) -4- made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 18. Entire Aureement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Bank. 17. Successors and Assions. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Guarantor may not assign this Guaranty in whole or In part without the Bank's prior written consent and the Bank at any time may assign this Guaranty in whole or in part. 18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 19. Indemnity. The Guarantor agrees to indemnify each of the Bank, its directors, officers and employees and each legal entity, if any, who controls the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; Provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at Its expense in the defense of any such claim. 20. Governing Law and Jurlsdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor Individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue (A1444627:1) -5- provided above is the most convenient forum for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 21. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. GUARANTOR: WITNESS: BALDWIN REI, LLC, a Pennsylvania limited lip By gnC. Baldwin, company SEAL) (A1444627:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN REI, LLC 425 Midway Road York Haven, Pennsylvania 17370 Lender: INTEGRITY BANK 3345 Market Street Camp Hill, Pennsylvania 17011 The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT) AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions in the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel In connection with the above documents. D. The undersigned hereby certifies: that Its annual Income exceeds $10,000; that all references to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. Dated as of December 31, 2008 WITNESS: (A1444627:1) GUARANTOR: BALDWIN REI, LLC, a Pennsylvania limited lability company By Aiz. (SEAL) an C. 19aldw(n, Sole Member -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of December 31, 2008, by BALDWIN GROUP VII, LP, a Pennsylvania limited partnership ("Guarantor"), with an address at 425 Midway Road, York Haven, Pennsylvania 17370, in consideration of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution, its successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp Hill, Pennsylvania 17011 to BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company (the "Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees, and becomes surety for, the prompt payment and performance of: all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any Insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other Instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Bank. Until the Obligations are indefeasibly paid In full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaranty: Waivers. This is a guaranty of payment and not of collection and the Bank shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid in full, and the Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even if there is fA1444626:1) no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Bank of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Bank, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Bank's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Bank at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized Including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Bank may determine in its sole discretion; (d) settle, compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Bank deems appropriate in its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein. 3. Repayments or Recovery from the Bank. If any demand is made at any time upon the Bank for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Bank. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any.such contrary action so taken will be without prejudice to the Bank's rights hereunder and will be deemed to have been conditioned upon such payment having become final and irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Bank or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Bank such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Bank may reasonably request. 5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's fA1444626:1) -2- liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding. 6. Events of Default. The occurrence of any of the following shall be an "Event of Default": (I) any Event of Default (as defined in any of the Loan Documents); (11) any default under any of the Loan Documents that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (iii) demand by the Bank under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Bank by or on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstanding amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall immediately deposit with the Bank, in U.S. dollars, the outstanding amount of the Obligations, and the Bank may at any time use such funds to repay the Obligations; or (c) the Bank in its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank in its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Right of Setoff. In addition to all liens upon and rights of setoff against the Guarantor's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantor's obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Guarantor. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. a. Collateral. This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Bank and by such other collateral as previously may have been or may in the future be granted to the Bank to secure any obligations of the Guarantor to the Bank. 9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations). 01444626:1) -3- 10. Postponement of Subrogation. Until the Obligations are indefeasibly paid in full, the Guarantor irrevocably postpones and subordinates in favor of the Bank any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 11. Power to Confess Judgment. The Guarantor hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor in favor of the Bank for the amount of the Obligations, together with interest thereon at the Default Rate set forth in the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and Interest or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appralsement, stay or exemption laws of any state now In force or hereafter enacted. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voldable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment in full of the outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for in the preceding paragraph (which is included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Bank may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank. 12. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Bank and the Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 13. Preservation of Rights. No delay or omission on the Bank's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank's action or inaction impair any such right or power. The Bank's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 14. Ille all . In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 15. Changes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless (A1444626:11 -4- made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 16. Entire Agreement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Bank. 17. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Guarantor may not assign this Guaranty in whole or in part without the Bank's prior written consent and the Bank at any time may assign this Guaranty in whole or in part. 18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 19. Indemni . The Guarantor agrees to indemnify each of the Bank, its director;, officers and employees and each legal entity, if any, who controls the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; Provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 20. Governinsa Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor Individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue 01444626:1) -5- provided above is the most convenient forum for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 29. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, Including the confession of judgment and waiver of jury trial, and has been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under sea(, as of the date first written above, with the intent to be legally bound hereby. GUARANTOR: WITNESS: BALDWIN GROUP VII, LP, a Pennsylvania limited partnership By: Baldwin Real Estate Management, LLC, a Pennsylvania limited liability company, its sole general partner By: Baldwin Holding Company, LLC, a Pennsylvania limited liability company, its sole member (SEAL) /?`R C. Baldwin, Manager W444026:11 .6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN GROUP VII, LP 425 Midway Road York Haven, Pennsylvania 17370 Lender: INTEGRITY BANK 3345 Market Street Camp Hill, Pennsylvania 17011 The undersigned has executed, and/or is executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT 15 ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVE$ ITS RIGHTS TO NOTICE AND A HEARING (BUT NOT THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT) AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certifies that a representative of Lender specifically called the confession of judgment provisions in the above documents to the attention of the undersigned, and/or that the undersigned was represented by legal counsel in connection with the above documents. D. The undersigned hereby certifies: that its annual Income exceeds $10,000; that all references to "the undersigned" above refer to the entity signing below; and that the undersigned received a copy hereof at the time of signing. (SIGNATURES APPEAR ON FOLLOWING PAGE] (A1444626:1 } -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of December 31, 2008, by STEVEN BALDWIN and MARCIA A. BALDWIN, husband and wife (collectively, the "Guarantor"), who reside at RR 1, Box 1196, Forksvllle, Pennsylvania 18616, in consideration of the extension of credit by INTEGRITY BANK, a Pennsylvania banking institution, its successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp Hill, Pennsylvania 17011 to BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company (the "Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees, and becomes surety for, the prompt payment and performance of: all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the tiling of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-fiiing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole In connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Bank. Until the Obligations are Indefeasibly paid in full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature o G aranty. • Waivers. This is a guaranty of payment and not of collection and the Bank shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain in full force and effect until all of the Obligations have been indefeasibly paid In full, and the Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even If there is (A1444628:1} no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Bank of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Bank, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Bank's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Bank at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Bank may determine in its sole discretion; (d) settle, compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Bank deems appropriate in its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein. 3. Re a ments or Recovery from the Bank. If any demand is made at any time upon the Bank for the repayment or recovery of any amount received by it in payment or on account of any of the Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as If such amount had never been received originally by the Bank. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any.such contrary action so taken will be without prejudice to the Bank's rights hereunder and will be deemed to have been conditioned upon such payment having become final and Irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Bank or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Bank such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Bank may reasonably request. 5. Enforceability of Obligations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's {A1444828:1} -2- liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding. 6. Events of Default. The occurrence of any of the following shall be an "Event of Default": (i) any Event of Default (as defined in any of the Loan Documents); (ii) any default under any of the Loan Documents that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (III) demand by the Bank under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Bank by or on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstanding amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall immediately deposit with the Bank, in U.S. dollars, the outstanding amount of the Obligations, and the Bank may at any time use such funds to repay the Obligations; or (c) the Bank In its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank in Its discretion may exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Riaht of Setoff. In addition to all liens upon and rights of setoff against the Guarantor's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantor's obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Guarantor's right, title and Interest in and to, all of the Guarantor's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Guarantor. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter such setoff on its books and records at a later time. a. Collateral. This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Bank and by such other collateral as previously may have been or may in the future be granted to the Bank to secure any obligations of the Guarantor to the Bank. 9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included in the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations). (A1444828:1) -3- 10. Postponement of Subrogation. Until the Obligations are indefeasibly paid in full, the Guarantor irrevocably postpones and subordinates in favor of the Bank any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 11. Power to Confess Judgment. The Guarantor hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor in favor of the Bank for the amount of the Obligations, together with interest thereon at the Default Rate set forth in the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and interest or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now In force or hereafter enacted. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be Invalid, voidable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment In full of the outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for In the preceding paragraph (which is Included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Bank may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank. 12. Notices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Bank and the Guarantor set forth above or to such other address as one may give to the other In writing for such purpose. 13. Preservation of Rights. No delay or omission on the Bank's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor.will the Bank's action or inaction impair any such right or power. The Bank's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 14. Illegal ' . In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable In any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 15. Changes in Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless (A1444628:1) -4- made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 16. Entire Aureement. This Guaranty (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Bank. 17. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Guarantor may not assign this Guaranty in whole or in part without the Bank's prior written consent and the Bank at any time may assign this Guaranty in whole or in part. 18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty Is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 19. Indemnity. The Guarantor agrees to indemnify each of the Bank, its directors, officers and employees and each legal entity, if any, who controls the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; provided, however, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 20. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas in Cumberland County, Pennsylvania; provided that nothing contained in this Guaranty will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue (A1444628:11 -5- provided above is the most convenient forum for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action Instituted under this Guaranty. 21. Equal Credit Opportunity Act. If the Guarantor is not an "applicant for credit" under Section 202.2 (e) of the Equal Credit Opportunity Act of 1974 ("ECOA"), the Guarantor acknowledges that (i) this Guaranty has been executed to provide credit support for the Obligations, and (ii) the Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of the ECOA. 22. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Guarantor acknowledges that they have read and understand all the provisions of this Guaranty, including the confession of judgment and waiver of jury trial, and have been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. WITNESS: GUARANTOR: -`' ? •? • EVEN BALDWIN (SEAL) s .4.!?. IA . BALDWIN (SEAL) (A1444628:1) -8- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: STEVEN BALDWIN and MARCIA A. BALDWIN RR 1, Box 1196, Forksville, Pennsylvania 18616 Lender: INTEGRITY BANK 3345 Market Street Camp Hill, Pennsylvania 17011 The undersigned have executed, and/or are executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by BALDWIN HOLDING COMPANY, LLC, a Pennsylvania Ilmited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGE AND AGREE THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF THEIR RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST THEM BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVE THESE RIGHTS AND EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST THEM BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGE AND AGREE THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF THEIR RIGHTS AFTER JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVE THEIR RIGHTS TO NOTICE AND A HEARING AND EXPRESSLY AGREE AND CONSENT TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certify that a representative of Lender specifically called the confession of judgment provisions in the above document to the attention of the undersigned, and/or that legal counsel represented the undersigned in connection with the above document. D. The undersigned hereby certify that their annual Income exceeds $10,000; that all references to "the undersigned" above refer to both persons signing below; and that the undersigned received a copy hereof at the time of signing. Dated as of December 31, 2008 WITNESS: (A1444628:1) -7- GUARANTOR: GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of December 31, 2008, by RYAN C. BALDWIN and AMANDA BALDWIN, husband and wife (collectively, the "Guarantor"), who reside at 425 Midway Road, York Haven, Pennsylvania 17370, in consideration of the extension of credit by INTEGRITY BANK, a Pennsylvania banking Institution, its successors and assigns (the "Bank"), with an address at 3345 Market Street, Camp Hill, Pennsylvania 17011 to BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company (the "Borrower"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 1. Guaranty of Obligations. The Guarantor hereby guarantees, and becomes surety for, the prompt payment and performance of: all loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower to the Bank, of any kind or nature, present or future (including any Interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether or not evidenced by any note, guaranty or other instrument, whether arising under any agreement, Instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, under any interest or currency swap, future, option or other interest rate protection or similar agreement, or in any other manner, whether arising out of overdrafts on deposit or other accounts or electronic funds transfers (whether through automated clearing houses or otherwise) or out of the Bank's non-recelpt of or inability to collect funds or otherwise not being made whole in connection with depository transfer check or other similar arrangements, whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, and any amendments, extensions, renewals or Increases and all costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (collectively, the "Obligations"). If the Borrower defaults under any such Obligations, the Guarantor will pay the amount of the Obligations to the Bank. Until the Obligations are indefeasibly paid in full, Guarantor's liability hereunder shall not be reduced in any manner whatsoever by any amounts which the Bank may realize before or after maturity of the Obligations, by acceleration or otherwise, as a result of payments made by or on behalf of the Borrower or by or on behalf of any other person or entity other than the Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to the Borrower or such person or entity, or as a result of the exercise of the Bank's rights with respect to any collateral for the Obligations or any part thereof. 2. Nature of Guaranty: Waivers. This is a guaranty of payment and not of collection and the Bank shall not be required, as a condition of the Guarantor's liability, to make any demand upon or to pursue any of its rights against the Borrower, or to pursue any rights which may be available to it with respect to any other person who may be liable for the payment of the Obligations. This is an absolute, unconditional, irrevocable and continuing guaranty and will remain In full force and effect until all of the Obligations have been indefeasibly paid in full, and the Bank has terminated this Guaranty. This Guaranty will remain in full force and effect even If there is fA1444629:1) no principal balance outstanding under the Obligations at a particular time or from time to time. This Guaranty will not be affected by any surrender, exchange, acceptance, compromise or release by the Bank of any other party, or any other guaranty or any security held by it for any of the Obligations, by any failure of the Bank to take any steps to perfect or maintain its lien or security interest in or to preserve its rights to any security or other collateral for any of the Obligations or any guaranty, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part thereof or any security or other guaranty thereof. The Guarantor's obligations hereunder shall not be affected, modified or impaired by any counterclaim, set-off, deduction or defense based upon any claim the Guarantor may have against the Borrower or the Bank, except payment or performance of the Obligations. Notice of acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time, notice of default, diligence, presentment, notice of dishonor, protest, demand for payment, and any defense based upon the Bank's failure to comply with the notice requirements of the applicable version of Uniform Commercial Code § 9-610 are hereby waived. The Guarantor waives all defenses based on suretyship or impairment of collateral. The Bank at any time and from time to time, without notice to or the consent of the Guarantor, and without impairing or releasing, discharging or modifying the Guarantor's liabilities hereunder, may (a) change the manner, place, time or terms of payment or performance of or interest rates on, or other terms relating to, any of the Obligations; (b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other guaranties, or any security for any Obligations or guaranties; (c) apply any and all payments by whomever paid or however realized including any proceeds of any collateral, to any Obligations of the Borrower in such order, manner and amount as the Bank may determine in its sole discretion; (d) settle, compromise or deal with any other person, including the Borrower or the Guarantor, with respect to any Obligations in such manner as the Bank deems appropriate In its sole discretion; (e) substitute, exchange or release any security or guaranty; or (f) take such actions and exercise such remedies hereunder as provided herein. 3. Repayments or Recovery from the Bank. If any demand is made at any time upon the Bank for the repayment or recovery of any amount received by It in payment or on account of any of the Obligations and if the Bank repays all or any part of such amount by reason of any judgment, decree or order of any court or administrative body or by reason of any settlement or compromise of any such demand, the Guarantor will be and remain liable hereunder for the amount so repaid or recovered to the same extent as if such amount had never been received originally by the Bank. The provisions of this section will be and remain effective notwithstanding any contrary action which may have been taken by the Guarantor in reliance upon such payment, and any such contrary action so taken will be without prejudice to the Bank's rights hereunder and will be deemed to have been conditioned upon such payment having become final and Irrevocable. 4. Financial Statements. Unless compliance is waived in writing by the Bank or until all of the Obligations have been paid in full, the Guarantor will promptly submit to the Bank such information relating to the Guarantor's affairs (including but not limited to annual financial statements and tax returns for the Guarantor) or any security for the Guaranty as the Bank may reasonably request. 5. Enforceability of Oblloations. No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor's (A1444029:1) -2- liability In any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding. 6. Events of Default. The occurrence of any of the following shall be an "Event of Default": (i) any Event of Default (as defined in any of the Loan Documents); (ii) any default under any of the Loan Documents that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such Obligations with respect to such default; (iii) demand by the Bank under any of the instruments or agreements giving rise to any of the Obligations that have a demand feature; (iv) the Guarantor's failure to perform any of its obligations hereunder; (v) the falsity, inaccuracy or material breach by the Guarantor of any written warranty, representation or statement made or furnished to the Bank by or on behalf of the Guarantor; or (vi) the termination or attempted termination of this Guaranty. Upon the occurrence of any Event of Default, (a) the Guarantor shall pay to the Bank the outstanding amount of the Obligations; or (b) on demand of the Bank, the Guarantor shall Immediately deposit with the Bank, in U.S. dollars, the outstanding amount of the Obligations, and the Bank may at any time use such funds to repay the Obligations; or (c) the Bank in Its discretion may exercise with respect to any collateral any one or more of the rights and remedies provided a secured party under the applicable version of the Uniform Commercial Code; or (d) the Bank in Its discretion may'exercise from time to time any other rights and remedies available to it at law, in equity or otherwise. 7. Right of Setoff. In addition to all liens upon and rights of setoff against the Guarantor's money, securities or other property given to the Bank by law, the Bank shall have, with respect to the Guarantor's obligations to the Bank under this Guaranty and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff against, and the Guarantor hereby assigns, conveys, delivers, pledges and transfers to the Bank all of the Guarantor's right, title and interest in and to, all of the Guarantor's deposits, moneys, securities and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to the Guarantor. Every such right of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any action of the Bank, although the Bank may enter' such setoff on its books and records at a later time. 8. Collateral. This Guaranty is secured by the property described in any collateral security documents which the Guarantor executes and delivers to the Bank and by such other collateral as previously may have been or may in the future be granted to the Bank to secure any obligations of the Guarantor to the Bank. 9. Costs. To the extent that the Bank incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will be due on demand, will be included In the Obligations and will bear interest from the incurring or payment thereof at the Default Rate (as defined in any of the Obligations). (A1444629:1) -3- 10. Postponement of Subronation. Until the Obligations are indefeasibly paid in full, the Guarantor irrevocably postpones and subordinates in favor of the Bank any and all rights which the Guarantor may have to (a) assert any claim against the Borrower based on subrogation rights with respect to payments made hereunder, and (b) any realization on any property of the Borrower, including participation in any marshalling of the Borrower's assets. 11. Power to Confess Judament. The Guarantor hereby empowers any attorney of any court of record, after the occurrence of any Event of Default hereunder, to appear for the Guarantor and, with or without complaint filed, confess judgment, or a series of judgments, against the Guarantor In favor of the Bank for the amount of the Obligations, together with interest thereon at the Default Rate set forth in the Note, costs of suit and an attorney's commission of the greater of 5% of such principal and Interest or $5,000 added as a reasonable attorney's fee, and for doing so, this Guaranty or a copy verified by affidavit shall be a sufficient warrant. The Guarantor hereby forever waives and releases all errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any state now in force or hereafter enacted. No single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished and It may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment In full of the outstanding balance due on the Obligations and costs. Notwithstanding the attorney's commission provided for In the preceding paragraph (which is included in the warrant for purposes of establishing a sum certain), the amount of attorneys' fees that the Bank may recover from the Guarantor shall not exceed the actual attorneys' fees incurred by the Bank. 12. N tic s. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective upon receipt. Such notices and other communications may be hand-delivered, sent by facsimile transmission with confirmation of delivery and a copy sent by first-class mail, or sent by nationally recognized overnight courier service, to the addresses for the Bank and the Guarantor set forth above or to such other address as one may give to the other in writing for such purpose. 13. Preservation of Rights. No delay or omission on the Bank's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank's action or inaction impair any such right or power. The Bank's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. The Bank may proceed in any order against the Borrower, the Guarantor or any other obligor of, or any collateral securing, the Obligations. 14. Illy, In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 15. Chances In_ Writing. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless (A1444629:1} -4- made in a writing signed by the Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case will entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. 16. Entire A reement. This Guaranty (including the documents and Instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Guarantor and the Bank with respect to the subject matter hereof; provided, however, that this Guaranty is in addition to, and not in substitution for, any other guarantees from the Guarantor to the Bank. 17. Successors and Assigns. This Guaranty will be binding upon and inure to the benefit of the Guarantor and the Bank and their respective heirs, executors, administrators, successors and assigns; Provided, however, that the Guarantor may not assign this Guaranty in whole or in part without the Bank's prior written consent and the Bank at any time may assign this Guaranty in whole or in part. 18. Interpretation. In this Guaranty, unless the Bank and the Guarantor otherwise agree in writing, the singular includes the plural and the plural the singular; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to Include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Guaranty unless otherwise indicated. Section headings in this Guaranty are Included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose. If this Guaranty is executed by more than one party as Guarantor, the obligations of such persons or entities will be joint and several. 19. Indemnity. The Guarantor agrees to indemnify each of the Bank, its directors, officers and employees and each legal entity, if any, who controls the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless from and against any and all claims, damages, losses, liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor) which any indemnified Party may incur or which may be asserted against any Indemnified Party as a result of the execution of or performance under this Guaranty; provided, h w ver, that the foregoing indemnity agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party's gross negligence or willful misconduct. The indemnity agreement contained in this Section shall survive the termination of this Guaranty. The Guarantor may participate at its expense in the defense of any such claim. 20. Governing L w nd Jurisdiction. This Guaranty has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. THIS GUARANTY WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE GUARANTOR DETERMINED IN ACCORDANCE WITH THE LAWS OF COMMONWEALTH OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Guarantor hereby irrevocably consents to the exclusive jurisdiction of the Court of Common Pleas in Cumberland County, provided that nothing contained in this Guaranty will prevent the Bank from bringing Pennlvania; any act on, enforcing any award or judgment or exercising any rights against the Guarantor individually, against any security or against any property of the Guarantor within any other county, state or other foreign or domestic jurisdiction. The Guarantor acknowledges and agrees that the venue (A1444629:1) -5- provided above is the most convenient forum for both the Bank and the Guarantor. The Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 21. E ual Credit O rt ni Act. If the Guarantor is not an "applicant for credit" under Section 202,2 (e) of the Equal Credit Opportunity Act of 1974 ("ECOA"), the Guarantor acknowledges that (i) this Guaranty has been executed to provide credit support for the Obligations, and (ii) the Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of the ECOA. 22. WAIVER OF JURY TRIAL. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS GUARANTY, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS GUARANTY OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE GUARANTOR ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. The Guarantor acknowledges that they have read and understand all the provisions of this Guaranty, including the confession of judgment and waiver of jury trial, and have been advised by counsel as necessary or appropriate. WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. WITNESS; GUARANTOR- C. SALE (SEAL) AMANDA ALDWIN (A1444629:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: RYAN C. BALDWIN and AMANDA BALDWIN 425 Midway Road York Haven, Pennsylvania 17370 Lender: INTEGRITY BANK 3345 Market Street Camp Hill, Pennsylvania 17011 The undersigned have executed, and/or are executing, on or about the date hereof, a Guaranty and Suretyship Agreement in respect of the obligations owed to Lender by BALDWIN HOLDING COMPANY, LLC, a Pennsylvania limited liability company, under which the undersigned is obligated to repay monies to Lender. A. THE UNDERSIGNED ACKNOWLEDGE AND AGREE THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF THEIR RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE ASSERTED AGAINST THEM BY LENDER THEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVE THESE RIGHTS AND EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST THEM BY CONFESSION PURSUANT TO THE TERMS THEREOF. B. THE UNDERSIGNED ALSO ACKNOWLEDGE AND AGREE THAT THE ABOVE DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT EITHER NOTICE OR A HEARING, FORECLOSE UPON, ATTACH, LEVY, TAKE POSSESSION OF OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF THEIR RIGHTS AFTER JUDGMENT IS ENTERED (INCLUDING THE RIGHT TO MOVE TO OPEN OR STRIKE THE JUDGMENT), THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVE THEIR RIGHTS TO NOTICE AND A HEARING AND EXPRESSLY AGREE AND CONSENT TO LENDER'S TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. C. The undersigned certify that a representative of Lender specifically called the confession of judgment provisions in the above document to the attention of the undersigned, and/or that legal counsel represented the undersigned in connection with the above document. D. The undersigned hereby certify that their annual income exceeds $10,000; that all references to "the undersigned" above refer to both persons signing below; and that the undersigned received a copy hereof at the time of signing. Dated as of December 31, 2008 WITNESS: GUARANTOR: RALDWI (SEAL) AM N A IN (SEAL) (A 1444629:1) -7- INTEGRITY BANK, Plaintif'f' V. BALDWIN HOLDING COMPANY, I,I,C, BALDWIN REAL ESTATE MANAGEMEN'T', LLC, BALDWIN R1:, 1.11, BALDWIN REI, LI,C, BALDWIN GROUP VII, LP, S'1'1?V1;N BALDWIN and MARCIA A. BALDWIN, and RYAN C, BALDWIN and AMANDA BALDWIN, Def'cndaws IN THE COURT OFCOMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA NO,ao a9- C Y- Q a i - NT CIVIL, ACTION - LAW AFFIDAVIT OF NON-MILITARY SERVICE AND LAST-KNOWN ADDRESSES ?i OF STEVEN BALDWIN, MARCIA A. BALDWIN, RYAN C. BALDWIN AND AMANDA BALDWIN (Loan # 1500290450 - December 31, 2008) COMMONWEALTH OF PENNSYLVANIA SS. DAIJPI IIN COUNTY 'fhc undersigned, being duly sworn according to law, deposes and says that to the best of my information and belief, Defendants, Steven Baldwin, Marcia A. Baldwin, Ryan C. Baldwin and Amanda Baldwin (collectively the "Baldwins"), are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Service Mcmbcrs Civil Relief' Act, t%k/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et scq. The Baldwins are over eighteen (18) years of age and were last known residing at the following addresses: Ryan C. Baldwin and Amanda Baldwin: 425 Midway Road, York Haven, Pennsylvania, 17370. Stcvcn Baldwin and Marcia A Baldwin: 835 Ellis Road, Forksvillc, Pennsylvania, 18610. Nedric L. Nissly SWORN an -s ' •d to before me this " day o- Jilly, 2M9, otary Public My Commission Expires (SEAL) LTH OF PENN Y. to 1 2010 =:L--] INTEGRI'T'Y BANK, IN THE COURT Ole COMMON PLEAS Plaintiff DAUPHIN COUNTY, PFNNSYL,VANIA V. NO. C) ?/- QG?1l - /`.1 ?' BALDWIN HOLDING COMPANY, LLC, BALI)WIN REAL. FSTATE MANAGEMEN'T', LLC, BALDWIN RE, LP, BAIDWIN RET, I,I.C, BALDWIN GROUP VII, IT, STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, " Defendants CIVIL, ACTION - LAW CERTIFICATE OF RESIDENCE (Loan # 1500290450 - December 31, 2008) I, Clayton W. Davidson, Esquire, hereby certify the following addresses for the Defendants as follows: (a) 425 Midway Road York Haven Pennsylvania, 17370 Baldwin Holding Company, LLC Baldwin Real Estate Management, LLC Baldwin RE, LP Baldwin REI, LLC Baldwin Group VII, LP Ryan C. Baldwin and Amanda Baldwin (b) 835 Ellis Road, Forksville Pennsylvania, 18616 Steven Baldwin and Marcia A. Baldwin MCNEES WALLACE & NURICK LLC Date: July 21, 2009 By Nedric L. Nissly PA Attorney I.D. No. 44233 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cxlav id so n (ibm W n. com Attorneys for Mainti/r' Integrity Bank Rf F, 2Pf- R a^ i .C t• ? r Oa9.o0 A.L"? e1c? l8?47Z. R-4 o2z88gO N?ite fn?ztLcc INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 09 - l.: tC..' L C_F/LYYI BALDWIN HOLDING COMPANY, LLC, BALDWIN REAL ESTATE MANAGEMENT, LLC, BALDWIN RE, LP, BALDWIN REI, LLC, BALDWIN GROUP VII, LP, ; STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Defendants CIVIL ACTION -LAW NOTICE OF ENTRY OF JUDGMENT (Loan # 1500290450 - December 31, 2008) To: Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group VII, LP; Steven Baldwin and Marcia A. Baldwin; and Ryan C. Baldwin and Amanda Baldwin; Defendants You are hereby notified that on A" '.T , 2009, judgment was entered against you in the sum of $955,378.50 (along with int est accruing at the current per diem rate of $239.80 until paid in full), in the above-captioned case. DATE: 8[rlo-F i2 ` Prothonotary A5??;z I hereby certify that the following are the addresses of the Defendants: Baldwin Holding Company, LLC Steven Baldwin and Marcia A. Baldwin Baldwin Real Estate Management, LLC 835 Ellis Road Baldwin RE, LP Forksville, PA 18616 Baldwin REI, LLC Baldwin Group VII, LP Ryan C. Baldwin and Amanda Baldwin 425 Midway Road York Haven, PA 17370 Nedric L. Nissly PA Attorney I.D. No. 44233 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson(i?mwn.com INTEGRITY BANK, Plaintiff V. BALDWIN HOLDING COMPANY, LLC, BALDWIN REAL ESTATE MANAGEMENT, LLC, BALDWIN RE, LP, BALDWIN REI, LLC, BALDWIN GROUP VII, LP, STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Defendants Attorneys for Plaintiff Integrity Bank IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 09-5432 Civil Term CIVIL ACTION - LAW PRAECIPE TO VACATE TO THE PROTHONOTARY: Please vacate the judgment in the captioned action without prejudice. Date: November 4, 2009 McNEES WALLACE & NURICK LLC By J,' 1,2j / Nedric . Nis y, I.D. No. 44233 Clayton W. avidson, I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) Attorneys for Plaintiff Integrity Bank T R, 2009 NOV -5 PH 12:42 C ' C } ti (` 4 :7 Y 4 uVr", NV > 0.00 Pty t'i:7# its 14U 04 a33036,