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HomeMy WebLinkAbout09-5522 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(a,mwn.com Attorneys for Plaintiff, Integrity Bank INTEGRITY BANK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V. NO. CA - 55aa ?', v i IT?erm BALDWIN HOLDING COMPANY, LLC, BALDWIN REAL ESTATE MANAGEMENT, LLC, BALDWIN RE, LP, BALDWIN REI, LLC, BALDWIN GROUP I, LP, BALDWIN GROUP II, LP, BALDWIN GROUP III, LP, BALDWIN GROUP IV, LP, BALDWIN GROUP V, LP, BALDWIN GROUP VI, LP, BALDWIN GROUP VII, LP, BALDWIN GROUP VIII, LP, STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Defendants : CIVIL ACTION -LAW PRAECIPE TO TRANSFER JUDGMENT (Loan # 1500281750 - October 29, 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 22, 2009, in the amount of $99,370.33 (along with interest accruing at the current per diem rate of $24.35 until paid in full), at Civil Action Docket No. 2009-CV-09268-NT against Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group I, LP; Baldwin Group II, LP; Baldwin Group III, LP; Baldwin Group IV, LP; Baldwin Group V, LP; Baldwin Group VI, LP; Baldwin Group VII, LP; Baldwin Group VIII, 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. McNEES WALLACE & NURICK LLC Date: August 5, 2009 By Nedric . Nis PA Attorney 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) cdavidsonaa,mwn.com Attorneys for Plaintiff, Integrity Bank in Ebe Court of Common VYeao of -Maupbin Countp, 3penng;p1bania Integrity Bank VS. Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group I,LP; Baldwin Group II, LP; Baldwin Group III, LP; Baldwin Group IV, LP, Baldwin Group V, LP, Baldwin Group VI, LP, Baldwin Group VII, LP, Steven Baldwin; Marcia Baldwin; Marcia A Baldwin; Ryan C Baldwin; Amanda Baldwin No. 2009-CV-09268-NT 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 and against Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group I,LP; Baldwin Group II, LP; Baldwin Group III, LP; Baldwin Group IV, LP, Baldwin Group V, LP, Baldwin Group VI, LP; Baldwin Group VII, LP; Steven Baldwin; Marcia Baldwin; Marcia A Baldwin; Ryan C Baldwin; Amanda Baldwin on July 22, 2009 in said case in the amount of $99,370.33 In Z gtimonp Wbereof, I have hereunto set my hand and affixed the st?lf the Court, on Tuesday, August 04, 2009. By: 1/ Date: 8/3/2009 Time: 03:15 PM Page 1 of 7 Filed: 7/22/2009 Subtype: Notes Comment: Dauphin County Complete Case History Case: 2009-CV-09268-NT Integrity Bankvs.Baldwin Holding Company, etal. Physical File: Y Appealed: N Status History Pending 7/22/2009 Pending / Judgment 7/22/2009 Judge History Date Judge Reason for Removal 7/22/2009 No Judge, Current Payments Receipt Date Type McNees Wallace & Nurick 199234 8/3/2009 Miscellaneous Exemplified Record 92.00 Nissly, Nedric L (attorney for Inte 198396 7/22/2009 Civil Filing Miscellaneous Receipts Receipt Date 199234 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: AREDMOND 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: 03:15 PM Page 2 of 7 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-09268-NT Integrity Bankvs.Baldwin Holding Company, etal. Baldwin Real Estate Management SSN: DOB: Sex: Home: Work: Send notices: Y Baldwin RE Home: Baldwin REI Home: Baldwin Group I Home: (Primary attorney) Send Notices SSN: DOB: Sex: Work: Send notices: Y (Primary attorney) Send Notices SSN: DOB: Sex: Work: Send notices: Y (Primary attorney) Send Notices Work: (Primary attorney) SSN: DOB: Sex: Send notices: Y Send Notices User: AREDMOND Date: 8/3/2009 Time: 03:15 PM Page 3 of 7 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-09268-NT Integrity Bankvs.Baldwin Holding Company, etal. Baldwin Group II SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices Baldwin Group III SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices Baldwin Group IV SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices Baldwin Group V SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices User: AREDMOND Date: 8/3/2009 Time: 03:15 PM Page 4 of 7 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-09268-NT Integrity Bankvs.Baldwin Holding Company, etal. Baldwin Group VI 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 Baldwin Group VIII SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices Baldwin, Steven SSN: DOB: Sex: Home: Work: Send notices: Y (Primary attorney) Send Notices User: AREDMOND Date: 8/3/2009 Dauphin County Time: 03:15 PM Complete Case History Page 5 of 7 Case: 2009-CV-09268-NT Integrity Bankvs.Baldwin Holding Company, etal. 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 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 Register of Actions 7/22/2009 Plaintiff: Integrity Bank Attorney of Record: No Judge, Nedric L Nissly New Civil Case Filed This Date. No Judge, Filing: Complaint with Confession of No Judge, Judgment Paid by: Nissly, Nedric L (attorney for Integrity Bank) Receipt number: 0198396 Dated: 7/22/2009 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 User: AREDMOND Date: 8/3/2009 Time: 03:15 PM Page 6 of 7 Dauphin County Complete Case History Case: 2009-CV-09268-NT Integrity Bankvs.Baldwin Holding Company, etal. Register of Actions 7/22/2009 Defendant: Baldwin Rei Attorney of Record: Nedric L Nissly Defendant: Baldwin Group I Attorney of Record: Nedric L Nissly Defendant: Baldwin Group II Attorney of Record: Nedric L Nissly Defendant: Baldwin Group III Attorney of Record: Nedric L Nissly Defendant: Baldwin Group IV Attorney of Record: Nedric L Nissly Defendant: Baldwin Group V Attorney of Record: Nedric L Nissly Defendant: Baldwin Group VI Attorney of Record: Nedric L Nissly Defendant: Baldwin Group VII Attorney of Record: Nedric L Nissly Defendant: Baldwin Group VIII Attorney of Record: Nedric L Nissly Defendant: Baldwin, Steven Attorney of Record: Nedric L Nissly Defendant: Baldwin, Marcia A Attorney of Record: Nedric L Nissly Defendant: Baldwin, Ryan C Attorney of Record: Nedric L Nissly Defendant: Baldwin, Amanda Attorney of Record: Nedric L Nissly On Complaint filed Judgment in favor of Plaintiff and against Defendant in the sum of Ninety-Nine Thousand Three Hundred Seventy and 33/100 Dollars ($99,370.33) by virtue of authority contained in the Warrant of Attorney filed dated October 29, 2008 payable installments with interest, costs, etc. --- for colt'n. Inquisition and Exemption Waived. Entered At 11:12 a.m. Stephen E. Farina, Prothonotary Copies of All Documents mailed. No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, No Judge, User: AREDMOND Date: 8/3/2009 Dauphin County Time: 03:15 PM Complete Case History Page 7 of 7 Case: 2009-CV-09268-NT Integrity Bankvs.Baldwin Holding Company, etal. Judgment Order date In Favor Of Disposition Judgment 07/22/2009 Plaintiff 07/22/2009 Open Judgment Comment: 99370.33 Plaintiff: Integrity Bank Defendant: Baldwin Group I Baldwin Group II Baldwin Group III Baldwin Group IV Baldwin Group V Baldwin Group VI Baldwin Group VII Baldwin Group VIII Baldwin Holding Company Baldwin RE Baldwin Real Estate Management Baldwin RE[ Baldwin, Amanda Baldwin, Marcia A Baldwin, Ryan C Baldwin- Steven I hereby certify that the 16re%oing is a true and cor ct copy of he riginal filed. User: AREDMOND P C0P1P4 OF ALL ©QCUMENT^ HAILED IN'I'FUZITY BANK, Plaintif'f' V. BALDWIN IIOLDING COMPANY, L,I,C, BALDWIN REAL, USTAT E, MANAC,FMI.N'I', L,I,C, BALDWIN RI's, IT, 13ALDWIN RFI, LLC, BALDWIN GROUP 1, LP, IIALDWIN GROUP II, IT, BALDWIN GROUP Tit, I.P, BALDWIN GROUP IV, I,P, BALDWIN GROUP V, LP, BALDWIN GROUP VI, LP, BALDWIN GROUP VII, LP, BALDWIN GROUP VIII, U), S"I'I?VI,,N BALDWIN and MARCIA A. BALDWIN, and RYAN C. 13ALDWIN and AMANDA BALDWIN, Def'eiidatits IN 'I HE COURTOF COMMON PLEAS DAUPHIN COUN'T'Y, PP'NNSYLVANIA NO. ac)oq CIVIL, ACTION -- LAW NOTICE: ON ENTRY OF.IUDGMENT (Loan # 1500281750 - October 29, 2008) TO: (a) 425 Midway Road, York Haven, Pennsylvania, 17370 (b) Baldwin Holding Company, I,L,C Baldwin Rcal 1:?state Management, LLC Baldwin RE, LP Baldwin RF.I, I,LC Baldwin Group 1, LP Baldwin Group II, IY Baldwin Group 111, LP Baldwin Group IV, LP Baldwin Group V, LP Baldwin Group VI, IT Baldwin Group VII, LP Baldwin Group VIII, IT Ryan ('. Baldwin and Amanda Baldwin 935 Ellis Road, Forksville, Pennsylvania, 18616 . .E . 0 t 6,CY LU 4 3X009 I I? ?Yr j r?a i y ?_ r g a?f ?3111"13a 6. s? I original IEIW k?, `?? Steven Baldwin and Marcia A. Baldwin 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: $ 89,912.82 Accrued Interest: 826.07 Prepayment Penalty 3,596.51 Late Fee 34.93 Attorney Dees (5% commission): 5,000.0 0 Total: $99,370.33 *along with interest from and following July 17, 2009 accruing at the per diem rate of $24.35 until paid in full DATE: J U 1 2. %' 2009 IN' F.GRITY HANK, IN THE COURT OF COMMON PI,]-',AS Plaintiff DAUPIIIN COUNTY, PENNSYLVANIA NO. BAN)WIN HOLDING COMPANY, LLC, BALDWIN REAL I:STA'1'1-: MANAG1sMENT, LLC, BALDWIN RE, LI', BALDWIN RFI, LI,C, BALDWIN GROUP 1, LP, BALDWIN GROUP 11, LP, BALDWIN GROUP 111, LP, BALDWIN GROUP IV, LP, nALDWIN GROUP V, LP, BALDWIN GROUP V1, TY, BALDWIN GROUP VII, LP, BALDWIN GROUP VIII, LP, STEVEN BALDWIN and MARC:IA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Defendants CIVIL, ACTION - LAW CONFESSION OF JUDGMENT (Loan # 1500281750 - October 29, 2008) Pursuant to the authority contained in the Note and the Suretyship Agreements, as defined in the Complaint filed in the above captioned case and evidenced by Exhibits A & B to said Complaint, we appear for Defendants, Baldwin Holding Company, I,LC; Baldwin Real Estate Management, LLC; Baldwin RE, LP, Baldwin REI, LLC; Baldwin Group 1, LP; Baldwin Group 11, LP; Baldwin Group III, LP; Baldwin Group IV, LP; Baldwin Group V, LP; Baldwin Group V1, LP; Baldwin Group VII, LP; Baldwin Group VIII, 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: $ 89,912.82 Accrued Interest: 826.07 Prepayment Penalty 3,596.51 Late Fee 34.93 Attorney Fees (5% commission): 5,000.00 Total: $99,370.33* *along with interest from and following July 17, 2009 accruing at the per diem rate o(124.35 until paid in full McNEES WALLACE & NURICK LLC Date: July 21, 2009 Nedric . 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 17108-1 166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) edavidson(cihnwn.com Etta neys ror PlaintiJ/,' 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 171084166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson(a)mwn.com Attorneys for Plaintiff, Integrity Bank IN' E,GRITY RANK, IN THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PF,NNSYLVANIA I'laintiff V. NO. A06 9, 6 v ` a I6-09& Fr - AJ T BALDWIN HOLDING COMPANY, LLC, BALUWIN REAL ESTATE MANAGEMENT, LLC, BALUWIN RE, [,P, BALUWIN Rlil, LLC , BALUWIN GROUP I, 1.,P, I3AI,DWIN GROUT' 11, I,l', BALUWIN GROUP 111, LP, BALUWIN GROUP IV, LP, BALUWIN GROUP V, 1.11', BALUWIN GROUP VI, IT, BALUWIN GROUP VII, LP, BALUWIN GROUP V111, 1.P, S'1'1sV1?N BALUWIN and MARCIA A. BALUWIN, and RYAN C. 13ALDWIN and AMANDA BALDWIN, De6endants CIVIL AC'T'ION - LAW COMPLAINT FOR CONFESSION OF JUDGMENT (Loan # 1500281750 - October 29, 2008) Plaintiff; Integrity Bank, by and through its undersigned counsel, hereby files this C:mmplaint for Confession of Judgment pursuant to Pa.R.C.P. No. 2951(b) and in support thereof avers the following: f . Plaintiff, Integrity Bank (the "Bank"), is a Pennsylvania banking institution doing business at 3345 Market Street, Camp Hill, 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 Pcnnsylvania limited liability company doing business at 425 Midway Road, York Ilaven, Pennsylvania, 17370. 4. Defendant, Baldwin RE, LP ("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 Haven, Pennsylvania, 17370. 6. Baldwin RF1 is the general partner of Baldwin RE. 7. Defendants, Baldwin Group I, LP; Baldwin Group ii, LP; Baldwin Group III, LP; Baldwin Group IV, LP; Baldwin Group V, LP; Baldwin Group Vi, IT; Baldwin Group VII, LP; and Baldwin Group VIII, IT (collectively the "Baldwin Group") are Pennsylvania limited partnerships doing business at 425 Midway Road, York Haven, Pennsylvania, 17370. 8. Baldwin Real Estate Management is the general partner of the Baldwin Group. 9. Defendants, 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"), arc adult, married individuals last known residing at 425 Midway Road, York Haven, Pennsylvania, 17370. 11. On October 29, 2008, the Bank loaned Baldwin Holding Company the sum of $91,200.00 (the "Loan") for a business purpose as evidenced by a promissory note (tile "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 October 29, 2008, Baldwin Real Estate Management, Baldwin RE, Baldwin REi, the Baldwin Group, 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 Molding 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. 17. The Bank has accelerated the entire indebtedness due and owing under the Note as a result of the various payment defaults by Baldwin Holding Company. 18. The Note and the Suretyship Agreements, as well as applicable law, do not require the [lank 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 Holding 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 9.75%. 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 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 9.75%. 21. The total sums due and owing under the Note and the Suretyship Agreements as of July 17, 2009 are itemized as follows: Principal: $ 89,912.82 Accrued Interest: 826.07 Prepayment Penalty 3,596.51 Late Fee 34.93 Attorney Fees (5% commission): 5,000.00 Total: $99,370.33* *along with interest from and following July 17, 2009 accruing at the per diem rate of $24.35 until paid in full (the "Indebtedness"). 22. All conditions precedent have been satisfied to allow the Bank to confess judl;mcnt 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. WHEREFORE, Plaintiff, Integrity Bank, hereby requests this Court to enter judgnnent by confession against Baldwin I folding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RF., LP, Baldwin REI, LI,C; Baldwin Group I, I,P; Baldwin Group 11, LP; Baldwin Group 111, LP; Baldwin Group IV, LP; Baldwin Group V, LP; Baldwin Group VI, LP; Baldwin Group V11, LP; Baldwin Group, VI11, LP; Steven Baldwin, Marcia A. Baldwin, Ryan C. Baldwin and Amanda Baldwin in the amount of $99,370.33 as of July 17, 2009 along with interest accruing at the per diem rate of $24.35 until paid in full. McNEES WALLACE & NURICK LLC Date: July 21, 2009 By /?? edric L. Nissly PA Attorney I.D. No. 44233 Clayton W. Davidson PA Attorney I.U. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1 166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidsonAmwn.com attorneys Jor Plaintiff, Integrily Bank VERIFICATION I, 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 are true and correct to the best of my knowledge, infbrmation 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. G L t ?. Ro er K. Day, Executive Vic President of Int grity Bank ......,.w14W?,? ?1'^. ?« n'? :: ?,,,?... .,f ,?'"' ?''? '`? ? r _.. ? ? t`!, '` ?? A ?? i ?4 ?•?r• 1?-Ocw 1??-b PROMISSORY NOTE $91,200 October 29, 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 Ninety One Thousand Two Hundred Dollars ($91,200) 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: 1. Rate of Interest. a. From the date hereof until October 29, 2013 (the "Fixed Rate Period"), amounts outstanding under this Note will bear interest at the fixed rate of six and three. quarters of one percent (6.75%) per annum (the "Fixed Rate"). b. -- From October 29, 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 November 29, 2008 and continuing on the same 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. (A1382388:1) ' I together t with interest due thereon if not sooner paid Any unpaid principal pate"). Notwithstanding the b. ht to demand and be due and payable on October 29, h 202 the nBank?shallthave wit all accrued and unpaid shall to the contrary together w foregoing or anything outst Date") of the date hereof. enforce Payment of the full principal balan?versary("Anniversary 90 da s Y to give Borrower written notice of its demand at least ninety interest at any time on each fifth (5 ) Bank shall be required Date. public if prior to the Anniversary Sunday or P uch payment shall be made on any Payment under this Note l of become due Pennsylvania, on sa Satur ay,tuded in computing holiday under the taws the Commonwealth business day day and such extension of time shall be included the next succeeding ment. From and after the oc a k to chat. geE he Bo ower'is Interest in connection with such paY authorizes the B lied to (as hereinafter defined) the Borrowe r hereby for any I g aunt when due. acPayments received will be crued interest and princip al in any deposit account at the Bank (including attorneys' fees), charges, fees and expenses order the Bank may choose, in its sole discretion. a meat of e witlhi a to e n Late Pa manta' Default Rate. If Sub Borrower fails to ma ke this any NotBan ten 3. nt to the provisions of principal, interest or other amount coming s ableuthe Borrower also shall pay to the e "Late Charg such 10) calendar days of the date due and p Y a ent (th (extend the due date of any charge equal to five percent (5.OOb%)c nstruednin any way to to payment thethe d and at the Bank's Such ten (10) day period shall not and during the acceleration, demand or o payment. Upon maturity, whether by Event of Default (as hereinafter defined on a year of option upon the occurrence of any a rate per annum (base not more (3.0than0%) in the excess maximum of the rate continuance thereof, this Note shall bear whichnshalt tbet three but percent interest 360 days and actual days elapsed) apply whethe rate in effect f? time to time under this Note a charge to "Default Rate"). The Default Rate shah tn and theDefault Rate are allowed by law (the r or not judgment shall be entered on this No e. Both the Late Documents incident as liquidated damages for the purpose of defraying the other Bank'Loans expenses but are In addition to, and not in lieu of, the Bank's or under the handling of delinquent payments, s which the Bank may exercise of any rights and remedies hereunder, unagents the or attorney applicable law, and any fees and expenses of any Default Rate reflects the increase Late dChageo athe Bank of nd Defaultc employ. In addition, the Rate are loan that is In default. The Borrower agrees that the and without forecasts of just compensation for anticipated e estimated harm incurred by the Bank, reasonable and that the actual harm incurred by the Bank can ine o difficulty. of Credit. This Note evidences aostraight is not entitled non-revolving, lfurther 4, gtraiht Line credit. Once the total amount of principal has been advanced, loan advances. any prepayment by or on pre a Went During the Fixed Rate Period, upon a fee (the of the Borrower hether voluntary, on default or otherwise), prepayment behalf » be charged by the Bank. The Prepayment Fee shalt be egaa?ne t,vlf "Prepayment Fee) will incipai balance of the Note at the time of P P Y If the percent (5.00%) of the outstanding pi of the date hereof (the "First Yeaone percent the prepayment occurs within one (1) year meat Fee shall be reduced an hip to the (1.0prepayment occurs after the First Year, the Prepay a s the Loan from ear elapsed after the First Year. Notwithstanding g 0%) for each complete y eat if Borrower prep Y contrary, no Prepayment Fee shall be due or pay (A1392388;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: (1) 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; (111) 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 Obilgor'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; (A) 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 (xiil) 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 (111) 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 (A1382388:1) 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 Judament. 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 flied, 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. e. Riaht- 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 fA1392388:1) 4 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, 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. 1119naiity. 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 (A1365969:1) -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. 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, owever, 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 (A1365969:1 } -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 REAL ESTATE MANAGEMENT, LLC, a Pennsylvania limited liability company By: Baldwin Holding Company, LLC, a Pennsylvania limited liability company, its sole member By /L,1Z (SEAL) an C. Baldwin, er (A1365955:1) -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 8E 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 October 29, 2008 WITNESS: 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 (A1365955-.1) _7_ C. Baldwin, Manager GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 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 Oblioations. 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 (A1365957:1) 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 td 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 JA1365957:1) -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. 6. 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). (A1365857A ) -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, 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. 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 {A1365957:1} -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. 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. Governin 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 (A1365957:1) -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: (A13e5957:7) BALDWIN RE, LP, a Pennsylvania limited partnership By: Baldwin REI, LLC, a Pennsylvania limited liability company, its sole general partner By (SEAL) n C. Baldwin, Member -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 PURSJANT 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 WANES 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 13E 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 October 29, 2008 WITNESS: (A1365957;1) GUARANTOR: BALDWIN RE, LP, a Pennsylvania limited partnership By: Baldwin REI, LLC, a Pennsylvania limited liability company, its sole gener partner By (SEAL) yan C. Baldwin, Mem or -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 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 Oblloatlons. 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 arrangementb, 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 fA1365076:1) 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, unenforceabllity 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 (A1365975:1) -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 (vl) 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). (Al 365975:1) -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 nofexceed 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 facslmlle 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. illegality. 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 JA1365975:1) -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 Asslans. 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. 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 SANK 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 (A1365975:1) -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: (A1365975:1) BALDWIN REI, LLC, a Pennsylvania limi:;7- pany By //_/'n (SEAL) an C. Baldwin, Sole Member -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN RE[, 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 13 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 October 29, 2008 WITNESS: GUARANTOR: BALDWIN REI, LLC, a Pennsylvania limited liability company BY ? SEAL an C. Baldwin, S Member (A1366975:1) -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered Into as of October 29, 2008, by BALDWIN GROUP I, 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 (A1366969:1) 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 (A1365089:1) -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). (Al3e5969:1) -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 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, voidable, or void, but the power shall continue undiminished and it may be exercised from time to time as often as the Bank shalt 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. a 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. iI a 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. 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 (A1365969:1) -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. 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 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 {A1365969:1 i -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 GROUP I, 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 mem r ? By (SEAL) yan C. Baldwin, Manager (A1365868:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN GROUP 1, 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 13 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] (A1365969:1) -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 2008, by BALDWIN GROUP Iii, 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 suf Iclency of which are hereby acknowledged. 1. Guaranty of Obli ations. 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 (A1365969:1} 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. Repayment" w 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. Enforceabillty 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 (A1365969:1) -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": (1) 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. 6• 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. goats. 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). (A1365969:1) -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 mall, 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. Ills 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 (A1365969:1) -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 regiment. 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 Assians. 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, waver, 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. Goyernins? 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 (A1365969:1) -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 GROUP 11, 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 1-1 By (SEAL) an C. Baldwin, Man er {A1365969:1} -6- DISCLOSURE FOR CONFESSION OF Undersigned: JUDGIyIENT BALDWIN GROUP It, LP 425 Midway Road Zander: York Haven, Pennsylvania 173711 INTEGRITY BANK 3345 Market Street The Camp Hill, Pennsylvania 17017 undersigned has Suretyship Ag exutedl LLC a Penns reement In resp ct o t the and/or is executin to Lender, ylvania limited liabilJt pan atio g, on or about the y °pm y, underwed to' by SALDWIN hereof, a Guaranty which the undersigned Is IM 1101- DiN to r, and PROVISIONS UfVpES UNDERSIGNED obligated NiPANY, FULLY AWARE WHICH ACKNOWLEDGES AND Y Monie' ARE OF ITS LENDER MAY ENTER AGREES CLAIMS THAT MAY RfGHT3 TO PRIOR JUDGMENT BY THAT THE ABOVE UNDERSIGNED BE ASSERTED NOTICE AMC) CONFESSION AGAINST DOCUMENT AGREES AND HEREBY AGAINST IT BY ' HEARING ON T THE UND CONTAINS FREELY, KNO LENDER THEREUNDEE BEFORE OF ERSIGNED. BEINQ TERMS THEREOF. To LENDER'S?NGLY AND INTELLIGENTLY R EFO ANY JUDGMENT HEREOF. ENTERING E JUDGMENT OR OTHER JUDGMENT AGAINST WaT ES THESE RIG IS ENTERED B. 9Y TH RIGHTS AND EXPRESSLY pROV19fONS THE UNDERSIGNED ALSO CONFESSION PURSUANT TO HEARING ICH LENDER MAY KNOWLEDGES THE UNDE FORECLOSE UPON , AFTER E AND AGREES R3IQNED IN FULL ' ATTACH ENTRY OF THAT THE AS JUDGME r LEVY, TAKE PO83E33lONDO oNT AND OVE DOCUMENT CONTAINS ISO OR PARTIAL PAYMENT OF WITHOUT HEREBY FREELYRE4 (INCLUDING THE JUDGM EITHER NOn THE RIGHT TO KNOWINGLY THE RIGHT TO MOVE To OPENT• BEING OTHERWISE SEIZE PROPERTY OR A MOVE AND INTELLtOEN Y AWARE OF ITS RIGHTS TY OF THE TO LENDER'S TAKING TO OPEN O TLY WAIVES ITS OR STRIKE THE JUDG WITHOUTP SUCH R STRIKE 7HB JU) RIGHTS To N07TCE DGM ANT)' THE UNDRIGNEp RIpR NO?C ACTIONS As MAY 13E PERMITTED MENUNDERT) AND E TO THE UNDERSIGNED. XpneSSLY HEARING (BUT NOT C• The APPUCAB AGREES AND CONSENTS LE STATE AND FEDERAL L undo siantfined provisions tnth certifies that a represen AW was represent above documents to representative of Lender by legal counsel in the attention specifically called the connection of the Unders! confession of to "the u 'the undersigned hereb with the a gned nderslgned" Y certifies: bone d0cuments., and/or that the hereof at the time of above refer to that its annual Income nttt sig. the e below; ning y signing and hat thee ds $10000; that all refers undersigns received a nces [SIGNATURES APPEAR ON FOLLOWING copy PAGE] (A 1365899:1) -7- Dated as of October 29, 2008 GUARANTOR: WITNESS; BALDWIN GROUP ll, I.P. 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 n I SEAL) C. Baldwin, Manager (A1365969:1) -8- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 2008, by BALDWIN GROUP III, 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 (A1392441:1) 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 Recover 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 (A1382441:1) -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": (1) 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; (ill) 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). (A1392441;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, 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.. Illegality 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. 16. 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 (A1392441:1) -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 Assians. 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 entitles 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 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 (A1392441:1) 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 GROUP III, 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 '' (SEAL) 'Liz n Baldwin, Manag r (A1392441:1 ) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN GROUP III, 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. [SIGNATURES APPEAR ON FOLLOWING PAGE) (A1392441:11 -7- Dated as of October 29, 2008 GUARANTOR: WITNESS: BALDWIN GROUP III, 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 (SEAL) ?Ft n C. Baldwin, Manager (A1392441:1) -8- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 2006, by BALDWIN GROUP IV, 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 (A1392443:1) 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 relatlhg 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 OblWations. 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 (A1392443:1) -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. Richt 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). 01392443:1] -3- 10. Postaonement of Subr ation. 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. 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. Channes 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 {A1392443:1} -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 Aareement. 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 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 (A1392443:1) -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 GROUP IV, 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 c By (SEAL) fya-n C. Baldwin, alter (A1392443:1) -8- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN GROUP IV, 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 18 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] (A1392443:1) -7- Dated as of October 29, 2008 GUARANTOR: WITNESS: BALDWIN GROUP IV, LP, a Pennsylvania limited partnership By: Baldwin Real Estate Management, LLC, a Pennsylvania limited liability company, its sole general partner By: Y Baldwin Holding Company, LLC, a Pennsylvania limited liability company, its sole member /1 SEAL) {A1392443:1} -8- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 2008, by BALDWIN GROUP V, 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 (A1392445:1) 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 § 9-510 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 (A1392445:1) -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": (1) 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). (A1382445;1) -3- 10. Postponement of Subrocation. 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 flied, 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, 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. 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 (A1392446:1) -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 Aareement. 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. 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 (A1392445:1) -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 GROUP V, 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 A By (SEAL) yan C. Baldwin, tanager (Al 392445:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN GROUP V, 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] (A1392445:1) -7- Dated as of October 29, 2008 GUARANTOR: WITNESS: BALDWIN GROUP V, I.P. 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 Baldwin, Manager SEAL) (A1392445:1) -8- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 2008, by BALDWIN GROUP VI, 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 (Al 392447:1) 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 392447:11 -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": (1) 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. RI ht of Setoff. In addition to all 'Iiens 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). (A1392447:1) -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 art 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. Illegality. 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 (A1392447:1) -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 Aureemgnt. 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 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 (A1392447:1) -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 GROUP VI, 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 Iimited liabilitycompany, its sole memb BY (SEAL) Oct_ /'Yan C. Baldwin, Manager (A1392447:11 -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN GROUP VI, 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] (A1392447:1) -7- Dated as of October 29, 2008 GUARANTOR: WITNESS: BALDWIN GROUP VI, 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 JG By SEAL Oan C. Baldwin, Manager (A1392447:1) GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") Is made and entered into as of October 29, 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 Obllciations. 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 {A1392449:1 } 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 JA1392449:1) -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. 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). {A1392449;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, 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. hito ices. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and will be effective. upon recelpt. 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 alit . 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 (A1392449:1) -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, howev r, 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 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 {A1392449:1} -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 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 _ z By ?. (SEAL) an C. Baldwin, Manager (A1392449:11 -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 OTHERWISIE 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] (A1392449:1} -7- Dated as of October 29, 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 mem er By -' / - - - (SEAL) ?'In C. Baidwm, anager (A1392449:1) -8- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 2008, by BALDWIN GROUP Will, 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 (A1392451:1) 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 § 9-810 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 Bark 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 W392451;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": (1) 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. Rioht 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 bylaw, 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). (A1392451:1) -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 t 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. 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. 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 (A1392451:1) -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-greement. 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; rovided, 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. 11S. 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. Indem i . 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 (A1392451:1) -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 GROUP Vill, 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 mem er Vol, l By (SEAL) Pon C. Baldwin, Manager 01382451:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: BALDWIN GROUP VIII, 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] (A1392451:1) -7- Dated as of October 29, 2008 GUARANTOR: WITNESS: BALDWIN GROUP VIII, 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 B ? (SE) Y Ry . Baldwin, Manager JA1392451:1 } -8- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 2008, by STEVEN BALDWIN and MARCIA A. BALDWIN, husband and wife (collectively, the "Guarantor"), who reside at RR 1, Box 1196, Forksville, 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 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 (A1365972:1) 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. Rmayments 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. Fina lal 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• Enforceablli f Obll 9a ions. 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 (A1365972:1) -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": (1) 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. 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 Default be included Rate In the Obligations and will bear interest from the incurring or payment thereof at the (as defined in any of the Obligations). (A1305972:11 -3- 10. Postponement of Subrosiation. 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 JudsYment. 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, voidable, or Vold, 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 arlsing 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. Chanaes in Wes. No modification, amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom, will be effective unless 01366972,1) -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. Indemnitv. 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 Patty 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 LIA131LITIES 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 {A1395972:1} .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. 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 (1) this Guaranty has been executed to provide credit support for the Obligations, and (ti) 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: I ARANT R: STEVEN BALDWIN (SEAL) *IiIA A, AL WIN ? (SEAL) (A1365972:1) -6- DISCLOSURE FOR CONFESSION OF JUDGMENT Undersigned: STEVEN BALDWIN and MARCIA A. BALDWIN RR 1, Box 1196, Forkaville, 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 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 October 29, 2008 WITNESS: GUARAN R: EVAN BALDWIN (SEAL) (SEAL) CIA A. I IN JA1365972:1) -7- GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty") is made and entered into as of October 29, 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-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. . VNatu, r_ a 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 (A1365973.1) 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, unenforceabiiity 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 after, 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' Bank, R pavmenft_QLRecMMry from the 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 N 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. Entorceabiiity of Obllaatlons. 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 (A1365973:1) -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": (1) 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• Muhl: f 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. e• o I I. 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. QM. 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). (A1386973:1) -3- 10. PogtDongment of b . 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 Confegs Judgment. The Guarantor hereby empowers any attomey 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. ErMr-yation pt . 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, ll legally. 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 (A1365973;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 Aareement 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. Sucm an Asians. 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, ho?, 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. InterDretatlon. 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. Indemn 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; oyidg , how eye 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' v J . 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 [A1365973:1) -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.aual 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 (1) this Guaranty has been executed to provide credit support for the Obligations, and (li) the Guarantor was not required to execute this Guaranty in violation of Section 202.7(d) of the ECOA. 22• TRIAL. WAIVER OF JU13Y 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 TRANSAC71ON 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: RY C. BALDWIN (SEAL) -4e (SEAL) AMANDA BALDWIN (A 1386873:1 ) -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 13E 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 October 29, 2008 WITNESS: G / GUARANTOR: ;ROC.. BALDWIN (SEAL) AMANDA BALDWIN _. --_(SEAL) (A1386973:1) -7- IN'IT'GRITY BANK, IN THE COURT OIL COMMON PLEAS Plaintiff ; DAUPHIN COUN'T'Y, PENNSYLVANIA V. NO. BAi DWiN iIOLDING' COMPANY, LLC, BALDWIN RE'Ai, T:STA'I'E MANAGHMENT, LLC, BALDWIN RE, I,11, BAi DWiN R1111, LLC, BAI,DWiN GROUP 1, LP, 13ALDWiN GROUP 11, IT, BALDWIN GROUP III, IT, BALDWIN GROUP IV, LP, BAI,DWIN GROUP V, LP, BALDWIN GROUP Vi, IT, BAi DWiN GROUP VII, 1,11, BAi DWIN GROUP VIII, LP, STEVEN BALDWiN and MARCIA A. BALDWIN 1 , and RYAN C. BALDWIN and AMANDA BAi,DWIN, r o Defendants CIVIL, ACTION - LAW c-• r7 AFFIDAVIT OF NON-MILITARY SERVICE •• AND LAST-KNOWN ADDRESSES U OF STEVEN BALDWIN, MARCIA A. BALDWIN, RYAN C. BALDWIN AND AMANDA BALDWIN (Loan # 1500281750 - October 29, 2008) COMMONWEALTH OF PENNSYLVANIA SS. DAUPHIN COUNTY The 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 Members Civil Relief Act, Vk/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et seq. The Baldwins are over eighteen (18) years of age and were last known residing at the fallowing addresses: Ryan C. Baldwin and Amanda Baldwin: 425 Midway Road, York Haven, Pennsylvania, 17370. Steven Baldwin and Marcia A. Baldwin: 18616. SWORN and subscribed to before me thiiA? clay ol'Jyly, 2009. - otary Public My Commission Expires (S I?A I.) 835 Ellis Road, Forksville, Pennsylvania, Nedric L. Nis. C )MMOK1W UA;_7'- !)F` ,'ENNSYLVANIA f I? , ,...,,.,,ors Notary Public O V • *sourg, Dauphin County My f nnrnn!Won Expires Aug. 1, 2010 _? IN EIGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff' DAUPHIN COUNTY, PENNSYINANIA V. : NO. BALDWIN HOLDING COMPANY, LLC, BALDWIN REAL 1N1'ATE MANAGEML'NI', LLC, G, BALDWIN RE, LP, BALDWIN RIa, LLC, c BALDWIN GROUP I I.P -'{-6 , , BALDWIN GROUP 11, LP, BALDWIN GROUP III, LP, ?. G .G1-(.. ?,. rTl ,t. i(._)!_, BALDWIN GROUP IV, IT, ; BALDWIN GROUP V, LP, ;, .. BALDWIN GROUP VI, LP, - o BALDWIN GROUP VII, I1P, BALDWIN GROUP VIII, IT, STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Dercndants CIVIL ACTION - LAW CERTIFICATE OF RESIDENCE (Loan # 1500281750 - October 29, 2008) I, Clayton W. Davidson, Esquire, hereby certify the following addresses for the Dcfcndants as follows: (a) 425 Midway Road, York Haven, Pennsylvania, 17370 Baldwin Holding Company, LLC Baldwin Real Estate Management, LI,C Baldwin RE, IY Baldwin REI, LLC Baldwin Group 1, LP Baldwin Group II, LP Baldwin Group III, LP Baldwin Group IV, LP Baldwin Group V, LP Baldwin Group VI, LP Baldwin Group VII, LP Baldwin Group VIII, LP Ryan C. Baldwin and Amanda Baldwin (b) 835 Ellis Road, Forksville, Pennsylvania, 18616 Steven Baldwin and Marcia A. Baldwin MCNEES WALLACE & NURICK LLC w Date: July 21, 2009 By - Nedric L. issiy 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- l 678 (Direct Fax) (717) 232-8000 (Phone) cdavidsonQmwn.com Attorneys fur Plaintiff; Integrity Bank 2009 AUU - i File 12: 0j $aq.oo PO ATr1 Cy-,* Isa4eq gT'taa8933 INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA BALDWIN HOLDING COMPANY, LLC, BALDWIN REAL ESTATE MANAGEMENT, LLC, BALDWIN RE, LP, BALDWIN REI, LLC, BALDWIN GROUP I, LP, BALDWIN GROUP II, LP, BALDWIN GROUP III, LP, BALDWIN GROUP IV, LP, BALDWIN GROUP V, LP, BALDWIN GROUP VI, LP, BALDWIN GROUP VII, LP, BALDWIN GROUP VIII, LP, STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Defendants V. NOTICE OF ENTRY OF JUDGMENT (Loan # 1500281750 - October 29, 2008) NO. : CIVIL ACTION -LAW 0,; V i k Term To: Baldwin Holding Company, LLC; Baldwin Real Estate Management, LLC; Baldwin RE, LP; Baldwin REI, LLC; Baldwin Group I, LP; Baldwin Group II, LP; Baldwin Group III, LP; Baldwin Group IV, LP; Baldwin Group V, LP; Baldwin Group VI, LP; Baldwin Group VII, LP; Baldwin Group VIII, LP; Steven Baldwin and Marcia A. Baldwin; and Ryan C. Baldwin and Amanda Baldwin; Defendants You are hereby notified that on 2009, judgment you in the sum of $99,370.33 (along with inter t accruing at the current per them e ate of $24.35 until paid in full), in the above-captioned case. DATE: *rtonotary p I hereby certify that the following are the addresses of the Defendants: Baldwin Holding Company, LLC Baldwin Real Estate Management, LLC Baldwin RE, LP Baldwin REI, LLC Baldwin Group I, LP Baldwin Group II, LP Baldwin Group III, LP Baldwin Group IV, LP Baldwin Group V, LP Baldwin Group VI, LP Baldwin Group VII, LP Baldwin Group VIII, LP Ryan C. Baldwin and Amanda Baldwin 425 Midway Road York Haven, PA 17370 Steven Baldwin and Marcia A. Baldwin 835 Ellis Road Forksville, PA 18616 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) cdavidsonAmwn.com Attorneys for Plaintiff Integrity Bank INTEGRITY BANK, Plaintiff V. BALDWIN HOLDING COMPANY, LLC, BALDWIN REAL ESTATE MANAGEMENT, LLC, BALDWIN RE, LP, BALDWIN REI, LLC, BALDWIN GROUP I, LP, BALDWIN GROUP II, LP, BALDWIN GROUP III, LP, BALDWIN GROUP IV, LP, BALDWIN GROUP V, LP, BALDWIN GROUP VI, LP, BALDWIN GROUP VII, LP, BALDWIN GROUP VIII, LP, STEVEN BALDWIN and MARCIA A. BALDWIN, and RYAN C. BALDWIN and AMANDA BALDWIN, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : NO. 09-5522 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 - ?- - Nedric L. Ni y, I.D. No. 44233 Clayton W. Davidson, I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P. 0. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) Attorneys for Plaintifflntegrity Bank RLED-OffiCE OF THE PR TH17.1, ) ARY 2009 NOV -5 PM 12: 42 t tNNSYLVANA. $, 00 P A'F't? Ly?„? 18?i+ktc