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HomeMy WebLinkAbout09-6124 SUSQUEHANNA BANK, Plaintiff v. 149 PARTNERS, JAMES S. GARDNER aka J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA :NO. Dq - cY?03? l.. L CIVIL ACTION -LAW CONFESSION OF JUDGMENT (Loan # 10003468997 - August 22, 2007) Pursuant to the authority contained in the Note and the Guarantees, as defined in the Complaint filed in the above captioned case and evidenced by Exhibits A & B to said Complaint, we appear for Defendants, 149 Partners, James S. Gardner aka J. Scott Gardner, Timothy F. Straub and Calvin W. Williams, III, and confess judgment against them in favor of Plaintiff, Susquehanna Bank, as follows: Principal: $98,671.50 Accrued Interest: 1,659.45 Late Fees: 10,096.26 Attorney's Fees (10% commission): 10,033.09 Total: $120,460.30* *along with interest accruing at the current per diem rate of $10.27 until paid in full (the "Indebtedness") McNEES WALLACE & NURICK LLC Date: September 2, 2009 By Clayton . Davi on 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 rawn.com Attorneys for Plaintiff, Susquehanna Bank 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, Susquehanna Bank SUSQUEHANNA BANK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA V. 149 PARTNERS, JAMES S. GARDNER aka J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, 111, Defendants : NO. CIVIL ACTION - LAW COMPLAINT FOR CONFESSION OF JUDGMENT (Loan # 10003468997 - August 22, 2007) Plaintiff, Susquehanna Bank, by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa.R.C.P. No. 2951(b) and in support thereof avers the following: 1. Plaintiff, Susquehanna Bank, successor in interest by merger to Susquehanna Bank PA (the "Bank"), is a Pennsylvania banking institution doing business at 1570 Manheim Pike, Lancaster, Pennsylvania 17601. 2. Defendant, 149 Partners ("149 Partners"), is a Pennsylvania general partnership last known doing business at 157 South 32nd Street, Camp Hill, Pennsylvania 17011. 3. Defendant, James S. Gardner aka J. Scott Gardner ("Gardner"), is an adult individual last known residing at 2712 Lisburn Road, apartment 304, Camp Hill, Pennsylvania 17011. 4. Defendant, Timothy F. Straub ("Straub"), is an adult individual last known residing at 2602 Market Street, Camp Hill, Pennsylvania 17011. 5. Defendant Calvin W. Williams, III ("Williams"), is an adult individual last known residing at 149 South Locust Point Road, Mechanicsburg, Pennsylvania 17055. 6. On August 22, 2007, the Bank loaned 149 Partners the sum of $100,000.00 (the "Loan") for a business purpose as evidenced by a promissory note (the "Note") dated the same. Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy of the Note (less any applicable tax identification numbers). 7. On August 22, 2007, Gardner, Straub and Williams (collectively the "Guarantors") agreed to act as unconditional sureties for, among other things, the repayment of the Loan to the Bank and immediately thereafter executed commercial guarantees (the "Guarantees") in favor of the Bank. Attached hereto as Exhibit B and incorporated herein by reference are true and correct copy of the Guarantees (less any applicable tax identification and social security numbers). 8. 149 Partners has defaulted under the Note by failing to make the payments when due thereunder. 9. The Guarantors have defaulted under the Guarantees as a result of failing to make payments when due thereunder as a result of, among other things, 149 Partners defaulting under the Note. 10. There is no right to cure any payment defaults under the Note and/or the Guarantees. 11. The Bank has accelerated the entire indebtedness due and owing regarding the Loan as a result of the payment defaults by 149 Partners. 12. The Note and the Guarantees, as well as applicable law, do not require the Bank to provide notice prior to accelerating the indebtedness thereunder and/or provide for any right to cure these payment defaults. 13. The Note provides that upon a default thereunder the Bank may confess judgment against 149 Partners for the entire principal balance due and owing thereunder along with accrued interest, late fees, any and all amounts expended or advanced by the Bank relating to collateral securing the Loan, costs of suit and an attorney's commission of 10% of the unpaid principal balance and accrued interest due and owing. 14. The Guarantees provide that upon a default thereunder the Bank may confess judgment against the Guarantors for the entire principal balance due and owing thereunder along with accrued interest, late fees, any and all amounts expended or advanced by the Bank relating to collateral securing the Loan, costs of suit and an attorney's commission of 10% of the unpaid principal balance and accrued interest due and owing. 15. The total sums due and owing under the Note and the Guarantees as of August 1, 2009 are itemized as follows: Principal: $98,671.50 Accrued Interest: 1,659.45 Late Fees: 10,096.26 Attorney's Fees 10% commission : 10 033.09 Total: $120,460.30* *along with interest accruing at the current per diem rate of $10.27 until paid in full (the "Indebtedness"). 16. All conditions precedent have been satisfied to allow the Bank to confess judgment for the Indebtedness against 149 Partners under the Note and the Guarantors under the Guarantees. 17. The Bank is the holder of the Note and the Guarantees. 18. The Note and the Guarantees 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. 19. Judgment has not been confessed or entered under the Note or the Guarantees in any other jurisdiction. 20. The 10% attorney's fee commission included in the confessed judgment is authorized under the Note and the Guarantees and said percentage is 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. WHEREFORE, Plaintiff, Susquehanna Bank, successor in interest by merger to Susquehanna Bank PA, hereby requests this Court to enter judgment by confession against Defendants, 149 Partners, James S. Gardner aka J. Scott Gardner, Timothy F. Straub and Calvin W. Williams, III in the amount of $120,460.30 along with interest accruing at the per diem rate of $10.27 after August 1, 2009 until paid in full. McNEES WALLACE & NURICK LLC Date: September 2, 2009 Clayton W. DKvidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson(a)mwn. com Attorneys for Plaintiff, Susquehanna Bank Susquehanna Susquehanna Bank PROMISSORY NOTE ?. x'11... ?:Qan .? .::.::::::;::;•:;,.Op1E::{:Gat;- Aecdunf` Offlz;er.....: initia}s:: :.#L1t3,L7f3Q:13 ?::::>:.t38 2; 147........ ; FF7i1'CF Et$ x-Y7<ss::}:>a'+:F1 f. r 9 .::_ I AA00f ?r References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item . Any item above containing ""•" has been omitted due to text length limitations. Borrower: 149 Partners Lender: Susquehanna Bank PA - 157 South 32nd Street Manheim Pike Branch Office Camp Hill PA 17011-5102 , 1570 Manheim Pike - - - Lancaster, PA 17601 Principal Amount: $100,000.00 Initial Rate: 8.750% Date of Note: August 22, 2007 • - PROMISE TO PAY. 149 Partners ("Borrower") promises to pay to Susquehanna Bank PA ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Thousand & 00/100 D ll o ars 1$100,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on August 22, 2008. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each. payment date, beginning September 22 2007 with all sub i - , , sequent nterest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to an - - y accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. The annual interest rate for this Note is computed on a 365/360 basis; that is by a l in the r ti f th , pp y g a o o e annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rates section of the Wall Str t J l Wh ee ourna . en a range of rates has been published, the higher rate will be used (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans If the Index becomes . unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each da B d - y. orrower un erstands that Lender may make loans based on other rates as well. The Index currently is 8.250% per annum. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 0 500 percenta e oi t h I d . g p n s over t e n ex, resulting in an initial rate of 8.750% per annum. NOTICE: Under no circumstances will the interest rate on thi N t b s o e e more than the maximum rate allowed by applicable law. PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon earl a m t ( h h y p y en w et er voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest char e of $25 00 ' g . . Other than Borrower s obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not unless a reed t b L d i , g o y en er n writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send L " ender payments marked paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this N t d B o e, an orrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that th i e payment const tutes payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delive d S re to: usquehanna Bank PA c/o Loan Operations, P.O. Box 2000 Lititz, PA 17543-703'0. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $20.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 4.000 percentage point margin ("Default Rate Mar i ") Th D f ` g n . e e ault Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this Note interest will continue to a , ccrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maxim i um nterest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default 1"Event of Default") under this Note: - ' Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or t l i o comp y w th or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement in favor f h , o any ot er creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. . False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in an material i - y respect, e ther now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver for any art of Borrow ' p er s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or a ainst Borr _ g ower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental a enc i g y aga nst any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However this Event of Default shall , not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice f th di o e cre tor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion as being an ade uate , q reserve or bond for the dispute. - Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validit of li bili y , or a ty under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general artne di b p r es or ecomes incompetent. _ - Change In Ownership. The resignation or expulsion of any general partner with an ownership interest of twenty-five percent (25%1 or more in Borrower. _ Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure re uires mor h fif 15 q e t an teen ( ) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter PROMISSORY NOTE Loan No: 10003468997 (Continued) Page 2 continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Lancaster County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether - checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by a Mortgage dated 08/2212007 on real property located at 135 South 32nd Street, Borough of Camp Hill, Cumberland County, Commonwealth of Pennsylvania, all the terms and conditions of which are hereby incorporated and made a part of this note. - LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is not entitled to further loan advances. Advances under this Note may be requested either orally or in writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following persons currently are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of their authority: Timothy F. Straub, General Partner of 149 Partners; Calvin W. Williams III, General Partner of 149 Partners; and James S. Gardner aka J. Scott Gardner, General Partner of 149 Partners. Borrower agrees to be liable for all sums either: (A) advanced in accordance - - with the instructions of an authorized person or (8) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. - PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: 1Aq PARTUPPC (Seal) alvm W. Williams 111, General Partner of 149 Partners DISCLOSURE FOR CONFESSION OF JU 3MENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "' •"" has been omitted due to text length limitations. Declarant: 149 Partners 157 South 32nd Street Camp Hill, PA 17011-5102 Lender: Susquehanna Bank PA Manheim Pike Branch Office 1570 Manheim Pike Lancaster, PA 17601 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS (?AY OF 20 ??, A PROMISSORY NOTE FOR $100,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. jr2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO ECLARANT'S ATTENTION. ;OMMERCIAL GUARANTY Prmcipef 3Loatx-DAte M,?fnrfiyr, 0,;Ml Afa arf{r Af A?Fcourii 0 ffY?af IfliF? is References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing has been omitted due to text length limitations. Borrower: 149 Partners Lender: Susquehanna Bank PA 157 South 32nd Street Manheim Pike Branch Office Camp Hill, PA 17011-5102 1570 Manheim Pike Lancaster, PA 17601 Guarantor: James S. Gardner aka J. Scott Gardner 1007 Blue Ribbon Avenue Harrisburg, PA 17112-1811 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner * Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without - - the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. COMMERCIAL GUARANTY Loan No: 10003468997 (Continued) Page 2 Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment of similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of!this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Lancaster County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means 149 Partners and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation James S. Gardner aka J. Scott Gardner, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Susquehanna Bank PA, its successors and assigns. Note. The word "Note" means the promissory note dated August 22, 2007, in the original principal amount of $100,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. COMMERCIAL GUARANTY 1_oan No: 10003468997 (Continued) a reements guaranties security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, Page 3 9 agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10961 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY IS GUARANTY CONTINUE CONFESS ROM T ME JUDGMENT TO TIIME AND ATGUARANTOR ALL T TIMES SHALL UNTIIL PAYMENT EXHAUSTED FULLBY ANY EXERCISE OF L OF ALL AMOUNTS DUETHAT UNDER AUTHORITY, GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AUGUST 22, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. r, , n e n ??Tno. -;OMMERCIAL GUARANTY ,' ,.' A'ccci[,ri`f t'JffR?+'+r ? lriiftaf+?` f"?iE f t"ai f o rtrrclpa] RlfatUrrty 5nNts . L0011 l3!3T. __ 1 f 4 39:.: ..: apicaility of this References in the shaded area are for Lenders use only and"do not limit the due tO text length mrmt tons, any particular loan or item. has been omitted Any item above containing Lender: Susquehanna Bank PA Borrower: 149 Partners Manheim Pike Branch Office 157 South 32nd Street 1570 Manheim Pike Camp Hill, PA 17011-5102 Lancaster, PA 17601 Guarantor: Timothy F. Straub 2602 Market Street Camp Hill, PA 17011-4632 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees performance war to Lender, and the and punctual ayment and sa of the In Borro obliga ons under the Note and thesRelated Documents. Thissis afguaranty of payment and performance and not of collection, sol Lender can Indebtedness or Guaranty any collateral securing the Indebt dness,sthistGuaranty Or any other guaranty of thetIndebtedness. Gluaran or will make anyone else enforce this ted the America any payments to aim and will otherwise perform Borrrrower'sdobl gat ons under he Note a d Rel ted1Documet s. funds, without set-off or deduction or cu fee ll wll INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time an at any l co one or more times, accrued unpaid intes and orblin ands lth tlecti o cos s nduleglyl expenses tivelytord terchangeablyewth lotheaw, i arising from any and all debts, owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. guaranties guaranties. cumulative. This Guarantyrshall not I(unlesshspecf cally provided below to the contrary) affect or invalidate any such other all shall Lender Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. the acce any necessit and Guarantor orto T Borrower, Guaranty will continue in full force nunreceive by Lender til all the Indebtedness shall have beenyfu ly and finally paidb and er, or any tance nnotc a to DURATION other any one or lheof Guarantor's r guaranty of the Indebtedness shallrnt ' affect the liability of Guarantor rfunderr this Guaranty. Release A revocation rLender nreceives from a more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: lAl to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, a changer elonger nforce, waive, includin as of of interest an the algoanrterm; e(C) dtortake andtholdasecurity for the payment bofdthis sGuaranty or they Indbe repeated ebtedness, and o9 subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, sureties any tors on guara appl cation of paymentsrand creditothe s shall benmade on the I debtednesany s; n(F) nto terms substitute, agree not to sue, or deal with any when andr Borrower Lender may choose; and to determine how, apply such security direct of sale controlling security ageementtordeedrofrtustnas Lender in its discretion may determine; t' (G) any sell, trransfer, assign or grant participationsl co in co 9 all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S agreements of any Ek nndshalve beeOnNmade to Guarantor Twhich would limit rorr qualify in any way the terms of this Guaranty; (B) t his Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; other arantor to ag eeme arantor;nt (E) Guarantor instrument binding IN the provisions of this Guaranty do not conflict with or result in a default under a d will noG without Gu has not and do not result in a violation of any law, regulation, court decree or order applicable otherwi of all or orm substantial Guarantor's the prior r assets, or any intere st therein; lease, Lender's request, Guarantor will providerto Lender fi a'nc aleand credit inform tionl m fall of e provided to and fairly present Guarantor' lsrfin ncialacondition tlas of the dates will acceptable Lender, salsuch financial ll material respects currently Lender is and will be true and correct the financial con financial lstatements provided to Lender material adverse event haseochas occurred in cur occurred which mays materiallyrantor's afe t Guarantors f the most recent (H) ate of no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or and continuing basis informat crneditworthigneBorrowerss of r'so financ all condit on. Guarantor agrees to threatened; ) Lender has made no Guarantor adequate means of obta ning from Borrower rpresentation to Guarantor a to the .. keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the.end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. period Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting per ended, Federal and other governmental tax returns, prepared by Guarantor. lied on a consistent basis, and All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, app certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A^clto continu elefding money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, 9 notic nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation or any other additionall give loans or obligations; IC) to resort for payment or to proceed directly or at once against any person, including Borrower guarantor (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; lE1 to Lender Borrow .a'.. notice of the terms, time, and ns e place f the Un'formuCommercial tCodee (F) to pursue any other remedylwthin L nderrs power; orr(G) tto commit a'ny any other applicable Previs io at or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or Lende'sycoother law which may mmen commencement or completiontofeanyrforecl foreclosure any aton action, defenss arising encludng a by clreason of (A) any "one aim for deficiency, against action" Guarantor, before c of after law or _ either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any there is outstanding e Indebtedneany ss which statute is of nlot?barreds by fanat any y applicable time statute of limitations; or (F)Lanyade en Guarantor is commenced, ses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment the enforcement of this or state tbankruptcy law or law for the relief of debtors, the Guar. to Borrower's be considerd unpaid for the purpose person Indebtedness shall COMMERCIAL GUARANTY Loan No: 10003468997 (Continued) Page-2 Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and - not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts - Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to .. the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in - legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty; Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as : to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Lancaster County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and Perot evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that - fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with - - a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under - this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all. cases such consent may be granted or withheld in - the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means 149 Partners and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. - Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Timothy F. Straub, and in each case, _ any signer's successors and assigns. _ Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. - Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. - Lender. The word "Lender" means Susquehanna Bank PA, its successors and assigns. Note. The word "Note" means the promissory note dated August 22, 2007, in the original principal amount of $100,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for - - the promissory note or agreement. COMMEftCIALGUARANTY Loan No: 10003468997 (Continued) Page 3 agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABIV -. ATJTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT PROVISION nTO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED I BIYAINDE INDEPENDENT LEGAL COUNSEL. OF THAT EITHER A REPRESENTATIVE OF LENDER EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AUGUST 22, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: ISea Timothy F. Straub .. -1 rno ... - 6.35- c.,,. w,,.. n.N.n ..,.,.a. ,... ,.ez aro,. COMMERCIAL GUARANTY r ., ? `L'Ci"..,.,:.,,...;.••:::.:: ...: A?'cni:nt - f3ff?1G?1` ' Iitii7 o.ii, D 1E isfiaiurity c?? Q ?,? t Ptti`IP L N f;aiF f C41 an or item. aim articular to • References in the shaded area are for Lenders use only and"dhas been'omitt ed due to text len1gth I m atitons, any particular item above containing "? Lender: Susquehanna Bank PA Borrower: 149 Partners Manheim Pike Branch Office 157 South 32nd Street 1570 Manheim Pike Camp Hill, PA 17011-5102 Lancaster, PA 17601 Guarantor: Calvin W. Williams III 149 South Locust Point Road Mechanicsburg, PA 17055-9709 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual ayment and nce obligations under the Note and the satisfaction Re ated Documents. This is of guaranty of payment and performanr eaand not of collegeon, so I Bender can Borrower to Lender, and the enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Guarant any payments to against on Indebtedness, in legal tenderlsof Guaranty or any the United St t seoffuAmerca, inesameIndebted-daynfundsess. withoutr set-off oar Lenderr or collateral securing deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any thereon and l co aw, arising from a'ny andcall debts, liabilities and obligations lth tIIBo owersnd•'Ividuallylorxcollectivelytord nterchaPge bi yewith lothe s, owessorewill owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. guaranties. cupresently holds one or more guaran, or receive mul cumulative. This Guaranty shall nottl(unlesshspecrf crally provideddbelow to the contrary) affect or invalidate Lender's any su h other all If be Lender Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS GUARANTY ENCOMPASSES A LINE OF CREDIT AND GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTY SHALL BE OPEN AND CONTINUOUS UNTIL THE INDEBTEDNESS IS PAID IN FULL AND THE LENDER DECLARES THAT THE LINE OF CREDIT IS FULLY SATISFIED, PERFORMED AND TERMINATED. or any DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender and sat sfied and notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the ions may be Indebtedness andny part for the Indebtedness, repeated may be longer the including increases and decreases of the rate of interest on the Indebtedness; tol nforce, waive, and exchange, nforce, collateral; of to release, original loan term; (C) to take and hold security for the payment of this Guaranty withoutorthethe sIndebtedness, e subordinate, fail or decide not to perfect, and release any such security, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than thirty (30) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (e) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; IB) any election of remedies by Lender which destroys or otherwise adversely affects 's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights or other defense of Guarantor Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment _ to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. COMMERCIAL GUARANTY Loan No: 10003468997 (Continued) Page 2 Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any _ claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes - insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. - - MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy - proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Lancaster County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol - evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In ail cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower - named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms - used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means 149 Partners and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Calvin W. Williams III, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. - Lender. The word "Lender" means Susquehanna Bank PA, its successors and assigns. Note. The word "Note" means the promissory note dated August 22, 2007, in the original principal amount of $100,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. COMMERCIAC GUARANTY Loan No: 10003468997 (Continued) Page 3 agreements, guaranties, security agreements, mortgages %'deeds 'of trust, sIcuritV deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED AUGUST 22, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR:/ XW '.(Seal) Crrlfvin W. Williams 111 - - ?.:e. Mo ? ...... ..........?, ro ?..... F..d...ww... ,M. ,w,..m?... nw.,............ N.?:a.,.,...?.nvu.:...,..ro,...-. DISCLOSURE FOR CONFESSION OF JL 3MENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing """'" has been omitted due to text length limitations. Borrower: 149 Partners 157 South 32nd Street Camp Hill, PA 17011-5102 Lender: Susquehanna Bank PA Manheim Pike Branch Office 1570 Manheim Pike Lancaster, PA 17601 Declarant: James S. Gardner aka J. Scott Gardner 1007 Blue Ribbon Avenue Harrisburg, PA 17112-1811 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF 20V?-, A GUARANTY OF A PROMISSORY NOTE FOR $100,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, 1 AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARA (Sea[) LASER PRO L.WIn9. ?- 5.38.00..01 COP1. H"n R-aw S-W .r. 1- 1997. 2007. AN f ghu A.-W. • PA N:%SO9ANKPAICFI\LPL%O20.FC TR-22010 PR-9 DISCLOSURE FOR CONFESSION OF JL 3MENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ""•"" has been omitted due to text length limitations. Borrower: 149 Partners Lender: Susquehanna Bank PA 157 South 32nd Street Manheim Pike Branch Office Camp Hill, PA 17011-5102 1570 Manheim Pike Lancaster, PA 17601 Declarant: Timothy F. Straub 2602 Market Street Camp Hill, PA 17011-4632 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF 20 '0'?-, A GUARANTY OF A PROMISSORY NOTE FOR $100,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, 1 AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: r LASER PRO U, 1I 9. VAr. 5.30.00.000 CDPt. N,A" F111-1W SW 61- Inc. 1997. 2007. AM Right, R,urvW. - PA H:19OBANKPAICFlILPLID30.RC TR•32010 PR-B DISCLOSURE FOR CONFESSION OF JL SMENT I References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "* * * " has been omitted due to text length limitations. Borrower: 149 Partners 157 South 32nd Street Camp Hill, PA 17011-5102 Lender: Susquehanna Bank PA Manheim Pike Branch Office 1570 Manheim Pike Lancaster, PA 17601 Declarant: Calvin W. Williams III 149 South Locust Point Road Mechanicsburg, PA 17055-9709 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF &&-ak , 20 Q1- A GUARANTY OF A PROMISSORY NOTE FOR $100,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. _ ,>v 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARA T: X (Seal) Calvin W. Williams III LASER PRO L,Ming, V.,. 5.30.00.00 Cep,, MGM R.- W S 1.6.- 1- 1997, 3007. M Rq"u RA d. - PR M:\SO8ANKPAICR1VL1030.FC TR-32010 PR-S VERIFICATION I, Robert Rahal, Senior Vice President of Susquehanna Bank, verify that I am authorized to make this verification on behalf of Susquehanna Bank, and that the facts contained in the foregoing Complaint for Confession of Judgment are true and correct to the best of my knowledge, information and belief and that the same are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. Robert Rahal, Senior Vice President of Susquehanna Bank 34 I 1??/Cj SUSQUEHANNA BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. . NO. (play C, Vi( T&rit 149 PARTNERS, JAMES S. GARDNER aka J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, Defendants CIVIL ACTION -LAW CERTIFICATE OF RESIDENCE (Loan # 10003468997 - August 22, 2007) I, Clayton W. Davidson, certify that the addresses for the Defendants are: 149 Partners 157 South 32nd Street Camp Hill, PA 17011 Timothy F. Straub 2602 Market Street Camp Hill, PA 17011 James S. Gardner aka J. Scott Gardner 2712 Lisburn Road, Apt 304 Camp Hill, PA 17011 Calvin W. Williams, III 149 South Locust Point Road Mechanicsburg, PA 17055 I further certify the address for the Plaintiff is 1570 Manheim Pike, Lancaster, Pennsylvania 17601. Date: September 2, 2009 McNEES WALLACE & NURICK LLC Clayto . Davids PA Attorney I.D. . 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, Susquehanna Bank By ??, FILED-oF AGE THE PpDT!CNO-TARY 2009 SEP -8 PM 3' 5-3 i :u:UNTY r. , % SUSQUEHANNA BANK, Plaintiff v. 149 PARTNERS, JAMES S. GARDNER aka J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. Oq - (01 coq e;ty Y I I e'rot- CIVIL ACTION - LAW AFFIDAVIT OF NON-MILITARY SERVICE AND LAST-KNOWN ADDRESSES (Loan # 10003468997 - August 22, 2007) COMMONWEALTH OF PENNSYLVANIA t)ALA P PZN : SS. COUNTY The undersigned, being duly sworn according to law, deposes and says that to the best of my information and belief, Defendants, James S. Gardner aka J. Scott Gardner, Timothy F. Straub and Calvin W. Williams, III, 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, f/k/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et seq. James S. Gardner aka J. Scott Gardner is over eighteen (18) years of age and was last known residing at 2712 Lisburn Road, Apt 304, Camp Hill, Pennsylvania 17011. Timothy F. Straub is over eighteen (18) years of age and was last known residing at 2602 Market Street, Camp Hill, Pennsylvania 17011. Calvin W. Williams, III is over eighteen (18) years of age and was last known residing at 149 South Locust Point Road, Mechanicsburg, Pennsylvania 17055. C;? Clayton W avid on SWORN and subscribed to before me this day of September, 2009. Notary Public My Commission Expires (SEAL) FILE }gin , `,OF THE 2009 5EP -8 PM 3` 5 J' CK'd p # a-3 D3y I //v 1`, 64, r? mac Cam( SUSQUEHANNA BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. DT - (v 1(5Lq C?vt ( &pt 149 PARTNERS, JAMES S. GARDNER aka J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, Defendants CIVIL ACTION -LAW NOTICE OF ENTRY OF JUDGMENT (Loan # 10003468997 - August 22, 2007) TO: 149 Partners 157 South 32°d Street Camp Hill, PA 17011 Timothy F. Straub 2602 Market Street Camp Hill, PA 17011 James S. Gardner aka J. Scott Gardner 2712 Lisburn Road, Apt 304 Camp Hill, PA 17011 Calvin W. Williams, III 149 South Locust Point Road Mechanicsburg, PA 17055 You are hereby notified that on September, 2009 a judgment by confession was entered against each of you in the above-captioned case in favor of Susquehanna Bank as follows: Principal: $98,671.50 Accrued Interest: 1,659.45 Late Fees: 10,096.26 Attorney's Fees 10% commissions 10,033.09 Total: $120,460.30* *along with interest accruing at the current per diem rate of $10.27 until paid in full (the "Indebtedness") DATE: P OTHONOTA SUSQUEHANNA BANK, Plaintiff v. 149 PARTNERS, JAMES S. GARDNER aka J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 09-6124 Civil Term CIVIL ACTION - LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON TO: Timothy F. Straub 2602 Market Street Camp Hill, PA 17011 A judgment in the amount of $120,460.30 as of August 1, 2009 along with interest accruing at the per diem rate of $10.27, costs and reasonable attorney's fees until paid in full has been entered against you on September 8, 2009, in favor of the Plaintiff under the above captioned action without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 McNEES, WALLACE & NURICK Date: October , 2009 By Clayton W. Davidson Attorney I.D. No. 79139 100 Pine Street P. O. Box 1166 Harrisburg, PA 17108-1166 (717) 237-5357 (717) 237-5300 fax Attorneys for Plaintiff, Susquehanna Bank E 20H Q3T 13 Pil 3: On 4 r CLIM Sheriffs Office of Cumberland County R Thomas Kline Sheri Ronny R Anderson Chief Deputy Jody S Smith Civil Process Sergeant Edward L Schorpp Solicitor ???,?lp of ??ctkbrrf$? Z" ? wtsr O"ir,E OF IHE SrERIFF ALEQ-L ?F F'I E- -O THc i ,F. 1-Y0`v!()FAA4Y Susquehanna Bank vs. Timothy F. Straub 2009 0C T 20 AN 9: 4 7 C ?. Case Number 2009-6124 SHERIFF'S RETURN OF SERVICE 10/15/2009 11:43 AM - Timothy Black, Deputy Sheriff, who being duly sworn according to law, states that on October 15, 2009 at 1143 hours, he served a true copy of the within Notice Under Rule 2958.1 of Judgment and Execution Thereon, upon the within named defendant, to wit: Timothy F. Straub, by making known unto himself personally, at 157 S. 32nd Street Camp Hill, Cumberland County, Pennsylvania 17011 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $55.44 October 16, 2009 SO ANSWERS, R THOMAS KLINE, SHERIFF Sher f SUSQUEHANNA BANK, ) Plaintiff vs. 149 PARTNERS, JAMES S. GARDNER aka ) J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, ) Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 2009-06124 CIVIL TERM PRAECIPE TO RELEASE LIEN TO THE PROTHONOTARY: You are hereby directed to release the premises described in the legal description attached hereto from the lien of the above-captioned judgment. SUSQUEHANNA BANK By: "?- C_- ? -'/ en, / L/< Dated: / v / / ,C/G --) t AM E R 4 "S 4, First American Title Insurance Company SCHEDULE C Legal Description ALL THOSE CERTAIN tracts or parcels of land situate in the Borough of Camp Hill, County of Cumberland and Commonwealth of Pennsylvania, bounded and described as follows, to wit: BEGINNING at an iron pin on the eastern side of Twenty-ninth Street and at other lands now or formerly of Mrs. Hoffman; thence North forty-four degrees nine minutes East (N. 44' 09' E.) fifty-eight and three-tenths (58.3) feet along Twenty-ninth Street to a point on the concrete approach to the building; thence in line with the center line of the partition between the two houses South fifty-five degrees thirty-six minutes East (S. 55° 36'E.) fifty- eight and forty-five hundredths (58.45) feet to an iron post; thence along the fence to the garages South eighty-six degrees twenty-four minutes East (S. 86' 24'E) thirty-seven (37) feet, more or less, to the center of the garage building; thence by the center of said building North eighty-eight degrees one minute East (N. 88' 01' E.) ten and five-tenths (10.5) feet, more or less, to the line of lands now or formerly of Mrs. Mary Ott; thence by the line of land now or formerly of Mrs. Ott and O.B. Bischoff South no degrees twenty-nine minutes West (S. 0° 29'W.) forty-five and nineteen hundredths (45.19) feet to an iron pipe in line of land of said Bischoff; thence by other lands now or formerly of Mrs. Hoffman, North sixty- seven degrees twenty minutes West ( N. 67' 20; W.) one hundred forty-four and forty-six hundredths (144.46) feet to an iron pin, the place of BEGINNING. HAVING thereon erected a two (2) story brick and frame one-half of a double dwelling house known as No. 7 North Twenty-Ninth Street and also a garage. BEING THE SAME premises which Calvin W. Williams, III, a single man, by his deed dated the 12' day of October, 2009 and to be recorded simultaneously herewith, granted and conveyed unto Bobbi R. Misiti and Anthony R. Misiti, her husband, MORTGAGORS herein. FTPA-61 (Rev. 4/ 1 /07) PA-3 OF TH F -"',"EOTARY 2009 NOV -4. AM 10: O$ fly 1, j, S ? P ?k? 31 od RELEASE OF JUDGMENT LIEN AGAINST 2140 MARKET STREET, UNIT 101 B, CAMP HILL, PA 17011 Lienholder: Judgments dated September 8, 2009 SUSQUEHANNA BANK Upon premises located in the Camp Hill Borough, Cumberland County, to Pennsylvania Debtors: TIMOTHY F. STRAUB and MARISA A.STRAUB Judgment Lien Docket No. Amount of Judgment Susquehanna Bank. v. 149 Partners, James S. No. 09-6124 $120,460.30 Gardner aka J. Scott Gardner, Timothy F. Straub and Calvin W. Williams, III FOR VALUE RECEIVED, and intending to be legally bound, SUSQUEHANNA BANK, hereby remises, releases, exonerates and discharges the following tract(s) or parcel(s) of land and any improvements therein or thereon from the liens above: ALL THAT CERTAIN tract or parcel of land known as 2140 Market Street, Unit 101B, Camp Hill Borough, Cumberland County, Pennsylvania, more particularly described in Exhibit "A" attached hereto and made a part hereof. PROVIDED, always, nevertheless, that neither this Release nor anything contained herein shall in any way or at any time be or be construed to be evidence of payment, satisfaction or discharge of the debt secured by said judgments, or to affect, alter or diminish the remedies at law for recovering the principal sum and interest and other charges secured by said judgments from any person or entity who or which has not been expressly released from liability therefor. WITNESS the due execution hereof this ?? day of October, 2009. LIENHOLDER: By SUSQUEHANNA BANK Robert Rahal Senior Vice President {A1748291:1} COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF Cv 11'12?^'? On this, the day of October, 2009, before me, a Notary Public in and for the above-named Commonwealth and County, the undersigned officer, personally appeared Robert Rahal, who acknowledged himself to be the Senior Vice President of SUSQUEHANNA BANK, a corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purpose therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Notary Public COMMONWEALTH OF PEN_ Ng_ HNA Notarial Seal Gail F. Hess, Notary Public Hampden Twp , Cumberland County My Coirunission Expires Apr, 15, 2010 Member, Pennsylvania Associaftn of NoUifts {A1748291:1} .? >, , Exhibit "A" ALL THAT CERTAIN Unit and the property known, named and identified in the Declaration referred to below as "Academy Court Condominium," situate in the Borough of Camp Hill, Cumberland County, Pennsylvania, which has heretofore been submitted to the provisions of the Pennsylvania Uniform Condominium Act, 68 Pa. C.S.A. Section 3101 et seq., by the recording in the Office of the Recorder of Deeds of Cumberland County of a Declaration dated February 1, 1988, and recorded July 5, 1988, in Misc. Book 351, Page 777, as the same shall be amended from time to time as Unit No. B-101, which said Unit is more fully described in said Declaration, as the same may be amended from time to time, together with a proportionate undivided interest in the Common Elements, 9 as defined in said Declaration) of 6.99%. BEING Lot No. 1 and Lot No. 1A, Final Subdivision Plan; Regent Construction Company and Land Use Development Plan, Central Pennsylvania Savings Association, dated December 11, 1987, and revised January 11, 1988, recorded in Plan Book 54, Page 146, Cumberland County records. 2 ??; 23 13 f, I S: $'8. bo Pp ArH CY,* 1853,18 P.T*,:2W45Y SUSQUEHANNA BANK IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v NO. 2009-06124 CIVIL TERM 149 PARTNERS JAMES S. GARDNER a/k/a J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, Defendants PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY: You are hereby directed to release the premises described in the legal description attached hereto and labeled as exhibit "A" from the lien of the above-captioned judgment. SUSQUEHANNA BANK BY: ?l J"/,? "r G? l?l - Dated: 11 l?.4 Exhibit A Legal Description 2142 Market St. Camp Hill, PA 17011 Parcel No.:01-21-0271-366. i1202A ALL THAT CERTAIN Unit and the property known, named and identified in the Declaration referred to below as "Academy Court Condominium" situate in the Borough of Camp Hill, Cumberland County, Pennsylvania, which has heretofore been submitted to the provisions of the Pennsylvania Uniform Condominium Act, 68 PA. C.S.A. 3101 et seq., by the recording in the Office of the Recorder of Deeds of Cumberland County of a Declaration dated February 1, 1988, and recorded July 5, 1988, in Miscellaneous Book 351, Page 777, as the same shall be amended from time to time, as Unit No. A-202, which said Unit is more fully described in said Declaration, as the same may be amended from time to time, together with a proportionate undivided interest in the Common Elements (as defined in said Declaration) of 7.97%. BEING Lot No. 1 and Lot No. IA, Final Subdivision Plan, Regent Construction Company and Land Use Development Plan, Central Pennsylvania Savings Association, dated December 11, 1987, and revised January 11, 1988, recorded in the Office of the Recorder of Deeds in and for Cumberland County in Plan Book 54, Page 148. UNDER AND SUBJECT to any and all covenants, conditions, restrictions, rights-of-way, easements and agreements of record. t?l+j ?7•(„.. :;,,171:' ,r ` SUSQUEHANNA BANK Plaintiff v IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA 149 PARTNERS JAMES S. GARDNER a/k/a J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, . Defendants NO. 2009-06124 CIVIL TERM PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY: n -.-. ~ . .> z ,,,., ~, - . -., j n r-~ ; v~ cz~ ;=~:n ~ ..,.; r i .._ , , ,._ ~" ~c You are hereby directed to release the premises described in the legal description attached hereto and labeled as exhibit "A" from the lien of the above-captioned judgment. SUSQUEHANNA BANK ~~~~~. Dated: / ~ ~ i ~ l ~ ,~~ ~3 75~ r' ~4 Exhibit A Legal Description 18UU Sheepf`ord Rd. Mechanicsburg, PA 17055 Parcel No.:l.3-27-1877-025 13-27-1877-026 ALL THAT CERTAIN piece or parcel of and situate in Lower Allen Township, Cumberland County, Pennsylvania, bounded and described in accordance with a survey and plan thereof dated November 12, 1951, prepared by D. P. Raffensperger, R.S., as follows: BEGINNING at a point in the center line of a public road known as Old Forge Road at line of lands now or late of Pennsylvania Turnpike Commission; thence along the line of lands of the Pennsylvania turnpike Commission South eighty (80) degrees twenty-six (26) minutes West one hundred twenty-seven and twenty hundredths (127.20) feet to a paint; thence continuing by said lands south eighteen (18) degrees five (5) minutes West one hundred seventy-seven and fifty-six one hundredths (177.56) feet to a point on line of lands now or late of Robert B. Cline; thence along said lands South seventy (70) degrees fifty-two (52)minutes East two hundred sixteen and seventy-four one-hundredths (216.74) feet to a point; thence North twenty-one (21) degrees no (00) minutes East One hundred eighty-nine and sixty-seven one-hundredths (189.67) feet to a spike in the center line of Old Forge Road; thence along center line of Old Forge Road North fifty-two (52) degrees fifty-one (51) minutes West fifty-six and seventeen one-hundredths (56.17) feet to a point; thence by the same North forty-three (43) degrees thirty-one (31) minutes West sixty-eight and seventy-three one-hundredths (68.73) feet to a point, the place of BEGINNING. 13-27-1877-025 ALL THOSE TWO CERTAIN pieces or tracts of land situate in the Lower Allen Township, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wit: PARCEL NO. A BEGINNING at a point in the southern right-of-way line of the Pennsylvania Turnpike, said point being opposite Turnpike center line station 673/85.03, 120 feet distant measured therefore radially; thence south 18 degrees 25 minutes 32 seconds east 69.72 feet to a point, being a corner common to lands now or formerly of S. Simon, lands now or formerly of William Cline and the Pennsylvania Turnpike commission; thence north 88 degrees 50 minutes 38 seconds west 102.02 feet to a corner common to the lands now or formerly of S. Simon and the Pennsylvania turnpike Commission; thence north 18 degrees 25 minutes 32 seconds west 61.24 feet to a point in the southern right-of-way line; thence by a curve to the left having a radius of 4,703.75 feet, an arc distance of 99.5 feet to the point and place of BEGINNING. CONTAINING 0.144 acres, more or less, and being Surplus parcel 363. PARCEL NO. B l* BEGINNING at a point in the southern right-of-way line of the Pennsylvania Turnpike Center line Station 673/85.03, 120 feet distant measured therefrom radially; thence by a curve to the left having a radius of 4.703.75 feet, an arc distance of 372.88 feat to a point i.. the southern right-of-way line; thence continuing along the same south 72 degrees 52 minutes 32 seconds east 14.09 feet to a point common to lands now or formerly of C. James Snyder, Jr. and the Pennsylvania Turnpike Commission; thence along lands now or formerly of Snyder south 18 degrees 18 minutes 06 seconds west 146.39 feet to a point, said point being in common to the lands now or formerly of Snyder and the Pennsylvania Turnpike Commission; thence north 83 degrees 30 minutes 59 seconds west 318.00 feet to a point, said point being common to the lands now or formerly of S. Simon, Parcel 363 and the Pennsylvania Turnpike Commission, thence north 18 degrees 25 minutes 32 seconds west 69.72 feet to the point and place of BEGINNING. IN THE COURT OF CO1rIIriON PLEAS OF CUI~ERLAND COUNTY , SUSQUEHANNA BANK VS. 149 PARTNERS, JAMES S. GARDNER a/k/a J. SCOTT GARDNER, TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III No. 0~ CIVIL TERN? ~ C- ~t PRAECIPE TO SATISFY CONFESSION OF JUDGMENT To the Prothonotary: ( )Please mark the above captioned action OR :. ~_:.: ., N <. c... f ~i ^'t c., ~~ !tc_~ :c~ .~ ( X )Please mark the above captioned judgment or lien settled and satisfied. SUSQUEHANNA BANK j~ Title. June !~, 2010 SUSQUEHANNA BANK Plaintiff VS James S. Gardner a/k/a J. Scott Gardner Timothy F. Straub Calvin W. Williams, III 149 Partners Defendants In the Court of Common Pleas Cumberland County PA ~? . ~ ,r r'. - No: 2009-6124 `- ~~ r , . -- _ -. Civil Action -Law `^ ~.. _... ~r .. RELEASE OF JUDGMENT LIEN FOR VALUE RECEIVED, and intending to be legally bounded, Susquehanna Bank, hereby. remises,. releases, exonerates .and .discharges the following tract or parcel of land and any improvements therein or thereon from the lien above: ALL THOSE CERTAIN three (3) lots, tracts or parcels of ground, with the buildings and improvements thereon erected, situate and lying more particularly as described in Exhibit "A", attached hereto and made a part hereof. ~.T--- s~,~~, ,--- PROVIDED, always, nevertheless, that neither this Release nor anything contained herein shall in any way or at any time be or be construed to be evidence of payment, satisfaction or discharge of the debt secured by said judgment, or to affect, alter or diminish the remedies at law for recovering the principal sum and interest and other charges secured by said judgment from any person or entity who or which has not been expressly release from liability therefore. WITNESS the due execution hereof this day of-~~~1~ , 2010. LIENHOLDER: SUSQUEHANNA BANK Robert Rahal, Senior Vice President d„ ~ D v P~ w~ ~s ~ --: ,, G~ ~ YS~ 71 .._ ~.~ a=y~~s~ 221 Market Street New Cumberland PA Parcel number 25-25-006-319 ~- TAT E~I'AIN picee ~' ~e1 of lead ornate m the Borough of \ew Camberland, Gtmrberland County, PermaYh'atuia: taore patttgtlarly brbmded and deecnbed as falkiws, to wit: BEGG at a poiai; tlu twr@teast canter of Sesxmtd Alley and Mariaet Streefi [hence nC~tastwardly along Second AUey, a dlsrr~ee oPser~rty f 70) i~et to a pmnt at lead now ar font~rty of S.B. Marks Compatty; thettcx fI3.4~I f ~ ttartht<~a~ly 11 ~ Marloet Strut, a dtstaace ai'twenty-tbm and arx hwxkrdths pom.~ thence soutitav~gtrat~sttdly akntti and tltroag(t the cxarer line of a danbk frame durtlfreg home Mown as 221 and 223 Market Stroe~ a distaaco of aevlptty (74} feet to :li[atieet Street; thence '~~ a~'g ~`~ St10~ a of twemy threeandone-htntdtrdtbs (23.41} feet to Second Alley, the place of Bfi(~IIVNIl~TG. HAVL~Cf ~~ ERECTED a three tmry dwrlling "hottae lutoam artd mtmbered as 221 Market Strcet,lVear Cnntberhtttd, Pe~msytvania, _ ......., .. _ ,.... . . 700 Lisburn Road Camu Hill PA 17011 Parcel Number 13-23-0549-137 ALL THAT CERTAIN piece or parcel of land, situate, lying and being in Lower Allen Township, Cumberland County, Pennsylvania, more particularly bounded and described as follows: BEGINNING at an iron pin in-the center line of the intersection of Legislative Routes 21022 and 21023 (Spur E); thence along the center line of said Legislative Route 21023 (Spur E) south 13 degrees 55 minutes east 194.98 feet to a spike at line of land now or late of Samuel F. McDonald; thence along lands now or late of Samuel F. McDonald north 83 degrees 21 minutes west 140.80 feet to a point; thence north 24 degrees 06 minutes west 208.10 feet to an iron pin in center of Legislative Route 21022; thence along the center of said Legislative Route 21022, north 85 degrees 02 minutes east 178.62 feet to the place of BEGINNING. . ~ .•.tr..n.:i. JLU A 1{Ialaarx:c pit ~ b -rrct~. y ~ 1f,1 fort ~n ~,1-+,.~, tip:,.;, . ~. .x ; HAVING THEREON ERECTED a stone apartment building being known and numbered as 700 Lisburn Road, Camp Hill, Pennsylvania. 2602 Market Street Camu Hill PA 17011 Parcel Number 01-21-0271-0326 2602 Market Street, Camp Hill: ALL THAT CERTAIN tract of land.with the buildings thereon erected situate in the Borough of Camp Hill, "County of Cumberland, and Commonwealth of Pennsylvania, more. particularly bounded and described as follows, to wit: BEGINNING at a point at the northwest comer of Market Street end North Twenty-Sbeth Street; thence in a northerly divection and along the western line of North Twenty-Sixth Street, a distance of one hundred seventh five (175) feet to a fifteen (15) foot alley; thence in a westerly direction along the southern line of said fifteen (i5) foot alley, one hundred ninety-eight and six tenths (198.60) feet to the western line of Lot No. 1, Section A, of the hereinafter mentioned Plan of Lots; thence in a southerly direction along the western line of said Lot No. 1, Section A aforesaid, a distance of one hundred seventy-four and four-tenths (174.4) feet to a point on the northern line of Market Street; thence in a easterly directors along the northern line of Market Street, fwo hundred five feet (205) to a point, the point and place of BEGINNING. HAVING thereon erected a two and one-half (2'.4) story stone dwelling known and numbered as'2602 Market Street, Camp Hill, Pennsylvania. ....., ,.... .,..... ,.. ~ i ............ .....,1 il2.~ltl. ILCI-lu a.tkllilh-Lll.ai~u Ii~llli~ .. t u..k,4~~..ti 1::~ EXHIBIT A .,..~"~ 1 ,,....~ ee~il 1'~~l I~ff(I !'->frct~E,~~rf~+i~~r~lil-ti-,t1'r}--~~,r ! 7 `~ RELEASE OF JUDGMENT LIEN Lienholder SUSQUEHANNA BANK Vs Debtors 149 PARTNERS JAMES S. GARDNER a/k/a J. SCOTT GARDNER, TIMOTHY F. STRAUB CALVIN W. WILLIAMS, III, Judgment date 09/09/2010 : ~, nz ~- c; Docket 2009-6124 ~ °~ ' _~= . t {...' Amount: $120,460.30 -~ • 3 . - ~,`, ... ~- ~ - J FOR VALUE RECEIVED, and intending to be legally bounded, Susquehanna Bank, hereby remises, releases, exonerates and discharges the following tract or parcel of land and any improvements therein or thereon from the lien above: ALL THAT CERTAIN lot or parcel of ground, with the buildings and improvements thereon erected, situate and lying in the Borough of Camp Hill, County of Cumberland and State of Pennsylvania, known as 2331 Chestnut Street, Camp Hill, more particularly described in Exhibit "A", attached hereto and made a part hereof. PROVIDED, always, nevertheless, that neither this Release nor anything contained herein shall in any way or at any time be or be construed to be evidence of payment, satisfaction or discharge of the debt secured by said judgment, or to affect, alter or diminish the remedies at law for recovering the principal sum and interest and other charges secured by said judgment from any person or entity who or which has not been expressly release from liability therefore. WITNESS the due execution hereof this ~1 day of ~~ L , 2010. LIENHOLDER: SUSQUEHANNA BANK By. ~~i~~(/1/ Robert Rahal Senior Vice President ~g-ad Pd Mflle~~U~s~fl~~c.i ~~ ~~~I?' R~..,y6 X93 . ,~ EXHIBIT "A" LEGAL DESCRIPTION File No.: 20100299 ALL THAT CERTAIN lot of land situate in the Borough of Camp Hill, Cumberland County, Commonwealth of Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a point formed by the intersection of the southern line of Chestnut Street with the eastern line of Twenty- Fourth Street; thence in and easterly direction along the southern line of Chestnut Street 46 feet to a point; thence in a southerly direction along a line at right angles with Chestnut Street 140 feet to a 15 feet wide alley; thence in a Westerly direction along the northern lien of said alley 51.25 feet to Twenty-Fourth Street; thence in a northerly direction along the eastern line of Twenty-Fourth Street 140.10 feet to the point or place of BEGINNING. Being Lots Nos. 59 and 60 and the western 6 feet of Lot No. 61 on the Plan of Lots in the Borough of Camp Hill laid out by Robert L_ Myers, said Plan being recorded in the Office of the Recorder of Deeds in and for the County of Cumberland in Deed Book N, Volume 6, Page 600. Being the same property acquired by Timothy F. Straub, a married man, and Calvin W. Williams, III, a married man, by Deed recorded 8/1/05, of record in Deed Book 270, Page 896, in the Office of the Recorder of Cumberland County, Pennsylvania. File No.: 20100299 Exhibit A Legal Description Page 1 of 1 SUSQUEHANNA BANK, Plaintiff v. JAMES S. GARDNER, SCOTT J. GARDNER, TIMOTHY F. STRAUB, and CALVIN W. WILLIAMS, III, 146 PARTNERS, Defendants ~~ -v q ~ m IN THE COURT OF COMMON P S c°~ om-.. CUMBERLAND COUNTY, PENN 3~'A N,~ ~°~ r-~ ~~= CIVIL ACTION -LAW .w ~ • . zo y. i s ., a --r''~ N0.29~-0-06124 RELEASE OF REALTY FROM LIEN OF JUDGMENT FOR VALUE RECEIVED, ,the undersigned SUSQUEHANNA BANK, Plaintiff, has remised, released, quitclaimed, exonerated and discharged, and by these presents does hereby remise, release, quitclaim, exonerate and discharge, unto MID PENN BANK., its respective successors and assigns, that certain premises described as follows: ALL THAT CERTAIN parcel or tract of land with the improvements erected thereon, situate in the Borough of Lemoyne, Cumberland County, Pennsylvania, said lot being bounded and described as set forth in Exhibit "A" attached hereto; ALL THAT CERTAIN parcel or tract of land with the improvements erected thereon, situate in the Barough of Lemoyne, Cumberland County, Pennsylvania, said lot being bounded and described as set forth in Exhibit "B" attached hereto; ALL THAT CERTA.Il~T Unit in the property known and indentified in the Declaration referred to below as "Cedar Place Condominium," located in the Township of Lower Allen, Cumberland County, Pennsylvania, said lot being bounded and described as set forth in Exhibit "C" attached hereto, TO HOLD THE SAME, with the appurtenances, unto Mid Penn Bank, its respective successors and assigns, forever freed, exonerated and discharged of and from the lien of the Judgment and every party thereof. Provided, however, that nothing herein contained shall in any manner affect, alter or diminish the duration, effect, lien or encumbrance of the above-described e~~ aiG ~ g ~~ ~yti ~~~ Judgment on any other property of Defendants or the remedies at law far recovering the remainder of the principal sum, with interest, due on the Judgment. It is the intention of the Plaintiff to be legally bound by this instrument. 1N WITNESS WHEREOF, the said Plaintiff has caused this Release to be executed, its corporate seal to be hereunto affixed, and the same to be duly executed this 7 day l~~rp~c/' , 2010, intending to be legally bound hereby. ATTEST: ~~~ f~ SUSQUEHANNA BANK COMMONWEALTH OF PENNSYLVANIA . SS. COUNTY OF ~~~~~ / ~ . On this, the 7T"'`~ day of U('/D.G~ , 2010, before me, a notary public, the undersigned o cer, in and for the Commonwealth of Pennsylvania, personally appeared ` ;(~d,~-z~ L-. ~a~i~~ ,who acknowledged him/herself to be the _~,~,~ ~J~ ~~ rc~-~ of P~a.~nn~-?~...1~ ___, and that helshe, as such officer, being duly authorized to do so, execute the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ~~~ ~~~ Notary Public My commission expires: ~y ~y Za~Z COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Scott D. Washinger, Notary Public Steelton Borough, Dauphin County M commission ex ite~ Jut t4 4dt3 Exhibit A BEGINNING at a point on the Southern line of Hummel Avenue at the distance of 40 feet westwardly, measured from the south-west corner of Hummel Avenue and Eighth Street formerly Black-bevy Alley; thence in southerly direction, along the western line of Lot No. 12 Block "E" on the plan of lots hereinafter mentioned, 150 feet to a point on the northern line of Peach Alley; thence in a westerly direction, along the northern line of said Peach Alley, 17 %2 feet, more or {ess, to a point; thence in a northerly direction, along a line running through the center of the partition wall of the double house erected in part on said Lot, 150 feet to a point on the Southern line of Hummel Avenue; thence in an easterly direction along the Southem fine of Hummel Avenue, 17 '/z feet, more or less, to a point, the Place of the BEGINNING. Exhibit B ALL THAT CERTAIN tract or parcel of land and premises, situate, lying and being in the Borough of Lemoyne, County of Cumberland, Commonwea{th of Pennsylvania, more particularly bounded and described in accordance with a survey and plan thereof made by Ernest J. Walker, Professional Engineer, dated July 25, 1964, as follows to wit: BEGINNING at a point on the northwest side of Hummel Avenue, said point being 69.2 feet southwest of a concrete monument at the corner of Hummel Avenue and Ninth Street; thence extending along Hummel Avenue, South 54 degrees West, 32.00 feet to a point, thence extending through Lot No. 39 on the hereinafter mentioned Plan of Lots, North 86 degrees West, 150.00 feet to a point on the southeast side of a 15-feet-wide alley; thence along said alley, North 54 degrees East, 32.00 feet to a point, thence extending through Lot No. 38 on said plan and passing through the center of a party wall, South 36 degrees East, one hundred fifty (150} feet to the point and place of BEGINNING. BEING 17 feet of Lot No. 38 and 15 feet of Lot No. 39, Block F, on the Plan of Lots known as "Plan No. 1 of Riverton„, which plan is recorded in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania in Deed Book J, Volume 4, Page 40. HAVING thereon erected a two and one-half story brick dwelling known as 909 Hummel Avenue. Tax Parcel #12-22-0824-037. Exhibit C ALL THAT CERTAIN Unit in the property known and indentified in the Declaration referred to below as "Cedar Place Condominium", located in the Township of Lower Alien, County of Cumberland, Commonwealth of Pennsylvania, which has heretofore been submitted to the provision of the Pennsylvania Uniform Condominium Act, 68 Pa.C.S. 3101 et se , by the recording in the Office of the Recorder of Deeds, in and for Cumberland County, a Declaration dated May 20, 1997 and recorded June 2, 1997 in Misce{laneous Book 548, Page 1048, being and designated in such Declaration, as Unit 307 as more fully described in such Declaration, together with a proportionate undivided interest in the Common Elements {as defined in such Declaration, as amended) of 3.2%. RELEASE OF JUDGMENT LIEN Lienholder Judgment date 09/09/2009 SUSQUEHANNA BANK ~ ...ate a ~, ° ~ Docket 2009-6124 ~~ a rn~ Vs : ;~ ~ - ~ -II,-n ~ ~ Debtors : Amount: $120,460.30 ~n ~° ~o ~• ~ o~ ~~ 149 PARTNERS ~ n o ~ rn JAMES S. GARDNER a/k/a ~ ~- D J. SCOTT GARDNER, --~ r.~ ~ TIMOTHY F. STRAUB CALVIN W. WILLIAMS, III, FOR VALUE RECEIVED, and intending to be legally bounded, Susquehanna Bank, hereby remises, releases, exonerates and discharges the following tract or parcel of land and any improvements therein or thereon from the lien above: ALL THAT CERTAIN lot or parcel of ground, with the buildings and improvements thereon erected, situate and lying in the Borough of Camp Hill, County of Cumberland and State of Pennsylvania, known as 19 S. 24th Street, more particularly described in Exhibit "A", attached hereto and made a part hereof. PROVIDED, always, nevertheless, that neither this Release nor anything contained herein shall in any way or at any time be or be construed to be evidence of payment, satisfaction or discharge of the debt secured by said judgment, or to affect, alter or diminish the remedies at law for recovering the principal sum and interest and other charges secured by said judgment from any person or entity who or which has not been expressly release from liability therefore. WITNESS the due execution hereof this ~ Z day of ~~` ~--~ , 2010. LIENHOLDER: SUSQUEHANNA BANK ~E~ a©~y' ,~ ~ ~o S~ Robert Rahal Senior Vice President EXHIBIT "A" LEGAL DESCRIPTION File No.: 20100513 BEGINNING at a point on the eastern side of South 24th Street, which point is the dividing line between the property of Bertha Lavine Lilley Meisdenhelder, now deceased, and that of Fred W. Reager and Gwuendole J. Reager, his wife; thence in an Easterly direction, along the dividing line between the two properties, one hundred fifty-two (152) feet, two (2) inches, more or less, to a twenty (20) foot alley; thence along the western line of said twenty (20) foot alley, south twenty- four (24) feet six (6) inches; thence in a westerly direction along the dividing line between the property of Bertha Lavine Lilley Meisenhelder, now deceased, and that of Leonard S. Shorter and Marjorie J. Shorter, his wife, one hundred fifty- two (152) feet, two (2) inches, more or less, to the eastern line of South 24th Street, formerly Myers Avenue; and thence along the eastern line of South 24th Street, twenty-four (24) feet six (6) inches to a point, the place of BEGINNING. File No.: 20100513 Exhibit A Legal Description Page 1 of 1 Clayton W. Davidson 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) cdavidsonna,mwn.com SUSQUEHANNA BANK, Plaintiff v. J010 DEC 28 Ali 11: 1 CUMBERLAND 00U'1JT' PENNS YLVAtfl 'A Attorneys for Plaintiff Susquehanna Bank IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 09-6124 (Civil Term) 149 PARTNERS, JAMES S. GARDNER aka J. SCOTT GARDNER, ; TIMOTHY F. STRAUB and CALVIN W. WILLIAMS, III, Defendants CIVIL ACTION -LAW PRAECIPE TO SATISFY JUDGMENT AND DISCONTINUE ACTION TO: THE PROTHONOTARY OF DAUPHIN COUNTY Please satisfy the judgment and thereafter discontinue the action. Date: Decemberd 1. , 2010 McNEES WALLACE & NURICK LLC By Clayto . Da 'dson PA I.D. No. 139 100 Pine Street P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidsona,mwn.com Attorneys for Plaintiff Susquehanna Bank CERTIFICATE OF SERVICE I certify that I have this date served a copy of the foregoing Praecipe to Satisfy Judgment and Discontinue Action on the following: 149 Partners 157S.32 nd Street Camp Hill, PA 17011 James S. Gardner aka J. Scott Gardner 2712 Lisburn Road, Atp. 304 Camp Hill, PA 17011 Timothy F. Straub 2602 Market Street Camp Hill, PA 17011 Calvin W. Williams, III 149 South Locust Point Road Mechanicsburg, PA 17055 Dated: December-*, 2010