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HomeMy WebLinkAbout09-7473t a IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK Plaintiff vs. 401 MARKET STREET PARTNERS, LLC,: GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, CIVIL ACTION No. O l- 7/? 3 C s v? Defendants Confession of Judgment CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrants of Attorney, copies of which are attached hereto, I appear for the above Defendants 401 Market Street Partners, LLC, Gator Development, LLC, Peter J. Russo, an adult individual, and R. Christopher Zampogna, an adult individual, and confess judgment in favor of the Plaintiff, Sovereign Bank, and against the Defendants 401 Market Street Partners, LLC, Gator Development, LLC, Peter J. Russo, an adult individual, and R. Christopher Zampogna, an adult individual, in the amount of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post judgment per contract, plus costs of suit as follows, itemized below: Unpaid Principal Amount $ 323,582.60 Interest to October 1, 2009 $ 19,622.12 Late Fees $ 1,395.50 Contractual Attorney Fees 10% $ 34,320.47 TOTAL $ 378,920.69 Per Diem Interest from October 2, 2009 until paid in full including post judgment per contract, plus costs of suit 94.378 Judgment entered as above. Dated: September 30, 2009 By: orrest T. Passerin, Esquire As Attorney for Defendants 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 Phone: 610-526-6358 I.D. No. 85897 I ) IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK CIVIL ACTION Plaintiff vs. No. ?,/ 73 ,U . GATOR DEVELOPMENT, LLC, 401 MARKET STREET PARTNERS, LLC,: PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, Defendants Confession of Judgment COMPLAINT FOR CONFESSION OF JUDGMENT Plaintiff, Sovereign Bank, confesses judgment against Defendants 401 Market Street Partners, LLC, Gator Development, LLC, Peter J. Russo, an adult individual, and R. Christopher Zampogna, an adult individual, in the amount of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post- judgment per contract, plus costs of suit as provided for in those certain note and guaranties, and in support thereof avers as follows: Parties 1. The Plaintiff is Sovereign Bank, a corporation organized and existing under the laws of the United States of America, and it is registered to do business in Pennsylvania with offices for the purpose of doing business at Two Aldwyn Center, East Lancaster Avenue and Aldwyn Lane, Villanova PA 19085-1420. 2. Defendant 401 Market Street Partners, LLC, is a Pennsylvania limited liability company whose address is 1520 Market Street, Camp Hill, Pennsylvania 17011 ("Borrower"). 1 , 3. Defendant Gator Development, LLC, is a Pennsylvania limited liability company whose principal address is 1520 Market Street, Camp Hill, Pennsylvania 17011 ("Gator") 4. Defendant Peter J. Russo is an adult individual whose principal address is 4 Shoff Court, Mechanicsburg, Pennsylvania 17055 ("Russo"). 5. Defendant R. Christopher Zampogna is an adult individual whose principal address is 5 Saratoga Place, Camp Hill, Pennsylvania 17011 ("Zampogna"). Count I SOVEREIGN BANK v. 401 MARKET STREET PARTNERS, LLC 6. On or about June 28, 2006, Sovereign Bank made available a loan to Borrower in the original principal amount of $340,000.00 (the "Loan") as evidenced by that certain Promissory Note dated June 28, 2006, in the original principal amount of $340,000.00 executed by Borrower in favor of Sovereign Bank and an accompanying Disclosure for Confession of Judgment (collectively, the "Note"). A true and correct of copy of the Note is attached hereto, incorporated herein and marked as Exhibit "A". 7. As collateral for obligations, debts and liabilities of Borrower to Sovereign Bank, including, without limitation, the Note, Borrower: (A) executed and delivered to Sovereign Bank that certain Commercial Security Agreement dated June 28, 2006, whereby Borrower granted a security interest in certain assets of Borrower, including, without limitation, all inventory, chattel paper, accounts, equipment and general intangibles; and (B) granted to Sovereign Bank that certain Mortgage dated June 28, 2006, recorded in the Cumberland County Recorder of Deeds in Book 1957, Page 810, on the real property and improvements located thereon located in Cumberland County, , Pennsylvania designated as Tax Parcel ID No. 25-24-0813-046 (as more particularly described in such Mortgage) which secures all obligations debts and liabilities (including interest thereon) of Borrower to Sovereign Bank, including, without limitation, all obligations debts and liabilities of Borrower pursuant to the Note. 8. Sovereign Bank is the holder of the Note. 9. The Note authorizes confessions of judgment. 10. The Note has not been assigned. 11. The judgment to be entered does not involve a loan defined as a "consumer credit transaction" in accordance with Annex A. to Title 231, Chapter 2950, Rule 2951(a)(2). 12. Judgment has not been entered on the attached Note in any jurisdiction. 13. The Note is less than twenty (20) years old and no application for a court order granting leave to enter judgment after notice is required. 14. The Note provides for confession of judgment against Borrower after default under the Note. 15. Defendant Borrower is in default under the terms of the Note for, among other things, failure of Defendant Borrower to perform its payment obligations to Sovereign Bank as and when due, and failure to pay in full all amounts due under to the Note upon demand. 16. Sovereign Bank has exercised its right to confess judgment pursuant to the terms of the Note for an amount which Defendant Borrower may become liable. 17. On or about August 5, 2009, Sovereign Bank delivered to Defendant Borrower, via first class mail and certified mail, return receipt requested, a written notice of default and demand that all outstanding principal amounts, plus accrued interest and late fees due under the Note be paid in full, and Defendant Borrower failed to do so. A true and correct of copy of the Notice of Default is attached hereto, incorporated herein and marked as Exhibit "B". 18. As a consequence of Defendant Borrower's failure to cure this default, Defendant Borrower is liable to Sovereign Bank in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post- judgment per contract, plus costs of suit itemized as follows: Unpaid Principal Amount $ 323,582.60 Interest to October 1, 2009 $ 19,622.12 Late Fees $ 1,395.50 Contractual Attorney Fees (10%) $ 34,320.47 TOTAL $ 378,920.69 Per Diem Interest from October 2, 2009 until paid in full including post judgment per contract, plus costs of suit $ 94.37826 WHEREFORE, Plaintiff, Sovereign Bank, demands judgment against the Defendant Borrower in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post judgment per contract, plus costs of suit as authorized by the Warrant appearing in the Note. Count II SOVEREIGN BANK v. GATOR DEVELOPMENT, LLC 19. Sovereign Bank incorporates the above averments as if more fully set forth herein. 20. On or about June 28, 2006, Gator executed that certain Commercial Guaranty in favor of Sovereign Bank whereby Gator is guaranty and surety for all debts, liabilities and obligations of Borrower to Sovereign Bank, including, without limitation, all debts, liabilities and obligations of Borrower under the Note, and an accompanying Disclosure for Confession of Judgment (collectively, the "Gator Guaranty"). A true and correct of copy of the Gator Guaranty is attached hereto, incorporated herein and marked as Exhibit 66C» 21. Sovereign Bank is the holder of the Gator. 22. The Gator Guaranty authorizes confessions of judgment. 23. The Gator Guaranty has not been assigned. 24. The judgment to be entered does not involve a loan defined as a "consumer credit transaction" in accordance with Annex A. to Title 231, Chapter 2950, Rule 2951(a)(2). 25. Judgment has not been entered on the attached Gator Guaranty in any jurisdiction. 26. The Gator Guaranty is less than twenty (20) years old and no application for a court order granting leave to enter judgment after notice is required. 27. The attached Gator Guaranty imposes the liability against Defendant Gator, and, as such, Defendant Gator is primarily liable with Defendant Borrower for the principal and all sums due and owing under the Note upon default. 28. The Gator Guaranty provides for confession of judgment against Defendant Gator after default under the Gator Guaranty. 29. Defendant Gator is in default under the terms of the Gator Guaranty. 30. Sovereign Bank has exercised its right to confess judgment pursuant to the terms of the Gator Guaranty for an amount which Defendant Gator may become liable. 31. On or about August 5, 2009, Sovereign Bank delivered to Defendant Gator, via first class mail and certified mail, return receipt requested, a written notice of default and demand for payment in full of all outstanding principal amounts, plus accrued interest and late fees due under the Note and, Defendant Gator failed to do so. A true and correct of copy of the Notice of Default is attached hereto, incorporated herein and marked as Exhibit "B". As a consequence of Defendant Gator's failure to cure this default, Defendant Gator is liable to Sovereign Bank in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009,until paid in full, including post judgment per contract, plus costs of suit itemized as follows: Unpaid Principal Amount $ 323,582.60 Interest to October 1, 2009 $ 19,622.12 Late Fees $ 1,395.50 Contractual Attorney Fees (10%) $ 34,320.47 TOTAL $ 378,920.69 Per Diem Interest from October 2, 2009 until paid in full including post judgment per contract, plus costs of suit $ 94.37826 WHEREFORE, Plaintiff, Sovereign Bank, demands judgment against Defendant 401 Market in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post judgment per contract, plus costs of suit as authorized by the Warrant appearing in the Gator Guaranty. Count III SOVEREIGN BANK v. PETER J. RUSSO 32. Sovereign Bank incorporates the above averments as if more fully set forth herein. 33. On or about June 28, 2006, Russo executed that certain Commercial Guaranty in favor of Sovereign Bank, which Commercial Guaranty was amended and restated in its entirety by that certain Commercial Guaranty was executed by Russo on or about June 4, 2007, in favor of Sovereign Bank pursuant to which Russo is guaranty and surety all debts, liabilities and obligations of Borrower to Sovereign Bank, including, without limitation, all debts, liabilities and obligations of Borrower under the Note, and an accompanying Disclosure for Confession of Judgment (collectively, the "Russo Guaran "). A true and correct of copy of the Russo Guaranty is attached hereto, incorporated herein and marked as Exhibit "D". 34. Sovereign Bank is the holder of the Russo Guaranty. 35. The Russo Guaranty authorizes confessions of judgment. 36. The Russo Guaranty has not been assigned. 37. The judgment to be entered does not involve a loan defined as a "consumer credit transaction" in accordance with Annex A. to Title 231, Chapter 2950, Rule 2951(a)(2). 38. Judgment has not been entered on the attached Russo Guaranty in any jurisdiction. 39. The Russo Guaranty is less than twenty (20) years old and no application for a court order granting leave to enter judgment after notice is required. 40. The attached Russo Guaranty imposes the liability against Defendant Russo, and, as such, Defendant Russo is primarily liable with Defendant Borrower for the principal and all sums due and owing under the Note upon default. 41. The Russo Guaranty provide for confessions of judgment against Defendant Russo after default under the Russo Guaranty. 42. Defendant Russo is in default under the terms of the Russo Guaranty. 43. Sovereign Bank has exercised its right to confess judgment pursuant to the terms of the Russo Guaranty for an amount which Defendant Russo may become liable. 44. On or about August 5, 2009, Sovereign Bank delivered to Defendant Russo, via first class mail and certified mail, return receipt requested, a written notice of default and demand for full payment of all outstanding principal amounts, plus accrued interest and late fees due under the Note, and Defendant Russo failed to do so. A true and correct of copy of the Notice of Default is attached hereto, incorporated herein and marked as F.Yhihit 11R11 As a consequence of Defendant Russo's failure to cure this default, Defendant Russo is liable to Sovereign Bank in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post judgment per contract, plus costs of suit itemized as follows: Unpaid Principal Amount $ 323,582.60 Interest to October 1, 2009 $ 19,622.12 Late Fees $ 1,395.50 Contractual Attorney Fees (10%) $ 34,320.47 TOTAL $ 378,920.69 Per Diem Interest from October 2, 2009 until paid in full including post judgment per contract, plus costs of suit $ 94.37826 WHEREFORE, Plaintiff, Sovereign Bank, demands judgment against Defendant Russo in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post judgment per contract, plus costs of suit as authorized by the Warrant appearing in the Russo Guaranty. Count IV SOVEREIGN BANK v. R. CHRISTOPHER ZAMPOGNA 45. Sovereign Bank incorporates the above averments as if more fully set forth herein. 46. On or about June 28, 2006, Zampogna executed that certain Commercial Guaranty in favor of Sovereign Bank, which Commercial Guaranty was amended and restated in its entirety by that certain Commercial Guaranty was executed by Zampogna on or about June 4, 2007, in favor of Sovereign Bank pursuant to which Zampogna is guaranty and surety all debts, liabilities and obligations of Borrower to Sovereign Bank, including, without limitation, all debts, liabilities and obligations of Borrower under the Note, and an accompanying Disclosure for Confession of Judgment (collectively, the "Zamyogna Guaranty"). A true and correct of copy of the Zampogna Guaranty is attached hereto, incorporated herein and marked as Exhibit "E". 47. Sovereign Bank is the holder of the Zampogna Guaranty. 48. The Zampogna Guaranty authorizes confessions of judgment. 49. The Zampogna Guaranty has not been assigned. 50. The judgment to be entered does not involve a loan defined as a "consumer credit transaction" in accordance with Annex A. to Title 231, Chapter 2950, Rule 2951(a)(2). 51. Judgment has not been entered on the attached Zampogna Guaranty in any jurisdiction. 52. The Zampogna Guaranty is less than twenty (20) years old and no application for a court order granting leave to enter judgment after notice is required. 53. The attached Zampogna Guaranty imposes the liability against Defendant Zampogna, and, as such, Defendant Zampogna is primarily liable with Defendant Borrower for the principal and all sums due and owing under the Note upon default. 54. The Zampogna Guaranty provide for confessions of judgment against Defendant Zampogna after default under the Zampogna Guaranty. 55. Defendant Zampogna is in default under the terms of the Zampogna Guaranty. 56. Sovereign Bank has exercised its right to confess judgment pursuant to the terms of the Zampogna Guaranty for an amount which Defendant Zampogna may become liable. 57. On or about August 5, 2009, Sovereign Bank delivered to Defendant Zampogna, via first class mail and certified mail, return receipt requested, a written notice of default and demand for full payment of all outstanding principal amounts, plus accrued interest and late fees due under the Note, and Defendant Zampogna failed to do so. A true and correct of copy of the Notice of Default is attached hereto, incorporated herein and marked as Exhibit "B". As a consequence of Defendant Zampogna's failure to cure this default, Defendant Zampogna is liable to Sovereign Bank in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post- judgment per contract, plus costs of suit itemized as follows: Unpaid Principal Amount $ 323,582.60 Interest to October 1, 2009 $ 19,622.12 Late Fees $ 1,395.50 Contractual Attorney Fees (10%) $ 34,320.47 TOTAL $ 378,920.69 Per Diem Interest from October 2, 2009 until paid in full including post judgment per contract, plus costs of suit $ 94.37826 WHEREFORE, Plaintiff, Sovereign Bank, demands judgment against Defendant Zampogna in the total sum of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post judgment per contract, plus costs of suit as authorized by the Warrant appearing in the Zampogna Guaranty. Dated: September 30, 2009 By: orrest T. Passerin, Esquire As Attorney for Defendants 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 Phone: 610-526-6358 I.D. No. 85897 VERIFICATION I verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. I further verify that I am a Vice President of SOVEREIGN BANK, and that as such, I am authorized to make this Verification on its behalf. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsification to authorities. SOVEREIGN BANK DATED: -7/0 C? By: Pesavento Vice PROMISSORY NOTE DA?_ Borrower: 401 Market Street Partners, LLC 1520 Market Street Camp Hill, PA 17011 Lender: Sovereign Bank Commercial Banking Division 235 N. 2nd Street Harrisburg, PA 17101 Principal Amount: $340,000.00 Date of Note: PROMISE TO PAY. 401 Market Street Partners, LLC ("Borrower") promises to pay to Sovereign Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Forty Thousand & 00/100 Dollars ($340,000.00), together with interest at the rate of 7.500% per annum on the unpaid principal balance from or/, _„;?Z - CUP , until paid in full. The Interest rate may change under the terns and conditions of the "INTEREST AFTER DEFAULT - section. PAYMENT. Borrower will pay this loan in accordance with the following payment schedule: The term of this Note shall not exceed five (5) years. Borrower will make six (6) monthly payments of accrued interest as of each payment due date. Borrower's first payment is due one month from the date of this Note, with all subsequent payments to be due and payable on the same day of each month thereafter. Commencing seven (7) months from the date of this Note and continuing on the same day of each month thereafter, Borrower will make fifty-three (53) equal monthly payments of principal and interest based on twenty 120) years amortization in the amount of $2,791.05. One final payment of all outstanding principal, together with accrued unpaid Interest, late fees and unpaid loan charges, if any, will be due and payable in full on LP-, 2011. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the 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. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender Is entitled to the following prepayment penalty: Prepayment Penalty in the amount of five (6%) percent the first year, four (4%) percent the second year, three (3%) percent the third year, two (2%) percent the fourth year, and one (1%) percent the fifth year. This penalty apples to prepayment of principal in full or in part. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier then it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender 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 Note, and Borrower 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 the payment constitutes "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 delivered to: Sovereign Bank, P. O. Box 12707 Reading, PA 19612-2707. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $10.00, 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 3.000 percentage points. If judgment is entered in connection with this Note, interest will continue to accrue 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 maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("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 to comply with 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 of any other 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. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any loan. 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 any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower'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 against Borrower. 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 agency against 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 of the creditor 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 adequate 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 validity of, or liability 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. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or PROMISSORY NOTE (Continued) performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Page 2 Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a !reach of the same provision of this Note within the preceding twelve 0 2) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter 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. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial M any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. 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. 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. 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. 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 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. 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: PROMISSORY NOTE (Continued) LENDER: SOVEREIGN BANK X ? ,L'+ Authorized Signer Page L- UA N10 tw.&& Va. 5.31.wam cw. Hwb" ft-" S mb, Uo. 107. SODS. N NO% ftWa 1. • M 0:1000UMPROf "MU MM 7Wl U{ Ma DISCL SURE FOR CONFESSION OF JDGMENT Declarant: 401 Market Street Partners, LLC Lender: Sovereign Bank 1520 Market Street Commercial Banking Division Camp Hill, PA 17011 235 N. 2nd Street Harrisburg, PA 17101 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS pot 0 DAY OF )Qne 20-D&, A PROMISSORY NOTE FOR $340,000.00 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 VERSIGNEDD ECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. THE 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 MANED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: IN LS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. 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: 401 NI/CP(nISTREWPARTNERS, LLC Market Street Ppfto6rs, LLC USSR PRO WAft V- 5-21.00.004 Cw. HoloW R..W Sw dtl M. 1997, 20M AS RVM ft rt . - PA 0:WOCIWPR0WFFAPLW .{C 71412336 9913 #Sovereigiri Banksm August 5, 2009 VIA REGULAR MAIL AND CERTIFIED MAIL, RETURN RECEIPT REQUESTED 401 Market Street Partners, LLC 1520 Market Street Camp Hill, Pennsylvania 17011 Gator Development, LLC 1520 Market Street Camp Hill, Pennsylvania 17011 James R. Ridd 3 Charisma Drive Camp Hill, Pennsylvania 17011 Peter J. Russo 4 Shoff Court Mechanicsburg, Pennsylvania 17055 Kevin M. Shook 3716 Falkstone Drive Mechanicsburg, Pennsylvania 17050 Rory G. Ritrievi 1019 Turnbridge Lane Mechanicsburg, Pennsylvania 17050 R. Christopher Zampogna 5 Saratoga Place Camp Hill, Pennsylvania 17011 Re: Indebtedness of 401 Market Street Partners, LLC (the "Borrower"), to Sovereign Bank (the "Bank") as guarantied by Gator Development, LLC, James R. Ridd, Peter J. Russo, Kecvin M. Shook, Rory G. Ritrievi and R. Christopher Zampogna (collectively, the "Guarantors") Forres T. Passerin, Esquire Sovereign Bank 20-536-C01 One Aldwyn Center East Lancaster Avenue and Aldwyn Lane Villanova PA 19085-1420 Telephone: 610-526-6358 E-mail: Foasseri("a SovereienBank.com August 5, 2009 Page 2 of 3 Dear Gentlemen: Responsibility for the loan arrangements between the Bank and the Borrower has been transferred. All communications from the Borrower and/or Guarantors to the Bank are to be addressed to James Pesavento, Vice President, PAl-HNS-03-01, 235 North Second Street, Harrisburg, PA 17101, until further written notice from the Bank. All terms not otherwise defined herein shall have the meaning ascribed to such terms in that certain Business Loan Agreement dated June 28, 2006, between the Borrower and the Bank (the "Loan Agreement"). Reference is made to the Promissory Note of the Borrower in the original principal amount of $340,000.00, dated June 28, 2006, and payable to the order of the Bank (the "Note"). The Bank is the holder of the Note. The Borrower is in default under the Note in that the Borrower has failed to, among other things, make timely payment of principal and interest due on January 28, 2009, February 28, 2009, March 28, 2009, April 28, 2009, May 28, 2009, June 28, 2009 and July 28, 2009 (collectively, the "Default"). This letter constitutes formal notice to the Borrower and Guarantors of the occurrence of the Default. Effective as of August 5, 2009, the Bank has elected to increase the rate of interest charged on the unpaid principal balance of the Note to the default rate of interest provided for in the Note, which is 10.5% per annum (the "Default Interest Rate"). The Borrower may continue to receive invoices for payments under the Note that do not reflect this change in interest rate. The failure of the Bank to forward invoices to the Borrower reflecting payments at the Default Interest Rate is in no event a waiver of the imposition by the Bank of the Default Interest Rate under the Note as of the date set forth herein. As a result of the Borrower's default, the Bank has elected to exercise its option to declare the entire unpaid principal balance of the Note and all accrued and unpaid interest to be immediately due and payable. As of the date hereof, the unpaid, due and owing amount to the Bank under the Note is $339,534.80. Demand is hereby made for the immediate payment in full of all amounts which are due and which may become due under the Note. The balance due under the Note may increase or decrease as a result of the receipt of payments and the proceeds of collateral securing the Note and the accrual of interest, late charges, costs of collection and other fees, costs and expenses. Therefore, immediately prior to remitting payment, please contact James Pesavento at 717-221- 3886 to obtain final payoff amounts and remittance instructions. Nothing contained in this letter is intended as a waiver or release of any of the terms or provisions of the Note, Loan Agreement or of any and all other notes, instruments or agreements between the Bank and the Borrower and/or Guarantors (the "Loan Documents"), including, without limitation, the requirement that the Borrower I ? August 5, 2009 Page 3 of 3 and/or Guarantors pay on demand any amount so payable under the provisions of the instrument evidencing the same. The Bank reserves all rights and remedies available to it under the Loan Documents, and applicable law, all of which are expressly hereby reserved. No discussions between the Bank and the Borrower and/or Guarantors concerning this notification, other loan relationships between the Bank and the Borrower and/or Guarantors, or any other matter shall imply an agreement on the part of the Bank to waive any of its rights and remedies or to forbear from taking any action authorized by the Loan Documents or applicable law, whether or not such discussions may be continuing. The acceptance of any partial payment of any of the obligations of the Borrower and/or Guarantors to the Bank shall not be deemed a waiver or limitation of any of the Bank's rights. reserved herein as to the full amount of any unpaid balance. Any delay or forbearance by the Bank in the enforcement or pursuit of any of its rights and remedies under the Loan Documents or applicable law shall not constitute a waiver thereof, nor shall it be a bar to the exercise of the Bank's rights or remedies at a later date. Should you have any questions, please do not hesitate to contact my office. Very T. PASSERIN, ESQUIRE FTP/dm cc: James Pesavento, Vice President COMMERCIAL GUARANT` C Borrower: 401 Market Street Partners, LLC Lender: Sovereign Bank 1520 Market Street Commercial Banking Division Camp HE, PA 17011 235 N. 2nd Street Harrisburg, PA 17101 Guarantor: Gator Development, LLC 1520 Market Street Camp Hill, PA 17011 CONTINUING 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. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. 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 of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, - - and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vices or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. 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 IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. 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 incurred or contracted before receipt by Lender of any notice of revocation 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. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shalt bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. 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. It Is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shag not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, 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; (e) 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 COMMERCIAL GUARANTY (Continued) Page 2 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; (l) 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, compiled by a certified public accountant satisfactory to Lender. Tax Returns. As soon as available, but in no event later than sixty (60) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. All financial reports required to be provided under this Guaranty shalt 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 vokintarily 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. 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 COMMERCIAL GUARANTY (Continued) Page 3 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. This Guaranty has been accepted by Lender in the 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, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefecsimile (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. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF 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. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. ERROR AND OMISSIONS. In consideration of the loan made by Sovereign Bank, (hereafter referred to as "Lender" to the undersigned, the undersigned does hereby represent the promise as follows: Upon request made by the Lender, its successors or assigns, the undersigned will execute such documents as are reasonable to provide assurance to Lender (1) that the obligations undertaken by the undersigned in connection with said loan will be faithfully performed; (2) that any and all documents and instruments signed by the undersigned in connection with said loan are accurate statements as to the truth of the matters set forth in them and constitute binding obligations upon the undersigned according to their tenor; or (3) as to the amount of said loan outstanding from time to time, and the date and amount of payments made in respect to said loan. Upon request made by the Lender, its successors or assigns, the undersigned will re-execute any document or instrument signed in connection with said loan or execute any document or instrument that ought to have been signed at or before closing of said loan, or which was incorrectly drafted and signed, to facilitate full execution of the appropriate documents. All such requests shall receive the full cooperation and compliance by the undersigned within seven (7) days of the making of the request set forth above. The failure of the undersigned to comply with their obligations hereunder shall constitute a default under the documents executed in connection with said loan and shall entitle Lender or its successors and assigns, to the remedies available for default under the documents executed by the undersigned. 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 401 Market Street Partners, LLC 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 Gator Development, LLC, and in each case, any signer's successors and assigns. COMMERCIAL GUARANTY (Continued) Page 4 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 Sovereign Bank, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental 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 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 NO-TaC€- OR TO A HEARING- W 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- FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED (L (?( 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: LIMITED LIABILITY COMPANY ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF ( On this, the day of V (AAC- 20 ©W before me+ ?.1 L the undersigned Notary Public, personally appeared R. Christopher ampogna, g em er o Gator Development, LLC, who acknowledged himself or herself to be the member or designated agent of Gator Development, LLC, a Limited Liability Company, and that he or she as such a member or designated agent, being author' ed to so, executed the foregoing instrument for the purposes therein contained by signing the name of the Limited Liability Company by hi elf or rslmem r designated agent. In witness whereof, I hereunto set my hand and official seal. `J -- - Nalarlal&W I Member. Pennsylvania Association Of Note rles COMMONwHOOF PENNSyLVANA of Na?p pbelc prtelopltar L. PII? Notary Public in and for the State of n Vstvtl? CarrniMo?irt " E? Sap f, ? tASEN M101?dq. VW. 871.00.004 Cap. ""IN" FYmww SM,16.m",0. 1W. 200L AS P%W N-W. - FA 6:W0gMLT0%CMRH70.FC Twi222E MF2 DISCL: ?URE FOR CONFESSION OF 013GMENT Borrower: 401 Market Street Partners, LLC IS20 Market Street Camp Hill, PA 17011 Lender: Sovereign Bank Commercial Banking Division 235 N. 2nd Street Harrisburg, PA 17101 Declarant: Gator Development, LLC 1520 Market Street Camp Hill, PA 17011 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS , r _ DAY OF e 200&, A GUARANTY OF A PROMISSORY NOTE FOR 8340,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, 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 GUARANTY, THE UNDERSIGNED, ON. BEHALF -OF THE DECLARANT; IS KNOWINGLY; INTELLIGENTLY, AND VOLUNTARILY WAIVING- THESE RIONTS, 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 P N. INITIALS: 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 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 DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, 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. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: I 1. DECLARANT WAS REPRESENTED BY DECLARANT'S 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 DECLARANT'S ATTENTION. 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: GATOR VE T, LLC By: r (Seal) t er ria, managing member of Gator Developm LC LASER PRO LwAbl. V- S.31=.004 Cop. ~.w Fh.. W Swum,., yip, IW7, 20M N Nyw R,wnN. -PA O:ID000M1lPROUgLLPE1D70.R TR•12156 M-2 COMMERCIAL GUARANT' Borrower: 401 Market Street Partners, LLC Lender: Sovereign Bank, a Federal Savings Bank 1520 Market Street MAIL CODE 60-571-CM1 Camp Hill, PA 17011 235 N. 2nd Street Harrisburg, PA 17101 Guarantor: Peter J. Russo 4 Shoff Court Mechanicsburg, PA 17055 CONTINUING 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. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. 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 of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. 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 IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. 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 incurred or contracted before receipt by Lender of any notice of revocation 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. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. 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. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, 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 COMMERCIAL GUARANTY (Continued) Page 2 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 W) 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 sixty (60) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. 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. 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. COMMERCIAL GUARANTY (Continued) Page 3 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. 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, except for revocation notices by Guarantor, 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. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF 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. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. ERROR AND OMISSIONS. In consideration of the loan made by Sovereign Bank, (hereafter referred to as "Lender" to the undersigned, the undersigned does hereby represent the promise as follows: Upon request made by the Lender, its successors or assigns, the undersigned will execute such documents as are reasonable to provide assurance to Lender (1) that the obligations undertaken by the undersigned in connection with said loan will be faithfully performed; (2) that any and all documents and instruments signed by the undersigned in connection with said loan are accurate statements as to the truth of the matters set forth in them and constitute binding obligations upon the undersigned according to their tenor; or (3) as to the amount of said loan outstanding from time to time, and the date and amount of payments made in respect to said loan. Upon request made by the Lender, its successors or assigns, the undersigned will re-execute any document or instrument signed in connection with said loan or execute any document or instrument that ought to have been signed at or before closing of said loan, or which was incorrectly drafted and signed, to facilitate full execution of the appropriate documents. All such requests shall receive the full cooperation and compliance by the undersigned within seven (7) days of the making of the request set forth above. The failure of the undersigned to comply with their obligations hereunder shall constitute a default under the documents executed in connection with said loan and shall entitle Lender or its successors and assigns, to the remedies available for default under the documents executed by the undersigned. AMENDED AND RESTATED GUARANTY. THIS GUARANTY IS AN AMENDMENT AND RESTATEMENT OF THAT CERTAIN GUARANTY DATED JUNE 28, 2006 (THE "ORIGINAL GUARANTY"), BY THE GUARANTOR IN FAVOR OF LENDER AND SHALL BE SECURED TO THE SAME EXTENT AND WITH THE SAME PRIORITY AS THE ORIGINAL GUARANTOR. 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 401 Market Street Partners, LLC 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 Peter J. Russo, and in each case, any signer's successors and assigns. COMMERCIAL GUARANTY (Continued) Page 4 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 Sovereign Bank, a Federal Savings Bank, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental 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 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 (8500) 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 f P / I 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: (Seal) Peter . usso INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 ) SS COUNTY OF Cu.Mb,--r (MX On this, theme day of 20 b, before me kya the undersigned Notary Public, personally appeared Peter J. Russo, known to me or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Leda M. Beezub, Notary Public Hampden Twp., Cumberland CountY My CW"ission Expires Oct. 21.2009 Member, Pennsylvania Assoclatlon of Notaries otary Public in and for the State of •r d? LASER MO L-MV, V- 5.23.00.04 Cep. FF"M,W FMMw4F 3043a,F, Me. IN7, 2007. M AWO MF"nE. • PA QA000IM PWC"W%%20.FC MIGM M-2 DISCI-' 'URE FOR CONFESSION OF IDGMENT Borrower: 401 Market Street Partners, LLC 1520 Market Street Camp Hill, PA 17011 Lender: Sovereign Bank, a Federal Savings Bank MAIL CODE 60-571-CM1 235 N. 2nd Street Harrisburg, PA 17101 Declarant: Peter J. Russo 4 Shoff Court Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT i AM EXECUTING, THIS L DAY OF _ -7S4 Wk, , 20QT, A GUARANTY OF A PROMISSORY NOTE FOR $340,000.00 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. INITIALS: 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. INITIALS: 1 /,a 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. 1 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: (Seal) Peter usso t Ok MO LwWky V- 5.34.00.004 a Iftc. .. =07, N wpro A.,,. - ?A O:W OMMUPMCMLLH.1O70.NC TWINO M-3 COMMERCIAL GUARANTT bddblt?_. Borrower: 401 Market Street Partners, LLC 1520 Market Street Camp Hill, PA 17011 Guarantor: R. Christopher Zampogna 5 Saratoga Place Camp Hip, PA 17011 Lender: Sovereign Bank Commercial Banking Division 235 N. 2nd Street Harrisburg, PA 17101 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of Guarantor's Share 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. Under this Guaranty, Guarantor's obligations are continuing. 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 of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection apreements or foreign currency exchange agreements or commodity price protection. agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. 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. GUARANTOR'S SHARE OF THE INDEBTEDNESS. The words "Guarantor's Share of the Indebtedness" as used in this Guaranty mean an amount not to exceed One Hundred Thousand & 00/100 Dollars ($100,000.00) of all the principal amount, interest thereon to the extent not prohibited by law, and all collection costs, expenses and attorneys' fees whether or not there is a lawsuit, and if there is a lawsuit, any fees and costs for trial and appeals. Guarantor's Share of the Indebtedness will only be reduced by sums actually paid by Guarantor under this Guaranty, but will not be reduced by sums from any other source including, but not limited to, sums realized from any collateral securing the Indebtedness or this Guaranty, or payments by anyone other than Guarantor, or reductions by operation of law, judicial order or equitable principles. Lender has the sole and absolute discretion to determine how sums shall be applied among guaranties of the Indebtedness. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE GUARANTOR'S SHARE OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON A CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. 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 incurred or contracted before receipt by Lender of any notice of revocation 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. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications. of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. 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. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars (50.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Guarantor's Share of the Indebtedness remains unpaid and even though the Guarantor's Share of the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, 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 COMMERCIAL GUARANTY (Continued) Page 2 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 an 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 sixty (60) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. 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 nonnction 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. 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. COMMERCIAL GUARANTY (Continued) Page 3 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. This Guaranty has been accepted by Lender in the 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, except for revocation notices by Guarantor, 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. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF 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. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. ERROR AND OMISSIONS. In consideration of the loan made by Sovereign Bank, (hereafter referred to as "Lender" to the undersigned, the undersigned does hereby represent the promise as follows: Upon request made by the Lender, its successors or assigns, the undersigned will execute such documents as are reasonable to provide assurance to Lender (1) that the obligations undertaken by the undersigned in connection with said loan will be faithfully performed; (2) that any and all documents and instruments signed by the undersigned in connection with said loan are accurate statements as to the truth of the matters set forth in them and constitute binding obligations upon the undersigned according to their tenor; or (3) as to the amount of said loan outstanding from time to time, and the date and amount of payments made in respect to said loan. Upon request made by the Lender, its successors or assigns, the undersigned will re-execute any document or instrument signed in connection with said loan or execute any document or instrument that ought to have been signed at or before closing of said loan, or which was incorrectly drafted and signed, to facilitate full execution of the appropriate documents. All such requests shall receive the full cooperation and compliance by the undersigned within seven (7) days of the making of the request set forth above. The failure of the undersigned to comply with their obligations hereunder shall constitute a default under the documents executed in connection with said loan and shall entitle Lender or its successors and assigns, to the remedies available for default under the documents executed by the undersigned. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically COMMERCIAL GUARANTY (Continued) Page 4 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 401 Market Street Partners, LLC 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 R. Christopher Zampogna, and in each case, any signer's successors and assigns. Guarantor's Share of the Indebtedness. The words "Guarantor's Share of the Indebtedness" mean Guarantor's indebtedness to Lender as more particularly described in this Guaranty. 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 Sovereign Bank, its successors and assigns. Note. The word "Note" means the promissory note dated llJZ1t5 "(A-0 , in the original principal amount of $340,000.00 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. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental 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 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 G!U RANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED (O ~ -CX D 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. INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF CAK? A (,, -- ^ - ) On this, the O??' day of V tAW-/ . 20D,?before me&?bt( L e ll the undersigned Notary Public, personally appeared R. Christopher Zampogn , known to me or satisfactorily proven) to be the person whose name is subscribed to the within instrumer}t?an acknowledged that he or she executed the same for the purposes therein contained. /yi In witness whereof, I hereunto set my hand and official seal. CDMMONWE TH OF PENNSYLVANIA - NofaflalSeal Notary blic in and for the State of Cltaiabp W L PIK Notary Pd* Harn9dertT*9.. Cumberland Onu * W CamiWM E*ies Sept 3, Z00T Member. PennsylvaMa Association Of Notaries DISCL 'URE FOR CONFESSION OF IDGMENT Borrower: 401 Market Street Partners, LLC Lender: Sovereign Bank, a Federal Savings Bank 1520 Market Street MAIL CODE 60-571-CM 1 Camp Hill, PA 17011 235 N. 2nd Street Harrisburg, PA 17101 Declarant: R. Christopher Zampogna 5 Saratoga Place Camp Hill, PA 17011 DISCLOSURE FOR CONFESSION OF JUDGMENT 1 AM EXECUTING, THIS 4 DAY OF a Q- $340,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. 20_9a, A GUARANTY OF A PROMISSORY NOTE FOR 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 RIGHT..S, IN DING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER' NG JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIA B. i ER 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 Y ANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: 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. 0 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 1 RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS G DER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT Oj4r*El STRU ENT ACCORDING TO LAW. lAHR MO Und§M. V.. 5.34.00.004 Cop. NW -d ft- W 3CY1,OA W- 1187, nP. N N/hb ft-W. - 1A O:UXX%W1M01CR ftU=.PC TWIN O M3 OF 77- TARY 10, 9 CSC 29 4 ; lo: i -7 e-Y'5-16 -7 a3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK CIVIL ACTION Plaintiff vs. No. 6 G T/ / 3 oiL / 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, Defendants Confession of Judgment Commonwealth of Pennsylvania County of Delaware AFFIDAVIT OF NON-MILITARY SERVICE Before me, a Notary Public for Delaware County, Pennsylvania, personally appeared Forrest T. Passerin, Esquire, Attorney for the Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the Defendant 401 Market Street Partners, LLC, is not in the military service of the United States of America, that he has personal knowledge that the said Defendant's last-known address is 1520 Market Street, Camp Hill, Pennsylvania 17011. Sworn and subscribed before me this"Oy day of September, 200 o ary ublic My Commission expires: SOVEREIGN BA orrest T. Passerin, Esquire, As Attorney for Plaintiff 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 I.D. No. 85987 CO ---.."E,. II iP QF PENNSYLVANIA to+,?i $eal Radnor Jennifer Notary Public Tw . , County MyCom!rnst. .,eSFeb.16,2o11 Member, ; ociation of Notaries F(LE.D- FFICE OF THE PpOn4MTARY 1009 OCT 29 QM 10: 4 5 CUM JiV ?Y P ?`klt`5`rE.VAI, !IA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK Plaintiff vs. 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, : an adult individual, ; CIVIL ACTION No. d q - 7<173 C ?v , l Defendants Confession of Judgment Commonwealth of Pennsylvania County of Delaware AFFIDAVIT OF NON-MILITARY SERVICE Before me, a Notary Public for Delaware County, Pennsylvania, personally appeared Forrest T. Passerin, Esquire, Attorney for the Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the Defendant Gator Development, LLC, is not in the military service of the United States of America, that he has personal knowledge that the said Defendant's last-known address is 1520 Market Street, Camp Hill, Pennsylvania 17011. Sworn and *scrib fore me this 10 day o 4ry Public My Commission expires: SOVEREIG BAN Fgr est T. Passerin, Esquire, As Attorney for Plaintiff 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 I.D. No. 85987 QWEm _NMWEAL E ; i? PENNSYLVAN[A Notano raftr ifer De1" Y PtUic T -'are Cgmty I ^°eb.16, 2011 . Pennsylvamr, .;. ;:. •" iation on of of Notaroess; RLM-WRCE OF IK PRO NOTARY 2009 OCT 29 AM 10: 4 5 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK CIVIL ACTION Plaintiff VS. No. D f_-2 y 7 3 W "l 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, ; Defendants Confession of Judgment Commonwealth of Pennsylvania County of Delaware AFFIDAVIT OF NON-MILITARY SERVICE Before me, a Notary Public for Delaware County, Pennsylvania, personally appeared Forrest T. Passerin, Esquire, Attorney for the Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the Defendant Peter J. Russo is not in the military service of the United States of America, that he has personal knowledge that the said Defendant's last-known address is 4 Shoff Court, Mechanicsburg, Pennsylvania 17055. Sworn an(?pbscribed before me this day of September, 2009 AA Nary Public My Commission expires: AestT. B a in, Esquire, As Attorney for Plaintiff 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 I.D. No. 85987 COMMONWEALTH OF PENNSYLVAMA Notarial Seal FRadrW r Devirm, Notary Pules Twp., Delaware Co unly sion Sores Feb j6, 2trt+ Member, Pennsr;IVania Ass©ciaGan of 6:'i:ezie., r BLED-OFFICE OF THE PROTFKMTARY 2009 0CT 29 AM 10:4 5 CUtw : -r; IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK CIVIL ACTION Plaintiff vs. No. 0_ 7-5173 c h/ / 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, : PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, Defendants Confession of Jud ment Commonwealth of Pennsylvania County of Delaware AFFIDAVIT OF NON-MILITARY SERVICE Before me, a Notary Public for Delaware County, Pennsylvania, personally appeared Forrest T. Passerin, Esquire, Attorney for the Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the Defendant R. Christopher Zampogna is not in the military service of the United States of America, that he has personal knowledge that the said Defendant's last-known address is 5 Saratoga Place, Camp Hill, Pennsylvania 17011. Sworn and,&ubscribed before me thi6' day of September, 2009 Notary Public My Commission expires: SOVE40EIGN B Forrest T. Passerin, Esquire, As Attorney for Plaintiff 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 I.D. No. 85987 OF THE pROP40MOTARY 2009OCT 29 AM 1O: 45 ?? I :i t'LVA "qlt . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK Plaintiff CIVIL ACTION VS. 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, No. 69 _ 71-173 c an adult individual, Defendants Confession of Judgment OFFICE OF THE PROTHONOTARY OF CUMBERLAND COUNTY CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I hereby certify that the precise mailing address of the Plaintiff is: Two Aldwyn Center East Lancaster Avenue and Aldwyn Lane Villanova PA 19085-1420 I hereby certify that the precise mailing address of the Defendant Gator Development, LLC, is: 1520 Market Street Camp Hill, Pennsylvania 17011 I hereby certify that the precise mailing address of the Defendant 401 Market Street Partners, LLC is: 1520 Market Street Camp Hill, Pennsylvania 17011 I hereby certify that the precise mailing address of the Defendant Peter J. Russo is: 4 Shoff Court Mechanicsburg, Pennsylvania 17055 I hereby certify that the precise mailing address of the Defendant R. Christopher Zampogna is: 5 Saratoga Place Camp Hill, Pennsylvania 17011 Dated: September 30, 2009 By: Fo est`r. Passerin, Esquire s Attorney for Defendants 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 Phone: 610-526-6358 I.D. No. 85987 r aF THE R, () -'OTARY ?009 QCT 29 AM EQ: 4 5 ?-1}'A (?}i iV IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK CIVIL ACTION Plaintiff VS. No. 65" 7/ 773 C 1 r I 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, Defendants Confession of Judgment Commonwealth of Pennsylvania County of LA L,?F 61 % IJ AFFIDAVIT OF DEFAULT AND BUSINESS TRANSACTION James Pesavento, being duly sworn according to law, deposes says he is Vice President for Sovereign Bank, Plaintiff, herein; that he is authorized to make this affidavit on plaintiff's behalf, that a true and correct copy of the note and guaranties containing the warrant of attorney upon which judgment is confessed are attached to the Complaint filed in this action as Exhibits "A", "C", "D" and "E" that the note and guaranties constitute business transactions between plaintiff and defendants; that judgment is not being confessed against individual persons in connection with a consumer credit transaction; and that Defendants are in default under the note and guaranties for the reasons set forth in the Complaint. Sworn and subscribed before me this 7-t-tay o e>", ?' f? SOVEREIGN BANK ? 2009 B Notary Public Jam esavento Vice President My Commission Expires o-Z (a? rq©Id COMMONWEALTH OF PENNSYLVANIA Notarial Seal Debra A. Sunday, Notary Public City Of Harrisburg, Dauphin County My Commission Expires June 26, 2010 Momber, Pennsylvania Association of Notaries KED-0F-ra OF THE PROTKI 4TARY 2009 OCT 29 AM 10= 45 CUUE-7"L:: , ,)UN sY Fri-E`NNS?'&A -NINA or, 14L IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BAND Plaintiff Vs. 401 MARKET STREET PARTNERS, LLC, GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, CIVH, ACTION No. 0G_ ?y73 CNr? Defendants Confession of Judgment NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS TO: 401 Market Street Partners, LLC 1520 Market Street Camp Hill, Pennsylvania 17011 A judgment in the amount of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post-judgment per contract, plus costs of suit has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION TO STRIKE OR OPEN JUDGMENT THEREBY SEEKING RELIEF FROM THE JUDGMENT STATING ALL GROUNDS FOR RELIEF IN A SINGLE PETITION 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 AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Pennsylvania Lawyer Referral Service Pennsylvania Bar Association P.O.Box 186 Harrisburg, PA 17 1-800-692-735 l Dated: September 30, 2009 By: Forr st T. Pas§erin, Esquire A& Attorney for Defendants 2 Aldwyn Lane, 20-536-ARO Villanova PA 19085-1420 Phone: 610-526-6358 I.D. No. 85987 OF THE PPFq QTR. 2099 OCT 29 AM 10: 4 S CU?R?, ? ? }?'! ,N1Y 1 bG71 ?,.YI ?. 'd iia IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BAND Plaintiff vs. 401 MARKET STREET PARTNERS, LLC, GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, CIVIL ACTION No. ©''- 7 417 3 Defendants Confession of Judgment NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS TO: Gator Development, LLC 1520 Market Street Camp Hill, Pennsylvania 17011 A judgment in the amount of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post-judgment per contract, plus costs of suit has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION TO STRIKE OR OPEN JUDGMENT THEREBY SEEKING RELIEF FROM THE JUDGMENT STATING ALL GROUNDS FOR RELIEF IN A SINGLE PETITION 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 AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Pennsylvania Lawyer Referral Service Pennsylvania Bar Association P.O.Box 186 Harrisburg, PA 1 1-800-692-737 Dated: September 30, 2009 By: v Pofrest T. Passerin, Esquire As Attorney for Defendants 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 Phone: 610-526-6358 I.D. No. 85987 OF ??C T ARY 20o9 ocT 29 AM 10: 45 i`i. ' '`JA'Y IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BAND Plaintiff vs. 401 MARKET STREET PARTNERS, LLC, GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, CIVIL ACTION No. 09- 7V3 Defendants Confession of Judement NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS TO: Peter J. Russo 4 Shoff Court Mechanicsburg, Pennsylvania 17055 A judgment in the amount of $378,920.69 plus per diem interest of $94.37826 from October 1, 2009, until paid in full, including post judgment per contract, plus costs of suit has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION TO STRIKE OR OPEN JUDGMENT THEREBY SEEKING RELIEF FROM THE JUDGMENT STATING ALL GROUNDS FOR RELIEF IN A SINGLE PETITION 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 AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Pennsylvania Lawyer Referral Service Pennsylvania Bar Association P.O.Box 186 Harrisburg, PA 17108 1-800-692-7375 Dated: September 30, 2009 By: berrrest T. Passerin, Esquire As Attorney for Defendants 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 RED-OFFICE ur- THE FR& . NOTMW 2009 OCT 29 AM 10: 45 r.NiX YL?±Ivif W IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK CIVIL ACTION Plaintiff vs. No. f 0 ?. 7? 7 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, Defendants Confession of Judgment SECTION 2737.1 NOTICE Pursuant to 42 Pa. C.S. § 2737.1, attached hereto are written instructions regarding the procedure to follow to strike the confessed judgment entered against you. Please be further advised that if you have been incorrectly identified and had a confession of judgment entered against you, under 42 Pa. C.S. § 2737.1 you are entitled to costs and reasonable attorney's fees as determined by the Dated: September 30, 2009 By: Forrest T. Passerin, Esquire As Attorney for Defendants 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 Phone: 610-526-6358 I.D. No. 85987 Pa. R.C.P No. 2959 PURDON'S PENNSYLVANIA STATUTES AND CONSOLIDATED STATUTES ANNOTATED PURDON'S PENNSYLVANIA CONSOLIDATED STATUTES ANNOTATED PENNSYLVANIA RULES OF CIVIL PROCEDURE CONFESSION OF JUDGMENT FOR MONEY. Current with amendments received through December 1, 2003. Rule 2959. Striking Off or Opening Judgment; Pleadings; Procedure (a) (1) Relief from a judgment by confession shall be sought by petition. Except as provided by subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single petition. The petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred or in any other county in which the sheriff has received a writ of execution directed to the sheriff to enforce the judgment. (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i) in support of a further request for a stay of execution where the court has not stayed execution despite the timely filing of a petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Rule 2958.3 or Rule 2973.3. (3) If written notice is served upon the petitioner pursuant to Rule 2956.1(c)(2) or Rule 2973.1(c), the petition shall be filed within thirty days after such service. Unless the defendant can demonstrate that there were compelling reasons for the delay, a petition not timely filed shall be denied. r AN, (b) If the petition states prima facie grounds for relief the court shall issue a rule to show cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on or before the return day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are not included in the petition or answer. (d) The petition and the rule to show cause and the answer shall be served as provided in Rule 440. (e) The court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and all other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which in a jury trial would require the issues to be submitted to the jury the court shall open the judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. OF T c P?Po P-,,V TARP 2009 4CT 29 AM !0.4 6 CuM r 1 ?t:?rV i Y `.`LVA1':rIA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK CIVIL ACTION Plaintiff ,I VS. No. 9 - 7y 73 C P, 401 MARKET STREET PARTNERS, LLC, : GATOR DEVELOPMENT, LLC, PETER J. RUSSO, an adult individual, and R. CHRISTOPHER ZAMPOGNA, an adult individual, : Defendants Confession of Judgment NOTICE OF FILING JUDGMENT ( ) Notice is hereby given that a judgment in the above-captioned matter has been entered against 401 Market Street Partners, LLC, Gator Development, LLC, Peter J. Russo and R. Christopher Zampogna in the amount of $378,920.69 plus per ing diem interest of $94.37826 from October 1, 2009, until paid in full, inclutd/_ post-judgment per contract, plus costs of suit on the „16i"4 day of 4 a 200 ( ) A copy of all documents filed with the Prothonotary in support of the within Judgment is/are enclosed. Prothonotary, C'vil Div. Q t" By: If you have any questions concerning the above case, please contact the following party: Forrest T. Passerin, Esquire (I.D. No. 85987) Attorney for the Plaintiff 20-536-ARO 2 Aldwyn Lane Villanova PA 19085-1420 Telephone: 610-526-6358 (This Notice is given in accordance with Pa.R.C.P. 236.) Notice sent: 401 Market Street Partners, LLC 1520 Market Street Camp Hill, Pennsylvania 17011 Gator Development, LLC k? 1520 Market Street Camp Hill, Pennsylvania 17011 Peter J. Russo 4 Shoff Court Mechanicsburg, Pennsylvania 17055 R. Christopher Zampogna 5 Saratoga Place Camp Hill, Pennsylvania 17011 Sheriffs Office of Cumberland County^ F?,LD-u r r?E R Thomas Kline f ,H onr17,,r 1,!CTARY Sheriff OF 1 HE , ?u?titr of ?rit?ilrpf?r Ronny R Anderson Ali I 1: 0 4 Chief Deputy Jody S Smith Ct;n J1?i Civil Process Sergeant OFFjCE:,,r --E S"MFF I, „ ?. r k. Edward L Schorpp Solicitor Sovereign Bank vs. Gator Development, Inc. SHERIFF'S RETURN OF SERVICE Case Number 2009-7473 11/02/2009 03:07 PM - Michael Barrick, Deputy Sheriff, who being duly sworn according to law, states that on November 2, 2009 at 1507 hours, he served a true copy of the within Confession of Judgment and Complaint in Confession of Judgment, upon the within named defendant, to wit: Peter J. Russo, by making known unto himself personally, at 5006 East Trindle Road Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to him personally the said true and correct copy of the same. 11/02/2009 03:07 PM - Michael Barrick, Deputy Sheriff, who being duly sworn according to law, states that on November 2, 2009 at 1507 hours, he served a true copy of the within Confession of Judgment and Complaint in Confession of Judgment, upon the within named defendant, to wit: R. Christopher Zampogna, by making known unto Peter Russo, Officer at 5006 East Trindle Road Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to him personally the said true and correct copy of the same. 11/02/2009 03:07 PM - Michael Barrick, Deputy Sheriff, who being duly sworn according to law, states that on November 2, 2009 at 1507 hours, he served a true copy of the within Confession of Judgment and Complaint in Confession of Judgment, upon the within named defendant, to wit: Gator Development, Inc., by making known unto Peter Russo, Officer at 5006 East Trindle Road Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to him personally the said true an( correct copy of the same. 11/02/2009 03:07 PM - Michael Barrick, Deputy Sheriff, who being duly sworn according to law, states that on November 2, 2009 at 1507 hours, he served a true copy of the within Confession of Judgment and Complaint in Confession of Judgment, upon the within named defendant, to wit: 401 Market Street Partners, LLC, by making known unto Peter Russo, Officer at 5006 East Trindle Road Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $85.00 November 03, 2009 SO ANSWE Acceptance of Service I accept the service of the Confession of Judgment and Complaint in Confession of Judgment (Docket # 2009-7473) (on behalf of 401 Market Street Partners, LLC certify that I am authorized to do so.) k < <zl OC Date and Authorized Agent 5006 E. Acceptance of Service I accept the service of the Confession ofJudgment and Complaint in Confession of Judgment (Docket # 2009-7473) (on behalf of cator Development, Inc. and certify that I am authorized to do so.) _l ? 12-? o Date Authorized Agent 5006 E. Trindle Road M ni s uro. PA 1705 Mailing Address Acceptance of Service I accept the service of the Confession of Judgment and Complaint in Confession of Judgment (Docket # 2009-7473) (on behalf of R Christopher zainpogna and certify that I am authorized to do so.) I 1 0 C, Date Authorized Agent Address IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA SOVEREIGN BANK, ) Plaintiff ) Civil Action No. 09-7473 V. ) Confession of Judgment 401 MARKET STREET PARTNERS,LLC, ) ~ GATOR DEVELOPMENT,LLC,and ) W =r. , R. CHRISTOPHER ZAMPOGNA, ) ; N Defendants ) `t -© cWa PRAECIPE cry -a Please mark Plaintiff's judgment to the use of PNL New Era,LLC, as follows: PNL New Era, LLC 2100 Ross Avenue Suite 2900 Dallas,Texas 75201 SOVEREIGN BANK Dated: March , 2013 Goodman,Esquire Att6rney No. 62689 2 Aldwyn Lane 20-536-ARO Villanova,PA 19085-1420 Attorneys for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PNL NEW ERA,LLC,Use Plaintiff, ) Plaintiff/Petitioner ) Civil Action No. 09-7473 V. ) Confession of Judgment 401 MARKET STREET PARTNERS,LLC, ) GATOR DEVELOPMENT,LLC,and ) R. CHRISTOPHER ZAMPOGNA, ) C) --OZ w -, Defendants/Respondents ) ril co r and ) �r co CD CAPO ASSOCIATES LLC CJ2 GROUP LLC GUIDO GROUP,LLC and GATOR ) `: N`? a~ DEVELOPMENT GROUP,LLC, ) Additional Respondents ) PLAINTIFF'S PETITION FOR THE ISSUANCE OF A CHARGING ORDER AGAINST R. CHRISTOPHER ZAMPOGNA PURSUANT TO Pa.R.C.P.3118 Plaintiff, PNL New Era, LLC, assignee of Sovereign Bank, by and through its attorneys Lesavoy Butz & Seitz LLC, respectfully petitions this Honorable Court pursuant to Pa.R.C.P. 3118 for a charging order against Defendant R. Christopher Zampogna's economic interests in CAPO Associates, LLC, 02 Group, LLC, Guido Group, LLC and Gator Development Group, LLC: 1. The Petitioner is Plaintiff, PNL New Era, LLC, with an address of 2100 Ross Avenue, Suite 2900, Dallas, Texas 75201. 2. Petitioner is the assignee of all rights, title, and interest of Sovereign Bank in the instant action and judgment. A true and correct copy of the Praecipe marking Sovereign Bank's judgment in this matter to the use of Petitioner is attached to this Petition as Exhibit A. 1 3. Respondent R. Christopher Zampogna is obligated to Petitioner on the instant judgment, which was entered on October 29, 2009, in the amount of$378,920.62, plus interest at the rate of$94.37 per day from September 30, 2009 (the"Judgment"). 4. The amount due on the Judgment is $352,708.40 as of October 31, 2012, calculated as follows: Judgment $ 378,920.62 Plus interest to 12/22/11* $ 76,636.56 Less credit for liquidated collateral ($ 120,107.60) Subtotal $ 335,449.58 Plus interest @6% from 12/23/11 to 3/15/13** $ 24,702.72 TOTAL $ $ 360,152.30 *per diem= $94.38 **per diem= $55.14 5. Additional Respondent CAPO Associates, LLC ("CAPO") is a Pennsylvania limited liability company with a registered address at 5 Saratoga Place, Camp Hill, PA 17011. 6. Additional Respondent 02 Group, LLC ("CJ2") is a Pennsylvania limited liability company with a registered address of 1520 Market Street, Camp Hill, PA 17001. 7. Additional Respondent Guido Group, LLC ("Guido") is a Pennsylvania limited liability company with a registered address of 3800 Market Street, Camp Hill, PA 17011. 8. Additional Respondent Gator Development Group, LLC ("Gator") is a Pennsylvania limited liability company with a registered address of 1520 Market Street, Camp Hill, PA 17011. 9. Upon information and belief, Respondent Zampogna owns economic rights in CAPO, 02, Guido, and Gator(collectively, the"Additional Respondents") which are severable and separate from his membership interests and governance rights in the Additional Respondents. 2 10. Based on the foregoing, and in order to obtain payment of the Judgment from against Respondent Zampogna, Petitioner is entitled to the entry of a charging order against Respondent Zampogna's economic rights flowing from his membership interests in the Additional Respondents. See Zokaites v. Pittsburgh Irish Pubs, LLC, 962 A.2d 1220, 1225-27 (Pa. Super 2008), appeal denied, 601 Pa. 697, 972 A.2d 523 (2009). 11. Based on the foregoing, Petitioner is entitled to the issuance of a charging order directed against the Additional Respondents requiring and compelling the Additional Respondents to pay over to Petitioner all monies which may come due and owing to Respondent Zampogna, arising out of, relating to, or connected with his membership interest in the Additional Respondents, including any return of his investment in the Additional Respondents, as well as any distributions and/or returns thereon or related thereto. WHEREFORE,Plaintiff respectfully requests the entry of an Order of this Court in the form attached hereto issuing the charging order sought herein, together with additional relief as the Court deems just and appropriate. LESAVOY BUTZ& SEITZ LLC Jack M. S , Esquire Atto No. 37026 Za ary J. Cohen squire A orney No. 9 19 O e Win Plaza 75 indsor Drive, Suite 200 Allentown, PA 18195 (610) 530-2700 Attorneys for Plaintiff 3 CERTIFICATE OF SERVICE I, Zachary J. Cohen, Esquire, certify that on this ?.Ap- day of March, 2013, 1 served a copy of the foregoing Petition via U.S. Mail, postage pre-paid to the following: 401 Market Street Partners, LLC Gator Development, LLC c/o R. Christopher Zampogna, Member c/o R. Christopher Zampogna, Member 5 Saratoga Place 5 Saratoga Place Camp Hill, PA 17011 Camp Hill, PA 17011 R. Christopher Zampogna CAPO Associates, LLC 5 Saratoga Place c/o R. Christopher Zampogna, Member Camp Hill, PA 17011 5 Saratoga Place Camp Hill, PA 17011 02 Group, LLC Guido Group, LLC c/o R. Christopher Zampogna, Member c/o R. Christopher Zampogna, Member 5 Saratoga Place 5 Saratoga Place Camp Hill, PA 17011 Camp Hill, PA 17011 Gator Development Group, LLC Joseph K. Goldberg, Esquire c/o R. Christopher Zampogna, Member 2080 Linglestown Road 5 Saratoga Place Suite 106 Camp Hill, PA 17011 Harrisburg, PA 17110 Zachary J. C , Esquire IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PNL NEW ERA,LLC,Use Plaintiff, ) Plaintiff/Petitioner ) Civil Action No. 09-7473 V. ) Confession of Judgment 401 MARKET STREET PARTNERS,LLC, ) GATOR DEVELOPMENT,LLC,and ) R. CHRISTOPHER ZAMPOGNA, ) Defendants/Respondents ) and ) CAPO ASSOCIATES,LLC, CJ2 GROUP,LLC,) GUIDO GROUP,LLC and GATOR ) DEVELOPMENT GROUP,LLC, ) Additional Respondents ) CERTIFICATION OF (NON)CONCURRENCE OF COUNSEL I, Zachary J. Cohen, Esquire, hereby certify that there is no opposing counsel of record in this matter, and accordingly, no concurrence need be sought, however, counsel for Respondent R. Christopher Zampogna,Joseph K. Goldberg, Esquire, who is not of record, indicated that he does not concur in the relief sought by this Petition. LESAVOY BUT Z LLC Jack M. Seitz, quir Attorney . 370 Zachar . C n, Esquire Attorn 0. 91119 One Windsor Plaza 7535 Windsor Drive, Suite 200 Allentown, PA 18195 (610) 530-2700 Attorneys for Plaintiff VERIFICATION I, t,C urk k , hereby state and verify that I am a of the plaintiff/petitioner organization, and that I am authorized to make this verification on behalf of said organization; and that the facts set forth in the foregoing Petition are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa..C.S. §4904 relating to unsworn falsification to authorities. PNL NEW ERA, LLC Date: UU• 9,5 , 2012 Moot' 10 46`"�► 4� EMILY R.REEVES "i Notary Public,State of Texas z' ° My Commission Expires December 15, 2015 EXHIBIT A Copy IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA SOVEREIGN BANK, ) Plaintiff ) Civil Action No. 09-7473 V. ) Confession of Judgment 401 MARKET STREET PARTNERS, LLC, ) GATOR DEVELOPMENT,LLC,and ) ro, R. CHRISTOPHER ZAMPOGNA, ) r w Defendants ) ! y PRAECIPE C= _ Please mark Plaintiff's judgment to the use of PNL New Era, LLC, as follows= �, PNL New Era, LLC 2100 Ross Avenue Suite 2900 Dallas, Texas 75201 SOVEREIGN BANK r�r Dated: March r�,, 2013 ,," y Gom ,Eire Att�mey No. 62689 2 Aldwyn Lane 20-536-ARO Villanova,PA 19085-1420 Attorneys for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PNL NEW ERA,LLC,Use Plaintiff, Plaintiff Civil Action No. 09-7473 V. Confession of Judgment 401 MARKET STREET PARTNERS,LLC, GATOR DEVELOPMENT,LLC,and FIF R. CHRISTOPHER ZAMPOGNA, Defendants PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter our appearances on behalf of the Plaintiff,PNL New Era,LLC. LESAVOY ITZ LLC Jack S Esquire) tt tom� A ey o. 37026 Zachary Cohen,Esqu* e 0. 911 19 so �(Mz Attorney o. 91119 One Windso za 7535 Windsor Drive, Suite 200 Allentown,PA 18195 (610) 530-2700 Attorneys for Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PNL NEW ERA,LLC, Use Plaintiff, ) Plaintiff/Petitioner ) Civil Action No. 09-7473 V. ) Confession of Judgment 401 MARKET STREET PARTNERS,LLC, ) GATOR DEVELOPMENT,LLC,and R. CHRISTOPHER ZAMPOGNA, ) _M iry f Defendants/Respondents ) <:> c and ) �' CAPO ASSOCIATES,LLC, CJ2 GROUP,LLC,) GUIDO GROUP,LLC and GATOR ) DEVELOPMENT GROUP,LLC, ) Additional Respondents ) ORDER a AND NOW,this 3 c day of r�` , 2013, upon consideration of the attached Petition, it is hereby Ordered that: 1. a Rule is issued upon the Respondents and Additional Respondents to show cause why the petitioner is not entitled to the relief requested; 2. the Respondents and Additional Respondents shall file an answer to the petition within twenty(20) days of service; 3. the Petition shall be decided under Pa.R.Civ. P. No. 206.7; 4. depositions shall be completed within y days of this date; 5. a hearing shall be held on ° in Courtroom of the Cumberland County Court of Common Pleas, and or,- 6. the Petitioner shall provide notice of entry of this Order to Respondents and Additional Respondents. BY THE COURT: ToSe l L co 1,/ (UI�Yi� ✓ C�z�-cr ��'cE�fc P�'r�'�, i IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA • PNL NEW ERA, LLC, Use Plaintiff, • Plaintiff NO. 09-7473 v. • CIVIL TERM • 401 MARKET STREET PARTNERS, GATOR DEVELOPMENT, LLC and R. : CHRISTOPHER ZAMPOGNA, an adult : Confession of Judgment individual, : Defendants/Respondents : CU xr0 and CDC-- D I CAPO ASSOCIATES, LLC, C2J .r GROUP, LLC, GUIDO GROUP, LLC GATOR DEVELOPMENT GROUP, LLC, Additional Respondents ORDER AND NOW, this 11/4‘ day of April, 2013, upon the unopposed request of counsel for Respondents to change the date of the hearing set in this matter, IT IS HEREBY ORDERED that the hearing in this matter previously set for June 20, 2013, is hereby rescheduled and shall be held on Friday, June 28, 2013, at 1:45 p.m. in Courtroom 2 of the Cumberland County Courthouse. BY THE COURT: • A M. L. Ebert, r., J. V 0/3 ip//c IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PNL NEW ERA,LLC, Use Plaintiff ) ) Plaintiff/Petitioner ) Civil Action No. 09-7473 ) c: v. ) Confession of Judgments c, ) _.� -off "' �=-r-+ mW =v r" 401 MARKET STREET PARTNERS,LLC, ) z --0 rrl GATOR DEVELOPMENT,LLC,and ) v ao `-;' R. CHRISTOPHER ZAMPOGNA, rte- =` vc) n Defendants/Respondents ) —=c, r>? CD r 3' © v and ) o ) CAPO ASSOCIATES,LLC, CJ2 GROUP,LLC,) GUIDO GROUP,LLC and GATOR ) DEVELOPMENT GROUP,LLC, ) ) Additional Respondents ) CERTIFICATE OF SERVICE 1 I, Zachary J. Cohen, Esquire, hereby certify that on April / , 2013, I served the Court's Order/Rule to Show Cause dated April 3, 2013 via first class mail upon the following: 401 Market Street Partners, LLC Gator Development, LLC do R. Christopher Zampogna, Member do R. Christopher Zampogna, Member 5 Saratoga Place 5 Saratoga Place Camp Hill, PA 17011 Camp Hill, PA 17011 R. Christopher Zampogna CAPO Associates, LLC do R. Christopher Zampogna, Member do R. Christopher Zampogna, Member 5 Saratoga Place 5 Saratoga Place Camp Hill, PA 17011 Camp Hill, PA 17011 CJ2 Group, LLC Guido Group, LLC do R. Christopher Zampogna, Member do R. Christopher Zampogna, Member 5 Saratoga Place 5 Saratoga Place Camp Hill, PA 17011 Camp Hill, PA 17011 Gator Development Group, LLC Joseph K. Goldberg, Esquire do R. Christopher Zampogna, Member 2080 Linglestown Road 5 Saratoga Place Suite 106 Camp Hill, PA 17011 Harrisburg, PA 17110 LESAVOY Ole& SEIT Jack M. 'eitz, E •uire Attorne No. 37'426 Zachar J. C• en, Esquire Attorney No. 91119 One Windsor Plaza 7535 Windsor Drive, Suite 200 Allentown, PA 18195 (610) 530-2700 Attorneys for Plaintiff Joseph K. Goldberg,Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 jgoldberg @ssbc-law.com PA ID#46782 -------------------------------------- IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK, Plaintiff/Respondent NO. 09-7473 V. CIVIL TERM '- GATOR DEVELOPMENT, LLC, 401 - MARKET STREET PARTNERS, LLC, and R. CHRISTOPHER ZAMPOGNA, Confession of Judgment an adult individual, ^_ Defendants/Petitioners x V. PNL NEW ERA LLC, Additional Respondent PETITION TO HAVE JUDGMENT MARKED SATISFIED, RELEASED AND DISCHARGED AS TO ALL DEFENDANTS AND FOR RULE TO SHOW CAUSE NOW COME Defendants, Gator Development, LLC, 401 Market Street Partners, LLC, and R. Christopher Zampogna, by and through their attorney, Joseph K. Goldberg, who Petition the court pursuant to 42 Pa. C.S. § 8103(d) to direct the Prothonotary to mark the judgment against them entered in this case satisfied, released and discharged, and in support thereof aver as follows: PARTIES 1. Petitioners are Gator Development, LLC, 401 Market Street Partners, LLC, Pennsylvania limited liability companies, and R. Christopher Zampogna, an adult individual, all Defendants in the above-captioned case, against whom judgment was entered. 2. Respondent Sovereign Bank was the Plaintiff in the above-captioned case, which obtained the judgement against Petitioner. 3. Respondent PNL New Era, LLC, is the assignee of the judgment obtained by Sovereign Bank against Petitioners. FACTUAL AVERMENTS 4. On October 28, 2009, Respondent Sovereign Bank entered judgment by confession in this case against Petitioners and Defendants, in the amount of $378,920.69, plus per diem interest at the rate of$94.378263 from October 1, 2009, and costs of suit.' 5. The confessed judgment was authorized by the terms of a commercial loan transaction between the parties, as set forth in the Complaint for Confession of Judgment and Exhibits attached to the Complaint. 6. As security for the loan, Defendants gave a mortgage to Respondent Sovereign Bank on real property they owned, located at 401 and 403 Market Street, New Cumberland, Cumberland County, Pennsylvania. The mortgage is recorded with 'Judgment was also entered against Peter J. Russo as a guarantor, but that judgment was included in a bankruptcy proceeding filed by Mr.Russo and, upon information and belief, is no longer enforceable against him. 2 the Cumberland County Recorder of Deeds in Book 1957, Page 810. The property is identified as Tax Parcel No. 25-24-0813-046. 7. Also on October 28, 2009, Plaintiff obtained judgment by confession against the same Defendants in Civil No. 09-7443. That case also involved a commercial loan to the same borrower and with the dame guarantors as in the instant matter. 8. The loan in Case No. 09-7443 was also secured by the same real property by means of the same mortgage referenced in paragraph 6, above. 9. To satisfy the judgment against Defendants in Case No. 09-7443, Respondent Sovereign Bank obtained a Writ of Execution for a Sheriff's Sale of the aforesaid real property. 10. Prior to the Sheriff conducting the Sale, Sovereign Bank filed a Praecipe in this case assigning the judgment "for the use of Respondent PBE Companies, LLC. 11. The Sheriff's Sale was conducted on September 8, 2010. 12. Respondent PBE Companies, LLC, was the successful bidder and took title to the real property. 13. The bid price was not sufficient to satisfy the amount of the judgment, interest and costs. 14. More than six (6) months have passed since the aforesaid sale of the real property. 15. No Respondent, nor any other person, has filed a petition to fix the fair market value of the real property. 16. Although the property taken and sold was done so by a Writ issued in 3 another proceeding, all parties to that action are identical to the parties in this case, and the real property at issue was security for the loans underlying the judgment in this matter an in Case No. 09-7443. Therefore, the court should treat the sale as if it were also conducted for the purpose of satisfying the judgment in the instant case. Doing otherwise would result in unjust enrichment on the part of Plaintiff and its use assignees. 17. Pursuant to 42 Pa. C.S. § 5522, the time for filing a petition to fix the fair market value of real property purchased by a secured party at a Sheriffs Sale has expired. 18. Pursuant to 42 Pa. C.S. § 8103(d), Petitioners are entitled to the entry of an Order by the court directing the Prothonotary to mark the judgment in this case satisfied, released and discharged as to all Petitioners and Defendants. WHEREFORE, Petitioners pray that this court issue a Rule upon Respondents to show cause, if any they have, why the court should not grant this Petition, and for the entry of a final Order directing the Prothonotary to mark the judgement in this case satisfied, released and discharged as to Petitioners and Defendants. Re ectf mitted, Goldb rg, squire orney ID No. 6 2 2080 Linglesto Road, Suite 106 Harrisburg, PA 17110 (717)703-3600 Date: 03-/3� (/ 3-/3 Attorney for Petitioners 4 VERIFICATION I, R. Christopher Zampogna, personally and on behalf of all other Respondents, hereby state that I have reviewed the foregoing Petition and verify that the facts set forth in the document are true and correct to the best of my personal knowledge, information and belief; and that this statement is made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities. Dated: /15z/; 21STOPH tIMPOGNA CERTIFICATE OF SERVICE I, the undersigned, hereby certify that on the day of , 2013, 1 served a copy of the foregoing, by first-class mail, postage prepaid, upon the following: Zachary J. Cohen, Esquire Jack M. Seitz, Esquire, Lesavoy Butz & Seitz, LLC One Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 Attorneys for Sovereign Bank, PBE Companies, LLC and PNL New Era, LLC Jos dberg,;'1'6 ire r > Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg,PA 17110 (717) 703-3600 jgoldberg @ssbc-law.com IUMBt RL A r�„ PA ID#46782 PENttSYLVAh�IA -------------------------------------- IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK, Plaintiff NO. 09-7473 V. CIVIL TERM U,r-- W CD GATOR DEVELOPMENT, LLC, 401 MARKET STREET PARTNERS, LLC, PETER J. RUSSO, an adult individual, Confession of Judgment and R. CHRISTOPHER ZAMPOGNA, � an adult individual, M Defendants PETITION OF R. CHRISTOPHER ZAMPOGNA TO CONFORM JUDGMENT TO GUARANTY DOCUMENTS Defendant, who is the Petitioner herein, R. Christopher Zampogna, by and through his attorney, Joseph K. Goldberg, petitions the court to conform the judgment entered against him in this case to the guaranty document on which the judgment was obtained, as follows: 1. This Confession of Judgment arose out of a default on a commercial loan for which Petitioner, R. Christopher Zampogna, was a guarantor as set forth in a Commercial Guaranty. The Commercial Guaranty is attached hereto as Exhibit A to this Petition. 2. The Borrower in the loan transaction was 401 Market Street Partners, LLC. 3. Judgment by Confession was entered on October 29, 2009 against 401 Market Street Partners, LLC, as the Borrower, and Gator Development, LLC, Peter J. Russo and R. Christopher Zampogna as guarantors. 4. The judgment was entered as follows: Unpaid Principal $323,582.60 Interest, late fees and attorney fees 55.338.09 Total $378,920.69 Per diem interest $94.37826 5. The judgment was entered against all Defendants through the filing of a single Complaint for Confession of Judgment against all Defendants. 6. In support of its Complaint for Confession of Judgment, the Plaintiff, Sovereign Bank, attached as Exhibit E to that Complaint the Commercial Guaranty of R. Christopher Zampogna, the same document attached hereto as Exhibit A. 7. Per the paragraph labeled "Guarantor's Share of the Indebtedness" on page 1 of the Commercial Guaranty, the liability of R. Christopher Zampogna under the Guarantee does not exceed $100,000 of the principal due, with interest on that amount, plus collections costs, expenses, attorney's fees and costs for trial and appeals. 8. Upon information and belief, liability for interest on R. Christopher Zampogna's $100,000 liability accrued at the Note rate of 7.5 % per annum from January 28, 2009 through August 4, 2009 ($386.30), and at the Default Rate of 10.5% per annum from August 5, 2009 through the present ($3,715.07), totaling $4,101.37. 9. The express language of the Commercial Guaranty limits the liability of R. Christopher Zampogna to an amount significantly lower than the judgment amount entered against the Borrower and other guarantors. 2 10. Because execution proceedings are underway against assets of R. Christopher Zampogna in an attempt to satisfy the judgment in this case, the court should conform the judgment as to R. Christopher Zampogna to his actual liability as set forth in the Commercial Guaranty used by the original Plaintiff to obtain the judgment against him. WHEREFORE, Petitioner respectfully requests this court grant his Petition, and fix his liability In this matter according to the Commercial Guaranty he executed in favor or Plaintiff herein. Respectfully su itted, Jo . GolAe Esquire A rn ey ID No2 080 Linglesto ad, Suite 106 Harrisburg, PA 17110 (717)703-3600 Attorney for Petitioner Date: 3 COMMERCIAL GUARANT 0614 _ Borrower: 401 Market Street Partners,LLC Lender: Sovereign Sank 1520 Market Street Commercial Banking Division Camp Hill,PA 17011 235 N.2nd Street Harrisburg,PA 17101 Guarantor: R.Christopher Zampogna 5 Saratoga Place Camp Hill,PA 17011 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration,Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of Guarantor's Share 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 Lander has not exhausted Lander'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. Under this Guaranty,Guarantor's obligations are continuing. INDEBTEDNESS. The word"Indebtedness"as used in this Guaranty means aft 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 of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others,owes or will owe Lender."Indebtedness"includes,without limitation,loans,advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection apreememr.or foreign currency.mhfte.agreements or_eommodity.prica protectiori agreements, other obligations, and liabilities..of.Borrower, and any present or future judgments against Borrower,future advances,loans.or transactions that renew,extend,modify,refinance,consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration;absolute or contingent;liquidated or unliquidated;determined or undetermined;direct or indirect;primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others;barred or unenforceable against Borrower for any reason whatsoever;for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. 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. GUARANTOR'S SHARE OF THE INDEBTEDNESS. The words "Guarantor's Share of the Indebtedness" as used in this Guaranty mean an amount not to exceed One Hundred Thousand &001100 Dollars($100,000.00) of all the principal amount, interest thereon to the extent not prohibited by law,and all collection costs,expenses and attorneys'fees whether or not there is a lawsuit,and if there is a lawsuit,any fees and costs for trial and appeals. Guarantor's Share of the Indebtedness will only be reduced by sums actually paid by Guarantor under this Guaranty,but will not be reduced by sums from any other source including, but not limited to, sums realized from any collateral securing the Indebtedness or this Guaranty, or payments by anyone other than Guarantor, or reductions by operation of law,judicial order or equitable principles. Lender has the sole and absolute discretion to determine how sums shall be applied among guaranties of the Indebtedness. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. CONTINUING GUARANTY. THIS IS A 'CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE GUARANTOR'S SHARE OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON A CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lander,or any notice to Guarantor or to Borrower,and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation 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. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender,by certified mail,at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation,the term "new Indebtedness"does not include the Indebtedness which at the time of notice of revocation is contingent,unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or duo. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation,including any extensions, renewals,substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications.of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shell bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the some manner in which Guarantor might have terminated it and with the same effect. 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, It Is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty,and Guarantor specWWAy acknowledges and agrees that reductions in the amount of the Indebtedness,even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Guarantor's Share of the Indebtedness remains unpaid and even though the Guarantor's Share of the Indebtedness may from time to time be zero dollars 1$0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty,from time to time: (A) prior to revocation as set forth above,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 EXHIBIT A COMMERCIAL GUARANTY (Continued) Page 2 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; (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.adequotelyinformed 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 then 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 sixty (60) days after the applicable filing date for the tax reporting period ended,Federal and other governmental tax returns,prepared by a certified public accountant satisfactory to Lender. 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. 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. COMMERCIAL GUARANTY (Continued) Page 3 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 Lander 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. Attomeys'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.Commonwaalth of Pennsylvania without.regard to its conflicts of law provisions. This Guaranty.has been accepted by Lender in the 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 shag be deemed to have been used in the plural where the context and construction so require; and where there Is more then 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 shag be given in writing,and, except for revocation notices by Guarantor, 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. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled"DURATION OF 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. Waive Jury. Lander and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. ERROR AND OMISSIONS. In consideration of the ban made by Sovereign Bank, (hereafter referred to as "Lander" to the undersigned, the undersigned does hereby represent the promise as follows: Upon request made by the Lender,its successors or assigns,the undersigned will execute such documents as are reasonable to provide assurance to Lender(f)that the obligations undertaken by the undersigned in connection with said loan will be faithfully performed; (2) that any and all documents and instruments signed by the undersigned in connection with said loan are accurate statements as to the truth of the matters set forth in them and constitute binding obligations upon the undersigned according to their tenor;or(3)as to the amount of said loan outstanding from time to time,and the date and amount of payments made in respect to said loan. Upon request made by the Lender, its successors or assigns, the undersigned will re-execute any document or instrument signed in connection with said loan or execute any document or instrument that ought to have been signed at or before closing of said loan,or which was incorrectly drafted and signed,to facilitate full execution of the appropriate documents. All such requests shall receive the full cooperation and compliance by the undersigned within seven (7) days of the making of the request set forth above. The failure of the undersigned to comply with their obligations hereunder shall constitute a default under the documents executed in connection with said loan and shall entitle Lender or its successors and assigns,to the remedies available for default under the documents executed by the undersigned. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically COMMERCIAL GUARANTY 4 (Continued) Page 4 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 she#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 401 Market Street Panniers,LLC 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 R. Christopher Zampogne, and in each case,any signer's successors and assigns. Guarantor's Share of the Indebtedness. The words "Guarantor's Share of the Indebtedness" mean Guarantor's indebtedness to Lender as more particularly described in this Guaranty. 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 Sovereign Bank,its successors and assigns. � ss Note. The word "Note" means the promissory note dated Ix-V<.O in the original principal amount of;1340,000.00 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. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental 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 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 `.c?Q—aP 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. GU O (Seat) ristopher Zampo INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) •O�� )SS COUNTY of �,,� A� ^- ) ,�( On this,the p0b' day of V� i 20D�_,before me�`�,lf]ht the undersigned Notary Public, personally appeared R. Christopher mpogo , known to me or satisfactorily proven)to be the person whose name is subscribed to the within instrum n know) ged that he or she execut�the me for the purposes therein contained. In witness whereof,I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA NtabMS" Notary blic in and for the State of am CNfsl 0W L P1K NcWy PJ t; !IN foft T*P.,C mberbW 0M#* MY Cnlrrr*dM E0W W 3.2WY Member.Pennsylvania Association Of Notaries DISCL; IVRE FOR CONFESSION OFD IDGMENT Borrower: 401 Market Street Partners,LLC Lender: Sovereign Bank,a Federal Savings Bank 1620 Market Street MAIL CODE 60-571-CMt Camp Hip,PA 17011 236 N.2nd Street Harrisburg,PA 17101 Dec)aran#: R.Christopher Zampogna 5 Saratoga Place Camp Hill.PA 17011 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF 20 a, A GUARANTY OF A PROMISSORY NOTE FOR $340,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. 1 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, IN. DING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER7RUND G JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INTTIA B. i ERSTAND 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 VOWNTARILY_W,AIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT ANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW,WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: 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 G59NOMIDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT O E STRU ENT ACCORDING TO LAW. DE NT r X (Seal) fV.-C]OMPher Zempo L450 t110 WAV4/W.6.1CAGAN C",.tWi d W W ftk* .MM.SM SM. N MMIU ft M -M 4iSOC{SAll1101fiTLK1C70.PG 7R/M0 P&2 t VERIFICATION I, R. Christopher Zampogna, personally and on behalf of all other Respondents, hereby state that I have reviewed the foregoing Petition and verify that the facts set forth in the document are true and correct to the best of my personal knowledge, information and belief; and that this statement is made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities. Dated: Z3 !3 R. 0 STOPHER OGNA CERTIFICATE OF SERVICE I, the undersigned, hereby certify that on the day of 1 , 2013, 1 served a copy of the foregoing, by first-class mail, postage prepaid, upon the following: Zachary J. Cohen, Esquire Jack M. Seitz, Esquire, Lesavoy Butz & Seitz, LLC One Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 Attorneys for Sovereign Bank, PBE Companies, LLC and PNL New Era, LLC j0 . oldberg, sq ire Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 jgoldberg@ssbc-law.com PA ID#46782 -------------------------------------- IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA SOVEREIGN BANK, Plaintiff NO. 09-7473 V. CIVIL TERM GATOR DEVELOPMENT, LLC, 401 MARKET STREET PARTNERS, LLC, and R. CHRISTOPHER ZAMPOGNA, Confession of Judgment an adult individual, �? Defendants/Respondents 7j 70 and CAPO ASSOCIATES, LLC, C2J =` ,' c ~ GROUP, LLC, GUIDO GROUP, LLC and GATOR DEVELOPMENT GROUP, LLC, Additional Respondents RESPONDENTS' ANSWER TO PETITION FOR THE ISSUANCE OF A CHARGING ORDER AGAINST R. CHRISTOPHER ZAMPOGNA PURSUANT TO PA. R.C.P. 3118 Respondents, by and through their attorney, Joseph K. Goldberg, answer the Petition of Plaintiff seeking a charging order as follows: 1. Admitted. 2. The averments of paragraph 2 are conclusions of law to which no response is required. 3. Denied. To the contrary, and as more fully set forth in the Petition to Conform Judgment to Guaranty Documents filed in this matter by Respondent R. Christopher Zampogna ("Respondent Zampogna"), the liability of Respondent Zampogna is in an amount significantly less than the judgment amount. The amount of Respondent Zampogna's liability to Plaintiff is limited by the terms of his personal guaranty to $100,000 of the principal balance owed on the loan, plus interest, costs and fees as defined in the Commercial Guaranty. Alternatively, the averments are denied, as the judgment against Respondent Zampogna is satisfied as a matter of law. 4. Denied. To the contrary, for the reasons set forth in paragraph 3, above, the amount owed to Plaintiff by Respondent is significantly less than as claimed, or alternatively, no money is due on the referenced judgment. 5. Admitted. 6. Admitted. 7. Admitted. 8. Admitted. 9. Denied as to Gator Development Group, LLC. To the contrary, Respondent Zampogna's entire interest in that LLC are owned jointly with his wife and are not severable. The remaining averments are conclusions of law to which no response is required. 10. Denied as to Gator Development Group, LLC, as Respondent Zampogna has no such rights which are severable, as they are joint with his wife. The remaining averments are conclusions of law to which no response is required. 11. The averments of paragraph 11 are conclusions of law to which no response is required. 2 WHEREFORE, Respondents respectfully request that Plaintiff's Petition be denied. Respectfully submitted, oldb g squire orney ID No. 82 2080 Linglest n Road, Suite 106 Harrisburg, A 17110 (717)703-3600 Date: � Attorney for Respondents 3 VERIFICATION I, R. Christopher Zampogna, personally and on behalf of all other Respondents, Arsw.rta hereby state that I have reviewed the foregoing f etition and verify that the facts set forth in the document are true and correct to the best of my personal knowledge, information and belief, and that this statement is made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities. Dated: q 23 (3 R. C ISTO ZAIVIPOGNA CERTIFICATE OF SERVICE 4 I, the undersigned, hereby certify that on the B day of 4Y91 , 2013, 1 served a copy of the foregoing, by first-class mail, postage prepaid, upon the following: Zachary J. Cohen, Esquire Jack M. Seitz, Esquire, Lesavoy Butz & Seitz, LLC One Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 Attorneys for Sovereign Bank, PBE Companies, LLC and PNL New Era, L C Jos o g, quire SOVEREIGN BANK, IN THE COURT OF COMMON PLEAS OF PLAINTIFF/RESPONDENT CUMBERLAND COUNTY, PENNSYLVANIA e� C, V. C r, GATOR DEVELOPMENT, LLC, 401 MARKET STREET PARTNERS, "'� cn LLC, AND R. CHRISTOPHER r" ° ZAMPOGNA, AN ADULT INDIVIDUAL <� aa•. -�' DEFENDANTS/PETITIONERS NO. 09-7473 CIVIL z� " 77� ORDER OF COURT `0.r AND NOW, this 301h day of April, 2013, upon consideration of the Petition to Conform Judgment to Guaranty Documents, IT IS HEREBY ORDERED AND DIRECTED that: 1. A Rule is issued upon the Respondents to show cause why the Petitioners are not entitled to the relief requested; 2. The Respondents shall file an Answer to the Petition within 30 days of this date; 3. The Petition shall be decided under PA.R.C.P. NO. 206.7; 4. Depositions, if any, shall be completed within 45 days of this date; 5. Argument/hearing on the matter shall be held on Friday, June 28, 2013, at 1:45 p.m. in Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania; 6. Notice of the entry of this Order shall be provided to all parties by the Petitioner. By the Court, �ko� �4 V M. L. Ebert, Jr., J. oseph Goldberg, Esquire 2080 Linglestown Road Harrisburg, PA 17110 Jack Seitz, Esquire ne Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 bas d� SOVEREIGN BANK, IN THE COURT OF COMMON PLEAS OF PLAINTIFF/RESPONDENT CUMBERLAND COUNTY, PENNSYLVANIA V. GATOR DEVELOPMENT, LLC,, == :- 401 MARKET STREET PARTNERS, `± LLC, AND R. CHRISTOPHER ZAMPOGNA, AN ADULT INDIVIDUAL DEFENDANTS/PETITIONERS ° V. PNL NEW ERA, LLC ADDITIONAL RESPONDENT NO. 09-7473 CIVIL ORDER OF COURT AND NOW, this 30th day of April, 2013, upon consideration of the Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants, IT IS HEREBY ORDERED AND DIRECTED that: 1. A Rule is issued upon the Respondents to show cause why the Petitioners are not entitled to the relief requested; 2. The Respondents shall file an Answer to the Petition within 30 days of this date; 3. The Petition shall be decided under PA.R.C.P. NO. 206.7; 4. Depositions, if any, shall be completed within 45 days of this date; 5. Argument/hearing on the matter shall be held on Friday, June 28, 2013, at 1:45 p.m. iri Courtroom No. 2 of the Cumberland County Courthouse, Carlisle, Pennsylvania; 6. Notice of the entry of this Order shall be provided to all parties by the Petitioner. By the Court, M. L. Ebert, Jr., J. /seph Goldberg, Esquire 2080 Linglestown Road Harrisburg, PA 17110 ack Seitz, Esquire One Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 • bas IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PNL NEW ERA, LLC, Use Plaintiff ) Plaintiff/Respondent ) Civil Action No. 09-7473 V. ) 401 MARKET STREET PARTNERS,LLC, ) Confession of Judgment GATOR DEVELOPMENT, LLC, and ) R. CHRISTOPHER ZAMPOGNA, ` -U:r . Defendants/Petitioners ) PLAINTIFF'S ANSWER TO PETITION TO HAVE JUDGMENT MARKED SATSIFIED, RELEASED AND DISCHARGED AS TO ALL DEFENDANTS — 9 C� Plaintiff, PNL New Era, LLC, assignee of Sovereign Bank, by and through its att`orn6�s Lesavoy Butz& Seitz LLC, opposes Defendants' Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants: 1. Admitted 2. Denied. Sovereign Bank("Sovereign") is not a respondent in this matter and is no longer the holder of the judgment at issue in this case; to the contrary, the judgment has been marked to the use of PNL New Era, LLC, and Sovereign no longer has rights in connection with the judgment. 3. Admitted 4. Admitted, although the docket speaks for itself and respondent need not reply to petitioner's description of the judgment. 5. Admitted, although the documents and exhibits speak for themselves. 1 6. Denied as stated. Respondent admits the judgment in this case was entered on a $340,000 note (the "$340,000 Sovereign Loan"). In addition to the $340,000 Sovereign Loan, Respondent admits that Sovereign also made the following loans to Gator Development, LLC ("Gator"), both guaranteed by the record owner of the mortgaged real estate -- 401 Market Street Partners, LLC ("401 Market LLC"): (A) a $200,000 loan secured by a mortgage on the mortgaged property at issue in this case (the "$200,000 Sovereign Loan"), and (B) a loan to 401 Market LLC that originated at$40,000 but was increased to $150,000 (the "$150,000 Sovereign Loan"). It is admitted that 401 Market, LLC, conveyed two separate mortgages to Sovereign Bank to secure the $200,000 Sovereign Loan and the $340,000 Sovereign Loan and that the mortgage securing the $200,000 Sovereign Loan is recorded in Book 1957, Page 801. It is expressly denied that the mortgage at Book 1957,Page 801, secured anything but the $200,000 Sovereign Loan. Respondent demands strict proof at the hearing of all averments not expressly admitted in this reply. 7. Admitted as to the entry of judgment. The allegations and issues in the case are set forth in the filings of record and Respondent need not reply to Petitioners' characterizations of those filings. 8. Denied. Respondent denies that the loan in case no. 09-7443 (the $200,000 Sovereign Loan) was secured the same mortgage that also secured the loan at issue in this case (the $340,000 Sovereign Loan); to the contrary,the two loans are secured by separate mortgages, recorded separately. This allegation lacks even a colorable basis in fact and Respondent demands strict proof at the hearing of all averments not expressly admitted in this reply. 2 9. Denied as stated. It is admitted that Respondent obtained a writ of execution in Connection with the $ $200,000 Sovereign Loan in case no. 09-7443 and foreclosed on the $200,000 mortgage securing that particular loan. Respondent denies it foreclosed on the separate mortgage securing the $340,000 Sovereign Loan or on any mortgage other than the $200,000 mortgage securing the $200,000 Sovereign Loan. Respondent demands strict proof at the hearing of all averments not expressly admitted in this reply. 10. Admitted. 11. Admitted only that a sheriff s sale took place in a different case on a mortgage that did not secure the loan at issue in this case. Respondent demands strict proof at the hearing of all averments not expressly admitted in this reply. 12. Admitted only that Sovereign's subsidiary was the successful bidder at a sheriffs sale that took place in a different case on a mortgage that did not secure the loan at issue in this case. Respondent demands strict proof at the hearing of all averments not expressly admitted in this reply. 13. Admitted,to the extent this paragraph alleges that the actual bid was less than the amount of the judgment in Case No. 09-7443 (plus interest and costs). 14. Admitted. 15. Denied as stated. It is admitted that no petition fixed the fair market value has been filed. Respondent denies any such petition was required in order to protect the claims at issue in this case. 16. Denied as stated. Respondent denies the allegations in paragraph 16 because they state conclusions of law. Should a reply be deemed necessary, Respondent submits that because the sheriff's sale was conducted in another proceeding in foreclosure of another mortgage 3 securing a different loan, Respondent was not obligated to file a petition to fix the fair market value of the property pursuant to the Pennsylvania Deficiency Judgment Act, 42 Pa.C.S. Section 8103(a), in order to preserve its claims in this case. Petitioners' contentions are contrary to and totally unsupported by the law of Pennsylvania. 17. Denied. Respondent denies the allegations in paragraph 17 as conclusions of law 18. Denied. Respondent denies the allegations in paragraph 18 as conclusions of law WHEREFORE, Respondent respectfully request that the court deny all of the relief requested by Petitioners and dismiss the Petition, with prejudice. LESAVOY BUTZ & SEITZ LLC Ja itz Esquire Attorn 7026 Zac y J. Cohen, Esquire orney No. 91119 One Windsor Plaza 7535 Windsor Drive, Suite 200 Allentown, PA 18195 (610) 530-2700 Attorneys for Plaintiff 4 p= .e Y CERTIFICATE OF SERVICE I, Jack M. Seitz, Esquire, certify that on this 24 day of May, 2013, I served a copy of the foregoing Reply via U.S. Mail, postage prepaid, to the following: Joseph K. Goldberg, Esquire 2080 Linglestown Road Suite 106 Harrisburg, PA 17110 Date M itz, Esq. w. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PNL NEW ERA,LLC,Use Plaintiff Plaintiff/Respondent Civil Action No.- 09-7473 cs V. C-) C- 401 MARKET STREET PARTNERS,LLC, Confession of JudgmejAw r, r" ra GATOR DEVELOPMENT,LLC,and R. CHRISTOPHER ZAMPOGNA, U0 C' curry Defendants/Petitioners =C:) PLAINTIFF'S ANSWER TO PETITION OF 4 70 CHRISTOPHER R. ZAMPOGNA TO CONFORM JUDGMENT TO GUARANTY DOCUMENTS Plaintiff, PNL New Era, LLC, assignee of Sovereign Bank, by and through its attorneys Lesavoy Butz& Seitz LLC, opposes Christopher R. Zampogna's Petition to Conform Judgment to Guaranty Documents: 1. Admitted 2. Admitted. 3. Admitted. 4. Admitted, except that the interest figure was through October 1, 2009. 5. The docket speaks for itself and Respondent not reply to Petitioner's characterization of the parties of the filings. 6. Admitted, although the filings of record speak for themselves and Respondent need not reply to Petitioner's description of them. 7. The Guaranty at issue in this Petition speaks for itself and Respondent need not reply to Petitioner's description of that document. Respondent observes, however, that the Guaranty clearly provides that Petitioner's share of the indebtedness "will only be reduced by sums actually paid by Guarantor under this Guaranty, but will not be reduced by sums from any other source. . ." 8. Denied. Even if Petitioner's liability were limited to $100,000 of principal, the interest calculations in this paragraph are incorrect and therefore they are denied. 9. The Guaranty at issue in this Petition speaks for itself and Respondent need not reply to Petitioner's description of that document. Moreover, the allegations in this paragraph state conclusions of law to which o reply is required. 10. Denied. Respondent denies the allegations in paragraph 10 as conclusions of law WHEREFORE,Respondent respectfully request that the Court deny all of the relief requested by Petitioner and dismiss the Petition, with prejudice. LESAVOY BUTZ & SEITZ LLC r A- Jac . Seitz, squire At ey No 7026 achary . Cohen, Esquire Attorney No. 91119 One Windsor Plaza 7535 Windsor Drive, Suite 200 Allentown,PA 18195 (610) 530-2700 Attorneys for Plaintiff 2 CERTIFICATE OF SERVICE 1, Jack M. Seitz, Esquire, certify that on this' i day of May, 2013, 1 served a copy of the foregoing Reply Petition via U.S. Mail, postage prepaid,to the following: Joseph K. Goldberg, Esquire 2080 Linglestown Road Suite 106 Harrisburg,PA 17110 Date Jack E,Seitz, Es 1. PNL NEW ERA, Use plaintiff • IN THE COURT OF COMMON PLEAS Plaintiff •• OF CUMBERLAND COUNTY, • PENNSYLVANIA v. • • CIVIL ACTION - LAW 401 MARKET STREET PARTNERS, • CONFESSION OF JUDGMENT LLC, GATOR DEVELOPMENT, LLC, and R. CHRISTOPHER ZAMPOGNA, : N . an adult individual, • Defendants • • and • • CAPO ASSOCIATES, LLC, CJ2 GROUP, LLC, GUIDO GROUP, LLC and • GATOR DEVELOPMENT GROUP, LLC, • Additional Respondents PNL NEW ERA, Use plaintiff • IN THE COURT OF COMMON PLEAS Plaintiff • OF CUMBERLAND COUNTY, : PENNSYLVANIA v. • 401 MARKET STREET PARTNERS, • CIVIL ACTION — LAW LLC, GATOR DEVELOPMENT, LLC, and R. CHRISTOPHER ZAMPOGNA, : CONFESSION OF JUDGMENT an adult individual, • • Defendants • • No. 09-7481 Civil Term and • • CAPO ASSOCIATES, LLC, CJ2 GROUP, LLC, GUIDO GROUP, LLC and GATOR DEVELOPMENT GROUP, LLC, Additional Respondents IN RE: PETITION TO HAVE JUDGMENT MARKED SATISFIED, RELEASED AND DISCHARGED AS TO ALL DEFENDANTS AND FOR RULE TO SHOW CAUSE ORDER OF COURT AND NOW this 25th day of November, 2013, after consideration of the Petitions to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants and for Rule to Show Cause in the above-captioned cases, Petitioner's Response, hearing held on July 28, 2013, and after review of the parties' briefs; IT IS HEREBY ORDERED AND DIRECTED that the Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants is GRANTED in Case No. 09-7473. The Prothonotary is directed to mark the judgment in case 09-7473 satisfied, released and discharged as to Petitioners and Defendants. IT IS HEREBY FURTHER ORDERED AND DIRECTED that the Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants is DENIED in Case No. 09-7481. By the Court, M. L. bert, Jr., C"7 r� /Jack Seitz, Esquire Attorney for Plaintiff r., One Windsor Plaza = 'J 7535 Windsor Drive 1`)., , Suite 200 ` Allentown, PA 18195 'Pc) om` N) i Joseph Goldberg, Esquire Attorney for Defendants 2080 Linglestown Road Harrisburg, PA 17110 ealoi e3 $(a ' id fi/2-7/1,.3 t‘e 2 PNL NEW ERA, Use plaintiff : IN THE COURT OF COMMON PLEAS Plaintiff : OF CUMBERLAND COUNTY, : PENNSYLVANIA v. • : CIVIL ACTION - LAW 401 MARKET STREET PARTNERS, : CONFESSION OF JUDGMENT LLC, GATOR DEVELOPMENT, LLC, : and R. CHRISTOPHER ZAMPOGNA, : No. 09-7473 Civil Term an adult individual, • Defendants • and • • CAPO ASSOCIATES, LLC, CJ2 GROUP, LLC, GUIDO GROUP, LLC and : GATOR DEVELOPMENT GROUP, LLC, : Additional Respondents PNL NEW ERA, Use plaintiff : IN THE COURT OF COMMON PLEAS Plaintiff : OF CUMBERLAND COUNTY, : PENNSYLVANIA • v. • 401 MARKET STREET PARTNERS, : CIVIL ACTION — LAW LLC, GATOR DEVELOPMENT, LLC, and R. CHRISTOPHER ZAMPOGNA, : CONFESSION OF JUDGMENT an adult individual, • Defendants No. 09-7481 Civil Term and • • CAPO ASSOCIATES, LLC, CJ2 • GROUP, LLC, GUIDO GROUP, LLC and GATOR DEVELOPMENT GROUP, LLC, Additional Respondents • 3 OPINION AND ORDER OF COURT Ebert, J., November 25, 2013 — Procedural History and Statement of Facts This matter involves three separate loans made by Sovereign Bank to Defendants related to the purchase and operation of a restaurant in Cumberland County. The borrower for all three loans was Gator Development, LLC. The guarantors for all three loans were 401 Market Street Partners, LLC, R. Christopher Zampogna, and Peter J. Russo. Mr. Russo's obligation has been discharged through his bankruptcy proceeding. In June 2006, Sovereign Bank made a $200,000 loan to Defendants. Sovereign Bank made an additional loan in June 2006 to Defendants in the amount of$340,000. In April 2006, Sovereign Bank made a $40,000 loan to Defendants, which was later increased to $150,000. The loans were secured by a mortgage on real estate owned by Gator Development, LLC and by a liquor license. Defendants defaulted on the loans in 2009. Sovereign Bank confessed judgment against Defendants for all three loans in October 2009. For the $200,000 loan, judgment was entered in the amount of$185,867.28 (Case No. 09-7443). For the $340,000 loan, judgment was entered in the amount of $378,920.69 (Case No. 09- 7473). Judgment was entered in the amount of$167,536.43 for the $150,000 loan (Case No. 09-7481). Sovereign Bank obtained a writ of execution for the Sheriff's Sale of both the liquor license and the real estate for Case No. 09-7443. Sovereign Bank assigned its rights and interests in that case to PBE Companies, LLC. The Sheriff's Sale of the 4 liquor license took place in Dauphin County on August 25, 2010. Plaintiff's predecessor was the successful bidder on the liquor license. The parties have stipulated that the fair market value of the liquor license at the time of sale was $225,000. Plaintiff never filed a petition to fix the fair market value of the liquor license nor provided the Sheriff with a receipt indicating the amount of credit to be applied to the judgment. The Sheriff's Sale of the real estate took place on September 8, 2010, in Cumberland County. As of that date, the judgment balance in Case No. 09-7443 was $182,091.66. Plaintiff's predecessor was also the successful bidder on the real estate. Plaintiff also failed to file a petition to fix the fair market value of the real estate. As stipulated by the parties, a subsequent private sale of the real estate took place on December 22, 2011, resulting in net proceeds to Plaintiff in the amount of$77,199.26. The sale of the liquor license and the sale of the real estate were both conducted under the caption of Case No. 09-7443. Sovereign Bank assigned its rights and interests for the remaining two Cases Nos., 09-7473 and 09-7481 to PNL New Era, LLC. The parties have stipulated that the judgment balance, as of December 22, 2011, was $455,557.25 for Case No. 09-7473, and $192,058.83 for Case No. 09-7481. Defendants had also filed a Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants in Case No. 09-7443. Both parties agreed that the judgment in that case should be satisfied and the Petition was granted on June 20, 2013, completely satisfying the judgment for Case No. 09-7443. The parties have filed several motions in these cases, including the Petitions to Have Judgments Marked Satisfied, Released and Discharged now before the Court. 5 Discussion Defendants urge this Court to satisfy the remaining judgments for Case Nos. 09- 7473 and 09-7481 because Plaintiff did not follow the proper procedures under the Deficiency Judgment Act and the Rules of Civil Procedure. Defendant argues Plaintiff did not file a petition to fix the fair market value after the Sheriffs Sale of the liquor license; such a petition would have shown that the fair market value was above the judgment amount in Case No. 09-7443 and would have completely satisfied that judgment. The sale of the real estate then continued in Case No. 09-7443, even though that judgment should have already been satisfied by the sale of the liquor license. Defendants argue they then lost the benefit of selling the real estate to satisfy another judgment. Defendants maintain that the sale of the real estate was improper and therefore Plaintiff obtained no title to the real estate and the judgments should be satisfied. Plaintiff argues that the security for the three loans should be treated separately, even though it is the same property, because it was recorded separately. Plaintiff maintains it was not required to file the petition to fix the fair market value in Case No. 09-7443 in order to preserve available claims in the remaining two cases. Plaintiff further argues that the sale of the property for one judgment has no bearing on the other judgments. Plaintiff has agreed, and urges this Court, to apply $120,107.71, the credit obtained from the sale of the real estate, to reduce the judgment in Case No. 09-7473 to $335,449.54. 6 Instead of merely reducing one of the remaining judgments, this Court has determined that fully satisfying only the judgment in Case No. 09-7473, with the judgment from Case No. 09-7481 remaining, is the most equitable solution. Therefore, for the following reasons, the Petition to Have Judgment Marked Satisfied, Released and Discharged is granted for Case No. 09-7473 and denied for Case No. 09-7481. The Deficiency Judgment Act, 42 Pa.C.S.A. § 8103, requires that any judgment creditor who purchases real property in connection with a Sheriff's Sale petition the court to fix the fair market value of the real property sold if it was not sufficient to cover the deficiency. 42 Pa. C.S.A. § 8103(a); see also Western Flour Company v. Alosi, 264 A.2d 413, 415 (Pa. Super. 1970). To ensure that the judgment debtor is receiving full credit, a judgment creditor is also required to have the property evaluated and fix the fair market value before proceeding against other property owned by the judgment debtor. Western Flour, 264 A.2d at 415. If a judgment creditor fails to file such a petition, it is assumed that the debt has been paid in full and the judgment debtor may petition to have the judgment marked satisfied. 42 Pa. C.S.A. § 8103(d); see also Resolution Trust Corp. v. Hook, 1993 U.S. Dist. LEXIS 21328, *4 (W. D. Pa. 1993). Furthermore, Pennsylvania Rule of Civil Procedure 3133 provides that when plaintiffs who are judgment creditors purchase property at a Sheriff's Sale, they should provide to the Sheriff a receipt indicating the amount of credit to be applied to the judgment. The Sheriff uses these receipts in order to distribute the proceeds of the sale accordingly. See Pa.R.C.P. 3136(c)-(d). In Western Flour, the plaintiff executed a sale of real property and failed to comply with the Deficiency Judgment Act and have the fair market value fixed. Western 7 Flour, 264 A.2d at 414. The plaintiff then executed a sale on a second piece of property in the same judgment. Id. The plaintiff obtained both properties in the sale. Id. at 415. The court set aside the sale of the second property, finding that there was a presumption the first sale completely satisfied the judgment because plaintiff failed to follow the Deficiency Judgment Act. Id. In Resolution Trust, the plaintiff obtained four judgments against defendants. Resolution Trust, 1993 U.S. LEXIS at 21328 at *1. The plaintiff executed the sale of real estate for the most junior lien and purchased the property at the Sheriff's Sale. Id. at *2. The plaintiff did not file a petition to fix the fair market value or otherwise determine the value of the property. Id. at *2. The court held that the sale did not stretch to satisfy the other senior loans just because the plaintiff had failed to value the property. Id. at *6. However, the court did find that equitable principles applied and opened the judgment to determine the value of the real property so that the defendants would receive all the credit they were entitled to. Id. at *7-8. While Western Flour and Resolution Trust are both instructive in this matter, neither case deals with the specific issue in these cases. More specifically, Western Flour only contemplates one judgment entered against the defendants. On the other hand, Plaintiff in the instant matter obtained three separate judgments against defendants. Therefore, the second sale of the real estate would be better used towards satisfying another judgment and not merely set aside. Furthermore, it would be impractical for this Court to set aside the Sheriff's Sale of real property that occurred over three years ago and has been subsequently resold. 8 Similarly, while Resolution Trust contemplated multiple judgments, similar to the instant matter, the court was not faced with the sale of more than one property securing those judgments. Therefore, once the value of the property is determined in Resolution Trust, it will be practical to merely apply any credit toward another judgment. However, in the instant matter, merely applying the credit to Case No. 09-7473, as Plaintiff urges, would not be entirely accurate. If, for example, Case No. 09-7443 was satisfied by the sale of the liquor license, as it should have been, the sale of the real estate would have been conducted under Case No. 09-7473. Based on the fact that Plaintiff failed to file a petition to fix the fair market value after the first sale of the liquor license, there is a strong assumption that Plaintiff would have also failed to file this petition for the sale of the real estate, which would have had the effect of completely satisfying the judgment in Case No. 09-7473. See Resolution Trust, 1993 U.S. Dist. LEXIS 21328 at *4. It is for this reason that this Court determines in equity, the judgment in Case No. 09-7473 to be marked satisfied. In light of the fact that Resolution Trust held that the execution sale of property made under one judgment could not satisfy all judgments between the parties, this Court determines that the judgment in Case No. 09-7481 will not be marked satisfied. Defendants borrowed and/or guaranteed these loans, knowing they would have to be paid back. Furthermore, Defendants were provided notice of the Sheriff Sales and could have filed a petition to have the judgments marked satisfied much earlier, when this Court would have been in a better position to deal with the improper sale of the real estate. Instead, Defendants have waited almost three years after the sales to file these petitions, long after the liquor license and real estate were resold to a third party. 9 In light of general equitable principles and in the interest of fairness to both parties, the Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants is granted for Case No. 09-7473 and is denied for Case No. 09-7481. Accordingly, the following order will be entered: IN RE: PETITION TO HAVE JUDGMENT MARKED SATISFIED, RELEASED AND DISCHARGED AS TO ALL DEFENDANTS AND FOR RULE TO SHOW CAUSE ORDER OF COURT AND NOW this 25th day of November, 2013, after consideration of the Petitions to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants and for Rule to Show Cause in the above captioned cases, Petitioner's Response, hearing held on July 28, 2013, and after review of the parties' briefs; IT IS HEREBY ORDERED AND DIRECTED that the Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants is GRANTED in Case No. 09-7473. The Prothonotary is directed to mark the judgment in case 09-7473 satisfied, released and discharged as to Petitioners and Defendants. IT IS HEREBY FURTHER ORDERED AND DIRECTED that the Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants is DENIED in Case No. 09-7481. By the Court, M. L. Ebert, Jr., J. 10 Jack Seitz, Esquire Attorney for Plaintiff One Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 Joseph Goldberg, Esquire Attorney for Defendants 2080 Linglestown Road Harrisburg, PA 17110 11 PNL NEW ERA, LLC, Use plaintiff, : IN THE COURT OF COMMON PLEAS Plaintiff/Petitioner : OF CUMBERLAND COUNTY, : PENNSYLVANIA v. : CIVIL ACTION — LAW 401 MARKET STREET PARTNERS, : CONFESSION OF JUDGMENT LLC, GATOR DEVELOPMENT, LLC, and R. CHRISTOPHER ZAMPOGNA, : No. 09-7473 Civil Term Defendants/Respondents (*1W rr • • and • ) e • CAPO ASSOCIATES, LLC, CJ2 • "<c: -sa "I GROUP, LLC, GUIDO GROUP, LLC and j GATOR DEVELOPMENT GROUP, LLC, : `:s•' Additional Respondents : °`' ` IN RE: PLAINTIFF'S PETITION FOR THE ISSUANCE OF A CHARGING ORDER AGAINST R. CHRISTOPHER ZAMPOGNA PURSUANT TO Pa.R.C.P. 3118 ORDER OF COURT AND NOW this 25th day of November, 2013, upon consideration of Plaintiff's Petition for the Issuance of a Charging Order Against Respondent R. Christopher Zampogna in CAPO Associates, LLC, CJ2 Group, LLC, Guido Group, LLC, and Gator Development Group, LLC, pursuant to Pa.R.C.P. 3118, after reviewing the briefs filed by the parties, and after hearing held on June 28, 2013, and in light of this Court's Order and Opinion in the above-captioned matter, In Re: Petition to Have Judgment Marked Satisfied, Released and Discharged as to All Defendants and For Rule to Show Cause, IT IS HEREBY ORDERED AND DIRECTED that the Petition is DENIED AS MOOT. By the Court, \\NIN ■ M. L. Ebert, Jr., I J. /Jack Seitz, Esquire Attorney for Plaintiff One Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 Joseph Goldberg, Esquire Attorney for Defendants 2080 Linglestown Road Harrisburg, PA 17110 61,01 es a,IeI 1/D.,7/ SOVEREIGN BANK, : IN THE COURT OF COMMON PLEAS Plaintiff : OF CUMBERLAND COUNTY, : PENNSYLVANIA v. : CIVIL ACTION - LAW GATOR DEVELOPMENT, LLC, 401 : CONFESSION OF JUDGM:s.a .�'- = MARKET STREET PARTNERS,LLC, : r.— r" { PETER J. RUSSO, an adult individual, cam--- No. 09-7473 Civil Term w and R. CHRISTOPHER ZAMPOGNA, an : adult individual =_ ? ` Defendants • • IN RE: PETITION OF R. CHRISTOPHER ZAMPOGNA TO CONFORM JUDGMENT TO GUARANTY DOCUMENTS ORDER OF COURT AND NOW this 25th day of November, 2013, upon consideration of the Petition of R. Christopher Zampogna to Conform Judgment to Guaranty Documents, the briefs filed by the parties, and after hearing held on June 28, 2013, and in light of this Court's Order and Opinion in the above-captioned matter, In Re: Petition to Have Judgment Marked Satisfied, Released and Discharged as to all Defendants and For Rule to Show Cause; IT IS HEREBY ORDERED AND DIRECTED THAT the Petition is DENIED AS MOOT. By the Court, M. L. Ebert, Jr. J. • Jack Seitz, Esquire Attorney for Plaintiff One Windsor Plaza 7535 Windsor Drive Suite 200 Allentown, PA 18195 Joseph Goldberg, Esquire Attorney for Defendants 2080 Linglestown Road Harrisburg, PA 17110 69p e5 ht o, �1d it/a 7/