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Home My WebLink About10-7927-3-~r ~~C t ~~~~~~, ~ ~~.F?'. 2uld DES 30 PM IZ~ 1 ~ INTE~'~~~E~ ~;i~~~T'~, PEt~P~SYL`~~lt!: Plaintiff v. 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONS, Defendants IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION NO. ~ - ~~a~~ 7 ~ l// CONFESSION OF JUDGMENT PRAECIPE TO TRANSFER AND ENTER JUDGMENT TO THE PROTHONOTARY: Pursuant to Pa.R.C.P. 3002 please enter judgment in favor of Plaintiff, Integrity Bank, and against Defendants, 204 Verbeke Lodging, LLC, 204 Verbek:e Restaurant, LLC, Brothers Pizza, Inc., Scott Thomas, Herbert D. Thomas, and Giovanni Barone, as follows: ~ ~ 25(~,~y0.7-T Count I - $~b9,-~5~, ~,puJ t Ply ' un o ,plus interest at $92.98 per day from 4~ '~~ .;t~e5b a~.Q of ~-ce ar; ~,~~,1,~,;~~5 3, 6 ~ ~p Count II - $4rS~~r}; t r ~ ' '~ 7(11 1 in t~~- ----- °" ~" rhP am^>>r~-~" ;_ ~ a plus interest at $15.82 per day from z~el w , P~ . 1v-~ ~.l-e ~~ tie o~~,~~~.~ ~~p~~;, ~~~,~~-~ ~u~5~e~-~ .P'w A judgment was previously entered by the Dauphin County Court of Common Pleas as endorsed by the certified docket entries attached hereto and made a part hereof at Exhibit A. ~~( ~iy~ aU ~~ w~i~~ ~~r . gay .~ ~y ~,~ ~ ~ ~9,~~ ~~ ~~s~o ~~~ ~5~.3 ~~ "l ~ ~nlre , iM/~ ~ I nAI [.~/~ aSoZ CIS ~ w~ls~r~ Respectfully submitted, REAGER & ADLER, P.C. ~~1 Date: December 30, 2010 ~ Peter R. Wilson, Esquire Attorney I.D. No. 87655 2331 Market Street Camp Hill, :PA 17011-4642 Telephone: (717) 763-1383 ~n ~Cje t~ourt of ~orrtrrton ~Cea~ of ~au~Cjin ~ountp, ~enn~pCbania Integrity Bank VS. No. 2010-CV-10389-NT 204 Verbeke Lodging J 204 Verbeke Restaurant Brothers Pizza Inc Scott Thomas Herbert D Thomas Giovanni Barone CERTIFICATION OF DOCKET ENTRIES AND JUDGMENT I, the undersigned Prothonotary of the Court of common Pleas of Dauphin County, Pennsylvania, do hereby certify that the attached is a full, true and correct copy of the docket entries in the above captioned case. I further certify that judgment was entered in favor of Plaintiff(s) and against Defendant(s) on August 10, 2010 in said case in the amount of as follows: Count I - $256,140.77 & Count II - $43,566.17 ~n ~e~ctimonp whereof, I have hereunto set my hand and affixed th s Thursday, September 30, 2010. ~~~~ ~ o By: Deputy of the Court, on • EXHIBIT A CERTIFICATION OF DOCKET ENTRIES AND JUDGMENT IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PA No. 2010-CV-10389-NT REALER & ADLER, PC Bv: Peter R. Wilson,, Esquire Attorney I.D. No. 87655 Email PG'llilson iilRca4~crAdl~r1'C.coni 2331 Market Street Camp Hill, PA 17011 Tclcplione: (717) 7G3-1383 Attorrrcys fnr Plaintiff, /ntegrity Bank INTEGRITY BANK, Plaintiff, vs. 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GCOVANNI BARONE, Defendants OF 1C•E a PROrHONOrA,~ 1010 AUG ! 1 pM ~: 2p I hereby t e otng inel DA ~~~ ~ true and correct copy of the orig n!h GpUNTY plea. pENNq `i" Qltvr<.a~ Prothon tary , IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA No. Z 01 ~1 C V 1038 q N7" CIVIL ACTION -LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: 204 VERBEKE LODGING, LLC ,iudgtnents in the amount of $256,140.77 and $43,566.17 have been entered against you and in favor of the Plainti ff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper already 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. Yott may have legal rights to defeat the judgments or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS AND PRESENT IT TO A JUDGE WITHIN THIItTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTCCE 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Date: 9/29/2010 Dauphin County User: NCAHILL Time: 10:16 AM Complete Case History Page 1 of 4 Case: 2010-CV-10389-NT Integrity Bankvs.204 Verbeke Lodging, etal. Filed: 8/10/2010 Subtype: Notes Physical File: Y Appealed: N Comment: Status History Pending Pending /Judgment Judge History Date Judge 8/10/2010 No Judge, Payments Reager & Adler Exemplified Record Miscellaneous Receipts Receipt Date 237078 9/29/2010 Plaintiff Name: Address: Phone: Employer: Litigant Type: Comment: Attorneys Wilson, Peter R Defendant Name: Address: Phone: Employer: Litigant Type: Comment: Attorneys Wilson, Peter R Integrity Bank Home: 204 Verbeke Lodging Home: 8/10/2010 8/10/2010 Work: Receipt pate Type 232698 8/10/2010 Civil Filing 237078 9/29/2010 Miscellaneous 23.00 Exemplified Record (Primary attorney) Work: Reason for Removal Current Amount 49.00 23.00 Total 72.00 23.00 Sum: 23.00 SSN: DOB: Sex.: Send notices: Y Send Notices SSN: DOB: Sex: Send notices: Y (Primary attorney) Send Notices Date: 9/29/2010 Dauphin County User: NCAHILL Time: 10:16 AM Complete Case History Page 2 of 4 Case: 2010-CV-10389-NT Integrity Bankvs.204 Verbeke Lodging, etal. Defendant Name: 204 Verbeke Restaurant SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Wilson, Peter R (Primary attorney) Send Notices Defendant Name: Brothers Pizza Inc SSN: Address: DOB: Sex: ~ Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Wilson, Peter R (Primary attorney) Send Notices Defendant Name: Thomas, Scott SSN: Address: DOB: Sex.: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Wilson, Peter R (Primary attorney) Send Notices Defendant Name: Thomas, Herbert D SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Wilson, Peter R (Primary attorney) Send Notices Date: 9/29/2010 Dauphin County Time: 10:16 AM Complete Case History Page 3 of 4 Case: 2010-CV-10389-NT Integrity Bankvs.204 Verbeke Lodging, eta!. Defendant Name: Barone, Giovanni SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Wilson, Peter R (Primary attorney) Send Notices Register of Actions 8/10/2010 New Civil Case Filed This Date. No Judge, Plaintiff: Integrity Bank Attorney of Record: No Judge, Peter R Wilson Filing: Complaint with Confession of No Judge, Judgment Paid by: Reager & Adler Receipt number: 0232698 Dated: 8/10/2010 Amount: $49.00 (Check) For: Integrity Bank (plaintiff) Defendant: 204 Verbeke Lodging Attorney No Judge, of Record: Peter R W ilson Defendant: 204 Verbeke Restaurant No Judge, Attorney of Record: Peter R W ilson Defendant: Brothers Pizza Inc Attorney of No Judge, Record: Peter R Wilson Defendant: Thomas, Scott Attorney of No Judge, Record: Peter R Wilson Defendant: Thomas, Herbert D Attorney of No Judge, Record: Peter R Wilson Defendant: Barone, Giovanni Attorney of No Judge, Record: Peter R Wilson On Complaint filed Judgment in No Judge, favor of Plaintiff and against Defendant in the sum of: COUNT I -THE $240,000.00 LOAN Two Hundred Fifty-Six Thousand One Hundred Forty Dollars and 77/100 ($256,140.77) COUNT II -THE $70,000.00 LOAN , Forty-Three Thousand Five Hundred Sixty-Six Dollars and 17/100 ($43,566.17) by virtue of authority contained in the Warrant of Attorney filed dated 09-27-2007 payable Installments with interest, costs, etc. 10% for colt'n. Inquisition and Exemption Waived. Entered At 10:35 a.m. Stephen E. Farina, Prothonotary Notices Mailed. Copies to Sheriff for Service. 8/11!2010 Notice under rule 2958.1 of judgment and No Judge, execution thereon, filed (204 Verbeke Lodging, LLC). Notice mailed. User: NCAHILL Date: 9/29/2010 Dauphin County User: NCAHILL Time: 10:16 AM Complete Case History Page 4 of 4 Case: 2010-CV-10389-NT Integrity Bankvs.204 Verbeke Lodging, etal. Register of Actions 8/11/2010 Notice under rule 2958.1 of judgment and No Judge, execution thereon, filed (204 Verbeke Restaurant, LLC). Notice mailed. Judgment Order date In Favor Of Disposition ~ Judgment 08/10/2010 Plaintiff 08/10/2010 Open Judgment Comment: 256140.77 COUNT I Plaintiff: Integrity Bank Defendant: 204 Verbeke Lodging 204 Verbeke Restaurant Barone, Giovanni Brothers Pizza Inc Thomas, Herbert D Thomas, Scott Judgment Order date In Favor Of Disposition Judgment 08/10/2010 Plaintiff 08/10/2010 Open Judgment Comment: 43566.17 COUNT II Plaintiff: Integrity Bank Defendant: 204 Verbeke Lodging 204 Verbeke Restaurant Barone, Giovanni Brothers Pizza Inc Thomas, Herbert D Thomas Scott 29 2010 I hereby certify that the f re ing is a true and correct copy of a iginal filed. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: (717) 232-7536 Date: August ~, 2010 !/ et R. Wilson, Esquire AGER & ADLER, PC 2331 Market Street Camp Hill, PA 17011 (717) 763-1383 Attorneys fiir Plaintiff, Integrity Bank t ~~-~ce rya{)e~ REAGER & ADLER, PC Bv: Peter R. Wilson. Esquire Attontey I.D. No. 87655 Email: P\.'1%ils<-n ri~lt~a~ei;A~llerPC'.cgn~ 2331 Market Street Camp Hill, PA 17011 't'elephone: (7i7) 763-1383 Attornrrys fa• ('laintiff, Integrity Bank t~E:cEiv~ OFFICE 0 PROTHONQ~AR`f 2010 All6 i I PM 2~ 20 DA;.~~~~L'!~ CpUN7Y `~'FNNA INTEGRITY BANK, vs. 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants CIVIL ACTION -LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: 204 VERBEKE RESTAURANT, LLC Judgments in the amount of $256,140;77 and $43,566.17 have been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession ofjudgment contained in a written agreement or other paper already 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 judgments or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS 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. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LA WYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: (717) 232-7536 Date: August ~, 2010 X~eter R. Wilson, Esquire REAGER & ADLER, PC 2331 Market Street Camp Hill, PA 17011 (717) 763-1.383 Attorneys fir Plaintiff, Integrity Bank t~ -e~s ~,~~. "To Shy. hoc 5ecv ~c~ REAGER & ADLER, PC By: Peter R. Wilson, Esquire ~ ~, y •t ~,;:~ ~q: 3J ,• ;_ ~ . Attorney I,D. No. 87655 ' ` ~ ` "`~l ~' ' ' 1•, Email: t'~Vilsnn(ri?I~~~_~crAill~rPC_com •, ~ 2331 Market Street ' ~ ` ~ ~~ Camp Hill, PA 17011 Telephone: (717) 763-1383 Rttoriieys fnr Plaintiff, /nlegr•ity Bank INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA vs. No. ono { C} ' C v • ~ ~ 3 ~ ~• N 1~ 244 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONS, ; Defendants CIVIL ACTION -LAW NOTICE Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that JUDGMENTS BY CONFESSION has been entered against you in the above proceeding and that enclosed herewith is a copy of all of the documents filed in support of said judgments. If you have any questions concerning this notice, please call Peter R. Wilson, Esquire, at 1 •} 763-1383. `~ ~ .. ~ .t ~.,.... ~..,~ . ,~.~jy;.r ~r~ Prothonotary REAGER & ADLER, PC By: Peter R. Wilson. Esquire Attorney I.D. No. 87655 Email: 1?bV_ilsc~n h`Itca~ erAdlcri'C.com 2331 Market Street Camp Hill, PA 1701 1 Telephone: (717) 763-1383 Attorneys jar Plaintiff, Integrity Bank `~1; 11' ~it 1r; ~ r, 41',~ t6: ~;r~F INTEGRITY BANK, vs. Plaintiff, 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants IN THE COURT OF COMMON PLEAS OF DAUPHIN- COUNTY, PENNSYLVANIA No. ~ O 1 C~ C.v ~ ~35~ N CIVIL ACTION -LAW NOTICE UNDER RULE 2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO FOLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: 204 VERBEKE LODGING, LLC Pursuant to 42 Pa.C.S.A. 2737.1, you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 2737.1, you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. REAGER & A.pLER, PC Date: _~, ~o/ ~ Pe R. Wilson, Esquire 2 1 Market Street Camp Hill, PA 17011 (717) 763-1383 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPENTNG~JUDGMENT; PLEADINGS AND PROCEDURE (a}(1) Relief from a judgment by confession shall be sought by petition. Except as provided in 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 maybe 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 a written notice is served upon the petitioner pursuant to Rule 2959.1(c)(2) or Rule 2973. ] (c), then petition shall be'~iled within~hitty days after such service. Unless the defendant can demonstrate that there were compelling reasons for the delay, a petition not timely fled shall be denied. (b) If the petition states prima facie grounds fvr 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 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 of or any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. REAGER & ADLER, PC Bv: Peter R. Wilson, Esquire Attorney I.D. No. 87655 Email: ['1\'.Iycin a>ReaecrAdlerPC.cam 2331 Market Street Camp Hill, PA 17011 Teleplio~ie: (717) 763-1383 Atturneys for Plnintiff, Integrity Bank .~ a: ~Z ... i_~ 't• ._`i INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, : OF DAUPHIN COUNTY, PENNSYLVANIA NO. o"l ~ ~ ~ C1~ ~ 0 3$~t, I~ T` 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants : CIVIL ACTION -LAW NOTICE UNDER RULE 2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO FOLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: 204 VERBEKE RESTAURANT, LLC Pursuant to 42 Pa.C.S.A. 2737.1, you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 2737.1, you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. Date: /~ ~/(~ REAGER & ADLER, PC -~• Pe R. Wilson, Esquire 2 31 Market Street Camp HiII, PA 17011 (717) 763-1383 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPENING JUDGMENT; PLEADINGS AND PROCEDURE (a)(1) Relief from a judgment by confession shall be sought by petition. Except as provided in 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 a written notice is served upon the petitioner pursuant to Rule 2959.1(c)(2) or Rule 2973.1(c), then 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. (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 Hale on petition and answer, and on any testimony, depositions, admissions and 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 of or any levy or attachment shall be preserved while the proccedi~igs to strike off or open the judgment are pending. b REAGER &ADLER, PC By: Peter R. Wilson, Esquire Attorney I.D. No. 87655 )/mail: 1'N%i Icon(a~ReaecrA~IlcrPC.com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Altornc~y~• fa• Plaintiff; Integrity Bank INTEGRITY BANK, PIaintiff, vs. 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and G10VANN1 BARONE, Defendants IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA NO. ~~ ~ C._V 1~~j$~ N~j- CIVIL ACTION -LAW NOTICE UNDER RULE'2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO FOLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: BROTHERS PIZZA, INC. Pursuant to 42 Pa.C.S.A. 2737.1, you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 2737.1, you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. Date: ;~ ~ ~ REAGER &ADLER, PC P er R. Wilson, Esquire 331 Market Street Camp Hill, PA 17011 (717) 763-1383 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPEN]<NG JUDGMENT• PLEADINGS AND PROCEDURE (a)(1) Reiief from a judgment by confession shall be sought by petition. Except as provided in 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 othcr 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 a written notice is served upon the petitioner pursuant to Rule 2959.1(c)(2) or Rule 2973. ] (c), then 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. {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. Aftt;r 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 a.re 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 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 of or any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. REAGER &ADLER, PC By: Peter R. Wilson, Esauire Attorney I.D. No. 87G55 Email: 1'W ilson(r~>Itea~er~ldlerl'C.com 2331 Market Street Camp Hill, PA 170 t 1 Telephone; {717) 7G3-1383 Attorneys for Plaintiff, Integrity Bank ,d: t~ Il ,: . ~'_. ~.~ INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, QF DAUPHIN COUNTY, PENNSYLVANIA 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and G10VANNI BARONE, Defendants No. ap~C~ CV CIVIL ACTION -LAW ~03$~ ti~- NOTICE UNDER RULE 2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO FOLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: SCOTT THOMAS Pursuant to 42 Pa.C.S.A. 2737.1, you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 2737.1, you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment: under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. Date: AZ~V.[ 9~ 2v~y REAGER ADLER, PC P er R. Wilson, Esquire 2331 Market Street Camp Hill, PA 17011 (717)763-1383 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPENING JUDGMENT; PLEADINGS AND PROCEDURE (a)(1) Relief from a judgment by confession shall be sought by petition. Except as provided in 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 maybe 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 a written notice is served upon the petitioner pursuant to Rule 2959.1(e)(2) or Rule 2973.1(c), then 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. (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 vn or before the return day of the rule. The return day of the rule shall be fixed by the court by local nile 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 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 j udgment. 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 of or any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. 0 REAGER &ADLER, PC By: Peter R. Wilson. Esauire Attorney LD. No. 87655 Email: I'`l%_ilson(ri?Rca~crAdlcrPC'.com 2331 Market Street Camp Hill, PA 1711 "1'elepl~one: (717) 763-1383 Attorru~ys for Alcrintif/,' Integrity Bank INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants NO. ~,pt p ~~1 1035 ~, iV t CIVIL ACTION -LAW NOTICE UNDER RULE 2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO OLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: HERBERT D. THOMAS Pursuant to 42 Pa.C.S.A. 2737.1, you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 2737.1, you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment: under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. Date: REAGER &ADLER, PC ~~r... eter R. Wilson, Esquire 2331 Market Street _ Camp Hill, PA 17011 ~. ` {717) 763-1383 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPENING JUDGMENT; PLEADINGS AND PROCEDURE (a)(1) Relief from a judgment by confession shall be sought by petition. Except as provided in 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 countyrn 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 a written notice is served upon the petitioner pursuant to Rule 2959.1(c)(2) or Rule 2973.1(c), then 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. (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 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 of or any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. REAGER & ADLER, PC By: Peter R. Wilson. Esquire Attorney I.D. No. 87655 Email f'Vl%ilson~i%ReayerA~llerPC.com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Attorneys, for Plaintiff, Integrity Bank ' i~ ~t~r 1 r, L~'~11C: 44 ~. r . •_ INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA vs. No. auto G~ cC~3g~C iU ~-r- 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, , HERBERT D. THOMAS, and GIOVANNI BARONE, . Defendants CIVIL ACTION -LAW NOTICE UNDER RULE 2737.1 OF RIGHT TO RECOVER ATTORNEY FEES AND COSTS AND PROCEDURE TO FOLLOW TO STRIKE OFF OR OPEN A CONFESSED JUDGMENT TO: CIOVANNI BARONE Pursuant to 42 Pa.C.S.A. 2737.1, you are hereby notified that a debtor who has been incorrectly identified and had a confession of judgment entered against him shall be entitled to costs and reasonable attorney fees as determined by the court. Pursuant to 42 Pa.C.S.A. § 2737.1, you are hereby notified of the instructions regarding the procedure to follow to strike off or open a confessed judgment under Pennsylvania Rule of Civil Procedure 2959, which is reproduced in full, on the following page. REAGER 8~„ADLER, PC Date: k `~~ ~ ZJ ~ ~~...... PEE .Wilson, Esquire 31 Market Street Camp Hill, PA 17011 (717) 763-1383 PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 STRIKING OFF OR OPENING JUDGMENT; PLEADINGS AND PROCEDURE (a){1) Relief from a judgment by confession shall be sought by petition. Except as provided in 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 maybe 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 a written notice is served upon the petitioner pursuant to Rule 2959.1(c)(2) or Rule 2973.1(c),;then 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. (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 plainti ff 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 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 of or any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. REAGER & ADLER, PC Bv: Peter R. Wilson, Esauire Attorney 1.D. No. 87655 Email: !'\_'4!iltic~n rr:I2ca~,erAcllurl'C.com 2331 Market Street Camp Hill, PA 1701 ] Telephone: (717) 763-1383 Ana•nc~y.-•./rir PluintiJJ' Integrity Bunk INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants NO. old l ~ ~~1 ~~3 g~ ~ "~" CIVIL ACTION -LAW NOTICE UNDER RULE 295$.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGIiTS TO: VERBEKE LODGING, LLC Judgments in the amount of $256,140.77 and $43,566.17 have been entered against you and in favor of the Plaintiffwithout any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper already 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 judgments or to prevent your money or property from being taken. YOU M UST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: (717} 232-7536 Date: August , ZOlO ~ ~,' ~~ Pe R. Wilson, Esquire REAGER & ADLER, PC 2331 Market: Street Camp Hill, PA 17011 (717) 763-1383 Attorneys for Plaintiff, Integrity Bank REALER & ADLER, PC By: Peter R. Wilson, Esauire Attorney I.D. No. 87655 Entail: 1'1'~%ilxctncrr!R~n~crnillcrPC.com 2331 Market Street Camp Hill, YA 1701 1 Telephone: {717) 763-1383 A[turrrcys for Pirrinliff, Integrity Bnnk ~~~~~,+rr^ ~r, ~'l~~~2 INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN' COUNTY, PENNSYLVANIA 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants No. auto c.v CIVIL ACTION -LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: VERBEKE RESTAURANT, LLC Judgments in the amount of $256,140.77 and $43,566.17 have been entered against you and in favor of the Plainti ff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper already 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. Yott may have legal rights to defeat the judgments or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS 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 LA W YER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: (717) 232-7536 r~ Date: August ~, 2010 P r R. Wilson, Esquire AGER & ADLER, PC 2331 Market Street Camp Hill, PA 17011 (717) 763-1383 Attorneys for PlaintiJ,j;' Integrity Bank REAGER & ADLER, PC Bv: Peter R. Wilson. Esauire Attor~iey I.D. No. 87G55 Email: f'~i~ilsonir?Rca~crAdlerl'C'.com 2331 Market Street Camp Hill, PA 1701 I Telephone; (717)763-1383 Atturncy.+• jor Plaintijf, /ntc~grity Bunk INTEGRITY BANK, Plaintiff, vs. 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants . , ~•_ ~~'~u ar~~,r, i U i,~ i !~~ 3 ;f F'1.' ~1 IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA No. a0 ~ p C-V l D3 S 4 CIVIL ACTION -LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: BROTHERS PIZZA, INC. Judgments in the amount of $256,140.77 and $43,566.17 have 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 already 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 judgments or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: (717) 232-7536 Date: August ~, 2010 ~~, ter R. Wilson, Esquire REAGER & ADLER, PC 2331 Market Street Camp Hill, PA 17011 (717) 763-1383 Attorneys for Plaintiff; Integrity Bank REAGER & ADLER, PC Bv: Peter R. Wilson, Esquire Attorney T.D. No. 87G55 Email; C'~,?1?ilson(rr,R~agerAdlerPC.'.com 2331 Market Street Carnp Hill, PA 17011 Telephone: (717) 7G3-1383 ~luorncys for Plaintiff, Integrity Bank c z. (,t 2 !~1'''! ~,E~lr i Q iti~ 1~• INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA 204 V ERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants No. ap1~ c.v 10384 ~t.1 ~- CIVIL ACTION -LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND I<;XECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: SCOTT THOMAS Judgments in the amount of $256,140.77 and $43,566.17 have 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 already 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 judgments or to prevent yottr money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP, Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: (717} 232-7536 :~ ;% ,/~_. Date: August ~, 2010 P er R. Wilson, Esquire REAGER & ADLER, PC 2331 Market Street Camp Hill, FA 17011 (717) 763-1383 Attorneys for Plaintiff; Integrity Bank REAGER & ADLF.R, PC Bv: Peter R. Wilson, Esquire Attontey LD. No. 87655 Email: i'~Nilso~i(ri!RcaecrAdlerl'C.com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Atlorr~cys,for Plaints Integrity Bank '~:{{0:1.~3 ~, INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONS, Defendants NO. ao~~ cv ~o3~t. /v T CIVIL ACTION -LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: HERBERT D. THOMAS Judgments in the amount of $256,140.77 and $43,566.17 have been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of j udgment contained in a written agreement or other paper already 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. Yott tray have legal rights to defeat the j udgments or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: (717} 232-7536 v Date: August ~, 2010 P er R. Wilson, Esquire REAGER & ADLER, PC 2331 Market Street Camp Hill, PA 17011 (717) 763-1383 Attorneys for Plaintiff, Integrity Bank D REAGER & ADLER, PC Bv: Peter R. Wilson, Esquire Attorney I.D. No. 87655 Email: P14%ils~m cr~Rea;~erAdlcrPC.com 2331 Market Street Camp Hill, PA 1701 ] Telephone: (717) 763-1383 ~1 tto~•ney~ for Plaintiff, /ntegr•ity Bank INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA NO. a~ `~ ~v 1,C>3 g~. A~- 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCQTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants CIVIL ACTION -LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: GIOVANNI BARONE Judgments in the amount of $256,140.77 and $43,566.17 have 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 already signed by you. The Sheriffmay 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 judgments or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENTS 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELD. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: {717) 232-7536 /,, Date: August ~, 2010 ~~ ""~~ P R. Wilson, Esquire R AGER & ADLER, PC 2331 Market Street Camp Hill, PA 17011 (717) 763-1383 Attorneys for Plaintiff, Integrity Bank .r REALER & ADLER, PC By: Peter R. Wilson, Esquire Attorney LD. No. 876SS EmaiL• Py%ilstm(«`Rea`rr~1_ilforPC.com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Aporncyt~ for PfuinliJj,' Integrity Bunk ~. i:., i, ~. INTEGRITY BANK, vs. 1N THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONS, Defendants NO. ~0~~' C Y' I OS 1S~ ' ~ T~ CNIL ACTION -LAW PRAECIPE FOR ENTRY OF JUDGMENTS BY CONFESSION TO THE PROTHONOTARY: COUNT I -THE $240,000.00 LOAN Kindly enter judgment by confession in the above-captioned matter for the Plaintiff and against the Defendants, and assess damages in the amount of $256,140.77, plus interest from August l , 2010, as follows: Principal: $226,999.99 Accrued Interest: 4,582.62 Late Fees 1,858.17 Attorney Fees _ 22 699.99 Total: *$256,140.77 *pltts interest accruing at 13.25%, but not more thatl the maximum rate allowed by law, until paid in full. COUNT I1 -THE $70,000.00 LOAN Kindly enter judgment by confession in the above-captioned matter for the Plaintiff and against the Defendants, and assess damages in the amount of $49,475.87, plus interest from August 1, 2010, as follows: Principal: Accrued Interest: Late Fees $41,830.66 3,057.69 99.52 Attorney Fees 4,488.00 Total: ~ *$49,475.87 *plus interest accruing at 13.25%, but not more than the maximum rate allowed by law, until paid in full. Respectfully submitted, REAGER DLER,PC Date; August ~, 2010 ~.- Pe R. Wilson, Esquire Attorney for Plaintiff REAGER & ADLER, PC By: Peter R. Wilson, Esquire Attorney I.D. No. 87655 Email: PbVilson(u~Rea~erAcllerPC.com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Attorne~~s for Plaintif~;' Integrity Bank INTEGRITY BANK, Plaintiff, IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNS/Y~,LVANIA vs. 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants CIVIL ACTION -LAW CONFESSION OF JUDGMENT COUNT I -THE $240,000.00 LOAN Pursuant to the authority contained in the $240,000.00 Note, the Business Loan Agreement, and the Guarantys, attached as Exhibits A, B, C, D, E, F, and G, respectively, to the Complaint filed in the above-captioned case, we appear for 204 Verbeke Lodging, LLC, 204 Verbeke Restaurant, LLC, Brothers Pizza, Inc., Scott Thomas, Herbert D. Thomas, and Giovanni Barone, and confess judgment in favor of Integrity Bank against them as follows: Principal: $226,999.99 Accrued Interest; 4,582.62 Late Fees 1,858.17 Attorney Fees _ 22,699.99 Total: *$256,140.77 *plus interest accruing at 13.25%, but not more than the maximum rate allowed by law, until paid in full. 1 COUNT II -THE $70,000.00 LOAN Pursuant to the authority contained in the $70,000.00 Note, the Business Loan Agreement, and the Guarantys, attached as Exhibits A, B, C, D, E, F, and G, respectively, to the Complaint filed in the above-captioned case, we appear for 2()4 Verbeke Lodging, LLC, 204 Verbeke Restaurant, LLC, Brothers Pizza, Inc., Scott Thomas, Herbert D. Thomas, and Giovanni Barone, and confess judgment in favor of Integrity Bank against them as follows: Principal: $37,656.30 Accrued Interest: 781.56 Late Fees 1,362.68 Attorney Fees 3,765.63 Total: *$43,566.17 *plus interest accruing at 13.25%, but not more than the maximum rate allowed by law, until paid in full. REAGER~ADLER, PC By. ~- P R Wilson, Esquire ty. I.D. #87655 2331 Market Street Camp Hill, P.A 17011 Telephone: (717) 763-1383 Facsimile: (717) 730-7366 Email: PWilson c~ReagerAdlerPC.corn Date: August, 2010 2 REAGER & ADLER, PC By: Peter R. Wilson, Esquire Attorney I.D. No. 87655 Email: PWilsonC~Reag_erAdlerPC.com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Attorneys for Plaintiff ;Integrity Bank INTEGRITY BANK, vs. 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONS, Defendants _ . , ~ r- ~""~ ~~ ~~ - r 0 : IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA Plaintiff, CIVIL ACTION -LAW COMPLAINT FOR CONFESSION OF JUDGMENT Integrity Bank, by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa.R.C.P. No. 2951(b) anal in support thereof avers the following: 1. Plaintiff, Integrity Bank, is a Pennsylvania banking institution doing business at 3345 Market Street, Camp Hill, Pennsylvania, 17011. 2. Defendant Verbeke ,Lodging, LLC ("VL") is a Pennsylvania limited liability company doing business at 603 Wilkes Drive, Middletown, Dauphin County, Pennsylvania, 17057. 3. Defendant Verbeke Restaurant, LLC ("VR"} is a Pennsylvania limited liability company doing business at 603 Wilkes Drive, Middletown, Dauphin County, Pennsylvania, 17057. 4. Defendant Brothers Pizza, Inc. ("Brothers") is a Pennsylvania corporation doing business at 1609 State Road, Suite 101, Duncannon, Perry County, Pennsylvania 17020. 5. Defendant Scott Thomas ("Scott") is an adult individual last known residing at 145 South 30`h Street, Camp Hill, Cumberland County, Pennsylvania, 1701 l . 6. Defendant Herbert D. Thomas ("Herbert") is an adult individual last known residing at 1007 Chippenham Road, Mechanicsburg, Cumberland County, Pennsylvania, 17050. 7. Defendant Giovanni Barone ("Giovanni") is an adult individual last known residing at 603 Wilkes Drive, Middletown, Dauphin County, Pennsylvania, 17057. COUNT I -THE $240,000.00 LOAN 8. Integrity Bank incorporates herein by reference paragraphs 1 through 8 above. 9. On September 27, 2007, Integrity Bank loaned VL the sum of $240,000.00 (the "$240,000.00 Loan") for a business purpose as evidenced. by a promissory note (the "$240,000.00 Note") and a business loan agreement (the "Business Loan Agreement") executed by VL that same day. True and correct copies of the $240,000.00 Note and the Business Loan Agreement are attached hereto as Exhibits A and B, respectively, and are incorporated herein by reference as if fully set forth. 10. On September 27, 2007, VR, Brothers, Scott, Herbert, and Giovanni each agreed to act as an unconditional guarantor/surety of the $240,000.00 Loan as evidenced by commercial guarantys (collectively, the "Guarantys") executed that same day, in addition to Disclosures for Confession of Judgment (collectively, th,e "Disclosures"}, which were also executed on that day. True and correct copies of the Guarantys are attached hereto as Exhibits C (for VR), D (for Brothers), E (for Scott), F {for Herbert}, and G (for Giovanni), respectively, and are incorporated herein by reference as if fully set forth. True and correct copies of the Disclosures are attached hereto as Exhibits H (for VR}, I (for Brothers), J (for Scott), K (for Herbert), and L (for 2 Giovanni), respectively, and are incorporated herein by reference as if fully set forth. 11. VL has defaulted under the terms of both the $240,000.00 Note and the Business Loan Agreement by failing to make payments due from June 5, 2010, until the present time. 12. VR, Brothers, Scott, Herbert, and Giovanni have defaulted under the terms of the Guarantys as a result of VL defaulti}~g under the terms of the both the $240,000.00 Note and the Business Loan Agreement. 13. The $240,000.00 Note and the Business Loan Agreement provide that, upon any default thereunder, Integrity Bank may accelerate al] sums due and owing thereunder and confess judgment against VL for the accelerated indebtedness along with accrued interest, late charges, costs of suit and an attorney's commission of 10% of the principal balance due and owing. 14. The terms of the Guarantys provide that Integrity Bank may confess judgment against VR, Brothers, Scott, Herbert, and Giovanni for any sums due and owing by VL to Integrity Bank. I5. The total sums due and owing under the terms of the $240,000.00 Note and the Guarantys as of July 31, 2010, are itemized as follows: Principal: $226,999.99 Accrued Interest: 4,582.62 Late Fees 1,858.17 Attorney Fees 22,699.99 Total: *$256,]40.77 *plus interest accruing at 13.25%, but not more than the maximum rate allowed by law, until paid in full. 16. All conditions precedent have been satisfied to allow Integrity Bank to confess judgment against VL under the terms of the $240,000.00 Note and the Business Loan Agreement, and VR, Brothers, Scott, Herbert, and Giovanni under the terms of the Guarantys, and neither VL nor VR, Brothers, Scott, Herbert, or Giovanni have a right to cure such defaults to Integrity Bank under the terms of the $240,000.00 Note, the Business Loan Agreement and/or 3 the Guarantys. l7. Tntegrity Bank is the holder of the $240,000.00 Note, the Business Loan Agreement, and the Guarantys. 18. The $240,000.00 Note, the Business Loan Agreement, and the Guarantys were executed and delivered in connection with a business transaction, and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 19. Integrity Bank will only seek its reasonable attorneys' fees for costs of collection in this matter and is not seeking a windfall. The $22,699.99 attorneys' fee commission included in the confessed judgment is authorized under the $240,000.00 Note, the Business Loan Agreement, and the Guarantys is merely being used to calculate a sum certain for purposes of confessing judgment. COUNT II -THE $70,000.00 LOAN 20. Tntegrity Bank incorporates herein by reference paragraphs 1 through 19 above. 21. On September 27, 2007, Integrity Bank loaned VL the sum of $70,000.00 {the "$70,000.00 Loan") for a business purpose as evidenced by a promissory note (the "$70,000.00 Note") and a business loan agreement (the "Business Loan Agreement") executed by VL that same day. True and correct copies of the $70,000.00 Note and the Business Loan Agreement are attached hereto as Exhibits M and N, respectively, and are incorporated herein by reference as if fully set forth. 22. On September 27, 2007, VR, Brothers, Scott, Herbert, and Giovanni each agreed to act as an unconditional guarantor/surety of the $70,000.00 Loan as evidenced by commercial guarantys (collectively, the "Guarantys") executed that same day, in addition to Disclosures for Confession of Judgment (collectively, the "Disclosures"), which were also executed on that day. True and correct copies of the Guarantys are attached hereto as Exhibits O (for VR}, P (for 4 Brothers), Q (for Scott}, R (for Herbert), and S (for Giovanni}, respectively, and are incorporated herein by reference as if fully set forth. True and correct copies of the Disclosures are attached hereto as Exhibits T (for VR), U (for Brothers), V (for Scott), W (for Herbert), and X (for Giovanni}, respectively, and are incorporated herein by reference as if fully set forth. 23. VL has defaulted under the terms of both the $70,000.00 Note and the Business Loan Agreement by failing to make payments due from June 5, 2010, until the present time. 24. VR, Brothers, Scott, Herbert, and Giovanni have defaulted under the terms of the Guarantys as a result of VL defaulting under the terms of the bath the $70,000.00 Note and the Business Loan Agreement. 25. The $70,000.00 Note and the Business Loan Agreement provide that, upon any default thereunder, Integrity Bank may accelerate all sums due and owing thereunder and confess judgment against VL for the accelerated indebtedness along with accrued interest, late charges, costs of suit and an attorney's comm,.ission of 10% of the principal balance due and owing. 26. The terms, of the Guarantys provide that Integrity Bank may confess judgment against VR, Brothers, Scott, Herbert, and Giovanni for any sums due and owing by VL to Integrity Bank. 27. The total sums due and owing under the terms of the $70,000.00 Note and the Guarantys as of July 31, 2010, are itemized as follows: Principal: $37,656.30 Accrued Interest: 781.56 Late Fees 1,362.68 Attorney Fees 3,765.63 Total: *$43,566.I7 *plus interest accruing at 13.25%, but not more than the maximum rate allowed by law, until paid in full. 28. All conditions precedent have been satisfied to allow Integrity Bank to confess judgment against VL under the terms of the $70,000.00 Note and the Business Loan Agreement, 5 and against VR, Brothers, Scott, Herbert, and Giovanni under the terms of the Guarantys, and neither VL nor VR, Brothers, Scott, Herbert, or Giovanni have a right to cure such defaults to Integrity Bank under the terms of the $70,000.00 Note, the Business Loan Agreement and/or the Guarantys. 29. Integrity Bank is the holder of the $70,000.00 Note, the Business Loan Agreement, and the Guarantys. 30. The $70,000.00 Note, Business Loan Agreement, and the Guarantys were executed and delivered in connection with a business transaction, and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 31. Integrity Bank will only seek its reasonable attorneys' fees for costs of collection in this matter and is not seeking a windfall. The $3,765.63 attorneys' fee commission included in the confessed judgment is authorized under the $70,400.00 Note„ the Business Loan Agreement, and the Guarantys is merely being. used to .calculate. a sum certain for purposes of confessing judgment. WHEREFORE, under Count I of this Complaint, Integrity Bank hereby requests this Honorable Court to enter judgment by confession against VL, VR, Brothers, Scott, Herbert, and Giovanni in the amount of $256,140.77, along with interest accruing at the maximum rate allowed bylaw, until paid in full; and WHEREFORE, under Count II of this Complaint, Integrity Bank hereby requests this Honorable Court to enter judgment by confession against VL, VR, Brothers, Scott, Herbert, and Giovanni in the amount of $43,566.17, along with interest accruing at the maximum rate allowed by law, until paid in full. 6 Respectfully submitted REAGER &~DLER, PC L By: Pete .Wilson, Esgaire Atty. I.D. #87655 2331 Market Street Camp Hill, PA 1701 l Telephone: (717} 763-1383 Facsimile: (717) 730-7366 Email: PWilson ~Rea~erAdlerPC.com Date: August ~, 2010 EXHIBIT A PROMISSORY NOTE References in the boxes above are for Lender's use only and do not limit the eppllcabiNty of this document to any particular loan or item. Any item above containing "•"•" hea bean omitted duo to text length Iimitationa. Borrower: 204 Verbeks lodging, LLC (TIN: 28-1131208) Lender: Intsgrky Bank 803 WNkss Drive Camp HIII Offlca Mkldlatown, PA 17057-2880 3345 Market 8troet Camp Hhi, PA 17011 1717) 920-4900 Principal Amount: X240,000.00 Interest Rate: 8.25096 Date of Note: September 27, 2007 PROMISE TO PAY. 204 Verbeks Lodging, LLC ("Borrower") promises to pay to Integrity Bank ("Lender"), or order, )n lawful money of the United States of Amerk:a, the prktclpal amount of Two Hundred Forty Thousand & 00!100 Dagars (0240,000.001, together with krtersst at the rats of 8.25096 per annum on the unpaid principal balance from September 28, 2007, until paid in font. The interest rate may change under the terms and condlttons of the "MITEREST AFTER DEFAULT" sectbn. ' PAYMENT. Borrower wSl pay this loan in 240 payments of $2,067,51 each payment. Borrower's first payment is due November 5, 2007, end all subsequent paymenU are due on the same day of sack month after that. Borrower's final psyrnent will bs due on October 5, 2027, and wilt be for ag prktaipal and all accrued Inters( not yet paid. Payments Include principal and Interest. Unless otherwise agreed or required by applkabls Isw, payments will be applied fkat to any accrued unpaid Interest; then to prhwlpal; than to any unpaid coNectlon costa; end then to any Ists charges. The annual Interest rate for this Note is computed on q 385/360 baste; that Is, by epplykrg the ratio of the anrntel Uttsrsat rate over a year of 360 days, multiplied by the outatsntflrtg principal balance, multtpgsd by the actual number of days the prindpel balance is outstanding, Borrower w1U pay Lender at Lsndsr's address shown above or at such other place as Lender may designate in w-Iting. PREPAYMENT PENAI'1'Y. Borrower agrees that all loan tees end other prepaid finance charges ere earned fully as of the date of the loan end will not be subject to refund upon early payment (whether voluntary or as a result of default), except ae otherwise required by law. Upon prepayment of thM Note, tender Ia entitled to the following prepayment penalty: Borrawsr agrees that aU loan fees and otMr prepaid finance charges ere named fully as of the date of tbs loan end wig not be subjaat to refund upon early payment (whether vcluntery or es a result of defauRl, except as otherwhe required by law. Upon prepayment of this Note, Lender ie entitled to the folbwing prepayment premium: Prepayment of any amount of the p-lnoipal sum shah bs subject to a ,pgnAlty charge of 596 duNng the flnt year of amorttsaliion and decHMng 1 % per year tftereaftsr to per (based 4n prepayment through sittamal flrtanbinp-prepayment, altttargh Internally generated funds fs psrmlttad without a premium).. Except for the foregoing, Borrower may psy,aN br ~a porttorr of the amount owed earNsr than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's oblig'stion 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 egress not to sand Lender payments marked "paid in fuN", "without racourae", or similar language. If Borrower sends such a payment, Lender may accept ft without losing any of Lender's rights under this Nota, 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 limhations or as full satisfaction of s disputed amount must ba mailed or delivered to: Integrity Bank, 3314 Market Street Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $10.00, whichever is greater. 1NTEREBT AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rata on this Note shall be increased by 6.000 percentage points. ff judgment is entered in connection with this Note, Interest will continue to accrue after the data of judgment at the rate in affect at the time judgment is entered. However, in no avant will the interest rate exceed the maximum interest rata Ilmitstlons under applicable law. DEFAULT. Each of the following shall constitute an event of default 1"Event of Default"1 under Chia Note: Payment Default. Borrower tails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to pertorm 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 end Borrower. Defauk in Favor of Thkd Pa-tles. Borrower or any Grantor defaults under any loan, extension of cradit, 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. Fatsa Statemsnta, Any warranty, repreaentatton 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 Insolvshcy. The dissolution of Borrower jregardfess of whether election to continue is made?, any member withdraws from Borrower, or any other termineticn~of Borrower's axisfence 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 bansfit 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, reposaesaion 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 (f there is a good faith dispute by Borrower as to the validity or reasonablenasa of the claim which is the basis of the creditor or forfeiture proceeding end if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lander monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being en 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 tndebtednasa or any Guarantor diva 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. i ' PROMISSORY NOTE Loan No: 9500189950 (COntinued) Page 2 Adverse Change. A malarial adverse change occurs in Borrower's financial condition, or Lander believes the prospect of payment or performance of this Note Is impaired. insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Nota within the preceding twelve 112} months, it may be cured if Borrower, after reoelving written notice from Lander demanding cure of such default: 11) cures the default within ten (10} days; or 12} if the cure requires more than ten (101 days, immediately initiates steps which Lender deems in Lender's solo discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient tp produge compliance as soon as reasonably practical. LENDER'S RN3HTS. Upon default, Lender may, after giving such notices es required by appflcabie law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay tltat~emount. ATTORNEYS' FEES; EXPENSES. Lsndsr 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 reasonable attomays' fees and Lender's Isgal expenses, whether or not there is a lawsuit, including reasonable. attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction}, end 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. Lsndsr end Borrower hereby wshre the right to any Jury trial in any action, proceeding, or oounterolsim brought by either Lender or Borrower against the other. GOVERNING LAW. This Nots wlN bs governed by federal law appgcabls to Lsndsr and, to the extant not preempted by federal law, the laws of the Commonwealth of Pennaylvanla without rega-d to its contNcts of law provisions. This Note has been accepted by Lsndsr In the Commonwealth of Permsyhrania. CHOICE OF VENUE. Ii there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of 829.00 if Borrower makes a payment on Borrower's loan and the check or preouthorizad charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lander 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 aN accounts Borrower may open In the future, However, this does not include arty 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 lndebtednesa against any and all such accounts. COLLATERAL. Borrower scknowledgea this Note is secured by a 1st mortpspa lien on 204 and 208 Verbeke Street, Harrisburg, Dauphin County, f'ennsylvanta, Assignment of Liquor License ,Assignment .of Liquor License for Brothers Pizza, Inc. 1st lien security interest on all business assets . CALL OPTION, the Bank shall have a call option which may be exercised to be affective on each fifth anniversary of the data of closing, subject to ninety (90- days advance written notice to Borrower advfs'ing the'Bank's election to call the obligation due. PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE Fl~NDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT, WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WHETHER 1T BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS. CROSS COLLATERALIZEDlCROSS DEFAULT. This loan also secures payment and performance of all other losna to Borrower or any guarantor. The word "Guarantor" means any gusrantor, surety or accomondation party of any or all of the Loan. SUCCESSOR INTERESTS. The terms of this Note ahal! ba binding upon Borrowor, and upon Borrower's hairs, personal representatives, successors and assigns, and shall Inure to the benefit of Lender and its successors and assigns. GENERAL PROVN310NS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Nota. 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 endorsee this Note, to the eMent 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 colieterel; end take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lander may modify this loan without the consent of or notice to anyone other than the party with whom the modlficstion is made. The obNgations under this Note are joint and several. It any portion of this Note is for any reason datormined to be unenforceable, it will not affect the enforcoabllity 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 (1096) 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 NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED iN THI5 NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE pF THAT AUTHORITY, BUT SHALL' CONTINUE FROM 71ME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY 1NAIVES 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. PROMISSORY NOTE ' Loan No: 1500189950 (Continued{ Page 3 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 UNOER 8EAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORbING TO LAW. SORROWER: 204 VERBEKE LO NC~C ey: ... By~.~:l~ '~~~lSeAq ~cvn I~10fTli{ . INTEGRITY BANK MO Lw0Y.0, Wr. 0.70.0.001 Nn. NY4y 7w.My 7~~7, Mo. 1N7, 7007. M ~pbMwO. .-A 0:40MOO/O~C7017U070.70 lIFi777 EXHIBIT B JSINESS LOAN AGREEMEN . ` .i: :iii ... . '~ ~:::. `i'i` ~`ww , ~R`li ' i . ;• .•.:fi . .. .:..' i` ~i . '~il'i= il ~ i::r Y y~y :::i :i:!q!fi?s!? •',i~f~ :iE .~ 1. i. : !:.• ~. •~•:lii;:ii;l:.. ~ ~ ~i,N~~::..:.,~ . lAi )iY tilt " :... : . : :rft•:=ii • ~ii'i . ~~ • . i :ih 7T ~l;?'T :m ! ;,,, ~!~i..; ..,:i:lii'i 1•taaiia, i,tis:::k:,i ~' .t..t.,:.i I::,t : :ii'iii;ilii ~i . • . t . 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References iri the boxes above are fw Lender's use only and do not Ifmit the appllcebHity of this document to any particular loan or item. Any item above containing "***" has bean omitted due to text length Iimitatlons. Borrower: 204 Verbeke Lodging, LLC (TIN: 26-1131208) Lander: Integrity Bank 603 Wllkee Drive Camp HiN Offlas Middletown, PA 17057-2980 3346 Market Street Camp HTN, PA 17011 1717) 820-4900 THIS BUSINESS LOAN AGREEMENT dated September 27, 2007, Is made and executed between 204 Vsrbeke Lodging, LLC ("Borrower") end integrity Bank ("Lender") on the fallowing terms and conditions. Borrower has received prior commercial loans from Lender or has app~sd to Lender for a commercial ban or bans or other flnanciel accommodations, Including those wh~h msy be desartbed on any exhibit or schedule attached to this Agreement ("Loan")• Borrower understands and agrees that: (A) in granting, renewing, o- extending any Loan, Lender Is relying upon Borrower's representations, warranties, and agreements as sat forth in this Agreement; (Bi the grantMg, renewing, or extending of any Loan by Lender at all times shah bs subject to Lender's sole judgment and discretion; and (C) all such Loans shall bs and remain subject to the terms and con~iHona of this Agreement. TERM. This Agreement shall be effective as of September 27, 2007, and shall continue in toll force and effect until such time as all of Borrower's Loans in favor of Lander have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fops and charges, or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Londar'o obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and In the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Securhy Agreements granting to Lander security interests in the Collateral; (3) financing statements end all other documents pertecting Lender's Security Interests; (4) evidence of Insurance as required below; I6) guaranties; (el together with all such Related Documents as Lander may require for the Loan; all in form end substance satisfactory to Lander and Lender's counsel„ Borrower's Authorisation. Borrower shall have provided in form and substance satlafectory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Ralatad Documents. In addition, Borrower shell have provided. such other resolutions, authorizations, documents and instruments as Lender or its counseN, may require. Payment of Fees and Expeness. Borrower shall have paid to Lender aN fees, charges, and' other expenses which ere then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and fn any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shell not exist at the time of any Advance a Condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the data of any renewal, extanaion or molt#ication of any Loan, and at all times any indebtedness exists: Organ)zation. Borrower is a limited liability company which Is, end at ail limas shall be, duly organized, validly existing, end in good standing under and by virtue of the laws of the Commonwealth of Pannaylvania. Borrower is duly authorized to transact business in all other states in which Borrower is doing buslnesa, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at' al times ahaN be, duly qualified ae a foreign Nmited liability company In all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the fuN power and authority to own its properties end to transact the business in which i< is presently engaged or presently proposes to engage. Borrower maintains an office at 803 Wilkes Drive, Middletown, PA 17057-2980. Uniesa Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including Its records concerning the Collateral. Borrower will notify lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with alt regulations, rules, ordinencea, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Buskress Namsa. Borrower has filed or recorded aA documents or filings required by law rotating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of eN assumed business names under which Borrower does business: Nona. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or aonstituta a default under (1) any provision of (a) Borrower's articles+of organization or membership agreements, or Ibl any agreement or other instrument binding upon Borrower or 12) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial intormatbn. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement suppled to Lender. Borrower has no materiel contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement conatitutos, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, end binding obllgationa of Borrvw,er enforceable against Borrower in accordance with their respective forms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to lender and as accepted by Lender, and except for property tax liens for taxes not presently due end payable, Borrower owns and hoe good title to all of Borrower's properties free and clear of 'all Security Intarasta, and has not executed any security documents or financlrtg statements relating to such properties. All of Borrower's propertlea era titled In Borrower's legal name, end Borrower has not used or fled a financing statement under any other name for at least the lest five (5) years. ~BUSENESS LOAN AGREEMENT Loan No: 1 5001 899 50 (Continued} PSge 2 ~m.~--- Hazardous Substances. Except as disclosed tv and acknowledged by Lander in writing, Borrower represents and warrants that: 11) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the CoNateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a1 any breach or violation of any Environmental Laws; 1b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. 131 Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any ouch activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation ell Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests es Lander may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any Inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's duo diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby 11) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other coats under any such laws, and 12) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expanses which Lender may directly or indirectly sustain or suffer resulting from a broach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify and defend, shell survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shell not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrowor is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all 'of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have boon paid in tull, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have bean provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the tiling or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may In any way be superior to Lender's Security Interests and rights in and to such Collaterel. Bindlrtg Effect. This Agreement, the Note, all Security Agreements lif any), and ell Related Documents era binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants end agrees with Lender that, so long as this Agreement remains in effect, Borrower wilt: Notices of Claims and Litigation. Promptly inform Lender In writing of (1) all material adverse changes in Borrower's financial condition, and 121 all existing and all threatened litigation, claims, investigations, administretlva proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Fnancial Records. Maintain Its books and records in accordance with GAAP, applied on a consistent basis, end permit Louder to examine and audit Borrower's books and records at all reasonable times. a:inancial Statements. Furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty 1120) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, prepared by Borrower. Tax Rotuma. As soon as available, but in no event later than one-hundred-twenty (120) days aher the applicable filing data for the tax reporting period ended, Federal and other governmental tax returns, prepared by Borrower. AR financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. AddlUonal Information. Furnish such additional information and statements, as Lender may request from time to time. Financial Covenants and Ratios. Comply with the following covenants and ratios: Except es provided above, all eomputatione made to determine compliance with the requirements contained in this paragraph shell be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct, Insurance. Maintain fire and other risk insurance, public liability insurance, end such other insurance as Lander may require with respect to Borrower's properties end operations, in form, amounts, coverages end with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without et least thirty (301 days prior written notice to Lender, Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not ba impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans. Borrower will provide Lender with such lender's loss payable or other endorsements as lender may require. Insurance Roporta. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (31 the amount of the policy; 14) the properties insured; 16) the then current property values on the heals of which insurance has bean obtained, and the manner of determining those values; and 1$) the expiration data of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the nCtual cash value or replacement cost of any Collateral. The coat of such appraisal shall be paid by Borrower, Other Agreements. Comply with aN terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. BUSfNESS LOANS AGREEMENT Loan No: 15001$9860 {Continued) Page 3 Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender to writing. Taxes, Charges snd Liens. Pay and discharge when due ail of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges; levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provlsiona set forth in this Agreement, in the Related Documents, and in all other inatrumants end agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default In connection with any agreement. Operations. Maintain executive and management personnel with subatandally the same quellfipations and experience as the present executive and management personnel; provide written notice to Lender of any chsnge in executive grid management personnel; conduct its business affairs in a reasonable end prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studios, samplings end testfnga as may be requested by Lender or any governmental authority relative to any substance, or any waeta or by-product of any subetanca defined as toxic or a hazardous subetanca under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with alt laws, ordinances, and regulations, now or hereafter In affect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans Wkh Dlsebilitias Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and ao long as, in Landar's sole opinion, Lender's Interests in the Collateral are not jeopardized. Lender may require Borrower to poet adequate security or a surety bond, reasonably aeNafactory to Lender, to protect Lender's Interest. inspection. Permit employees or agents of Lender at any reasonable time to Inspect any and ell Collateral for the Loan or loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records end to make copies end memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintalna any records (Including without limitation computer generated records and computer software programs for the generation of such records) in the poasesaion of a third party, Borrower, upon request of Lander, shall notify such party to permit Lender free access to such records at aN reasonable times and to provide Lender with copies of any records it may request, ail at Borrower's expense. Compliance Certifioates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or parson acceptable to Lender, certifying that the reprasentetlons and warranties set forth in this Agreement are true and correct ea of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply In al{ respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permh issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or Instrumentality concerning any Intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural reaourcea. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents end other agreements as Lender or its attorneys may reasonably raqueat to evidence and secure the Loans end to perfect all Security Interests. RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any taw, rule, regulation or guideline, or the interpretation or application of any thereof by any court or admfniatratfve or governments! authority (including any request or policy not having the force of law) shell impose, modify or make applicable any taxes texcept federal, state or local Income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (A) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce the amounts payable to Lender under this Agreement or the Related Documents, or !C) reduce the rate of return on lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lendo- such additional amounts as will compensate Lender therefor, within five I6) days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of such imposition or Charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall ba conclusive Fn the absence of manifest error. LENDER'S EXPENDITURES. It any action or proceeding la commenced that' would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shell not be abllgated to) take any action that Lender deems appropriate, including but not limited to discharging or paying ail taxes, liens, security interests, encumbrances and other. claims, at any time levied or placed on any Collateral and paying ell coats for insuring, maintaining end preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date Incurred or paid by Lender to the date of repayment by Borrower. Ali such expenses will become a part of the lndabtednsss and, at Lender's option, will (A) be payable on demand; IB) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or {2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covonanta end agrees with Lender that while this Agreement is in effect, Borrower shah net, without the prior written consent of Lender: Indebtedness and Lisna. (T) Except for trade debt incurred in the normal course of business and Indebtedness to Lender contemplated by this Agreement, creels, incur or assume indebtedness for borrowed money, including capital leases, {2) sail, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liana), or (3) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (21 cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, diasolva or transfer or sell BUSINESS LOAN AGREEMENT Loan No: 1500189950 (Continued) page 4 Collateral out of the ordinary course of business, or (3) make any distribution with respect to any capital account, whether by reduction of capital or otherwise. Loans, Acquisitions and Guaranties. il) Loan, invest in or advance money or assets to any other person, enterprise or entity, {21 purchase, create or acquire any Interest in any other enterprise or entity, or 13) incur any obllgetion as surety or guarantor other than in the ordinary course of business. Agreements. Borrower will not enter Into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loon to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make loan Advances ar to disburse Loen proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B1 evrrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or almUar proceedings, or is adjudged a bankrupt; (CI there occurs a meterlat~ adverse change In Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (DI any Guarantor seeks, claims or otherwise attempts to Ifmit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or IE) Lender in good faith deems itself Insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable taw, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other accountl. This Includes ell 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 bo 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. DEFAULT. Each of the following shell constitute an Event of Default under this Agreement: Payment Oafault. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement 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 loon, 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 or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Ralatad Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or bacomea false or misleading at any time thereafter. Death or Ineolvancy. The dissolution of Borrower (regardless of wh~sther election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existents as s 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 credhor workout, or the commencement o1 any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective CoNateraRzation. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Crsd)tor or Forfeltu-s Procsedlnps. Commencamant 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 ff Borrower glues tender 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, ea being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding Quanta 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. In the event of a death, Lender, et 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 Louder, 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 performance of the Loen is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. ii any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may ba, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured If Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: 11) cure the default within ten (10) days; or (2) if the cure requires more than tan 110) days, imlmedlately initiate steps which Lender deems in Lender's sofa discretion to be sufficient to cure the default and thereafter continue and complete elf reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. if any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately wilt terminate (including any obligation to make further Loan Atlvsncas or dfabulsementa), and, at Lender's option, ail Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "lneoivency" subsection above, such acceleration shell be automatic and not optional. In addition, Lander shall have ell the rights and remediva provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lander to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take aotion to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default end to exarcisi3 its rights and'remedies. GALL OPTFON. Tha Bank shah have a coil option which may ba exeroised to be effective on each fifth anniversary of the date of closing, subject to ninety (80) days advance written notice to Borrower advising the Bank's etectlon to coil the obligation due. BUSINESS LOAN AQREEMENI~ Loan No: 15001$9850 IContinuf~dl Page 5 PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTiVIT1E5, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOV; WHEN YOU OPEN AN ACCOUNT, WHETHER IT BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL. ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER ibENTIFYING DOCUMENTS. CROSS COLLATERALtZEDICROSS DEFAULT. This loan also secures payment and performance of all other loans to Borrower or any guarantor. The word "Guarantor" means any guarantor, surety or accomondation party of any or ell of the Loan. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire underatanding end agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement ;hall be effective unless given In writing end signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Faea; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, Incurred in conngction,with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pqy thQ costs and expenses of such enforcement. Coate and expanses include Lender's reasonable attorneys' tees and legal expanses whether br not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated poet-judgment collection services. Borrower also shell pay all court coats and such additional foes as may ba directed by the Court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lander. Lander may provide, without any (imitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lander may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sate of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that tt-e purchasers of any such participation interests will be considered as the absolute owners of such intereata in the Loan end will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participatlon interest and uncondhionally agrees that either Lander or such purchaser may enforce 8orrower'e obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participatlon interests may enforce its interests Irrespective of any personal claims or defenses that Borrower may have against Lander. Governing Law. This Agreement will be governed by tederal law appgcable to Lander and, to the extent not preempted by federal kw, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has bean accepted by Lander in the Commonwealth of Pennsyhrania. Choice of Vanua. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. No Waiver by Lender. Lender shalt not be deemed to have waived any rights under this Agreement unless such waiver is given in wrting 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 praviaion of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict complianoe with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and airy Gcentor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future trensedtiona. Whenever the consent of Lender is required under this Agreement, 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 tfie sole discretion of Lender. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Agreement shall be given in writing, end 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 malted, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown Hoar the beginning of this Agreement. Any party may change ks address for notices under this Agreement 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, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to ell Borrowers. Sevorabllity. !f a court of competent jurisdiction finds any provision of this Agreement to ba illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision iNegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, Lhe Illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include sli of Borrower's subaidieries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subaidieries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall trind Borrower's successors and assigns and shall inure to the benafh of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender, Survival of Roprssentations and Warrantlaa. Borrower understands and agrees that in making the Loan, Lender la relying on all represantetions, warranties, end covenants made by Borrower to this Agreement or in any certificate or other instrument delivered by Borrower to Lander under this Agreement or the Related Documents. Borrower further agrees that regardless of any invaetigation made by Lender, all such rapresentationa, warranties and covenants wilt survive the making of the Loan and delivery to Lender of the Related Documents, shall be conttnuing in nature, end shall remain in full, force and effect until such time as Borrower's Indebtedness shaft be paid BUSINESS LOAN AGREEMENT , Loan No: 1500189950 (COntiniued) Page 6 in full, or until this Agreement shall ba terminated In the manner provided above, whichever is the last to occur. Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. All parties to this Agreement hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shell mean amounts In lawful money of the United States of America. Words end farms 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 Agreement shell have the meanings attributed to such terms in the Uniform Commercial Coda. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in affect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business loan Agreement from time to time. Borrower. The word "Borrower" means 204 Verbeke Lodging, LLC and includes all co-signers and co-makers signing the Note and all their successors end assigns. CoNaterai. The ward "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Envrnonmental laws. Tho words "Environmental Laws" mean any and sll state, federal end local statutes, regulations and ordinances relating to the protection of human health or the environment, Including without Ilmitation the Comprehensive Environmental Response, Compensation, end Liability Act of 1880, as amended; 42 U.S.C. Section 8801, et seq. ("CERCLA"?, the Superfund Amendments and Reauthorization Act of 1888, Pub. L. No. 98-498 {"SARA"?, the Hazardous Materials Transportation Act, 48 U.S.C. Section 1801, et seq., the Resource Conservation end Recovery Act, 42 U.S.C. Section 8801, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement, i GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. Tha word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. Tha word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lander, including without limitation a guaranty of all or part of the Note. liasardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" era used in their vary broadest sense and include without limitation any and all hazardous or toxic substances, materiels or waste as defined by or listed under the Environmental Laws, The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including ati principal and interest together with all other Indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lander, The word "Lender" means Integrity Senk, its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those Loans and Hnanciel accommodations described herein or described on any exhibit or schedule attached to this Agreement from lima to time. Note. The word "Note" means the Note executed by 204 Verbeke Lodging, LLC in the principal amount of 4240,000.00 dated September 27, 2007, together with all renewals of, extenaione of, modifications of, refinancings of, coneolidationa af, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean {11 liana and security interests securing Indebtedness owed by Borrower to Lender; (2! lions for taxes, easeasmenta, or similar charges either not yet due or being contested in good faith; (3) liens of mater{aimen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (41 purchase money Hans or purchase money security interaste upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the data of this Agreement or permitted to be Encurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (61 liens and security iMeresta which, es of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (el those (lens and security interests which In the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. RNated Documsnq. 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 end documents, whether now or hereafter existing, executed in connection whh the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel BUSINESS LOAN AGREEMENT Loan No; 1500189850 (Continued) Page 7 mortgage, coAatarel chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended ae a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF; THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS bATEO SEPTEMBER;27, 2007. THIS AGREEMENT IS GIVEN UNDER 8EAL AND R IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTRUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER; 204 VERBEKE LODG LLC BY~ {Seal) SSeal) o Bra/ ~^~" {soatl ~omaa Signed, acknowledged and delh-sred In~oe of: x //'Y 19PfEGRITY BANK , ~ ; ~ ~ ey' iSeaq M ndsnt UHF FlW LeMN/, Vw. ~.iR10.00~ Cee+~ Xrlry Mew<1M MWtlML Y10. ip7, 70Y7. N ~A M41i EXHIBIT C ~/ COMMERCIAL GUARANTY OtiarantOr: 204 Verb•k• Restaurant, LLC 1TIN: 28.07263B7> 803 WNkes Drive Middlstow», PA 17067-2880 CONTINUING GUARANTEE OF PAYMFJVT AND PERFORMANCE. For good end valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment end satiafaotion of the Indebtedness of Borrower to Lander, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This fa a guaranty of payment end performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lander has not exhausted Lender's remedies against anyone else obUgeted to pay the Indebtedness or against any coliaterel securing the Indebtedness, this Guaranty or any other guaranty of ihd Indebtedness. Guarantor will make any payments to Lander or its order, on demand, in legal tender of the United States of America, in same-day funds, without get-ofi or deduction or counterclaim, and wHl otherwise perform Bon'ower'a obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited end Guarantor's obligstiona are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to rime and at any one or more limos, accrued unpaid interest thereon end ail aolleatlon costs and legal expenses related thereto permitted by Isw, reasonable atiornaya' fees, arising from any and ell debts, HabNities and obligations of every nature or form, now existing or herosfter eriging or acquired, that Borrower individually or colbctively 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 sgroemants or oommodity pre protection agreements, other obligations, and liabilities of Borrower, and any present or future (udgments against Borrower, future advances, loans or transactions that renew; extend, modify, refinance, consolidate or substitute these debts, BabiBties end obligations whether: voluntarily or Involuntarily ktcurred; due or to beooma due by their terms or accaleratlon; 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 Lander 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 vireo or otherwise}; and originated then reduced or extinguished and then afterwards increased or reinstated. if Lander presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall ba cumulative. Thfa Guaranty shall not lunless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate Itability under the terms of this Guaranty and any such other unterminatad guaranties. CONTINUING flUARANTY. THIS IS A "GONTiNUING 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 OBLIGAT10N5 AND LIAB{LITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BAt.ANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty wHl 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 fu{ly and finally paid and satisfied and all of Guarantor's other obligstiona 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 Lander may designate In writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lander of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" doss not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes abgoluta, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include ail 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, subatitutiona, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtadnssa crested both before end after Guararttor'a death or incapacity, regardless of Lender's actual notice of ~Guerantor's death. Subject to the foregoing, Guarantor's executor or adminiatrotor or other legal rapreaentativa 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 irom any one or` more Guarantors shell not affect the liability of any remaining Guarantors u»dar this Guaranty. It b anticipated that fluctuatlons may ocour in the aggregate amount of the indebtedness covered by this Guaranty, and Guarantor spsciRasNy aoknawledgss and agrees that reduotiana in the amount of the Indebtedness, even t0 zero doNars (10.00}, shah not constkute a termination of this Guaranty. 'this Guaranty is binding upon Guarantor and Guarantor's heirs, suaosssore and assigns ao long as any of the Indebtedness remains unpaid and even though the lndebtsdnsss rnsy from tkne to Nms be zero dollars (80.00}. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without Isasening Guarantor's NablNty under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or morn additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to eMend additional oredit to Borrower; IB) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment yr other forms of the Indebtedness or any part of the Indebtedness, including increases end deoreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan farm; IC) to take and hold security for the payment of this Guaranty or the Indebtedness, end exchange, enforce, waive, subordinate, fell or decide nat to pertect, and release any such security, with or without the substitution of new collateral; ID) to release, substitute, agree not to sue, or duel with any one or more of Borrower's sureties, endorsers, or other guarentora on any terms or in any manner Lender may choose; (E) to determine how, when end whet application of payments and credits shall be made on the Indebtedness; iF- to apply suah security and direct the order or manner of sale thereof, including without limitation, any nonjudiclal sale permitted by the terms of the controlking security agreement or deed of trust, as Lender In its discretion may determine; iGI to sell, transfer, assign or grant participations in all or any pert of the Indebtodnasa; end {H) to assign or transfer this Borrower: 204 Verbeke Lodging, LLC (TIN: 28-1131209} Lender: Integrity Bank 803 WNkes Drive Camp H1N Otfiae Middletown, PA 17067-2880 3346 Market Skeet Camp HNI, PA 17011 (717} 820-4900 COMMERCIAL GUARANTY loan No: 1500189950 (COntinufad) Page 2 Guaranty in whole or in part, GUARANT0R'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to lender that (AI no representations or agreements of any kind have been made to Guarantor which would Iimk or qualify in any way the terms of this Guaranty; (Bi this Guaranty is executed at Borrower's requaat and not at the request of Lander; ICI Guerentor has full power, right and authority to enter Into this Guaranty; (Di the provisions of this Guaranty do not conflict with or result in a default under any agreement or other Inatrurnent binding upon Guarantor end do not result in a violation of any taw, regulation, court decree or order applicable to Guarantor; (EI Guarantor has not and will not, without the prior written consent of Lender, sell, ieese, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially ell of Guarantor's assets, or any interest therein; (FI upon Lender's requaat, Guarantor will provide to Lender financial and credit Information in form acceptable to Lender, and ell such financial information which ourrently has been, and all future financial information which will be provided to Lender is and will be true and correct in eN material respects and fairly present Guarantor's financial condition as of the dates the financial information ie provided; (G) no material adverse change hea occurred in Guarantor's financial condition since the date of the moat recent finanoial statements provided to Lander 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; (q Lender has made no representation to Guarantor as to the creditworthiness of Borrower; end (JI Guarantor has eatablfahed adequate means of obtaining from Borrower on a continuing basis informatlon regarding Borrower's financial condition. Guarantor agrees tc keep adequately informed from such moans of any facts, events, or circumstances which ight in any way affeat Guarantor's riake under this Guaranty, end Guarantor further agrees that Lender shall have no obligation to disclose to E~uarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FlNANCIAL STATENIENI'S. Guarantor agrees to furnish Lender whh the following: Annual Sgtomants. As soon ae available, but in no event later than one-hundred-twenty (7201 days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. Aa soon ae available, but in no event later than ono-hundred-twenty (1201 days after the applicable filing date for the tax reporting period ended, Foderel and other governmsntel tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. liixcept as prohibited by applicable law, Guarantor waives any right to raqulre Lander (A) to continua landing money or to extend other credit to Borrower; (BI to make any preaentmant, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to ariy coli!eteral, or notice of any aotlon or nonactfon on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the. Indebtedness or in connection with the arsetion of now or additional loans or obNgations; (C) to resort for payment or to proceed directly or at once against any parson, including Borrower or any other guarantor; (Di to proceed directly against or exhaust any eollstarel held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the forma, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applioabla provisions of the Uniform Commercial Code; (FI to pursue any other remedy within Lender's power; or (GI to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and ail rights or defenses based on surotyship pr impairment of collateral including, but not limited to, any rights or defenses arising by reeaon of IA) any "one eotion" or "anti-deficiency" law or any other taw which may prevent Louder from bringing any action, including a claim far def~iancy, against Guarantor, before or after Lender's commencement or completion of any foraciosuro eotion, either judicially or by exorcise of a power of sale; (B) any elactton of remedies by Lender which destroys of otherwise sdvoreely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without Rmitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the lndabtadness; (CI any disability. or other defense of Borrower, of any other guarantor, or of any other person, or by reeaon of the cessation of Borrower's liability from any cause whatsoever, other than payment In full in legal tender, of the Indebtedness; (DI any tight to claim diacharga of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (EI any statute of limitations, if at any time any action or suit brought by Lender against Guarantor fa commenced, there is outstanding Indebtednssa which is not barred by any applioable statute of Ilmitationa; or fF- 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 theraefter Lsndor is forced to remh the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or slats bankruptcy law or law for the relief of debtors, the Indebtedness shall be conaidarod 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'8 UNDERSTANDING WITH RESPECT TO WAIVERS. Guerentor warrants and agrees that each of the waivers set forth above fa made with Guarantor's full knowledge of its signlficsnce and consequences end that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If aiy such waiver is determined to be contrary to any applicable {aw or public policy, such waiver shall ba effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lsndor reserves a right of setoff in all Guarantor's accounts with Lender Iwhather checking, savings, or some other accountl. This includeatall accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not inpiude any+IRA ¢r Keogh accounts, or any trust aocounta for which setoff would be prohibited by law. Guarantor authorizes Lander, to the extent permitted by applicable law, to hold these funds if there fa a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the farms of this Guaranty. SUBORDINATFON OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now axiating or hereafter crested, 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 even of insolvency end 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 pad to Lander end 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 sgreemants now or hereafter evidencing any debts or obligations of Borrower to Guerentor shall be marked whh a legend that the same are subject to this Guarenty and shall bo dehversd to Lsndor. Guarantor agrees, end Lender is hereby authorized, in the name of Guarantor, from time to time to file financing atatoments and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve end enforce its rights under this Guaranty. COMMERCIAL GUARANTY Loan No: 1500189950 (COnfinued) Page 3 MISCELLANEOUS PROViSI0N3. The following miscellaneous provisions are a part of this Guaranty' Amendments. This Guaranty, together with any Related Documents, consritutea the entire undarstandiny and agreement of the parties se to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be affective unless given in writing and signed by the party or panties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expsneea. Guarantor agrees to pay upon demand all of Lender's casts and expenses, including Lender's reasonable attorneys' fees and Lender's legal expanses, incurred in connection with the enforcement of this Guaranty. Lander may hire or pay someone also to help enforce this Guaranty, end Guarantor shall pay the coats and expenses of such enforcement. Costs and expanses include Lender's reaacneble attorneys' foes and legal expanses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including afforts.to modify or vacate any automatic stay or fnjunctton), appsala, and any anticipated poet-Judgment collection eorvices. Guerentor also shell. pay all court costs and such additional fees as may be directed by the court. - Captbn HeadMgs. Caption headings in this Guarsnty are for convenience purposes only and ere not to be used to interpret or define the provisions of this Guaranty. Govsming law. This Guaranty will bs govemsd by fedora! law apppcabta to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to ka oorHActe of law proviekms. Choke of Varua. If there is a lawsuit, Guarantor egress upon Lander'a request to submit to the Jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integratbn, Guarantor Further agrees that Guerentor has read and fully understands the terms of this Guaranty; Guarsntor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intonrion: and perol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender herrnlssa from all losses, claims, damages, and casts iincluding Lender's attorneys' foes) suffered or incurred by Lender as a result of any broach by Guarantor of the warranties, representarions and agreements of this paragraph. Interpretetbn, in ell cases where there is more than one Borrower or Guarantor, then all words used in this Guarsnty in the singular shall be deemed to have been usod in the plural where the contort and construction so require; and where there b more than one Borrower named in this Guaranty or when this Guaranty is executed by more than ono Guarantor, the words "Borrower" and "Guarsntor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lander" include the heirs, aucceasore, assigns, and transfarsea of each of them. If a court finds that any provision of this Guaranty is not valid or should not ba enforced, that fact by itself will not mean that the root of this Guaranty will not be valid or enforced. Therefore, a court will enforce the teat 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 ere corporations, partnerships, limited liability companies, or similar entitles, 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 ouch powers shall ba 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, shell be effective when actually delivered when actually received by telefacaimile {unless otherwise required by law), when deposited with a nationally recogni;ed overnight courier, or, if mailed, when deposited in the United States mail, as brat class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocarion notices by Guarantor shall be in writing and shall 6e tiffedtive upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any {arty may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notioe is to change the party's addrosa. For notice purposes, Guarantor agrees to keep Lender informed at ail times of Guarantor's current address. Unless otherwise provided by applicable law, if there fa more then one Guarantor, any notice given by tender to any Guarantor is deemed to be notice given to ail Guarantoro. No Wslvar by Lander. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing end signed by lender. No delay or omission on the part of Lender in exorcising 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 pfeJudico 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 sny course of dealing between Lender and Guarsntor, shell constitute a waiver of any of Lender's rights or of any of Guarantor's obligariona as to any future trsnaactions. Whenever the consent of Lander 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 ell cases such consent may ba granted or withheld in the solo discretion of Lender. Sucosssors and Assigns. Tha farms of this Guaranty shall ba binding upon Guarantor, and upon Guarantor's heirs, personal representstivos, successors, and assigns, and shall be enforceable by lender and its aucceasors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to stay jury trial {n any acrion, proceeding, or counterclaim brought by either Lender or Guarantor against dts other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when usod in this Guaranty. Unless apocifically 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 ahaR include the plural, end the plural shell Include the singular, as the context may require. Words end 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 204 Verbeke Lodging, 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. Guarturtor. The word "Guarantor' means everyone signing this Guaranty, including without limitation 204 Verbeke Restaurant, LLC, and In each case, any signer's successors and assigns. Guaranty, The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtadneaa. The word "Indabtadneas" means Borrower's indebtednelss to Lender es more particularly described in this Guaranty. Lender. The word "Lender" means Integrity Bank, its ariccesaors and assigns. Note. Tha word "Note" means and includes without limitation ail of Borrower's promissory notes end/or credit agreements evidencing Borrower's losn obligeriona in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of end substitutions for promissory notes oI credit agreements. COMMERCIAL GUARANTY ' Loan No: 1500185950 (Continued) Page 4 Related Docurnonh. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, aecuriry deeds, collateral mortgages, end sll other lnstrumonts, agreements end documents, whether now or hereafter existing, executed fn 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 fNDEBTEDNESS, '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 (06001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF 1"HIS GVARANTY VERIFIED 8Y AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT 8E 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 THfS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARAITOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISKNdS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDTrION, EACH GtARANTOR UNDERSTANDS THAT THIS. tlUARANTY LS 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 T+fE SECTION TITLE "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS BATED SEPTEMBER 27, 2007. THIS GUARANTY IS GIVEN UNDER 8EAL AND IT !S INTENDED THAT THE GUARANTY IS AND 9HALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: 204 VERBEKE '~,,,~• By~ dSsal) By: (Beall Scott ornas <~~~~-riL (SeaQ art D. Tltorrrti~ Signed, aaknowkdged and delivarsd In the presence vf: X Wifieae X Witness ~f~" nro l«wby. Wr. a.7~.,a0M caw. NNW "nw~M hYwn. M. iM7, iW7. N, M/," tirM. . M Knu"oW WCmtnW~o,re rn.tm rM,~ EXHIBIT D ~QMMERCIAL GUARANTY Rsferonces in the boxes above are for Lender's use oMy and do not limit the applicability of this dovument to any particular loan or item. Any item above containing "•~'•" has been omitted due to text lenoth limitations. Borrower: 204 Varbeke Lodging, LLC (TIN: 28.1131208) Lender: Integrity Bank 803 WNkes Drive Camp HIII Office Middletown, PA 17067-2990 3348 Market Strwt Camp HiN, PA 17011 (717)820-4800 Guarantor: BROTHERS PIZZA iNC {TIN: 20-1137313) 1808 STATE ROAD SUITE 101 + DUNCANNON, PA 17020.8638 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely end unconditionally guarantees full and punctual payment end satiataction of the indebtedness of Borrower to Lender, and the performance and disoharga of eft Borrower's obligatlona under the Note and the Related Documents. This is a guaranty of payment end performance end not of collection, so [.sr-der can enforoo this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Ir-debtsdness or against any collateral souring the Indsbtednsss, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lsndar or its order, on demand, in legal tender of the United States of America, In same-day funds, without ast-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note end Related Documents. INDEBTEDNESS. The word "Mdebtedness" as used in this Guaranty means ell of the principal amount outstanding from time to time and at any one or more limas, accrued unpaid interest thereon and all collection costa and legal expenses related thereto permitted by law, attorneys' fees, arising from If Lender presently holds one or moro guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under ail guaranties shell be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) effect or invalidate any ouch other guaranties. Guarantor's Nobility will ba Guarantor's aggregate Ilebillry under the terms of thin Guaranty end any suoh other untomtineted guarentisa. DURATION OF GUARANTY. This Gwrsnty wilt take efface when received by Lender without the necessity of any stxeptartce by Lander, or any notice to Guarantor or to Borrower, and will continue in full force untN ell the indebtedness shall have bean fully and finally paid end aetiafled and all of Guarantor's other obligations under this Guaranty shall have been performed In full. ReJaaae of any otMr guarantor or termination of any other guaranty of the Indebtedness shall not affect the fiabi{ity of Guarantor under this Guaranty. A revocation tender receives from any one or more Guarantors shalt not affect the liabilltq of any remaining Guarantee under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lander, without notice or demand and without lesssntng Guarantor's liability under this Guaranty, from time to time:. {AI to .make one. or moro additional seaurad ar unsecured loans to Borrower, to lease equipment or other goods to Borrower, or ottisrwise to extend additional credit to Borrower; {B) to alter, compromise, renew, extend, aocelerote, 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 intsrost on the Indebtedness; extenalons may be repeated and may be for {onger than the original loan form; (C1 to take and hokf security for the payment of this Guaranty or the Indebtadnssa, wind exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new coNataral; (DI to release, substitute, agree not to sue, or deal with any ono or more of Borrower's sureties, endorsers, or other guarentoro on any terms or in any manner Lender may choose; (E) to determine how, when and what appl~ation of payments end credits shall bo made on the Indebtedness; (F1 to apply such security end d{ract the order or manner of sale thereof, including without Iimhetlon, 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 (HI to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor reproasnts and warrants to tender that {A1 no representations or agreements of any kind have been made to Guarantor wMCh 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 lull power, right and authority to enter into this Guaranty; {D) the provisions of this Guaranty do not conilict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in s violation of any law, regulation, court decree or order appNOabla to Guarantor; (E) Guarantor free not and will not, without the prior written consent of Lender, sell, tease, assign, encumber, hypoti»cata, transfer, or otherwise dispose of sU or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor wiN provide to Lander financial and credit Information in form acceptable to Lender, and all suoh financial information which currently has been, end all future financial Information which wNl be provMod to Lender is and will be true and correct in all material respects and fairly proaerlt Guarantor's financial condition sa of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's finanoial condition since the date of the moat recent financial statements provided to Lender end no event has occurred which may materially adversely affect Guarantor's finanoial condition; (H} no litigation, claim, investigation, administrative proceeding or similar action (including those to unpaid taxes) against Guarantor is pending or threatened; fl) Lender has made no representation to Guarantor as to the crodltworthinese of Borrower; and fJ) 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 clrcumafancsa which might fn any way affect Guarantor's risks under this Guaranty, end Guarantor further agrosa )fret, absent s request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the aouras of Its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require lender (Ai 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 croation of new or addhional Loans or obligations; (Ci to resort for payment or to greased directly or at once against any parson, including Borrower or any other guarantor; (O) to proceed directly against or exhaust any coltateroi hskl by Lander from Borrower, any other guarantor, or any other person; (EI to give notice of the terms, time, end plaoo of any public or private 'sale of person;el property security held by Lander from Borrower or to comply whh any other applicable proviafona of the Uniform Commercial Code; (F1 to pursue any other remedy within Lender's power; or IG) tacommit any act or omission of any kind, or at any lima, with respect to any matter whatsoever. Guarantor alao waives any end all rights or defames booed 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-dafioiency" Isw or any other law which may prevent Lender from bringing any action, including a claim for defiolency, against Guarantor, before or after Lender's commencement or completion of any foreclosure cation, either judioielly or by exercise of a power of sale; (6) i any election of remedies by Lander which destroys or otherwise adversely affects COMMERCIAL GUARANTY ' Loan No: 7500189950 1COntinued) Page 2 Guaranty in whole or fn part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor rapresanta and warrants to Lender that {A) no representations or agreements of any kind have bean made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty la executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right end authority to enter into this Guaranty; {D) the proviaiona of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Ovarsntor and do not result in a violation of any law, ragularion, court decree or order applicable to Guarsntor; (E) Guarantor hoe not and will not, without the prior written consent of Lender, eeq, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or aubatantfally all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lander financial end credit information in form acceptable to Lender, and all such financial information which currently has bean, and all future financial fnformarion which will be provided to Lender is end will be true and correct in all materiel respects and fairly present Guarantor's financial condition as of the dstea the financial Information Is provided; fG) no material adverse change has occurred in Guarantor's financial condition since the date of the most rocant financial statements provided to tender and no event has occurred which may matsriaNy adversely affect Guarsntor'a financial condition; (H) no litigation, claim, investigation, edministrativa proceeding or similar action (including those far unpaid taxes} against Guarantor is pending nr throatanod; (q Lender hea made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has astablishsd adequate means of obtaining from Borrower on a continuing beais information regarding Borrower's financial condition. Guarsntor agroes to keep adequately informed from such means of any facto, events, or circumstances which might in any way effect Guar~ttor'a risks under this Guaranty, and Guarantor further agroas that Lender shall have~:no obligatfornto disclose to uarantor any Information or documents acquired by Lander in the couroe of its relationship with Borrower. GUARANTOR'S FINANCIAL STATENlEN73. Guarsntor agrees to furn)sh lender with the following: Annwl 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 end income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but In no event later than one-hundred-twenty (120) days after the applicable filing data for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent beais, and certified by Guarsntor as being true end correct. GUARANTOR'S WAtVERB. 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 ilte Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaorion on the pert of Borrower, Lendor, any surety, andoraar, or other guarantor in connection with the lndebtednasa or in connection with the creation of new or additional loans or obligations; IC} to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; ID) to proceed directly sgainat or exhaust any collateral held 6y Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, lima, and place of any public or private sale of personal property security hold by Lander irom~Borrower or to comply with any other eppliceble proviaiona of the Unitorm Commercial Code; (F) to pursue any other remedy within Lender's power; or (Gi to commit any acs or omission of any kind, ar at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses besad on surotyship or impairment of collateral Including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-dettciancy" law or any other law which may prevent lender from bringing any action, including s claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, eliher judicially or by exorcise of a power of safe; (el any election of remedies by Lender which deauoys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimburssmeM, including without Nmitation, any lose 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 otl»r guarantor, or of any other person, or by reason of the cesaarion of Borrower's liability from any cause whatsoever, athar than payment in foil in }age} tender, of the indebtedness; (D} any right to alsim discherga of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (Ei any statute of Ilmttatfons, if at any time any ecrion or suit brought by Lender against Guarantor is commenced, there is vutatsnding indebtedness whk;h is not barred by any applicable statute of ilmitationa; or (F) any defenses given to guarantors at law or in equity other than actual. payment and performance of the tndebtednesa. If whether voluntarily or otherwise, or by any third party, on the Indebtedness and- thereafter Lender is foroed to romit~tfto amount of t eBpayment to eor-ower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy taw or law for the relief of debtors, the tndebtedness 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 daducriona 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 end consequences and that, under the circumstances, the wahrora era reasonable and noc contrary to public policy or law. If any such waiver is determined to ba contrary to any applicable law or public policy, such waiver shalt be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. 7o the extent permitted by eppliceble law, Lender reserves a right of setoff in all Guarantor's accounts with Lander (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and al} accounts Guarantor may open in the futuro. Howivsr, this does not include any iRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorize: Lander, to the extent permitted by applicable law, to hold those funds if there is a default, end Lender may apply the funds in these accounts to pay what Guarantor owes under the farms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR, Guarantor agraea that the Indebtedness, whether now existing or hereafter created, shall be superior to any c}aim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarsntor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter heva against Borrower. In the evens of insolvency and consequent liquidation of the assets of Borrower, ttxough bankruptcy, by sn assignment for the benafft of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lander and Guarantor shell be paid to Lender and shall be first applied by Lender to the Indebtsdnese. Guaranto- does hereby assign to Lander all claims which it may heva or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be offscrive only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender sv roqusats, 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, end Lender Is hereby authorized, in the name of Guarantor, from time to time to file financing atatementa and conrinuerion 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. i r COMMERCIAL GUARANTY Loan No: 1500189950 {Continued) Page 3 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 trertsactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in arty 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. Subject tc any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, elf 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 shah have the meanings attributed to such terms in the Uniform Commercial Code: Borrowsr. The word "Borrower" means 204 Verbeka Lodging, LLC and includes all co-signers and co-makers signing the Note and a!I their successors and assigns. Guarantor. Tha word "Guarantor" means everyone signing this Guaranty, including without limitation BROTHERS PIZZA INC, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Endabtedneas' means Borrower's indebtedness to Lender as more particularly described in this Guaranty. lender. The word "Lender" means integrity Benk, its successors and assigns. Note. The word "Note" means the promissory note dated September 27, 2007, in dte original principal amount of 5240,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and subatitutfona for rho promissory note or agreement. Refatsd Documents. The words "Related Documents" mean all promissory Hates, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, daed6 of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or heresfte~ existing, itxecuted in connection with the Indebtedrtass. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDtTiON, EACH QUARANTOR 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 MAI(E THIS GUARANTY EFFECTIVE. THI8 GUARANTY f3 DATED SEPTEMBER 27, 2007. GUARANTOR: BROTHERS PIZZA NYC Br= Pres ant o 1 art m Soo'tt Thomas ~~f"e mo ~«wi.y, v.,. ra~.,o.aoi aM. M.".r M.nMM aWd.".. "". ,fin. poor. .a wW. ia..,.w. . r~ RMI"DN01CMIlMl0.R TI411» r"~1i EXHIBIT E ~OMMERCIAI GUARANTY ' References in the boxes above are for Lender's use only and do not limit the appliceblliry of this dacumsnt to any particular loan or Item Any Item above captaining """"" hea been omitted due to text length )Imitations. Borrower: 204 Verboks Lodging, LLC (TIN: 28.1131209) Lender: Integrity Bank 803 WNkq prlve Camp Hill Office Middletown, PA 17067-2880 3346 Market Strut Canrp HIN, PA 17011 {717) 820-4800 Guarantor: Scott Thomas ISSN: 211-54.0384) 146 South 30th Street Camp Hill, PA 17011 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor abeolutety and unconditicnatly guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance end discharge of alt Borrower's obligations under the Note and the Related Documents. Th(a is a guaranty of psyment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender hea not exhausted Landsr's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or arty other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United Ststes of America, in same-day funds, without sot-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Nota and Related Documents. Under this Guaranty, Guarantor's IiebNiry 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 et any one or more times, accrued unpaid Interest thereon and al{ collection seats and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and ail debts, liabilities end obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchertgeably with others, owes or will owe Lender. "Indebtedness' includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilh)es and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and 1labilities of Borrower, and any present or future judgments against Borrower, future advances, loans or tranaactiona that renew, extend, modify, refinance, consolidate or substitute these debts, liabllitfea and obNgationa whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unflquidated; 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 s 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 tranaectiona that may be voidable for any reason Isuch as infancy, Insanity, ultra vices or otiterwiael; and originated then reduced or extinguished and then afterwards inoraesad or rsinsteted. It Lender presently holds one or more guaranties, or hereafter receives edditlonal guaranties from Guarantor, Lender's rights under all guaranties shell be cumulative. This Guaranty shall not (unless specifically provided below to the conuary) affect or inyalidete any such other guaranties. Guarantor's Nobility will be Guarantor's aggregate liability under the terms. of this Guaranty and any such other untarminatad guaranties, CONTNUING 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 ACaU1RED, ON AN OPEN ANO CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OA DIMINISH GUARANTOR'S OBLIGATIONS ANO 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 affect When received by Lender without the necessity of any acceptance by Lender, or any notice to Guerentor or to Borrower, and will continue in full force until ell the fndebtsdneas incurred or contrsctsd before receipt by Lander of any notice of revocation shall have been fully and finally paid and aotiaflsd and all of Guarantor's other obligations under tfils Guaranty shall have been performed in full. It Guarantor ebcta to revoke this Guaranty, Guarantor may only do so in writing, Guarantor's written notice of revocation must be mailed to Lender, by certified mall, et Lender's address listed above or such other place as Lander may designate in writing. Written -evocetion 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, uniiqufdeted, undetermined or not due and which later becomes absolute, ilquidsted, determined or due. For this purpose and without Nmitation, "new Indebtedness" does not include alt or part of the Indebtedness that is: incurred by, Borrower prior to revocation; Incurred under a commitment that became binding before revocation; any renewals, extanslona, substitutions, end modifications of the indebtedness. This Guaranty shall bind Guarantor's estate es 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 administretor or ether legal representative may terminate this Guaranty in the same manner In which Guarantor might have terminated Ft and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indobtednoas shat! not effect the iiablNty of Guerentor under this Guarertry. A revocation lender receives from any one or more Guarantors shall not effect the liability of any remaining Guarantors under this Guaranty. n is anticipated that fiucwatigns may occur in the aggregate amount of the Indebtedness covered by this Guarsnty, and Guerentor specifically acknowiedyes and agrees that rsduction• in the amount of the Indebtedness, wen to zero dollars (80.00), shag not oonatitute a termfiatbn of this Gusranry. This Guaranty is binding upon Quarantor and Guarantor'i heirs, auaceseors end assigns so bng as any of the Indebtedness remains unpaid and oven though the Indebtedness may from time to Sims bs zero dollars 180.00}, GUARANTOR'S AUTHORIZATION TO LENDER. Guerentor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's fiabi6ty under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured (owns to Borrower, to lease .equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; IB) 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 decreaeas of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (Cl to take and hold security for the payment of this Guaranty or the indebtedness, and exchange, enioraa, 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 epplicatfon of payments end credits shall be made on the Indebtedness; (F- to apply such security and direct the order or manner of sate thereof, including without iimitatlon, any nonjudicial sale permitted by the farms of the controlling security agreement or deed of trust, sa Lender (n its discretion may determine; (GI to sell, transfer, assign or grant participations (n alt or any part of the Indebtedness; and Ill) to assign or transfer this COMMERCIAL GUARANTY loan No: 1500189950 (Continued) p~~g 2 Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (AI no representations ar agreements of any kind have been made to Guarantor which would Ifmft or qualify in any way the terms of this Guaranty; IB} this Guaranty is executed et 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 vlolatfon of any law, regulation, court decree or order appNcabla to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lander, sell, lease, assign, encumber, hypothecate, transfer, ar otherwise dispose of all or substantlaNy ell 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 alt such financial information which currently has been, and all future financial information which will ba provided to Lender is end 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 materiel adverse ohanga has occurred in Guarantor's financial condition since the date of the moat recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; IHi no Iltigetion, claim, investigation, edmfnistrativa proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender hsa made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor pea estsbllshed adequate moans 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, aventa, or circumstances which might in any way affect Guarantor's risks under this Guaranty, end Guarantor further agrees that Lender shall heva no obligation to diaciosa to Guarantor any Information or documents acquired by Lender in the course of its relationship wkh Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lander whh the following; Annual Stagmsnts, As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's belanca cheat and income atetament for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event Ister than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall bo prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. OVARANTOR'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 8orrowar; fBl to make any preasntmant, 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 nonaotion on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of now ar additional loans or obligations; 1C1 to resort for payment or to proceed directly or at onto against any person, including Borrower or any other guarantor; (D} to proceed dKectly against or exhaust any collateral head by Lender from Borrower, any other guarantor, or any other person; (E) to glue notice of the forma, time, and place of any public or prhreta sale of personbi property securhy held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Coda; IF) to pursue any other remedy within Lender's power; or (G} to commh 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 limped 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 toroclosura action, either judicially or by exercise of a power of sale; iBl any election of remadles by Lander which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for raimbursemont, including without limitation, any lose of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C} any disability or other defense of 8orrowar, of any other guarantor, or of any other person, or by reason of the ceasadon of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the indebtedness; ID) any right to ciafm 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 notion or suit brought by Lender against Guarantor is commenced, there fa outstanding Indebtedness which is not barred by any applicable statute of IimitaUons; or (Fl any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. if payment is made by 8orrowar, whether voluntarily or otherwise, or by any third party, on the Indebtedness end theresftar 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. QUARANTOR'S Ui~ERSTANDING WITH RESPECT TO WAIVERS, Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's fuFl knowledge of its significance end consequences and that, under the circumstances, the waivers are reaaoneble 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, savtnga, or soma other account). This includes all accounts Guarantor holds jointly with someone else and alt 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 taw. Guarantor authorizes Lander, to the extent permitted by applicable law, to hold these funds if there is a default, and Lander may apply the funds In these accounts to pay what Guarorrtor owes under the forma of this Guaranty. SUBORDINATION OF BORROWER'S DEBT8 TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, ahaU be superior to any ciafm that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly aubordinatos 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 easels of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary Bquidstion, 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 dose hereby assign to. Lander all claims which It may have or ecqulra against Harrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment spoil 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 atatomenta and continuation statements and to execute documents and to take such other aatfons as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. COMMERCIAL GUARANTY Loan No: 1500789950 (Continued) page 3 MISCELLANEOUS PROVISIONS, The following mlacaileneous provi~ionq are a part of this Guaranty: AmandmsnU. This Guaranty, togothar 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 !n 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 axpeness, including lender's reasonable attorneys' fees and Lender's legal expenses, Incurred in conneotion with the enforcement of this Guaranty. .Lender may hire or pay someone else to help enforce this Guaranty, end Guarantor shall pay the costa and expenses of such enforoement. Costs and expanses include Lendat's reasonable attorneys' faea and legal expenses whether or not there fa a lawsuit, including reasonable attorneys' foes and legal expenses for bankruptcy proceedings (inoluding efforts to modify or vacate any automatic stay or injunction), appeals, end any anticipated post-judgment collection services. Guarantor also shall pay all court coats and such elJditional toes es 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. Thh Guaranty wii'1 be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Psnnsyfvanfa without regard to its confOcts of law provisions. Choioe of Venue. if there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. integratbn. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor hea had the opportunity to tie advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's fntentlona and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lander harmbss from all tosses, claims, damages, end costa (includimg Lender's attorneys' fees) suffered or incurred by lender as a result of any breach by Guarantor of the warranties, repreaentetlona and egraementa of this paragraph. Mterpretattan. In all cases where there is more than one Borrower or Guarantor, then ail. words used In this Guaranty in the singular shall be deemed to have basn used in the plural where the context and construction so require; end where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than ens Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all end any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the hairs, aucceaeors, assigns, and transferees of each of them. if a court flnda that any provision of this Guaranty fa not valid or should not ba enforced, that fact by Itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court wiN enforce the reef of the provisions of this Guaranty oven 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, partnarahipa, limited liatailfry companies, or similar antidea, 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. Uniesa otherwise provided by appliicabla law, any notice required to be given under this guaranty shall ba given in writing, and, except for ravocsdon notices by Guarantor, shell ba effective when actually delivered, when actually received by telefacsimile {unless otherwise required by lsw-, 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. Atl revocation notices by Guarantor -shall be in writing and shall be effective upon delivery to Lander as provided !n the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notes under this Guaranty by giving formal written notice to the other parNea, 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 limas of Guarantor's current address. Uniesa otherwise provfdad by applicable law, If there fa more than one Guarantor, any notice given by Lender to any Guarantor is deemed to ba notice given to all Guarantors. No Waiver by Lender. Lander shall not be deemed to have waived any rights under this Guaranty unlasa such waiver is given in writing end signed by Lender. No delay or omission on the part of Lender in exercising any right shell operate es a wafvar of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or conatituta a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provielon of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shalt 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 Ia required and in ail cases such consent may be granted or whhheld in the sofa discretion of tender. Successors and Asaigna. The farms of this Guaranty shall be binding upon Guarantor, end upon Guarantor's heirs, personal rapreaentativea, successors, end assigns, end ahal( be enforceable by Lander and its successors and assigns. Waive Jury. Lender and guarantor hereby waive the right to any Jury trial In any actlon, proceeding, or counterclaim brought by either Lender or Guarorrtor agekest ~e other. DEFINITIONS. The following capitaii:ed words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, ail refarencoa to dollar amounts shall moan amounts in lawful money of the Untied 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 telrma in the Uniform Commercial Code: Borrower. The word "Borrower" means 204 Verbeke Lodg;ng, LLC and includes all co-signors and co-makers signing the Nota 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 Scott Thomas, and in each case, any signer's successors and assigns, Guaranty, The word "Guaranty" means this guaranry~from Guarantor to Lender. Indsbtsdnesa. Tha word "Indebtedness" means Bor-ower'e indebtedness to Lander as more particularly described in this Guaranty. Lender. Tho word "Lender" means integrity Bank, its aucceaeors and assigns. Nola. The word "Note" means end 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, madiflcatlone of, reflnencinga ot, consolidations of and substitutions for promissory notes or credit agreements. COMMERCIAL GUARANTY Loan No: 1500189950 {CDntirluedl Page 4 Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreementd, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgsges, 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 (?096) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HONORED DOLLARS {0600) 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 B£ SUFFICIENT WARRANT. THE AUTHORITY GRANTED tN 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 T111B GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE 8ECTION TRLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE TH1$ GUARANTY EFFECTNE. THIS GUARANTY IS DATED 8EPTEMBER 27, 2007. THIS GUARANTY iS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY 13 AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR; x /~ ISsaq Scott ortrae Slgned, acknowlbdged and dsllvered In the presence of: W~A nro ~.+3, w,. 3.70.,a001 e.-,, "r,rN n.«.w s.wowr. M.. iw~. 3001. A-A1,0~ IM.,wO. • -A gKWOplOIC1111It1{taR iIF1777 -IF r3 EXHIBIT F G/ COMMERCIAL GUARANTY References In the boxes above are for Lender's use only and do not limit tM applicability of this document to any particular loan or item. Any item above containing ""••" has been omitted due to text length Ilmitations. Borrower: 204 Vsrbeke Lodging, LLC ITIN: 28.1131208) Lender: Inagrity Bank 603 Wilkes Drhre Camp Hill Office Mkldlatown, PA 17067-2990 3345 Market Street Camp HGI, PA 17011 (717) 820-4900 Guarantor: Herbert D. Thomas ISSN: 188-32-34791 1007 Chippsnham Road Mechanicsburg, PA 17050 CONTINUING GUARANTEE OF PAYMENT ANO PERFORMANCE. For good and valuable conaideratfon, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the indebtedness of Borrower to Lender, and the performance and discharge of ail 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 aeon 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. Guersntor will make any payments to Lender or its order, on demsnd, in legal tender of the United Staten of America, in samaday funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under thin Guaranty, Guarantor's liability is uglimited and Guarantor's obligations are continuing. INOEBTEDNESS. The word "Indsbtednesa" 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 ell collection costs and iegel expenses related thereto permitted by law, reaaoneble attorneys' tees, arising from any and all debts, Iiabilitiee and obligations of every nature or form, now existing or hereaher arising or scquired, that Borrower individually or collectively or intarchangaably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit cab indebtedness, lease obligations, Nabilitiea and obligations under any interest rate protection agreements or foreign currency axohanga agreements or commodky price protection agreements, other obUgetione, end liabilitfea of Borrower, and any present or future' judgments sgainat Borrower, future advances, loans or tranaactfons that renew, extend, modify, raBnanae, 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 trnliquidatsd; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; securod or unaecu{ed; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lander or another o{ others; barred or unenforceable against Borrower for any reason whstaoover; for sny trsnsactions thst may be voidsble for any roasor- leach as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently hvlda one or more guaranties, o- hereafter receives eddltional guaranties from Guarantor, Lender's rights under all guaranties shall bo cumulative. Thfa Guaranty shelf not (anises 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 ur-terminated 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 THIS OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. Thfa Gueronty will take effect when received by Lander 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 oontracted before receipt by Lender of sny notice of revocation shall have been fully and finally paid and satisfied end all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this,Guaranty, Guersntor may only do ao in writing. Guarantor's written notice of revocetfon must be mailed to Lender, by certified mail, et Lender's address listed above or suoh other place es Lender may designate in writing. Written revocation of this Guaranty will apply only to new tndebtednsss created after actusi receipt by Lender of Guarantor's written revocation. For this purpose end without limitation, the term "new Indsbtednesa" does not include the indobtadneas which et the time of notice of revocetfon is contingent, unNquidated, undetermined or not due and which later becomes sbsolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include ell or part of the Indebtedness that fa: Incurred by Borrower prior to ravacatian; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modificetiona of the Indebtedness. This Guaranty shall bind Guarantor's Delete as to the indebtedness created both before end 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 terminetad it and with the Dame 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 remsining Guarantors under this Guaranty. It is anticipated that fluatuatlons may ooaur in the aggregate amount of the Indebtedness covered by tiNa Guaranty, and Guarantor spsoitfcaliy ask»owFridges and agrees tfiat rsduations In the smount of the indebtedness, wen to zero dollars (00.00), shag not constitute a termination of this Guaranty. Thfs Guaranty is binding upon Guarantor and Guarantor's heirs, suooessors and assigns so long as any of the Indsbtednesa remains unpaid a»d even though the Indebted»~ea may from tkns to time be zero doBaro (00.00). GUARANTOR'S AUTHOipZAT1pN TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, wkhout noth:e or demand and without lessening Guarantor's Gablpty under this Guaranty, from time to time: {AI prior to revocation as sat 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 pert of the Indsbtednesa, including increases and decroaaes of the rate of interest on the Indebtedness; extensions may be repeated and may b0 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, aubordirtats, fail or decide not to perfect, end 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 forms or in any manner Lender may choose; {E) to determine how, when and what application of payments and credits shell be made on the Indsbtednesa; (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 controlAng security agreement or deed of trust, ea Lender In its discretion may determine; (G) to sell, transfer, assign or grant participations in ol1 or any part of the indebtedness; and (H- to ensign or transfer this COMMERCIAL GUARANTY ' Loan No: 1500189950 (COntinuedl Page 2 Guaranty in whole or in pert. GUARANTOR'S REPRESENTATION8 AND WARRANTIES. Guarantor represents and warrants to Lander that IA) no reprasentationa or agreements of any kind have bean 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; (CI Guarantor has full power, right and authority to enter into this Guaranty; (D) she provisions of this Guaranty do not conflict with or result !n a default under any agreement or other instrument binding upon Guarantor end do not recruit in a violation of any Isw, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, aeU, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of alt or aubatentfally all of Guarantor's assets, or any Interest therein; (FI upon Lender's request, Guarantor will provide to Lender financial and credit information in loan acceptable to Lender, and all such financial information' which curranEfy fias bean, and all future financial Information which will be provided to Lender !s and will be true and correct in al! materiel respects end fairly present Guarantor's financial condition as of the dates the financial information is provided; (GI 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; IH- no litigation, claim, investigetlon, adminiatretlve proceeding or similar action (including those for unpaid taxes) against Gusrentor is pending or threatened; (U Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Gusrentor 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 ouch means of any facts, events, or ciraumstsncea which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further eQrees that Lander shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its ralatfonahip with 8orrowar. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish I.snder with the following: Annual Statements. As soon as available, but in no event later then one-hundred-twenty (120) days sitar the end of each fiscal year, Guarantor's balance shoat and income statement for the year ended, prepared by Guarantor. Tax Returns. Aa soon es available, but in no event later than one-hundred-twenty (120) days after the applicable filing data for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to ba provided under this Guaranty shall ba prepared in accordance with GAAP, applied on a consiatant 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 Louder (A) to continue landing money or to extend other credit to 8orrowar; (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; ICI to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; ID) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (Ej to glue notice of the forms, time, and piece 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; fF) to pursue any other remedy whhin 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 ell 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" Ipw or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarentor,.,bpfore or ,aftar~ Lender's commencamont or completion of any foreclosure action, either judicially or by exercise of a power of sale; IB) any election of remedies by Lender wMch destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed agaihat Borrower for reimbursement, inckuling without limitation, any lose of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any dlsabllhy or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of 8orrower'a liability from any cause whatswver, other than payment in full in legal tender; of the Indebtsdnsas; ID) any right to claim discharge of the Indebtedness on the beats of unjustified impairment of any collateral for the Indebtedness; IE) any statute of limitations, if et any tlme any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any appiicebls 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 end thereafter Lander is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or stets bankruptcy law ar law for the relief of debtors, the Indebtedness shell be considered unpaid for the purpose of the enforcement of this Guaranty. Gusrentor further waives and agrees not to assort 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 8orrowar, 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 consoquencas and that, under the circumstances, the waivers era roasonsble end not contrary to publk: policy or law. if any such waiver is determined to be contrary to any applicable law or public policy, such waiver shell be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lander reserves a right of setoff in all Guarantor's accounts with Lander twhethor chocking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and aU accounts Guarantor may open in the future. However, this doss 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 defauh, end Lender may apply the funds In these accounts to pay whet Guarantor owes under the terms of this Guaranty, 9UBORDiNATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, ahaN 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 hereeher have against 8orrowar. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by en assignment for the benefit of credhors, by voluntary Iiquidstion, or otherwise, the assets of 8orrowar applicable to the payment of the claims of both. Lander and Guarantor shall be paid to Lander and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which. it 'may have or acquire agafnst Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shell ba affective 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 obllgationa of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to lender. Gu~antor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to Tile financing statements and continuation statements and to execute documents and to take such other actions ea Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. COMMERCIAL GUARANTY Loan No: 7500188860 (COl1tIt1U9d) Page 3 MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are a part of this Guaranty; Amerrdmente. 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 expanses, including Lender's reasonable attorneys' fees end Lendor'a 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 costa and expenses of such enforcement. Costa and expenses include Lender's reaaonabla attornaya' faea and legal expanses whether or not there is a lawsuit, including reasonable 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 shell pay all court coats end such a~fditionN fees as may be directed by the court. - Caption Headings. Caption headings in this Guaranty era for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will bs governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the CommonwssRh of Pennsylvania without regard to ib confdots of Mw provisions. Choice of Venus, if there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Intsgrstion. Guarantor further agrees that Guarantor, has read end tally 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 refbcta Guarantor's lntantiona and petal evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemrtifies and holds Lender harmless from all losses, claims, damages, and costs {including Lender's attorneys' foes) suffered or incurred by Lender as a raeuR of any breach try Guarantor of the warranties, reprasentationa and agreements of this paragraph. Interpretatbn. In all cases whore there is more than ono Borrower or Guarantor, than ail words used in this Guaranty in the singular shell be deemed to have been used in the plural where the context and construction eo require; end where there is more then one Borrower named in this Guaranty or when this Guaranty la executed by more than ono Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of thorn. The words "Guarantor," "Borrower," and "Lander" inolude the heirs, auccesaors, 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 Itealf will not mean that the rest of this Guaranty will not ba 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 ba Invalid or unenforceable. If any ono or more of Borrower or Guarantor era corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lander to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purport)ng to act on their behalf, and any indebtedness made or created in rellenoe upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unloas 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 ba affective when actually delivered, when actually received by tslefacsimfle (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 ssctton 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 Lander informed at ail times of Guarantor's currant address. Unloas 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 Lander. Lender shall not be deemed to have waived any rights under this Guaranty unless suoh waiver la given in writing end signed by Lender. No delay or omission on the pert of Lender In axsrcfsing any right shell operate os 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 complianoe with that provision or any other provision of this Guaranty. Na prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall conathute a waiver of any of Lender's rights or of any of Guarantor's obligations es to any future transactions. Whenever the consent of Lender is required under this Guaranty; the granting of such consanL by Lender fn any inatanca shall not constitute continuing consent to subsequent instancsa where each consent la required end in ell cases such consent may be granted or withheld in the sole dlacretion of Lander. Sucoasaors and Assigns. ,The terms of ~ this Guaranty shall be binding upon Guarantor, and upon Guarantor's hairs, 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 oountsrolaim brought by either Lender or Guarantor against Rho offier, DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, aM reforancea 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 shell have the meanings attributed to such farms in the Uniform Commercial Code: Borrower. The word "Borrower" means 204 Verbaka Lodging, LLC and includes all co-signers and co-makers signing the Note and ap thalr successors end assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word 'Guarantor" means everyone signing this Guaranty, including without limitation Herbert D. Thomas, and in each case, any signer's succeaaors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. tndsbtedneas. The word "indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means integrity Bank, its succeaaors and assigns. Note. The word "Nola" means and includes without limitation ail of Borrower's promissory notes end/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 Horse or credit agreements. COMMERCIAL GUARANTY Loan No: 1500188950 (Continued) Page Related Documents. Tha words "Related Documents" mean all pfamfssory notes, Credit agreements, loan agreements, env}ronmental agreemerlta, guaranties, security agreements, mortgages, deeds of trust, security deeds, collabrel mortgagee, and ail other instruments, agreements and documents, whether now or hereafter existlng, executed in connection with the Indabtadnssa. 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 FOA 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 110961 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS {85001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, TH13 GUARANTY OR A COPY OF THfS 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 UNDER8IGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY 1S EFFECTNE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WK.L CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF f3UARANTY", NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THtB GUARANTY EFFECTNE. THIS GUARANTY f3 DATED SEPTEMBER 27, 2007. TH18 GUARANTY IS GIVEN UNDER SEAL AND R IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTfI'UTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: Sean Her art as Signed, acknowledged and daNy,Medjin the prosance of: ___, 1MM~O, W,. 7.77.10.001 Cw•M"IM IdwWl O747w", 7w. 1M7, IOW. NN7bY ~~. •-A F:iL6NOWO1CTVtH70.-C Tp.11)7 EXHIBIT G COMMERCIAL GUARANTY References in the boxes ebovs era for Lender's use only and do not limit the applicabiNty of this document tc any particular loan or item. Any item ebovs contairNng "••*' has been omitted due to text length limitations. Borrower: 204 Vsrbake Lodging, LLC (TIN: 28-1131208) Lender: Integrity Bonk 803 Wilkes Drive Camp HNI Offlcs Middletown, PA 17067-2980 3345 Market Street Camp FEIN, PA 17011 (717) 820-4900 Guarantor: GIOVANNI BARONE ISSN: 169-72-4318) 803 WILKES DRNE MIDDLETOWN, PA 17057-2880 CONTINUING QUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor ebsalutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance end discharge of all Borrower's obligations under the Nota end 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 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 Lander or its order, on demand, in legal tender of the United Stetea of America, in sama•day funds, without set-off or daducNon or counterclaim, and will otherwise perform Borrower's obligations under the Note and Reletod Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "indebtadnoas" as used in this Guaranty moans all of the principal amount outstanding from lima to time and at any one or more tknes, accrued unpaid interest thereon and all collection coats and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabiiitiee and obligations of every nature or farm, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or wilt owe Lander. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, Isase obligations, liabilities end obligstiona under any interest rata 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 earrowar, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obNgationa whether: voluntarily or involuntarily incurred; due or to become due by their terms or eccelaration; absolute or contingent; Nquidatad or unliquidatad; determined or undetermined; diroct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or severe! 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 trensactiona 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 addtional guaranties from Guarantor, Lender's rights under alt guaranties shall be cumulative. This Guaranty shall not (unless speciftcaily provided below to the contrary) effect or invalidate any ouch other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminetad guaranties. CONTINUING QUARANTY. THIS 15 A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND 5ATI5FACTION 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 ANI) 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 affect when received by Lander 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 shalt have bean 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 addrasg Ilstgd above or such other place ea Lender may designate in writing. Written revocation of this Guaranty wilt apply only to new Indebtedness crested after actual receipt by Lender of Guarantor's written revocation. For thte purpose and without lim)tation, the term "new Indebtedness" dose not include the Indsbtednesa which et the time of notice of revocation is contingent, unliquideted, undetarmined or not due and which later becomes absolute, liquidated, determined or due. For this purpose end without Nmitstion, "new Indebtedness" does not include alt or part of the indebtsdneae that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; ariy renewals, extensions, aubatitutions, end modifications of the Indebtadnesa, 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 adminiatretor or tither legal repreaentat(ve may terminate this Guaranty in the same manner in which Guarantor might have terminated it end with the same effect. Release of any other guarantor or termination of any other guaranty of the indabtadnass shall not effect the liability of Guarantor under this Gueronty A revocation Lender receives from any one or more Guerantore shall not affect the ItabiNty of any remaining Guarantors under this Guaranty. It is antlcipated that fluotuatlons may occur in the aggregate amount of the Indebtedness severed by this guaranty, and Guarantor specifk:ally acknowladgss end egress th14t reductions in the amount of the Indebtedness, even to zero doNsrs Ii0.001, shall not constitute a termination of this Guaranty. This Guaranty b bMding upon Guarantor and Ouanrntor's hake, successors and assigns so bng as any of the tndsbtodnsaa remains wtpatd and even though the lndabtednsss may from time to time be zero dolktrs {50.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes lender, either before or after any revocation hereof, without notice or demand and without lessening Quarantor's Nabillty under this Guaranty, from time to time: IAl prior to revocation es 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; (8) 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 rho Indabtadnoss, including increeaos and decreases of the rate of interest on the Indobtedneae; extensions may be repeated end may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indobtedneae, and exchange, enforce, waive, subordinate, fait or decide not to perfect, end release any such sacurtty, 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 tarrna or in any manner Lender may choose; IE) to determine how, when and what application of payments and credits shell be made on the Indebtedness; fF) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudfolel sale permitted by the temna of the controiifng security agreement or dead of trust, es Lender in its discretion may determine; IGI to sell, transfer, assign or grant particlpetiona in ell or any part of the indebtadneaa; and (H) to assign or transfer this COMMERCIAL GUARANTY Loan No: 1500189950 (Confinued) Page 2 Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for raimburaement, including without limitation, any loss of rights guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C1 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; (0) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any coliaterel for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, theta is outstanding Indebtedness which is not barred by any applicabM statute of Iimitetiona; or (F) any defenses given to guarantors at law or in equity other then 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 tMreafter Lender is forced to remit the amount of that payment to Borrower's trustee in b~kruptcy or to any similar parson 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, racoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'8 UNDER8TANbING WiTW RESPECT TO WANERS. 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 pubic policy or law. if any such waiver ie 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, SU80RDMIATiON OF 80RROWER'8 DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness, whether now existing or hereahor created, shall be superior to any claim Mat 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, ar 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 Lander 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 affacdvo only for the purpose of assuring to Lender full payment In legal tender of the indebtedness. If Lender ao roquests, any notes or ;credit agvesments now or hereafter evidencing any debq or obligations of Borrower to Guarantor shall be marked with a legend that 'the same'are subject to this Guaranty and shall bs delivered to Lender. Guarantor agrees, and Lander la hereby authorized, in the Hama of Guarantor, from time to limo to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems noceasary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISlON8. 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 parry or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fses; Expenses. Guarantor egress to pay upon demand ell of Lender's costs and expenses, including Lender's attorneys' fees and tender's Isgal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce thin Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costa end expenses include Lender's attorneys' tees and Iegsl expanses whether or not thoro is s lawsuit, including attorneys' fees and legal expanses for bankruptcy services;n Guiarantornalso shall pay all ourt coats and such additional foea~esumey bey directed by the court icipated post-judgment collection Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to bo used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applioabla to Lender and, to the extent not preempted by federal law, the laws of the without regard to Its conflicts of law provlsbns. Chobe of Vsnus. If there is a lawsuit, Guarantor agrees upon tender's request to submit to the Jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. integratbn. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opponunlty to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reilocta Guarantor's intentions and perol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lsndar harmless from ell losses, claims, damages, end coats (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, repreaentationa and agroamsnta of this paragraph. Interpretation. In all cases where there is more than one eorroyver or Guarantor, then ell words used in this Guaranty In the singular shell be deemed to have been used in the plural where the context end construction eo require; end where there fa more than one Borrower named In this Guaranty or .when this Guaranty is executed by more .than one Guarantor, the words "Borrower" and "Guarantor" respecdvoly shall mean ell and any one or more of them.. The words "Guarantor," "Borrower," end "Lander" include the heirs, successors, assigns, end tranaferoea of each of them. Ii a court finds that any provision of this Guaranty is not valid or should .not ba enforced, that fact by itself will not mean that the real 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 corporatlona, psrtnorships, limited liability companies, or similar entities, it is not noceasary 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 indabtettnesa made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Any notice required to be given under this Guaranty shell be given in writing, and shall be effective when actually delivered, when actually received by talefscsimile (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 addressee shown near the beginning of this Guaranty. Any party may change its address for notices under tills 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 ad times of Guarantor`s current address. Unless otherwise provided by applicable law, if there is more then one Guarantor, any notice given by l,sndar to any Guarantor is deemed to be notice given to all Guarantors. No Wahrsr by Lender. Lender shah not be deemed to have waived any rights under this Guaranty unless such waiver Is given in writing and signed by Lender, f+lo delay or omission on the pert 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 shell not prejudice or constitute a waiver of Lender's right otherwise to demand ' COMMERCIAL GUARANTY Loan No: 1500188880 {Continued) Paga 3 MISCELLANEOUS PADVISIONS. The following miscellaneous provisions are b part of this Guaranty: Amendmanta. TMs Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in tMa Guaranty. No aReretion of or amendment to this Guaranty shall be effective unless given In writing end signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor egraes to pay upon {iemand ell of Lender's costa end expenses, including Lender's reasonable attorneys' teas and Landar's legal expenses, Incurred. in connection with the enforcement of this Guaranty. Lender may hUe or pay someone else to help enforce this Guaranty, and Guarantor. shell pay the, coats and expenses of such enforcement. Costs end expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings llncluding efforts to modify or vacate any automatic stay or Injunctioni, appeals, and any anticipated poet-Judgment collection services. Guarantor also shell pay all court costs and such additional fees as may be directed by the court. , Captbn Hesdings. Caption headings in thts Guaranty are for convenience purposes only and ate not to be used to interpret or define the provlaiona of this Guaranty. Governing Law. This Qusrartty will be governed by federal Iew spplbabHt to Lender and, to the extent not preempted by federal law, the Isws of the Commonweahh of Aennsylvania wigtout regard to its aonfllcta of Iew provbions, Choice of Venue. It theta is a lawsuit, Guarantor agrees upon Lender's request to submh tiu the Jurisdiction of the courts of Cumberland County, Commonwealth of Pannaylvanfa. integretkxn. Guarantor furthe- agrees that Guarantor ties road and fully underatends 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 end parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies end holds Lender harmless from all losses, claims, damages, end coats lincluding Lender's attorneys' fees! suffered or incurred by Lander as a result of any breech by Guarantor of the warrantiae, representations and agreomenta of this paragraph. Intetpntatlon, In all cases wham 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; end where there is more than one Borrower named in this Guaranty or when this Guaranty is exacutsd by more than one Guarantor, the words "Borrower" end "Guarantor" respscNvaJy shell moan ei! and any one or more of them. The words "Guarantor," "Borrower," and "Lander" include the heirs, successors, assigns, end 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 cost of this Guaranty will not be valid or enforced. Therefore, a court will enforce the real of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any ono 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 offlcera; 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 ridtipa ;required to be given under this Guaranty shell be given in writing, and, except for revocation notices by Guarantor, shall ba effective ,when actually delivered, when actually received by telefacalmlle lunlesa otherwise required by law-, when deposited with a nationally rdcophized overnight courier, or, if mailed, when deposited In the Untied States moil, es firot class, certified or registered mail postage prepaid, directed to the addresses shown near the beginnk~g of this Guaranty. All revocation notices by Guarantor shall ba in writing end shall ba effective upon delivery to Louder es provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may chenga 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 Iew, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to ail Guarantors. No Waiver by Lsndsr. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing end signed by Lender. No delay or omission on the part of Lender in exercising any right shell operate ea a waiver of such right or any other right. A waiver by Lender of s provlafon of this Guaranty shall not prejudice or constitute a waiver of Lander'a right otherwise to darnsnd strict compliance with that proviafon or any other provision of this Guaranty, No prior waiver by Lender, nor any course of deaNng between Lender and Guarantor, shall constitute a waiver of arty of Lender's rights or of any of Guarantor's obligadona as to any future transactions. Whenever the consent of Lander is required under this Guaranty, the granting of such consent by Lender in any instance shall not conaUtuto continuing consent to subsequent instances where such consent is required and in ell 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 rep-eaontetives, successors, and assigns, and shall be enforceable by Lander and its successors end assigns. Walvs Jury. Lender end Querantor hereby waive the tight to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Querantor against the other. DEFINiT10NS. The following capitaNzed words and terms shall have the following meanings when used in this Guaranty. Unless speciflcaily stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United Staten 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 204 Verbeke Lodging, LLC and includes all co-signers and co-makers signing the Note and ail their successors and aealgns. GAAP. The word "GAAP" means generally accepted accounting principles. Querantor. The word "Guarantor" means everyone signing this. Guaranty, including without limitation GIOVANNI BARONS, and in each case, any signer's successors and assigns, Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Integrity Benk, 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, conaolidatfons of and substitutions for promissory notes or credit agreements. COMMERCIAL GUARANTY loan No: 1500189950 (Continued) page . Related Documents. The words "Related Documents" mean oll promissory notes, credit agreements, Loan agreements, environmental agresmenta, guaranties, security egreemente, mortgages, deeds of trust, sacur'nY deeds, collateral mortgages, and aN othsr inatrumenta, agreements and documents, whether now or haroafter exist(ng, 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 TH13 GUARANTY ANO 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 (1096) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (0600) 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, HUT 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 70 A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JVOGMENT P~tOVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HA3 BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVINQ RFJ1D ALL 1TiE PROVISIONS OF THIS GUARANTY AND AGREES TO RS TERMS, RV ADDITION, EACH GUARANTOR UNDERSTANDS THAT TH18 GUARANTY M EFFECTIVE UPON GUARANTOR'S EXECVTION AND DELIVERY OF THIS GUARANTY TO UNDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMMIATED N THE MANNER SET FORTH IN THE SECTION TITLED 'DURATK)IY OF GUARANTY". Nq FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 27, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND R IS ENTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X ISeal) . goad, ack~owia~dged and dai3vsrad in the prasencs of: ,wnn .nv ~.nvM~. Yu. ~.aa w.mt cos. "Mw1 nnw.w iWN.v, In., qr7. t0o7, .u wMy ~, - rA K+uCR11rLRta rC TII.1m EXHIBIT H DISCLOS~r~E FOR CONFESSION OF J~ . ~3MENT References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: 204 Verheke Lodging, LLC (TIN: 28.1131209! 603 Wilkse Drive Middletown, PA 17057-2890 Declarant: 204 Verbeka Restaurant, LLC (TIN: 26-0725387} 803 Wipces Drive Middletown, PA 17057-2990 Lender: Integrity Bank Camp Hill Office 3345 Market Street Camp Hill, PA 17011 (7171 920.4900 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS l~~'t DAY OF ue7i 20~ , A GUARANTY FOR AN UNLIMITED 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 RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND TH£ UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTANS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECL081NG UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JVDGMENT. 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. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPAESENTS THAT: IN A •S 1. DECLARANT WAS REPRESENTED 8Y 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 70 DECLARANT'S ATTENTION. DISCL~..URE FOR CONFESSION OF JUDO .LENT Loan No: 16001$$860 (Continued) Pags 2 THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS SITENDED 'THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFf~CT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: 204 VERBEKE By: ~-r-~- ~` n... / , ~~~/" Signed, aaknowiedged snd dellvend ire the JiOaRtof: IwrYM. Yw. 4N.10.W1 CMr. IIO~Id~ MuNM Ubtl~w. YN. IN7r 10/7, M OYOp ONrwY~ • -A r.'~ .. '. ii". _ .. %r. 1:. ExxIBrT DISCLC !RE FOR CONFESSION OF J' ~GMENT :Plri~t~i~y t::E~;ii'ii~ii a::34t4~~E+ . Y~...... : : ~ 3 :r : talr ~ :::...i:;i;yy 1~ ~ :iir' ,i;. t:: ..4~iP .il~ : ir••n:p : ": ' ~y~ ~~,{t ,. ,,, ,.:.:.. ai:i.: ....::. I = :ia'/6/li .'q (. ::.rn.::.; li lir. i:! ii: ~i { I i ' it ! • ~ ,.: i. ' a::,i ' ' ' ; : : ...... p : ''' `I~;;: la ' ~ ~Q~~ i~' .' ~ i t ! t . ! ..... ~~y r :~~yi y " :, f . it •~ h~ ''~ q ~ ~~° y;la•„ : : T nr:t r ! r :mr.i'r:µr.i.f.rrr :.::nr.:q : : it i'i:i'L::. r .........:. . '''i iiii°iliiiiiir<;,F;i;iii. .. ...; ['f°I°. y,~i : iliril : Il:ar : h : ` ~ ;tai 'ii 19' in ! a a ` L .:....... r :: i i ° .. ! .: ..:.: ii . . •; +. .. :i: . 7 r, ::... ~ .. , ..:' ... ......... , . t : 's: .+ 7ew w R .. : .: :.:.:. ;• : : . t : : •: •rr,;,•i:::,! ,.:...:.: :. ..i... .. . t . i . .:.: i:.:. .. ..s. :::ri:i:~~ ::,. References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "~**" has been omitted due to text length limitations. Borrower: 204 Vsrbeke Lodging, LLC (TIN: 26-1131209} 603 Wilkes Drive Middletown, PA 170b7-2990 Lender: Integrity sank Camp Hill Office 3345 Msrket Street Camp Hilt, PA 17011 (717) 920-4800 Declarant: sROTHERS PIZZA NVC (TIN: 20-1137313} 1$09 STATE ROAD SUITE 101 DUNCANNON, PA 17020-9538 DISCLOSURE FOR CONFESSION OF JUDGMENT • THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS Z~~/ DAY OF ~ ~ ~ 20~, , A GUARANTY FOR AN UNLIMfTED 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, LS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT 70 ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION Mf THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAfN WITHOUT ERHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWI5E 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. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WA5 REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE ARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO DECLARANT'S ATTENTION. DISC 6URE FOR CONFESSION OF JUf VIENT Loan No: 1500188860 {C011tinued) Pape 2 THIS DISCL08URE 18 QIVEN UNDER SEAL AND R tS INTENDED THAT THIS DI8CLO8URE IS AND 8HALL CON8TITUTE AND HAVE THE EFFECT OF A BEALED INSTRUMENT ACCORDINQ TO LAW. DECLARANT: BROTHERS PIZZA INC By: eal? C ._ oott as t8ed1 .rt ee EXHIBIT J DISCLO~•..!r~E FOR CONFESSION OF Jt- >;MENT i~1y• ii!up,li.:•: i A.~. ~~!!yy ••~i' i iiiii Yy. ' vi:;!. .: ;{i!it;!i !I' i!!f!!!: :!•I::.• : : • :,+-+ :;: .,Rpl.. • ~ 'M91,!IY.• ~ 11 !.. .:.:... .•:il i •i~ i !ii •I•..:: .ii`I•I ..!,~. .:.! +, ••i{ • .:Y: •G~ :!:i:: ° +..4~i7t k! ~i!i'•:+:.... ,:y,~y~ .E... . t. .t .. ~j• !i~i!iill:::.: W N7: ~a•::;+i'iiiiiii!i"..:.+ a :: ..~kl ( ..~~ + ':+'lii'M1f41:!<: y'{ l.. '!`I°! 1.:, :;:r•;:,:. , n+ H •:hl:::~:r.:.,.1 :.. ,nn.i i`i'i : +:: +: n•.•.•,i. ~~,.,,,., . ;~... iig: iiji !. !.. E~ .+.3.IEii~!+.:.:,+•: ++.+. n;•: m .'r(: :+: I :.: .!:.'A.4 .... !!::!:::!::I i ' ~:.:. 4 ~+ •- ,y, ':i;F:!! '+! 1. i.l tl.: !,y, Ii.;:H1?::;.!,}Ili ii~iii!,:,i:,++ ,.nl, nn-r c :-:::: n: 4 •:!~ .• }.~~a:•'•: ~~~{ III liii liii ' [' /~ ~ u;:l.+,.:+:.. ,.Il...i i`3,nS i!!ili ,. :.+I:~,! ::+:.I~ll; r,+;++.:.+. :+ g~yyyjjyy~~ y~ y~j(}y: ff y~: •+!}i`ali iiai H:.n: S i 1•,i:i~I~' y•}: : ;.•.i.!.+,,,.,;,. . 1 . !!~~:Ff1!WI!i~4,1! r: R4Ei:•f'~ • iil I .' N y `7•' liii!.' ' ::.. 13 hil i'•!i+' i !I +:: + . }F•!!:!iSIE!: • : iili:: hfil: k ' .... ..~.. +'!... ~~..~~:.~?t!;~I, k :::~!.~..: .,W,.•jli~. ~}3!,,:: pj!I! ;IIIIii!,::~:: i4,i7!!,!~;:}• +!}III I:. I N;•;,•:; 41, 1 . #:lt~l;....:. ..~iailji~i:: ~i!liii~! :~r ... ! . . , i f.`!;i!i!!!i lL:.:..I:.!:+iiiii!!:i: li!!i,!i!f;:!: e: i+i:! is{!r.:i4 :11, Ei~::i:i 1:! References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "•*•" has been omitted due to te7Ct length limitations. tsorrower: 204 Verbeke Lodging, LLC (71N: 26-1131209) Lender: Integrity Bank 603 WNkea Dive Csmq Hill OfRce Middletown, PA 17057-2990 3345 Market Street Camp Hill, PA 17011 (717) 820-4900 Declarant: Scott Thomas (SSN: 211-54-0394) 145 South 30th Street Camp Hill, PA 17011 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THI5 ~ pAY OF / ~2/t , 20 U ~ A GUARANTY FOR AN UNLIMITED AMOUNT ~~~ A, I UNDERSTAND THAT THE GUARANTY CONTAINS /Z CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND i EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR tN THE CONFESSION OF JUDGMENT PROVISION, B. 1 FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAUYST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFE5SION OF JUDGMENT. PROVISION ~N THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN' WffHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY ENITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL tN CONNECTION WITH THE GUARANTY. ~~ 2. A REPRESENTATIVE OF LENDER SPECIflCALLY CALLED THE CONFESSION OF JUDGMENT PROVI510N IN THE GUARANTY TO MY ATTENTION. '~ D, 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS 810,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT; ANO THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND R IS INTENDED THAT THIS DLSCLOSURE IS ANp SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, DECLARANT: Scott homes (Seal) Signed, acknowledged and delivered in the presence of: X Witness X Witness LASER ~np y„t,n~, Vw. 7.77.10.001 CtP• M"I,M ,In,:,pM 7NtY,n,. Int. IM7, iC07. N N7~M IbM"tN. • IA 7+1LlNOM01CMlhID70.FC T7.177) ~It /7 EXHIBIT K DISCLOS~rtE FOR CONFESSION OF Jl, ~MENT ~•+~:',+:,p,~:.;.: E:::al~sli,: i•i•i•i t3 ;it`?sa:: References in the boxes above are for Lender's uae only and do not Ilmit the applicability at this document to any particular loan or item. Any item above containing "*•"" has been omitted due to text length limitations. Borrower: 204 Vsrbeke Lodging, LLC (TIN: 26-1131209} Lsnder: Integrity Bank 603 Wilkes Drivs Camp HHI Office Middletown, PA 17067-2890 3345 Market Street Camp Hill, PA 17011 1717) 920-4900 D@C18rent: Harbert D. Thomas ISSN: 169.32-3479) 1007 Chlppenham Road Mechanicsburg, PA 17ob0 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THI5 ~~l DAY OF St"' ~ , 20~, A GUARANTY FOR AN UNLIMITED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER 70 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 WANING 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 JUpGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTANYS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT, IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, 1 REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. .~ 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY 70 MY ATTENTION. ' D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS S 10,000; THAT THE BLANKS IN THI5 DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT 1 RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THI5 DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X (Seal) ert D. Th r Signed, acknowledged and delivered in the presence of: X / _,_-~ X rK0 ~.,~OMO. vu. r.7l.IO.ODI Crp. Nm"tl w,w.,lr NWr~,. M. IN1, 5001. 00,ur,.p Mnr.,O. . r~ KM[N01N01CMLrl Iwarc rK•/1n rK•Ir EXHIBIT L: DISCLOS.. riE FOR CONFESSION OF JU. .iMENT I References in the boxes above are for Lander'a use only end do not limit the applicability of this document to any particular loan or item. I Any item above containing "***" has bean omitted due to text length limitations. 1 Borrower: 204 Verbeke Lodging, LLC (TIN: 28-1131209) 603 Wfikes Drive Middletown, PA 17057-2990 Lender: Integrity Bank Camp Hill Office 3345 Ma-ket Street Camp Hill, PA 17011 (717) 92011900 Declarant: GIOVANNI BARONE (5SN: 159-72.4319) 603 WILKES DRIVE MIDDLETOWN, PA 17057-2990 DISCLOSURE FOR CONFESSION OF JUDGMENT 1 AM EXECUTING, THIS~L~~ DAY OF ~ ~ ~ ,,,,L ,~, 207 , A GUARANTY FOR AN UNLIMITED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAI S A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT AOVANCE NOTICE Tp 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 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. 1 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, 1 AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, ANb I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING 8TATEMENTS 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 1N THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FlLLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TfME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTRUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: A BARO (Seal! ~----- igned, ackno ed a delivered in the presence of: X W' ss _ s lkiCll ENO NnAy. V„ 9.79.10.00/ Cs7,. NwNN /4,MN MYWn,, ti7. IN7, 70W. M N9kb 9+Ww0. • /A k:4iN0"101CI~\LMAD.70./C 7141777 VR.19 EXHIBIT M a~~ PROMISSORY iVOTE ~j y a "l~~ltttl!1 1~.. ~ y. .:+~ORft .~ ?:! ''s'lfih it: •: rEafllhl:°li;i;i°ii ;: i.:'IG~i'fi~~(1•...,.• : ~ .,.,i~~Elt ..~ ° iiiii ?pa ~i..i::: •M,f! !fi! .a : •'I l ' (y~t,~+Qi'i>li$1fli:::::.a::; ? :~:::;.. : i i ' l • ~. : • = ': .ii~ 'I '~y :. .rL.~.lK1~$: _:: , ! ~ i ~ • . . nr,u•, •,n ,.,.:.{: ,.+ ,n;.. y„n run, :.. :n n:k;,. p~~y i'~r~ .yiti:: ia~•: ..:. , .. ... i ~~ i ~' ° ~~ ' ' i ,: .,_y :, ;e;,p:p: r: li; {,gp ;:{:o. r• r :Jpnn r r, i . , ;r,:;:~ ....:. : { ......1 i ... • , n: h r,•, •.: i : :Ia.~ r r• ...i • , :! .i e.: :.: r,a..:.,:. :i: •: ::: :.ii {iii{o°!:: o-!: : r + " : i :ii . ` .V',7iW ..RJR. . ' i i'i , ::.. r .....4 . .... ......i:i :::::;.:::.: is i:E.......: ...: ~. i t ...... ... .. rt : :::.:.:. .. . .. References in the boxes above are for Lender's use only and dv not limit the applicability of this document to any particular loan or item. Any item above containing ""•"" has been omitted due to text length Iimitatons. BOrrOwer: 204 Verbeke Lodging, LLC (T1N: 28-1131208) Lender: Integrity Bank 803 Wilkes Drive Camp Hfll Office Middletown, PA 17067-2590 334b Market Street Camp H}N, PA 17011 (717) 920.4800 Principal Amount: 570,000.00 Interest Rate: 8.250% Date of Nate: September 27, 2007 PROMISE TO PAY. 204 Vsrbeke Lodging, LLC ("Borrower"} promises to pay to Integrity Bank ("Lender"}, or order, In lawful money of the United States of America, the principal amount of Seventy Thousand & 00/100 Dollars ($70,000.00), together with interest at the rate of 8.260% per annum on the unpaid principal balance from September 27, 2007, until paid in full. Tho interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in 60 payments of $1,434.62 each payment. Borrower's first payment b due November 5, 2007, and aN subsequent payments are due on the same day of each month after that. Borrower's ffnal payment wEl be due on October 6, 2012, and will ba for all prhncipal and ail accrued interest not yet paid. Payments include principal and interest. Unlssa otherwise agreed or required by appgcable law, payments will be applied ffrst to any accrued unpaid interest; then to princ~al; thin to any unpaid coNeetfon costs; and thou to any late charges. The annual interest rate for fhb Note b computed one 366/380 heels; that is, by applying the ratb of the annual interest rata over a year of 380 days, muRlplbd by the outstanding prinaipal balance, multiplied by the actual number of days the prMclpal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at suvh other pleas as Lender may designate in writing. PREPAYMENT PENALTY. Borrower agrees that ail loan fees and other prepaid finance charges are earned tally as of the data of the loan and will not be subject to refund upon early payment {whether voluntary or as a result of defauitl, except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the followng Prepayment penalty: Borrower agrees that ap low fees and other prepaid finance charges are earned fully as of the date of ttre loan and will not ba subject to refund upon early payment (whether voluntary or as a result of detauftl, exoopt as othawlae squired by law. Upon prepayment of this Note, Lender b entitled to the following prepayment premium: Prepayment of any amount of the principal sum shall be subject to a penalty charge of 5% during the first year of amortisatbn and declining 1 % per year thereafter to par (based on prepayment through external financing-prepayment, although internally generated funds h permitted without a premium}, . Except for the foregoing, Borrower may pay aq or a portion of the amount owed earner than it b due. Early payments will not, unless agreed to by Lander in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedub. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to sand Lender payments marked "paid in full", "without recourse", yr similar language. If Borrower sends such s 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 concernJng 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 limltetiona or as full satisfaction of a disputed amount must be mailed or delivered to: integrity Bank, 3314 Market Street Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 6.000% 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 shell be increased by b.000 percentage points. If judgment is entsrad 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 rata exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of defauh ("Event of Default") under this Nota: Payment Default. Borrower tails 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 Mote or in any of the related documents or to comply with or to perform any farm, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Partlsa. 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 parson that may materiapy affect any of Borrower's property or Borrower's ability to repay this Nota or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in'any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Msolvency. 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 es 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 asafgnment 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 Forteiture 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 coilaterol securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lander. However, this Event of Default shell not apply if theta 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 e 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 IiabUity under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, ai its option, may, but shell not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to lender, end, fn doing so, cure any Event of Default, PROMISSORY NOTE Loan No: 1500190033 {Continued) Page 2 Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1} curse the default within ten 170! days; or 12) if the cure requires more than tan 110) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter Continues and completes ell reasonably and necessary stops sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, ~aftar 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 Burrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to t-elp 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 reasonably attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reeaonabta attorneys' fees, expanses 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 in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note wiN be governed by federal taw appNcable 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 bosh accepted by Lendw in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of 529.00 it Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. 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 taw, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by Assignment of Liquor Ltcense, 1st lien security lntereat on all business assets . CALL OPTION. The Bank shall have a call option which may be exercised to be effective on each fifth anniversary of the date of closing, subject to ninety (90) days advance written notice to Borrower advising the Bank's election to call the obligation due. PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WHETHER IT BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OK BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS. CROSS COLLATERALIZEDlCROSS DEFAULT. This loan elCO secures payment and performance of ell other loans to Borrower or any guarantor. The word "Guarantor" means any guarantor, surety or accomondation party of any or alt of the Loan. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shell inure to the benefit of Lender end its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not effect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower end any other parson who signs, guarantaos or endorses this Note, to the extant allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon arty 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 Lander may renew or extend Irepeatedly and for any length of tlma) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or pertect Lender's security lntereat in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. AN 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 EMPQWERS 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 N07E, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (1096) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED fNTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS' NOTE TO 'CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE' FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER"S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PROMISSORY NOTE Loan No: 1 500 1 90033 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF TkIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL ANO IT 15 INTENDED THAT THIS NOTE IS ANO SHAH CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: 204 VERBEKE , LLC B 1Seal) By: (Beall ~-R Scott 1 homes ~`r'""{-J~' !Seal} o srt omas Signed, acknowledged and delivered fn the presence of: X Witness X Witness LENDER: INTEGRITY BANK reoi.,n...w,...u.,aw+ Cer XopMNn.nWliM.,Y.n.hw.IM).70m. tiM.ntn,w.vw. .M .:ue~eriuniwarc n~irn r~•i~ EXHIBIT N .UStNESS LOAN AGREEME!' )r~1i4~ B~: ' L~61h ;~6~ .:$:: ..~ .~.. Aria.. ~. . ~ D F: ~a..: ~~~~~° . `lDBt1i':~1Qi i:i;: :1r ::::,:,::,,:;l;i :~~.~ ',..,: stir?• ....; ~ iiiil==.)!iCil9li :.., ., is `. `.'laoiiiftllt?i'. . y~` ?°: References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing """"" has been omitted due to text length limitations. Borrower: 204 Varbeke Lodging, LLC (TIN; 26-1131209) Lender: Integrity Bank 603 Wilkes Drive Camp HiN Office Middletown, PA 17057-2990 3346 Market Street Camp HIII, PA 17011 (717} 820-4900 THIS BUSINESS LOAN AGREEMENT dated September 27, 2007, la made-and executed between 204 Vsrbeke Lodging, LLC ("Borrower"} and Integrity Bank !"Lender") on the tollowinp terms and conditions. Borrower has received prior commercial loans from Lender or has app0ed to Lender for a commercial loan or leans or other financial accommodations, including those which may bs described on any exhlbk or schedule attached to this Agreement ("Loan"1. Borrower understands and agrees that: (A) in granting, renewing, or extending any loan, Lander is relying upon Borrower's representations, warranties, end agreements as set forth in this Agreement; (81 the granting, renewing, or extending of any loan by Lender at all dmea ahaN be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain aubjvct to the terms and conditions of this Agreement. TERM. This Agreement shall be affective as of September 27, 2007, and shall continue in full farce and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expanses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement, CONDfTIONS PflECEOENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lander the following documents for the Loan: (1) the Note; 12) Security Agreements granting to Lender security interests in the Collateral; (3} financing statements and all other documents partecting Lender's Security Interests; (4) evidence of insurance as required below; (5l guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in farm and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form end substance satlafactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note end the Related Documents. In addition, Borrower shalt have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Faes and Expenses. Borrower shall have paid to Lender all fees, Charges, and other expenses whicfi are then due and payable es specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the lima of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, es of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedneaa exists; Organization. Borrower is a limited (lability company which is, and at all times shall ba, duty organized, validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Pennsylvania. Borrower is duly authorized to transact business in a!I other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Speciflcatly, Borrower is, and at all times shall be, duly qualified as a foreign limited (lability company in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition, Borrower has the full power and authority to own its properties end to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 603 Wilkes Drive, MkJdletown, PA 17057.2980. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do alt things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or recorded ell documents or filings required by law relating to ail assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of ell assumed business names under which Borrower does business; Nona. Authorization. Borrower's execution, delivery, and performance of this Agreement and ell the Related Documents have been duly authorized by alt necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under {1) any provision of (a) Borrower's articles of organization or membership agreements, or (b) any agreement or other instrument binding upon Borrower or f2) any law, governmental regulation, court decree, or order applicable to BorTOwer or to Borrower's properties. Flnanciai Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition es of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the moat recent financial statement supplied to Lender. Borrower has no materie) contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Boirower enforceable against Borrower in accordance with their respective terms. Properties. Except es contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such•lroperties. Alt of Borrower's properties are titled in Borrower's legal Hems, and Borrower has not used or filed a financing statement under any other name for at least the fast five (b) years. BUSINESS LOAN AGI;EEiVIEIV7 Loan iVo; 1500190033 (Continued) Page 2 Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: 111 During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any parson on, under, about or from any of the Collateral. 121 Borrower has no knowledge of, or reason to believe that there has been lal any breach or vlolatlon of any Environmental Lawa; Ib) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. 131 Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Landar's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Bonowar or to any other person. Tha representations end warranties contained herein are based on Borrower's duo diligence in investigating the Collateral for hazardous waste end Hazardous Substances. Borrower hereby 111 releases and waives any future claims against Lander for indemnity or contribution in the event Borrower becomes liable for cleanup or other costa under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, Ifabiiities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste . or substance on the Collateral. The provisions of this section of fire Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litlgatlon and Clalma. No litigation, claim, investigation, administrative proceeding or similar action {including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the beat of Borrower's knowledge, all of Borrower's tax returns and reports that ere or were required to be filed, have bean filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Nota, all Security Agreements lif any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Bonowar will: Notices of Claims and Litlgatlon. Promptly inform Lender in writing of 11) all malarial adverse changes in Borrower's financial condition, and 12) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, appllad on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times, Financial Statements. Furnish Lender with the following: Annual Statements. As soon es available, but in no event later than one-hundred-twenty 1120} days after the end of each fiscal year, Borrower's balance sheet end income statement for the year ended, prepared by eorrowar. Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended,. Federal and other governmental tax returns, prepared by Borrower. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. Additional Information. Furnish such additional information end statements, as Lender may request from time to time. Financial Covenants and Ratios. Comply with the following covenants and ratios: Except as provided above, a!I computations made to determine compliance with the requirements contained in this paragraph shalt be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct. Insurance. Maintain lire and other risk insurance, public liability insurance, end such other insurance as Lender may require whh respect to Borrower's properties and operations, in form, amounts, coverages and with ineurance companies acceptable to Lender. Borrower, upon request of lender, will deliver to Lander from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least thirty 1301 days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will rtot be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Bonowar will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (7) the Hama of the insurer; 121 the risks inaurad; (3) the amount of the policy; {4) the properties insured; (5) the than current property values on the basis of which insurance has been obtained, and the manner of determining those values; and 161 the expiration date of the policy. In addition, upon request of Lender (however not more often than annuellyl, Borrower will have an independent. appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral, The cost of such appraisal shell be paid by Borrower. Other Agreements. Comply with ell terms end conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default In connection with any other such agreements. BUSINESS LOAN AGREEMENT Loan No: 1500190033 (Continued) Page 3 Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. Taxes, Charges and Lions. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, texas, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower end Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience es the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, semplinge and feelings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower, CompFanco with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of ell governmental authorities applicable to the conduct of .Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without. limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collatacel are not jeopardized. Lender may require Borrower tc post adequate security or a surety bond, reasonably satisfactory to Lander, to protect Lender's interest. Inspection. Hermit employees or agents of Lender at any reasonable time to inspect any and ail Collateral for the Loan or Loans and Borrower's other properties end to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter rnaintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify ouch party to permit Lender free access to such records at all reasonable limos and to provide Lender with copies of any records it may request, al! at Borrower's expense. Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement ere true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Raparta. Borrower shall comply in all respects with any and a!I Environmental Laws; not cause or permit to exist, os a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned andlor occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and. in compliance with the conditions of a permit issued by the appropriate federal, stela or local governmental authorities; shall furnish to Lender promptly and in any event within thirty {301 days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment andlor other natural resources. Additional Asaurancea. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments. financing statements, instruments, documents end other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all 5acurity Interests. RECOVERY OF ADDITIONAL COSTS. If tFle imposition of or any change in any law, rule, regulation or guideline, or the interpretation or application of any thereof by any court or administrative ar governmental authority {including any request or policy not having the force of law} shall impose, modify or make applicable any taxes (except federal, state or local income or franchise taxes imposed on Lander), reserve requirements, capital adequacy requirements or other obligations which would {A) increase the cost to lender for extending or maintaining the credit facilities to which this Agreement relates, {g} reduce the amount; payable to Lender under this Agreement or the Reletad Documents, or (C} reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lander such additional amounts as will compensate Lender therefor, within five 161 days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of such imposition or charge and e calculation in reasonable detail of the additional amounts payable by Borrower, which explanation end calculations shall be conclusive in the absence of manifest error. LENDER'S EXPENDITURES. N any action or proceeding' is commenced that would mate-ially effect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amovnta Borrower is required to discharge or pay under this Agreement or any Reieted Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender dooms appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) ba payable on demand; (Bi be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (11 the term of any applicable insurance policy; or (21 the remaining term of the Note; or IC} be treated as a balloon payment which will be duo and payeb{e et the Note's maturity, NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Irtdebtadnasa and Lions. (11 Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, Issas, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liensl, or {3) sell with recourse any of Borrower's accounts, except to Lender. Contirwlty of Operations. (11 Engage in any business activities substantially different than those in which Borrower is presently engaged, 12) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change ks name, dissolve or transfer or sail BUSINESS LOAN AGREE3VIEN'~ Loan No: 1500190033 (Continued) Page 4 Collateral out of the ordinary course of business, or (3} make any distribution with respect to any capital account, whether by reduction of Capital or otherwise. Loans, Acquisitions and Guaranties. t1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other then in the ordinary course of business. Agreements. Borrower will not enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loen Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (CI there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or 1D1 any Guarantor seeks, claims or otherwise attempts to Ilmit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or {E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lander (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. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement 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 or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or fumished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false ar 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, Defecdve Collatera0zation. This Agreement or any of the Related Documents ceases to ba in full force and affect (including failure of any collateral document to create a valid and perfected security interest or lien) at any t)me and for any reason. 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 it 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 drscretion, as being en 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 lndebtednesa or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or iiabillty under, any Guaranty of the Indebtedness. 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 performance of the Loan is impaired, Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default, other than a default on Indebtedness, is curable end if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after receiving written notice from Lander demanding cure of $uch default: (11 cure the default within ten 110) days; or f2) if the cure requires more than ten 110) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or .the Related Documents or any other agreement immediately will terminate (including sny obligation to make further Loan Advances or diabursaments), and, at Lender's option, ell Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the ceae of en Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional, In addition, Lender shall have all the rights and remedies provided in the Related Dvcumarits or available at law; in equity, or otherlnrise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shell be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not effect Lender's right to declare a default and to exercise its rights and remedies. CALL OPTION. The Bank shell have a call option which may be exercised to be effective on each fifth anniversary of the date of closing, subject to ninety (90} days advance written notice to Borrower advising the Bank's election to call the obligation due. BUSINESS LQAN AGREEMENT Loan No: 1500190033 (COnfinued) Page 5 PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIF)ES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WHETHER IT BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS. CROSS COLLATERALIZEDlCROSS DEFAULT. This loan also secures payment and performance of all other loans to Borrower or any guarantor. The word "Guarantor" means any guarantor, surety or accomondation party of any or all of the Loan. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing end signed by the party or parties sought to be Charged or bound by the alteration or amendment. Attorneys' Fees; Ezpenser. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement cf this Agreement, Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs end expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, :including reasonable attomeys' fees and legal expenses for bankruptcy proceedings .(including efforts to modlty or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay ell court coats and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and ere not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or mare participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well ea all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a perticlpation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement 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 taw provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Vanua. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. No Waiver by Lender. Lander shall not be deernad to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lander. No delay or omission on the pert of Lender In exercising any right shell operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement 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 Agreement. No prior waiver by Lander, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor`s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lander 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 Lander. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telafacaimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United Stetos mail, as first cleas, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement 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, Borrower agrees to keep Lender informed at all limas of Borcower's currant address. Unless otherwise provided by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. severabtlity, If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any rspreaentation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lander, Survival of Representatlone and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or )ri any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will aurviva the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and shah remain in full force and effect until such time es Borrower's Indebtedness aha)1 be paid BUSINESS LOAN AGREE~ViENT Loan IVo: 1500190033 (Confinued) Page 6 in fuH, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur, Time is of the Essence. Time is of the essence in the performance of this Agreement. Waive Jury. Ail parties to this Agreement hereby waive the right to any Jury tHal in any action, proceeding, or counterclaim brought Dy any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following rneaninge when used in this Agreement. Unless specifically stated to the contrary, all references to doNar amounts shall mean amounts in lawful money of the United States of America. Words and farms 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 Agreement shalt have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and farms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement, Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "borrower" means 204 Verbeke Lodging, LLC and includes all co-signers and co-makers signing the Note and ell their successors and assigns. Collateral. Tha word "Collateral" means a!1 property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security Interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environments! Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments end Reauthorization Act of 1986, Pub, L. No. 99.499 ("SARA"), the Hazardous Materiels Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or ether applicable state or federal laws, rules, or regulations adopted pursuant thereto, Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles, Grantor. The word "Grantor" means each and al! of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. Tha word "Guarantor" means any guarantor, surety, or accommodation parry of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled, The words "Hazardous Substances" are used in their very broadest sense and include without limitation any end alt hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Nazardoue Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The wo-d "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with alt other indebtedness and coats and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents, Lender. The word "Lender" means Integrity Bank, its successors and assigns. Loan. The word "Loan" means any and all Ioens and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Nate. The word "Note" means the Note executed by 204 Verbeke Lodging, LLC in the principal amount of 570,000.00 dated September 27, 2007, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for rho note or credit agreement. Permitted Liens. The words "Permitted Liens" mean 11) liens end security interests securing Indebtedness owed by Borrower to Lender; t2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (31 liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the data of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liana"; (5) liens end security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and 181 those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. 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 Loan. Security Agreement. The words "Security Agreement" mean and include without Ilmitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security interest, Security Interest. The words "Security Interest" mean, without limitation, any and ail types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel BUSINESS LOAN AGREEMEi11T Loan No: 1500190033 {Continued) page ~ mortgage, collateral chattel mortgage, chattel trust, factor's lien,. equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED SEPTEMBER 27, 2007. THIS AGREEMENT IS GIVEN UNDER SEAL ANp IT 1S INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: 204 VERBEKE LO By: ea - I N By: ISeall Herbert D. Thomas By'-~-~/~~~_f ~~/ ~. Byo Isaac) colt Thomas •••~....... ...,..~~..,,. ~.a~.,v. w, GSM. MI,IwP iMD~eM1 MWMPM. Ina. IMI. POD>. 4 MOI,M 14wrr~. . -~ kNIPpNDI0111tKK~D.R TI.17P~ n1.17 INTEGRITY BANK EXHIBIT O COMMERCIAL ~GUARAN~f Y References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***^ has bean omitted due to text length limitations. Borrower: 204 Varbeka Lodging, LLC (TIN: 26-1131208} Lender: Integrity Bank 603 Wilkes Drive Camp Hirt Office Middletown, PA 17067-2990 3346 Market Street Camp HIII, PA 17011 (7'17) 920-4800 Guarantor: 204 Verbake Restaurant, LLC {TIN: 26-0725367} 603 Wilkes Drive Middletown, PA 17057-2990 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment end satisfaction of the indebtedness of Borrower to Lander, and the performance and discharge of all Borrower's obligations under the Note and the Reletad 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 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 Indebtedneaa. Guarantor will make any payments to Lander 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 Nate and Related Documents. Under this Guaranty, Guarantor's Ilabitity is unlimited and Guarantor's obligations ere continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means ail of the principal amount outstanding from time to lima and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any end all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or intarchengeebly with others, owes or will owe Lander. "indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, .credit card indebtedness, lease obligations, liabilities and obligations under any interest rata protection agreements or foreign currency exchange agreements o- commodhy price protection agreements, other obligations, end 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 untiquideted; 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 os infancy, insanity, ultra vices or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lander presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, lender's rights under ell guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invafidete any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other untermineted 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 2ER0 BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lander without i:he necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until alt the (ndebtodneaa incurred or contracted before recalpt by Lender of any notice of revocation shall have been fully end finally paid end satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. if Guarantor elects to revoke thin Guaranty, Guarantor may only do so in writing. Guarantor's written Hellos of revocation must be mailed to Lander, by certified mail, et Lender's address listed above or such oMer place as Lander may designate in wrlting. Written revocation of this Guaranty wiN apply only to new indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and wthout limitation, the term "new Indebtedness" does not include the Indebtedness which et the limo of notice of revocation is contingent, uniiquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose end without limitation, "new Indebtedness" does not include ell or pert of the Indebtednoaa 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 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 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 undor this Guaranty. A revocation Lander receives from any one or more Guarantors shall not nftect the !lability of any remaining Guarantors under this Guaranty. It is entlcipstsd that fluctuations may occur in the aggregate amount of the Indebtedness covsnd by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the lndebtadnass, even to zero dollars {50.00!, shall not constitute a termination of this Guaranty, This Guaranty is binding upon Guarantor and Guarantor's heirs, succesaora and assigns so tong as any of the Indebtedness remains unpaid and even though lire Indebtedness may from time to lima bs zero dollars (50.00). GUARANTOR'S AUTHOR12ATtON TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's (lability undor this Guaranty, from time to tlma; (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 after, compromise, renew, extend, accelerate, or otherwise change one or mare Limos the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rata 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 nor to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substhute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms ar )n any manner Lender may choose; (E} to determine how, when end what application of payments and credits shall be made on the indebtedness; (F} to apply such sacurlty and direct the order or manner of sale thereof, including without limitation, any nonjudicial safe permitted by the terms of the controlling security agreement or deed of trust, es Lander in its discretion may determine; (G1 to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and {H) to assign or transfer this COMMERCfAL GUARANTY Loan No: 1500190033 (COntinued) Aage 2 Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIE5. Guarantor represents and warrants to Lender that {A) no representations or agreements of any kind have bean made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed et Borrower's request and not at the request of Lender; (C} Guarantor hoe full power, right and authority to enter into this Guaranty; ID) 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; IE- Guarantor has not end will not, without the prior written consent of Lander, sell, lease, aesfgn, encumber, hypothecate, transfer, or otherwise dispose of all or subatantiaily eU 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 flnenClaf information which currently has bean, and all future financial Information which will ba provided to Lender is and will be true and correct in ail materiel respects and fairly present Guarantor's financial condition as of the dates the financial information Is provided; {GI no malarial adverse change has occurred in Guarantor's tinancisl 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; 111 Lander has made no representation to Guarantor as to the creditworthiness of Borrower; and IJI Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condhion. 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 iniormatlon 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 Rotuma. As soon as available, but in no event later than one-hundred-twenty {1201 days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranry shall be prepared in accordance with GAAP, applied on a consistent basis, end certified by Guarantor es being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lander IA1 to continue lending money or to extend other credit to Borrower; (BI 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 nonection on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or In connection with the creation of now or additional loans or obligations; (Cl to resent for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (DI to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other parson; (E) to give notice of the terms, time, and place of any public or private sale of persor~ai property aecurlry held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; IF} to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A} any "ono action" or "anti-deficiency" law or any other law which may prevent Lander from bringing any action, including s claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise o/ a power of sale; f6) any election of remedies by Lander 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 parson, or by reason of the cessation of Borrower's liabiiiry 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; (EI any statute of limitations, if at any lima 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 lndebtadness and thereafter Lender la forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar parson under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall 6e considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any rims 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 alt Guarantor's accounts whh Lender (whether checking, savings, or same 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 fRA or Keogh accounts, or any trust acaounta 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. SL-BORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now exiattng or hereafter created, shall be superior to any claim that Guarantor may now have or hereaher acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly aubordinatea any claim Guarantor may have against Borrower, upon any account whatsoever, t0 any claim that Lender may now or hereafter have against Borrower. In the avant of insolvency and consequent liquidation of the ascots of Borrower, through bankruptcy, by an assignment for the benefit of Creditors, by voluntary liquidation, or otherwise, the aasats of Borrower applicable to the payment of the claims of both Lender end Guarantor shall be paid to Lender and shell be first applied by Lander to the Indebtedness. Guarantor does hereby assign to Lender ail 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 affective 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 ar obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lander. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to lima 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. COMMERCIAL GUARANTY Loan No: 7500190033 (COntinuati) MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Page 3 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 shell be affective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attomeya' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs end expenses, including Lender's reasonable attomeys' 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 costa and expenses of such enforcement. Costs end expenses include Lender's reasonable attorneys' teas and legal expenses whether or not there Is a lawsuit, including roasanable attomeys' taea end legal expenses for bankruptcy proceadinge )including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post•judgment collection services. Guarantor also shah 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 deflna the provisions of this Guaranty. Governing taw. 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 Ile conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and pare) evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costa )including Lender's attomeys' fees) suffered or incurred by Lander ss a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. in ail cases where there Is more than one Borrower or Guarantor, then alt words used in this Guarenty 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," end "Lender" include the heirs, successors, assigns, end transferees of each of them. tf 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 ba invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, ft 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, whop actually received by telefacsimile (unless otherwise required by Iaw1, when deposited with a nationally recognized overnight courier, or, if mailed, whop 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 end shell ba affective 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 addrasa, For notice purposes, Guarantor agrees to keep Lender informed at ell times of Guarantor's current addrasa. Unleaa atherwlse provided by applicable law, if there is more than one Guarantor, any notice given by Lendor to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lendor shall not ba deemed to have waived any rights under this Guaranty unless such waiver is given in wrhing and signed by Lander. No delay or omission on the part of Lendor in exercising any right shell operate sa 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 Lander, nor any course of dealing between Lendor 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 6y Lander in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in alt cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Asaigna. The farms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, end shall be enforceable by Lander end its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial to any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty, Unless specificelfy stated to the contrary, all references to dollar amounts shall moan amounts In lawful money of the United States of America, Words and farms used in the singular shell include the plural, and the plural shell include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shell have the meanings attributed to such forms in the Uniform Commercial Code: Borrower. The word "Borrower" means 204 Verbeke Lodging, LLC and includes all co-signers and co-makers signing the Note and ell 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 204 Verbeke Restaurant, LLC, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lendor. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lander as more particularly described in this Guaranty. lender. The word "Lender" means Integrity Bank, its successors end assigns. Note. The word "Note" means and Includes without limitation ell of Borrower's promissory notes andlor credit agreements evidencing Borrower's loan obligations in favor of Lendor, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. COMMERCIAL GUARANTY Loan No: 1500190033 (Continued) Page T Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security des+is, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection wkh 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 PENNSYLVAIVIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WI"fHOUT COMPLAINT FILED, CONl:ESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GIJARANTY 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 (1096) OF THE UNPAID PRINCIPAL BALANCE AND ACCAUED INTEREST FOR COLLECTION, BUT fN ANY EVENT N~DT LESS THAN FIVE HUNDRED DOLLARS (56001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE 1MMEDIA,TELY; 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, BU7 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 RS TERMS. IN ADDITION, EACH GUARANTOA 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 SEPTEMBER 27, 2007. THI8 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; -.,., By. ~r-~ (Seal) colt omas ..~w...n., .ppn". v,,. I.7".10.W 1 CM". NFIMO iiM"Y ~"MMm, InC. 1q7. 7007. K 017nr Awmd. . /A K~7ND~~CIIILNYIQF~ T#~l))0 M Signed, acknowledged and delivered in the presence of: EXHIBIT P COMMERCIAL GUARANTY Rs[rI[Gf [f[+::,.. ;:i ;i{i;!:i!iip !.. !: ;: ::: jii!iii!?!° !3iEs:!i! i ::, ,.p, !!-..oa[ta:.uts!1~:;:? !'Ii~~fEElt ~.eSi'3' iNiirais' `i!.i !::.:.:...t t ,i., :I,<<~ ! ;!,::;. ~t. ,. :.~:.... ;; ~~. ! s:l"" • •i!.! . tit. i .: References in the boxes above ere for Lender's .use only and do not limit the applicability of this document to any particular loan or item. Any item above containing """"' has been omitted due to text length limitations. 130rrOWQr: 204 Verbeke Lodging, LLC (TIN: 26.1131209) Lend@r: Integrity Bank 603 Wilkes Drive Camp Hill Office Middletown, PA 17067-2980 3346 Market Street Camp HNI, PA 37017 fT17) 82p-4800 Guarantor: BROTHERS PIZZA INC (TIN: 20-1137313) 1608 STATE ROAD SUITE 101 DUNCANNON, PA 17020-8638 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable canslderation, Guarantor absolutely and unconditionally guarantees full and punctual payment and eatiafaction 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 Lender's remedies against anyone else obligated to pay the tndebtednesa 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 Unhad States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means ell 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 If Lander presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under ail 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. DURATION OF GUARANTY. This Guaranty will take affect 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 ail the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed In full. Release of any other guarantor or termination of any other guaranty of the indebtedness shall not affect the liability of Guarantor under this Guaranty. A rovocation Lender receives from any one or more Guarantors shell not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, whirout notice or demand and without lasaening Guarantor's IiabNlty under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; IBI 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; {CI to take and hold security for the payment of this Guaranty or the Indebtedness, end 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 nonjudiciei sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in ills discretion may determine; IG! to sell, transfer, assign or grant participations in all or any part of the Indebtadnass; and (H) to assign or transfer this Guaranty in whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents end 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 Lander; IC} Guarantor has full power, right and authority to enter into this Guaranty; ID) the provisions of this Guaranty do not confllet 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; IE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise diapoae of all or substantially ail of Guarantor's easels, or any interest therein; {F} upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, end all such financial information which currently has been, and all future financial information which will be provided to Lender is and wiA be true and correct In all materiel respects end fairly present Guarantor's financial condition as of the dates the financial information is provided; (GI no material adverse change has occurred in Guarantor's financial condition since the date of the moat recant financial statements provided to Lender and no event has occurred which may materially adversely effect Guarantor's financial condition; IHI no Iltigation, claim, investigation, administrative proceeding or almilar action (including those for unpaid texas) against Guarantor is pending or threatened; IN Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and IJI 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, absent a roqueat for information, Lander 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 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 nonection 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 parson, including Borrower or any other guarantor; ID1 to proceed directly against or exhaust any collateral held by Lander from Borrower, any ether guarantor, or any other parson; {EI to give notice of the terms, time, and place of any publ(c or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Coda; (F) to pursue any other remedy whhin Lender's power; or lG) 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 iimhed 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 }udiciafly or by exercise of a power of sale; fB1 any election of remedies by Lender which destroys or otherwise adversely affects COMMERCIAL GUARANTY Loan No: 1500190033 (Continued) pag@ 2 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 parson, 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; (DI any right to claim discharge of the Indebtedness on the basis of unjuatiited impairment of any collateral far the Indebtedness; (E} any statute of limitations, if at any time any action or suit brought by Lender against Guarantor la commenced, there is ovtstanding Indebtedness which is not barred by any applicable statute of limitations; or IF- any defenses given to guarantors at law or in equity other than actual payment and pertormance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness end 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 assort or claim at any time any deductions to fife 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 WRH RESPECT TO WAIVERS. G~aragto- warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and coriaequences antl that, under the circumstances, the waivers are reasonable end 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 ba effective only to the extant permitted by low or public policy. SUBORDINATION OF BORROWER'S DEBTS TO l4UARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shell be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinetea 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 avant of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or vttterwiae, the assets of Borrower applicable to the payment of the claims of both Lander. and Guarantor shell be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor dons hereby assign to Lender aU claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of 8orrowor; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment In legal terxier of the Indebtedness. If Lander so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shell be marked with a legend that the same are subject to this Guaranty end shall be delivered to Louder. 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 shell be effective unless given in writing end 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 ail of Lender's costs and expanses, including Lender's attomeys' fees and Lender's legal expenses, incurred in connection with the enforcement of thin Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shell pay the coats and expenses of such enforcement. Coats 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 proceadings (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 ea may ba 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 taw. This Guaranty will be governed by federal law; appgbabls to Lander end, to the extent not preempted by federal law, the laws of the without regard to its conflicts of law provisions. Choice of Venue. if theca is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read artid 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 ihterpret the terms of this Guaranty, Guarantor hereby indemnifies and holds Lender harmless from elf losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lander as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. interpretation. In ail cases where there is mote then one Borrower or Guarantor, then alt 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 ono 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. Ii 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 teat 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, flmited liability companies, or similar entities, it is not necessary for Lander 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 exorcise of such powers shall be guaranteed under this Guaranty. Notices. Any notice required to be given under this Guaranty shalt be given in writing, and shall be affective when actually delivered, when actually received by telofacsimile (unless otherwise required by lawl, when deposited wfth a nationally recognized ovemlght courier, or, if mailed, when deposited in the United Stetea mail, es first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable taw, if there is more than one Guarantor, any notice given by tender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shell not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lander. 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 conadtuta a waiver of Lender's right otherwise to demand COMMERCIAL GUARANTX Loan No: 1500190033 (Continued) Page 3 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 requlred and in all cases such consent may be granted or withheld fn the sole discretion of Lender. Successors and Asaigna. Subject to any limitations stated in this Guaranty on transfer of Guarantor's Interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns. DEFINITIONS. The following capitalized words and farms 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, es 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. Tha word "Borrower" means 204 Verbeke Lodging, LLC end includes all co-signers and co-makers signing the Nota and all their successors end assigns. Guarantor. Tha word "Guarantor" means everyone signing this Guaranty, including without limitation BROTHERS PIZZA INC, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. lender. The word "Lender" means integrity Bank, Its successors and assigns. Note. The word "Note" means the promissory note dated September 27, 2007, in the original prlncipai amount of b70.000.00 firom 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. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO RS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THtS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTI( 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 SEPTEMBER 27, 2007. GUARANTOR: BROTHERS PIZZA INC By _~.,C~'s'~t~i By: toff omes " it - ,~' - e D, homes -~- uqe rna ~."r,y, v... ~.a.,o.ao+ c.w• "twos nn~nx.i toawn.. b. un. l007. w wps Mwnw. . ~~ x:ptMONO,CMVtum.rC YM1t7r1 MF,7 EXHIBIT Q Q C~MMERCiAL GUARANTY References in the boxes above are for Lender's use only and do not Ilmit the applicability of this document to any particular loan or item. ' . Any item above containing """•" has been omitted due to text length limitations, BotrOWer: 204 Vsrbeke Lodging, LLC {l'IN: 26-11312091 Lertder: Integrity Bank 803 Yyilksa Drive Camp Hill Office Middletown, PA 17057-2990 334b Market Street Camp HIII, PA 17011 f717i 820-4800 Guarantor: Scott Thomss (3SN: 211-64-0394) 146 South 30th 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 end 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 w 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 sat-off or deduction or counterclaim, and will otherwise perform Borrower's obNgetione 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 ail of the principal amount outstanding from time to time and et any one or more times, accrued unpaid interest thereon and ail collection costs and legal expanses related thereto permitted by law, reasonable attorneys' fees, arising from any and ell debts, liabilities and obligations of every nature or fwm, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owns or will owe Lender. "Indebtedness" includes, without limitation, leans, 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 abligatione, and Ifabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, rofinance, consolidate or substitute these debts, Nabiiities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unllquidated; 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 ar unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason {such as infancy, insanity, ultra vireo or otherwise); and originated then rsducad 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 1S A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AMD 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 wNl 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 Lull. if Guarantor elects to revoke this Guaranty, Guarantor may only do so in wrhing. 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 Lander of Guarantor's written revocation. For this purpose and without Ilmitation, the farm "new Indobtadneaa" doss not include the Indebtedness which at the time of notice of revocation is contingent, unRquidated, undetermined or not due and which later becomes absolute, liquidated, determined w due. For this purpose and without limitation, "new Indebtedness" does not include ell 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, subatitutione, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's oatate 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 w administrator or other legal representetiva may terminate this Guaranty in the same manner in which Guarantor might have terminated It and with the same affect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not effect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shell not affect the liability of any remaining Guarantors under this Guaranty. It is antioipated that fluctuations may oocur in the aggregate smount of the Indebtedness covered by this Guaranty, and Gueremor speoifically acknowledges and agross that reductions in the amount of the Indebtedness, oven to zero dollars ($0.00), ahaN not constitute a termnation of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns ao long as any of the indebtedness romaine unpaid and oven though the indebtedness may from lima to time bs zero doilaro (SO.OOy. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without nodoa or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation es 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 eMend additional credit to Borrower; {B) to aher, 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 rata of intorast on the Indebtedness; extenaiona may ba repeated and may be for longer than the. original teen term; 1C) to take and hold security for the payment of this Guaranty or the Indebtedness; and exchange, enforce, waive, stibordiniyte, tail or decide not to pertect, and release any such security, with or without the substitution of new collateral; (D) to -elease, substitute; agree not to sus, or deal with any one or more of Borrower's sureties, andorsera, or other guarantors on any forms or in any manner Lender may choose; (E) to determine how, when and what appNcation of payments and credits shell be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudiciel sale permitted by the terms of the controNing security agreement or deed of trust, as Lender in its discretion may determine; IG1 to sell, transfer, assign or grant participations in all or any pert of the Indebtedness; and (H- to assign or transfer this COMMERCIAL GUARANTY' Loan No: 1500190033 - (COt1tIf1U8d) Page 2 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 bean made to Guarantor which would limit or quaiffy In any way the terms of this Guaranty; (B} this Guaranty ie executed at Borrower's request and not at the request of Lander; IC- Guarantor has full power, right and authority to enter into this Guaranty; ID- 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; (EI 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 aU 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 tender, and all such financial information which currently has bean, and ail 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; IGI no material adverse change has occurred in Guarantor's financial condition since the date of the moat recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H} no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes} against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of .Borrower; and {J- Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condtion. 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 io Guarantor any information or documents acquired by Lender in the course of its relationship with Burrower, 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 (1201 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 avant later than one-hundred-twenty 1120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except es prohibited by applicable law, Guarantor waives any right to require Lender (A1 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 nonacticn on the part of Borrower, lender, any surety, endorser, or other guarantor in connection with the Indebtedness or In connection with the creation of now or additional loans or obligations; (C) to resort for payment or to proceed directly or et 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 poraonal property security head by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commerclai Code; {FI to pursue any other remedy within Lander'e power; or IG- to commit any act or omission of any kind, or et any time, with respect to any matter whatsoever. Guarantor also waives any and ail 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 Lander from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either jud(ciaily or by exercise of a power of sale; {g) any election of remedies by Lender which destroys or otherwise adversely effects 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; (CI 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; ID- 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 [rustee in bankruptcy or to any similar person under any federal ar 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 et any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupmant or similar ri~ht, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDgdO 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 reeaonable and not contrary to public policy or law. If any such waiver is determined to be oontrary to any applicable law or pubNc policy, such waiver shalt be effective only to the extent permitted by few 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 Lander (whether checking, savings, or some other eccountl. This includes all accounts Guarantor holds jointly whh someone else and all accounts Guarantor may open in the future. However, this dose not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extant permitted by applicable law, to hold these funds if there is a defeuh, and Lender may apply the funds in these accounts to pay what Guarantor owes under the farms of this Guaranty. SUBORDINATION pF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness, whether now existing or hereafter created, shell 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 inaolvancy end consequent liquidation of the asaete of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borcower 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 alt claims which it may have or acquire against Borrower or against any esaignee or trustee in bankruptcy of Borrower; provided however, that such assignment shah be effective onl for the legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or he oafteeevidenc rng any debts oruobUgetionat of Borrower to Guarantor shall be marked with a legend that the same ate 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 atatememe and cantinuetion statements and to execute documents and to take such other actlona as Lender deems necessary or appropriate to perfect, preserve and enforce ha rights under this Guaranty. COMMERCIAL GUARANTY Loan No: 1500190033 {COntinued~ Page 3 MISCELLANEOUS PROVISIONS. The following miaceilanetius provisions a'~e 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 aheration 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 yr amendment. Attorneys' Fesa; Expenses. Guarantor agrees to -pay upon demand all of Lender's t:osts and expenses, including Lender's reasonable attorneys' fees and Lender's lags( expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shell pay the costs and expenses of such enforcement. Costs end expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attornoya' tees and legal expenses for bankruptcy proceedings /including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-jutlgment collection services. Guarantor also shell pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenlance 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 extant not preempted by iederal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provfakxts. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guaranto- 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 end parol evidence is not required to interpret the farms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costa (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations end agreements of this paragraph. Interpretation. In ail cases wham 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 !n 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 then one Guarantor, the words "Borrower" end "Guarantor" respectively shell mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lander" include the heirs, successors, assigns, and transferees of each of them. tf 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 bo valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even it a provision of this Guaranty may bri found to be invalid or unenforceablo. If any one or more of Borrower or Guarantor era 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 sot 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, shell be effective when actually delivered, when actually received by telefacslmlle /unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, (f 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 egress 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. Lander shell not be deemed to have waived any rights under this Guaranty unless such waiver Is given in wrting and signed by Lander. 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 Lander of a provision of this Guaranty shell 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 Lander, 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. Succeaaora and Aasigna. 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 ensigns. 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. DEFINITIONS. The iollowing 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 arttounts'in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural ahali include-the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shat! have the meanings attributed to such farms in the Uniform Commercial Code; Borrower. Tha word "Borrower" means 204 Verbeke Lodging, 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 Scott Thomas, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means. this guaranty from Guarantor to Lender. Indebtedness. The word "indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. tender. The word "Lander" means Integrity Bank, its successors and assigns. Note. Tha 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 ell -enewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. CflMMERCfAL Gt1ARANTY Loan No: 1500190033 (COnfinUed) Page 4 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 ali other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGNENT. 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 FILEp, 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 (1096) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR' COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($600! 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 70 A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPEC1FiCALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED 8Y INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISION8 OF THIS GUARANTY AND AGREES TO ITS TERMS. !a 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 3ET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 27, 2007. THIS GUARANTY IS GNEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY 18 ANp SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDNVfl TO LAW, GUARANTOR: G~~~ r X {Seal) Scott Thomas Signed, acknowledged and delivered In the pr a of: n,o ~.,.eti~, n.. ~.H.,oooi c.w• "ww 1.,.nur to..+.n. ~... EXHIBIT R CQMMERCIAL GUARANTY ~En Ai:iii+i:iq :!:iipiG?iiii:i R;i;ii~"' References in the boxes above era for lender's use only and do not Nmit the applicability of thin document to any particular loan or item, Any item above containing "*•*" has been omitted due to text length limitations Borrower: 204 Varboko Lodging, LLC (TIN: 26-1 7 31 209) Lender: Integrity Bank 603 Wllkea Drive Camp Hiq Office Middletown, PA 17067-2990 3346 Market Street Camp Hiq, PA 17011 1717) 920.4900 Guarantor: Herbert D. Thomas ISSN: 169-32-3479) 1007 Chlppenham Road Mechanicsburg, PA 17050 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor ebaoluteiy and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of ail Borrower's obligations under the Note and the Related Documents. This is a gusronty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Louder hoe 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 Lander or its order, on demand, in legal tender of the United States of America, in same-day funds, without setwff or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note end Related Documents, Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. t111DEBTEDNE8S. Tha word "tndebtednasa" es used in this Guaranty means all of the principal amount outstanding from lima to time and at any ono or more times, accrued unpaid interest thereon and all collection coats and legal expenses related thereto permitted by law, reasonable attorneys' foes, 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 interchangeaaly with others, owes or will owe Lender. "indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, Isase obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, end 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 ar 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 vlras 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 shah not (unless specifically provided below to the contrery- affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the farms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANYY" 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, end will continue in full force until all the Indebtedness incurred or contraoted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and ail of Guarantor's other obAgations under this Guaranty shall have been performed to full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must ba mailed to Lander, 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 duo and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "now Indebtedness" does not include ail 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, end modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate a6 to~the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death: Subjear 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 h 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 shell not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that Nuctuatbns may occur in the aggregate amount of tIN Indabtadnesa covered by this Guaranty, and Guarantor specifically acknowledges and egress that raduadons in the amount of the Indebtedness, even to zero dollars ($0.00), shag not constitute a termination of tfils Guaranty. This Guaranty is binding Upon Guarantor and Guarentor'a heirs, successors and assigns ao long as any of the Indabtednssa remains unpaid and even though the Indabtadnesa may from time to time be zero dollars {$0.00}, GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocaticn hereof, without notJcs or demand and without lessening Guarantor's Itablllty under this Guaranty, from time to time; IA} prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to -eese equipment or other goods to Borcower, or otherwise to extend additional credit to Borrower; (BI to altar, 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 end decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; 1C) to take end 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 aubstltution of new collateral; 1D1 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, whop 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 agile thereof, including without limitation, any nonjudicial sate permitted by the terms of the controlling security agreement or deed of trust, es Lender in its discretion may determine; lGl to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this COMMERCIAL GUARANTY' Loan No: 1500190033 (Continued) Page 2 Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that IA) no reprasentatfons 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 end not et the request of Lander; (C) Guarantor has full power, right and authority to enter into this Guaranty; ID) 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, regulaticn, court.decree or ordw3r. applicable to Guarantor; (E) Guarantor has not and wilt 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; (F1 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 Lander is and wIN be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; IGI no materiel adverse change has occurred in Guarantor's financial condition since the date of the moat recent financial statements provided to Lender end no event has occurred which may materially adversely affect Guarantor's financial condition; (HI no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (11 Lander has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has ssiablished 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 8orrowar. GUARANTOR'S FlNANClAL STATEMENTS. Guarantor agrees to furnish Lander with the following: Annual Statements. As soon as available, but in no avant later than one-hundred-twenty 11201 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 then one-hundred-twenty 1120) days after the applicable ailing data for the tax reporting period ended, Federal end other governmental tax returns, prepared by Guaranto-. 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 waiyea 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 connsotfon with the Indebtedness or in connection with the creet)on of new or additional loans or obligations; (Cl to resort for payment or to proceed directly or et once against any person, including Borrower or any other guarantor; ID) to proceed directly against or exhaust any collateral held by Lender from Borrower, sny other guarantor, or any 'other parson; (E) to give notice of the farms, 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; (Fl to pursue any other remedy within Lender's power; or (G1 to commit any act or omission of any kind, or at any time, whh respect to'any matter whatsoever. Guarantor also waives any and all rights or defenses based. qn 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; (BI any election of remedies by Lander 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 parsoni 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; ID1 sny right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for :the Indebtedness; (EI 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 appYcable statute of limitations; or {F) any defenses given to guarantors at law or in equity other than actual payment and performance of the lndebtednass. If payment is made by 9orrowar, 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, racoupment 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 end consequences and that, under the circumstances, the waivers era 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 acccunts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else end all accounts Guarantor may open in the future. However, this does not include any IRA or Kaoph 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 DE9TS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter crested, 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,evant of insolvency and Consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of ci-edltore, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lander end Guarantor shall be paid to Lender and shell be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lander all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of 8orrowar; provided however, that such assignment shall be affective 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 shalt 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. COMMERCIAL GUARANTY loan IVo: 1500190033 (Continued? Page 3 MISCELLANEOUS PROVISIONS. The following miscellaneous proviaions 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 reasonable 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 coats and expenses of such enforcement. Coats and expenses include Lender's reasonable attorneys' foes and legal expenses whether or not there is a lawsuit, including reasonable 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 aiao shall pay all court costs and such additional fees as may be directed by the COUrt. Caption Headinga. Caption headings in this Guaranty are for convenience purposes only and era not to be used to interpret or define the proviaions of thla Guaranty, Governing Law. This Guaranty will be governed by federal levy applicable to Lender and, to the extent not preempted by faders! law, the laws of the Commonwealth of Ponnayivania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor' agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor hea had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and petal evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnities and holds Lender harmless from all fosses, claims, damages, and coats (including Lender's attorneys' fees) suffered or incurred by Lander as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Inte-preUstion. 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 bean used in the plural whore the context and construction so require; end where there is mo-e 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 ail and any one or more of them. Tha wards "Guarantor," "Borrower," and "Candor" 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 proviaions 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 entitles, it is not necessary for Lander to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agent: acting or purporting to act on their behalf, and any indebtedness made o- created in reliance upon rho 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 shell be given in writing, and, except for revocation notices by Guarantor, shall be affective when actually delivered, when actually received by telefecaimile (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 addressee shown Haar the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shell be effective upon delivery to Lendsr as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its addrasa 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'• address. For notice purposes, Guarantor agrees to keep Lender informed at all limas of Guarantor's currant address. Unless otherwise provided by applicable law, If there la more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to elf Guarantors. No Waiver by Lender. Lender shad not be deemed to have waivbd any, rights under this Guaranty unless such waiver la given in writing and signed by Lander. No delay or omission on the part of Lender in exercising any right shell operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shell 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 inatancos where such consent is required and in all cease such consent may be granted or withheld in the sole discretion of Lender. Successors and Asaigna. The terms of this Guaranty shall be binding upon Guarantor, end upon Guarantor's heirs, personal representatives, successors, and assigns, and shell be enforceable by Lander end its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury his! fn any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. pEFINITlON3. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specfficaily stated to the contrary, all references to dollar amounts shell 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 ouch temza in the Uniform Commercial Coda: Borrower. The word "Borrower" means 204 Verbake Lodging, LLC and includes all co-signers end 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 iierbert D. Thomas, and in each case, any signer's successors end assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. 3ndebtednesa. Tha word "Indebtedness" means Borrower's indebtedness to Lender as morn particularly described in this Guaranty. Lender. The word "Lender" means Integrity Bank, its successors and assigns. Note. Tho 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 Lander, together with alt renewals of, extensions of, modifications of, refinancings of, consoildationa of and substitutions for promissory notes or credit agreements. '~ COMMERCIAL GUARANTY t.oan No: 1500190033 (Continued) Page 4 Related Documents. Tha 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 wkh the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND @MPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT !N THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10961 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5600) 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 70 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 SPECiF1CALLY 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 EFFECTIYE. THIS GUARANTY IS DATED SEPTEMBER 27, 2007. THIS GUARANTY 18 GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY 1S AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: ~ ,-~~„ Herbert D. omas (Seal) Signed, acknowledged artd dstlvered in the pree~f: X X IA~El1 tn0 l.nYp, Vv. {.0.10.001 C~M• MMNW Rnr.,y Ny,yi.,, ,,,,, ,~~t~ _~, N M/~Y h,MW~. , PA R:4lMO~Nq('~Il~ry,lE70.R T11~171~ EXHIBIT S COMMERCJAL GUARANTY .:•,::ru:+:a'::S:: o,y:ur:i:i'i:[: -Iii`ii Fi Fi FiiiFeFiii: iiiiltli'• e erences in the boxes above are for Lender's use only tend do not limit the applicability of this document to any particular loan or item. Any item above containing " hoe been omitted due to text length limkations. Borrower: 204 Verbeke Lodging, LLC (TIN: 26-11312081 Lender: integrity Bank 803 Wilkes Dmro Camp Hill Office Middletown, PA 17057-2880 3345 Market Street Camp HNI, PA i 7011 (777) 920.4900 Guarantor: GIOVANN! BARONE {SSN: 168-72.4319) B03 WILKES DRIVE MIDDLETOWN, PA 17067-2990 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely end 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 end not of collection, eo Lender can enforce this Guaranry 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 Nate and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS, The word "Indebtedrresa" as used in this Guaranry means alt 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, reaecnable attarnays' fees, arising from any and ell 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, overd-aft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rata protection agreements or foreign currency exchange agreements or commodity price protection egreemants, other obligations, and liabilities of Borrower, and any present or futwe judgments against Borrower, future advances, loans or transactfone that renew, extend, modify, refinance, consolidate or substitute these debts, liabilhios and obligations whether: voluntarily or )nvoluntanly 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 vireo or otherwise); and originated then reduced or extinguished and then afterwards Increased or reinstated. If Lander 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 sunless 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 15 A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE RILL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN ANp CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WiLL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUAAANTY 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 Lander of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shell have been performed in full. If Guarantor elects to revoke this Guaranry, Guarantor may only do so in writing, Guarantor's written notice of revocation must be mailed to Lander, 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 duo and which later becomes absolute, liquidated, determined or due. For this purpose end without limitation, "new Indebtednoas" does not include all or part of the Indsbtedneais that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extansians, substitutions, and modifications of the fndebtedneas. This Guaranty shall bind Guarantor's estate ae to the Indebtedneae 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 tarrnination 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, his antiaipatsd that fluotuagons may occur in the aggregate amount of the Indebtedness covered by thM Guaranty, end Guarantor specifically scknawisdges and agrees tf-at reductions in the amount of the indebtedness, even to zero doNars (00.00), shall not consdtuta a termination of this Guaranty, Thls Guaranty to binding upon Guarantor and Guarantor's he4s, auacsssora and assigns so long as any of Ute Indebtedness remains unpaid and even though the indsbtedr-ess may from dme to time be zero doNsrs (00.001. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's Nobility under this Guaranty, from time to time: (Al prior to revocation es set forth above, tc make one or more additional secured or unsecured loans to Borrower, to lease additional credit to Borrower; (B) to alter, compromise, renew, extend, acceleret Poeotherwseechange one oromo a times th~timesfor paymnn or ether terms of the Indobtadnsaa or any part of the Indebtedneae, including increases end decreases of the rate of interest on the Indebtedness; eMensions may be repeated and may be for longer than the original loan term; (C) to take and hold secwity for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fat! or decide not to perfect, and release any such security, with endorser et ore othe8tguairantors on only teems(or) Inoacy mannebLe~ndtdr me~chooae;su(~)ortoodetermine how, whenrand what ap,ifcationeo~ payments and credits shall be made on the Indebtedness; (F) to apply such security end 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, ea Lender in its discretion may determine; (G) to self, transfer, assign or grant participations in elf or any pert of the Indebtedness; and (H) to assign or transfer this COMMERCIAL GUARAIVi-Y' Loan No: 1 500 1 90033 (Continued) page 2 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 limp 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 authortty 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; IE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise diapoae of ell 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 alt such financial information which currently has been, and ail future flnenciai 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 occixred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, invaetigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lander has made no representation to Guarantor es to the croditworthlness of $orrowar; 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 atfact 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 FINANCtAI STATEMENTS. Guarantor agrees to furnish Lander with the following: Annual Staternonta. As soon as available, but in no event later then one-hundred-twenty (1201 days after the end of each (fecal year, Guarantor's balance sheet end income statement for the year ended, prepared by Guarantor. Tax Rotuma. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, preperod by Guarantor. Alf financial reports required to be provided under this Guarerrty shall be prepared in accordance with GAAP, applied on a consistent basis, end certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except es 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 crealion of new or additional loans or obligations; (CI to resort for payment or to proceed directly or et 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 peroo»al property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may provent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; IB) any election of remedies by Lander which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borcower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any few limiting, qualifying, or discharging the Indebtedness; (Cy 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 then payment in full in legal tender, of the Indebtedness; 1D) any right to claim discharge of the Indebtedness on the basis of unjustifbd impairment of any collateral for the Indebtedness; (E) any statute of limltationa, 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 end 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 ie forced to remit the amount of that payment to Borrower's trustee in bankruptcy o- to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shell be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim et 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 eaeorted 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 lull knowledge or its significance and consequences and that, under the clrcumetancea, the waivers are reasonable and not contrary to public policy or law, ff 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 ell Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes ell 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 extant permitted by applicable taw, 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 DHBTS 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 esstgnment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender end Guarantor shall be paid to lender and shall ba 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 easignee or truatae 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 fndebtednees. If Lender so requests, any notes or credit agreements now or hereaffer 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, end 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. COMMERCIAL GUARANTY Loan No: 9500190033 (Continued) Page 3 MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty; Arnsndmenta. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters sat 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' Feea; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable 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 expanses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stet' or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees es may be directed by the court, Caption Headings. Caption headings in this Guaranty ere for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law, this Guaranty wilt ba governed by federal law applicable to Lender and, to the extent not preempted by fedora! law, the laws of the Commonwealth of Pennsyh-ania without regard to its confgots of law provisions. Choice of Venue. It there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennaylvanla. 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 raqulred to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losaas, claims, damages, and costs lincluding Lender's attorneys' fees) suffered or incurred by Lander as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In al! cases where there is more than one Borrower or Guarantor, then al) words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context end construction so require; end 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 ell 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 ba 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 roar 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 Lander 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 gluon in writing, and, except for revocation notices by Guarantor,' shall ba effective when actually delivered, when actually received by telafacsimfle (unless otherwise required by lawl, when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, canified 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 Lander 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 addrasa. For notice purposes, Guarantor agrees to keep Lander informed at ail times of Guarantor's current addrasa. Unless otherwise provided by applicable taw, if there is more than one Guarantor, any notice given by Lander to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lander 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 shell 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 Lander, nor any course of dealing between Lender and Guarantor, shell 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 eaaighs, and shell be enforceable by Lender and Rs 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. DEF1NI710NS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, ail references to dollar amounts shall meari 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 rho singular, as the context may require. Words end 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 204 Varbeke Lodging, LLC and includes alt co-signers end co-makers signing the Note end all their successors end assigns. GAAP. The word "GAAP" meena generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation GIOVANNI BARONE, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. tender. The word "Lender" meena Integrity Bank, its successors and assigns, Note. Tha 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. CQMMERCIAL GUARANTY' Loan No: 1500190033 (Continued) Page 4 Related Documents. The words "Related Documents" mean ell 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. GUARANTOA 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 TH6 INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE ANO 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 70 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 WAS BEEN REPRESENTED 8Y INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDDES HAVING READ ALL THE PROVISIONS OF THIS QUARANTY AND ACiREE3 TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTNE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE t3UARAN7'Y WILL CONTKNUE VNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE 8Y LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE, THIS GUARANTY IS DATED SEPTEMBER 27, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND 17 tS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDgVG TO LAW. GUARANTOR; X (Seal) N O E Signed, acknowledged and delivered In the presence of: X w{...e__ {AIM I+10 I,nON.{. Vw. 0.7{.10.001 C~pr. NMMO rYNn{W /Niiy,N. Yr. IM7. 7007' MI MM~~•w,.a. •r~ R:NINgNMCPMRM10~Ft rw t7f~ rA•,i EXHIBIT T DISCLC JRE FOR CONFESSION OF .; ~GMENT References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ""`•" has been omitted due to text length limitations. sorrower: 204 Verbeke Lodging, LLC (TIN: 28-1131209) Lender: Integrity Bank 803 Wilkes Drive Camp Hill Office Middletown, PA 17057-2990 3345 Market Street Camp Hill, PA 1701 T (717- 920-4900 Declarant: 204 Vsrbeke Restaurant, LLC ITIN: 26-072b387- 603 Wilkes Drive Middletown, PA 17067.2980 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS~L.~JZ Y DAY OF ~ p I GUARANTY FOR AN UNLIMITED AMOUNT. ',7'"` 20~ A 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 OFFEND 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 WAlV611G THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR iN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION 1N THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT ErTHER 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, fN 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 15 ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARK.Y WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION QF JUDGMENT PROVISION IN THE GUARANTY TO DECLARANT'S ATTENTION. , DISC 1SURE FOR CONFESSION OF JU MENT Loan No: 1600180033 1COntinued) Page 2 THIS DISCLOSURE 18 QIVEN UNDER 8EAL AND IT IS INTENDED THAT THIS DMCLOSURE IS AND SHALT. CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCOADINO TO LAW. DECLARANT: w.. ~.a~aw~ c.w. wiw m.wr wwww, n.. NAT, ~Nt. .u ~ Mw.N. ~ -~ Signed, acknowledged and delNered In the pretence of: EXHIBIT U DISCLC IRE FOR CONFESSION OF J' ~GMENT - :;;ii?s;FP.iitiiiii iiiliiiiitii~ii`iiiiiiiiSiieiiiii°i!•.iii'i:"i 'r'iiiil!i ae:Ti7i:i? ?''31jt:,fi References in the boxes above are for Lender's use only and do not limit tha applicability of this document to any particular loan or item. Any item above containing "***^ has been omitted due to text length limitations. Borrower: 204 Verbeke Lodging, LLC (TIN: 2B-1131209) Lender: Intsgrity Bank 803 Wilkes Drive Cemp Hpi Office Middletown, PA 17057-2990 3346 Market Street Camp Hill, PA 7 7011 Declarant: BROTHERS PIZZA INC (TIN: 20-1137313) {717} 820-4800 1808 STATE ROAD SUITE 101 ' DUNCANNON, PA 17020-9638 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS '~Zn " DAY OF ~ 20~~ A GUARANTY FOR AN UNLIMITED 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 TMAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE GUARANTY, THE UNDERSGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY' OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. ' B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE 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 8Y FORECLOSING UPON, ATTACHMIG, 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, I.S KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS Tp LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE ARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE'CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO DECLARANT'S ATTENTION. DISC 6URE FOR CONFESSION OF JUC , VIENT Loan No: 1500188850 (C011t1n119d) Pegs 2 TH18 DISCL08URE IS GIVEN UNDER SEAL AND R IS INl'ENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INeTRUMENT ACCORDINQ TO LAW. DECLARANT: BROTHERS FIZZA INC BY: aq C ~' _. By. '~ ~~ tt ss 18~eq ~ ~R h EXHIBIT V DISCLC JRE FOR CONFESSION OF .; 9GMENT :.:.:...:.:::.::::::::.:..:::i::,:;• :•:,: ~:::~;::~:~: ~::: E~ii3?iii References in the boxes above ere for Lender's use only~ar~d do not limit the applicability of this document to any particular loan or item. Any item above containing has been omitted due to teM length limitations. Borrower: 204 Verbeke Lodging, LLC (TIN: 26-11312091 Lender: Integrity Bank 603 Wilkes Drive Camp HfII Office Middletown, PA 17067-2890 3346 Market Street Camp Hili, PA 17011 (717) 920-4800 Declarant: Scott Thomas ISSN: 211.54-0384) 146 South 30th Streot Camp Hill, PA 17011 DISCLOSURE F-OR CONFESSION OF JUDGMENT i AM EXECUTING, THIS L~ ` `l DAY OF ~ V~/~C~, , 201 ~, A GUARANTY FOR AN UNLIMITED 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. !N 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 KNOWNGLY, 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 PROVf310N. B. 1 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 WTHOUT 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, 1 AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GNiNG ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. I WAS REPRESENTED SY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. .~ 2. A REPRESENTATIVE pF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 910,000; 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: v ,...,... ~~t~~ans (Beall Signed, acknowledged and delivered in the presence of: X ~.~.~. v«. ~.H.~o.ooi c.~. N«aM a~...w ta~wa~,. ems. ,wr, cwt, a,n~„a n.a..,r. . r~ K:waoMmaiun~o».rc r~.in~ EXHIBIT W DlSCLC JRE FOR CONFESSION OF ~ ~GMENT I References in the boxes above are for Lender's use only end do not limit the appiicabillty of this document to any particular .loan .or item. ' • +«•.~ ny item above containing has been omitted due to text length limitations. BorrOWel: 204 Verbske Lodging, LLC (TIN: 26-1 1 31 209) Lender: Integrity Bank 803 Wlikes Drive Camp Hill Office Middletown, PA 17057.2890 3345 Market Street Camp Hid, PA 17011 f 717) 820-4900 DeClarent: Herbert D. Thomas fSSN: 168-32-3479) 1007 Chippenham Road Mechanicsburg, PA 17060 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS '~ I DAY OF ~ ~ , 20~, A GUARANTY FOR AN UNLIMITED 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 70 A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAMST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AMD I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. 1 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 SE121NG 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, 1 AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVINfl ME ANY ADVANCE NOTICE, C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. I WA5 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 !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} oert D. Tiromas Signed, acknowledged and delivered in the presence of: v.'. ~.N..0.001~ C,I'. MNMny 11-,,,,IN MM+,M. IM..iq, f0%. N Ny1,0 MM,w1- . IA ^:1tiN0W0KFKRID 70.10 T,F1777 EXHIBIT X DISCLC JRE FOR CONFESSION OF .; JGMENT References in the boxes above are for Lender's use only end do not limit the applicability off this doCUrnent.to.an~...~ ..~ + ~ ''..~.,.' ",~..~•.. E~.'..'~ ~. Any item above containing "•"•" hes been omitted due to text length limitations. Y particular loan or item, BOrfOWBr: 204 Vorbeke Lodging, LLC (TIN: 28-T 131209) Lender: Integrity Bank B03 Wilkes Drive Cemp Hill Office Middletown, PA 17067-2990 3345 Market Stroet Camp Hill, PA 17011 i717) 920.4800 Declarant: GIOVANNI BARONE {SSN: 169-72-4319) 603 WILKES DRIVE MIDDLETOWN, PA 17057-2990 DISCLOSURE FOR CONFESSION OF JUDGMENT i~ I AM EXECUTING, THIS ~~~~ DAY OF _ ~.~-- , 20~ , A GUARANTY FOR AN UNLIMITED AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAIN A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGANIIST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADpITION TO GIVING ~LF.~IDER 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 FUL! OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARINfl 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 PERMITTEp BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY O MY ATTENTION. O. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS 510,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALEp AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE (S GIVEN UNDER SEAL AND TT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORI)t°~:, .^.~:-~-~ DECLARANT: X X acknowledged and delivered in the «~~" ~"4 /wNliy, Vu. ~. M.IOODT C~M• "Y1,M F el" rpyy„y, Gv. I~Y7. ri07, M ^ynw MwrM. - t~ x:uplpNpuTtnal0.FC TRl),1 ~bli VERIFICATION I, Gary G. Klick, Vice President of Integrity Bank, verify that I am authorized to make this verification on behalf of Integrity Bank, and that the facts contained in the foregoing Complaint are true and correct to the best of my knowledge, information and belief and that the same are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. ~~ Gary G. Klic Vice President Integrity Ba 7 t] REAGER & ADLER, PC Bv: Peter R. Wilson, Esquire Attorney I.U. No. 87655 Email: f'1~'ilsoi1ir!Rea~er~~~Ucrl'C'..com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Attorneys for Plaintiff, Integrity Bank INTEGRITY BANK, vs. Plaintiff, 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and G[OVANNI BARONE, Defendants 71t1., ~:lfr t n E'~~1 t0~ 41 1N THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA No. af~t~ C.~ ~~3g9. ti `~ CNIL ACTION -LAW AFFIDAVIT THAT JUDGMENT IS NOT BEING ENTERED BY CONFESSION OF JUDGMENT AGAINST A NATURAL PERSON IN CONNECTION WITH A CONSUMER CREDIT TRANSACTION Commonwealth of Pennsylvania ) ss: County of Cumberland ) 1, Peter R. Wilson, Esquire, being duly sworn according to law, hereby state that the judgment being entered by confession is not being entered against a natura~erson in connection with a consumer credit transaction. Wilson, Esquire Sworn to and subscribed cfore me this n' ~ day of 2010. tary Public (;(isr!tu~(;ftwn!!:a~1: i Fi ~:,i _t'G!~~•~. ,~~ •, 1 REAGER & ADLER, PC Bv: Peter R. Wilson, Esquire Attorney I.D. No. 87655 }smail: l? \V ils<m(~r'~Rea~;LrAalerP('.com 2331 Market Street Camp Hill, PA 17011 "Celcphone: (717) 763-1383 Att~rncys fnr Plaintiff,' /ntcgrity Bank {.; ; , INTEGRITY BANK, vs. IN THE COURT OF COMMON PLEAS Plaintiff, OF DAUPHIN COUNTY, PENNSYLVANIA 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANN[ BARONS, Defendants No. ~lal C~ C.V 10 3 ~~, (~-~ CNIL ACTION -LAW AFFIDAVICT OFNON-MILITARY SERVICE Commonwealth of Pennsylvania } } ss: County of Cumberland ) The undersigned, being duly sworn according to law, deposes and says that the Defendants are not in the Military or Naval Service of the United States or Allies, or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Con ess of 1940, as amended: ' i~ er R. Wilson, Esquire Sworn to and subscribed before me this ~ day of ( ~~ e e~~.~,~-- .2010. ~•••:/-~wµ n o911!HdU yMand -- - ~13'apu~'I `I'Gotar~ Public CUMMONWEAL I '' (~~F f"~-~aJt45YL~fANIA Nolorisl SAa .~ . Linda H. MNler, Notary ~'u1Nic Camp Hip 13oro, Cumberland County My Commission F.npkes May 9, 2013 Member, Pennsylvania Assodapon of Notaries REAGER & ADLER, PC BY: Peter R. Wilson, Esquire Attorney I.D. No. 87655 Email: PWilson(&ReagerAdlerPC.com 2331 Market Street Camp Hill, PA 17011 Telephone: (717) 763-1383 Attorneys for Plaintiff, Integrity Bank FEB 2Q1114 FM 3: 28 GUMgERI YLCVAKUA" PE414S INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff, OF CUMBERLAND COUNTY, PENNSYLVANIA vs. : NO. 10-7927 Civil 204 VERBEKE LODGING, LLC, 204 VERBEKE RESTAURANT, LLC, BROTHERS PIZZA, INC., SCOTT THOMAS, HERBERT D. THOMAS, and GIOVANNI BARONE, Defendants CONFESSION OF JUDGMENT PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY: Please mark the above captioned case as settled and discontinued and the judgment satisfied. Respectfully submitted, REAGER 8l-2WLER, PC Date: February 9, 2011 POf R. Wilson, Esquire Attorney I.D. No. 87655 2331 Market Street Camp Hill, PA 17011-4642 Telephone: (717) 763-1383 Attorney for Plaintiff