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HomeMy WebLinkAbout11-0139IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION . a?dl I - l3q C` v` ~ `~rw~ Plaintiff, NO. vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. c a NOTICE UNDER RULE 2958.1 _.- -- -~~-~_ '_ ; : ,` ; `-- .-~ rn ~ OF JUDGMENT AND EXECUTION THEREON _ ~ ' -= ~ -- ~o Notice of Defendant's Rights ~ ~ ~ ~ - ~ ~ -.> T_~ Z n To: Kady Properties, LLC ,_ .. _ _, ~ o~ 516 Bridge Street ~ ~" ~ New Cumberland, PA 17070 ~ A judgment in the amount of $153,628.67 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. sg7.~~a~ aC ~ saw 4~ ~~~~~ ~ d ~~~ ~~ 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 C'AN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 (800) 990-9108 Respectfully Submitted: JAMES, SMIT IE TERICK & CONNELLY LLP B Y• Sco Brick, Esquire Atto v :D. #55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3L80 VIA CERTIFIED MAIL -RETURN RECEIPT REQUESTED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Ryan J. Silvagio 1470 Old Quaker Road Etters, PA 17319 A judgment in the amount of $153,628.67 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 (800) 990-9108 Respectfully Sub i ed: JAMES, S , D TERIC CONNELLY LLP By: Sco ie Brick, Esquire Attorney I.D. #55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 VIA CERTIFIED MAII. -RETURN RECEIPT REQUESTED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: All Kind Construction, LLC d/b/a Miller and Norford, Inc. 516 Bridge Street New Cumberland, PA 17070 A judgment in the amount of $153,628.67 has 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 allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Phone (717) 249-3166 (800) 990-9108 Respectfully Sub~itt~: JAMES, SMT~H~ T ERICK,,~ CONNELLY LLP By: Scclft ~`. Derrick, Esquire Attorney I.D. #55650 P.O. Box 650 Hershey, PA 17033 (717)533-3280 VIA CERTIFIED MAIL -RETURN RECEIPT REQUESTED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, *~ NO.: ~? ~~ -n ~ f _t7 KADY PROPERTIES, LLC, RYAN J. SILVAGIO, : = -' , ~ a ~ and ALL KIND CONSTRUCTION, LLC d/b/a 1: `~~ = ``' ~o MILLER AND NORFORD, INC., ` ~ `' ~ _ ~-*~ Defendants. ~ ~ __ ~ _ -^ a m ~ ~ ~ ~ ~ ~ CONFESSION OF JUDGMENT Pursuant to the authority in the Warrant of Attorney contained in the aforesaid Note and the Guaranties thereof, copies of which are attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of Plaintiff and against Defendants as follows: Principal $ 133,105.00 Interest through 12/21/2010 $ 4,303.83 Late Charges $ 233.96 Other Charges/Fees $ 2,245.00 Attorney's Fees and Costs $ 13,740.88 (10% of Unpaid Principal & Accrued Interest) TOTAL $153,628.67 with interest on the principal sum of ($133,105.00) from December 21, 2010 at $29.54191 per diem. JAMES, SMITH, DIETTERICK & CONNELLX ~.LP BY: ~ Scott A. , Attorneys o PRO HAC VICE PA I.D. # 55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. CERTIFICATION OF ADDRESS I hereby certify that the address of the parties in the above action are as follows: Address of Plaintiff: 2695 Philadelphia Avenue, Chambersburg, PA 17201 Address of Defendants: 516 Bridge Street, New Cumberland, PA 17070 Ryan J. Silvagio 1470 Old Quaker Road, Etters, PA 17319 JAMES, S~I'~-I, DIE7~TERICK & C~iNELLY LLP BY: Scott ck, F,squire PA I.D. 5 50 Kimberly A. Bonner, Esquire PA I.D #89705 Attorneys for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. NOTICE OF ORDER, DECREE OR JUDGMENT TO: ()Plaintiff (X) Defendant - KADY PROPERTIES, LLC ( )Additional Defendant(s) You are hereby notified that an Order, Decree or Judgment was entered in the above-captioned proceeding on ~ •~ ( ) A copy of the Order or Decree is as follows: or (X) The judgment is as follows: $153,628.67 plus interest on the principal sum ($133,105.00) from December 21, 2010, at the rate of $29.54191 per diem, plus additional late charges and additional attorneys' fees and costs. 1 Prothonotary IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CN:[L DIVISION Plaintiff, NO.:. vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. NOTICE OF ORDER, DECREE OR JUDGMENT TO: ()Plaintiff (X) Defendant -RYAN J. SILVAGIO ( )Additional Defendant(s) You are hereby notified that an Order, Decree or Judgment was entered in the above-captioned proceeding on I ( ) A copy of the Order or Decree is as follows: or (X) The judgment is as follows: $153,628.6 i plus interest on the principal sum ($133,105.00) from December 21, 2010, at the rate of $29.54191 per diem, plus additional late charges and additional attorneys' fees and costs. Prot onotary IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. NOTICE OF ORDER, DECREE OR JUDGMENT TO: ()Plaintiff (X) Defendant -ALL KIND CONSTRUCTION, LLC deb/a MILLER AND NORFORD, INC. ( )Additional Defendant(s) You are hereby notified that an Order, Decree or ,Judgment was entered in the above-captioned proceeding on _~ ~ ( ~ ( ) A copy of the Order or Decree is as follows: or (X) The judgment is as follows: $153,628.67 plus interest on the principal sum ($133,105.00) from December 21, 2010, at the rate of $29.54191 per diem, plus additional late charges and additional attorneys' fees and costs. 1 Pro onotary IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CNI:L DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN SS: I, Scott A. Dietterick, Esquire and/or Kimberly A. Bonner, Esquire, attorneys for and authorized representative of Plaintiff, Orrstown Bank, hereby certify, subject to the penalties of 18 Pa.C.S.A. §4904, that the Defendants, are not in the military service of the United States of America to the best of my knowledge, information and belief. SWORN TO AND SUBSCRIBED BEFORE ME THIS 4a' day of January, 2011. ~ a ~~„Io~ ~ ~5~ L . 5 Notary Public My Commission Expires: NOTARIAL SEAL CHRISTINE L SPURLOCK Notary Public HUMMELSTOWN BORO, DAUPHIN COUNTY My Commission Expires Jun 23, 2012 Scott A:'D4~tt~fick;~Esquire Kimberly A. Bonner, Esquire IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. TYPE OF PLEADING: CIVIL ACTION -COMPLAINT IN CONFESSION OF JUDGMENT TO: DEFENDANT(s) YOU ARE HEREBY NOTIFIED TO PLEAD TO THE ENCLOSED COMPLAINT WITHIN TWENTY (20) DAYS FROM SERVICE HEREOF OR A DEFAULT JUDGMENT MAY BE ENTERED AGAINST YOU. A' I HEREBY CERTIFY THAT THE ADDRESS OF THE PLAINTIFF IS: 2695 Philadelphia Avenue Chambersburg, PA 17201 AND THE DEFENDANT(S): 516 Bridge Street, New Cumberland, PA 17070 Ryan J. Silvagio 1470 Old Quaker Road, Etters, PA 17319 FILED ON BEHALF OF: Orrstown Bank, Plaintiff COUNSEL OF RECORD FOR THIS PARTY: Scott A. Dietterick, Esquire Pa. I.D. #55650 JAMES, SMITH, DIETTERICK & CONNELLY LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 IN THE COURT OF COMMON PLE,~1S OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, NO.: vs. KADY PROPERTIES, LLC, RYAN J. SILVAGIO, and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. CIVIL ACTION - COMPLAINT IN CONFESSION OF JUDGMENT And now comes Orrstown Bank by its attorneys, James, Smith, Dietterick & Connelly, LLP, and files this Complaint in Confession of Judgment as follows: 1. Orrstown Bank ("Plaintiff') is a financial institution under the laws of the United States of America, with its principal place of business located at 2695 Philadelphia Avenue, Chambersburg, Pennsylvania . 2. Defendant, Kady Properties, LLC is a company authorized to conduct business in the Commonwealth of Pennsylvania, with an address of 516 Bridge Street, New Cumberland, Pennsylvania 17070. 3. Defendant, Ryan J. Silvagio, is an adult individual residing at 1470 Old Quaker Road, Etters, Pennsylvania 17319. 4. Defendant, All Kind Construction, LLC d/b/a Miller and Norford, Inc., is a company authorized to conduct business in the Commonwealth. of Pennsylvania, with an address of 516 Bridge Street, New Cumberland, Pennsylvania 17070. 5. On or about September 27, 2007, Defendant, Kady Properties, LLC, executed and delivered a certain Promissory Note in favor of Plaintiff in the original principal amount of $138,750.00 ("Note"), which Note authorized a Confession of Judgment against Kady Properties, LLC. A copy of said Note is marked Exhibit "A", attached hereto and made a part hereof. 6. On or about September 27, 2007, Defendant, Ryan J. Silvagio ("Mr. Silvagio"), executed and delivered to Plaintiff a Commercial Guaranty ("Mr.. Silvagio Guaranty") irrevocably guarantying and becoming surety for all obligations of Defendant, Kady Properties, LLC, to Plaintiff under the Note, which Mr. Silvagio Guaranty authorized a Confession of Judgment against Mr. Silvagio. A true and correct copy of the Mr. Silvagio Guaranty is marked Exhibit "B", attached hereto and made a part hereof. 7. On or about September 27, 2007, Defendant, All Kind Construction, LLC d/b/a Miller and Norford, Inc. ("All Kind"), executed and delivered to Plaintiff a Commercial Guaranty ("All Kind Guaranty") (collectively, the Mr. Silvagio Guaranty and the All Kind Guaranty referred to as "Guaranties") irrevocably guarantying and becoming surety for all obligations of Defendant, Kady Properties, LLC, to Plaintiff under the Note, which All Kind Guaranty authorized a Confession of Judgment against All Kind. A true and correct copy of the All Kind Guaranty is marked Exhibit "C", attached hereto and made a part hereof. 8. Neither the Note nor the Guaranties thereof, have been released, transferred or assigned. 9. Judgment has not been entered against the Defendants on the Note or the Guaranties in any jurisdiction. 10. Defendant, Kady Properties, LLC is in default under the aforesaid Note and Defendants, Ryan J. Silvagio and All Kind Construction, LLC dib/a Miller and Norford, Inc., under the Guaranties thereof, for failure to pay installments of principal and interest when due. 11. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 12. The itemization of the amount due, including interest and attorneys' fees as authorized by the Note and Guaranties is as follows: Principal $ 133,105.00 Interest through 12/21/2010 $ 4,303.83 Late Charges $ 233.96 Other Charges/Fees $ 2,245.00 Attorney's Fees and Costs $ 13,740.88 (10% of Unpaid Principal & Accrued Interest) TOTAL $153,628.67 with interest on the principal sum of ($133,105.00) from December 21, 2010 at $29.54191 per diem. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in the Note and the Guaranties, demands judgment against the Defendants in the amount of $153,628.67 with interest on the principal sum ($133,105.00) from December 21, 2010 at $29.54191 per diem, and brings said instrument to Court to recover the said sum. JAME5, & COMP BY: Scott A. Di Attorneys for Pl ti PA I.D. # 55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 CK THIS IS AN ATTEMPT TO COLLECT A DEBT, AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. EXHIBIT "A" .~- PROMISSORY NOTE ~''~' .:~;, ` ~~ ~ Na I;aj) l' I;on ;...... i4urlt #t~r Irii~it~ljs' 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: Kady Properties, LLC (TIN: 26-0882171) Lender: ORRSTOWN BANK 516 Bridge Street CAMP HILL OFFICE New Cumberland, PA 17070 77 EAST KING STREET P 0 BOX 250 SHIPPENSBURG, PA 17257 Principal Amount: 5138,750.00 Date of Note: September 27, 2007 Maturity Date: September 27, 2027 PROMISE TO PAY. Kady Properties, LLC ("Borrower") promises to pay to ORRSTOWN BANK ("Lender"1, or order, in lawful money of the United States of America, the principal amount of One Hundred Thirty-eight Thousand Seven Hundred Fifty & 001100 Dollars (5138,750.001, together with interest on the unpaid principal balance from September 27, 2007, until paid in full. PAYMENT. Borrower will pay this loan in full immediately upon Lender's demand. If no demand is made, subject to any payment changes resuking from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of 51,169.76 each, beginning October 27, 2007, with interest calculated on the unpaid principal balances at an initial discounted interest rate of 7.990% per annum; and 180 monthly consecutive principal and interest payments in the initial amount of 51,243.04 each, beginning October 27, 2012, wkh interest calculated on the unpaid principal balances at an interest rate based on the Wall Street Prime (currently 7.750%1, plus a margin of 1.250%, resuking in an initial interest rate of 9.000%. Borrower's final payment will be due on September 27, 2027 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, mukiplied by the outstanding principal balance, mukiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. For the first 60 payments, the interest rate on this loan will tie 7.990°~. Thereafter, the interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Wall Street Prime (the "Index"1. The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 7.750% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note wilt be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C1 increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default, except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the following prepayment penaky: Should Borrower prepay all or any amount of principal during , the next five (51 years, the Borrower shall be assessed against the amount prepaid, a five percent (5.00%) prepayment penaky. The assessment percentage shall decrease one percent (1.00%) per annum to par. Lender acknowledges that excepted from this assessment will be principal payments that are generated as a resuk of operation of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a resuk of a refinancing at any other financial institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower or Borrower's obligation to continue to make payments under the payment schedule: Rather, they will reduce the principal balance due and may resuk in Borrower making fewer payments. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: ORRSTOWN BANK, 77 EAST KING STREET, P.O. BOX 250 SHIPPENSBURG, PA 17257. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 5.000°k of the regularly scheduled payment or S50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 3.000 percentage point margin ("Default Rate Margin"-. The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this ' PROMISSORY NOTE Loan No: 26474319001 (Continued) Page 2 Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is madel, any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to ;any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or 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 (121 months, ii may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: 111 cures the default within fifteen (151 days; or (21 if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal 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), 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. DISHONORED ITEM FEE. Borrower will pay a fee to lender of S20.00 if Borrower makers 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 law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instruments listed herein: IA1 a Mortgage dated September 27, 2007, to Lender on real property located in CumbEarland County, Commonwealth of Pennsylvania. IBI an Assignment of All Rents to Lender do real property located in Cumberland County, Commonwealth of Pennsylvania. PROPERTY INSURANCE. Borrower understands that Borrower is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Mortgage and in the Agreement to Provide Insurance, all the terms and conditions of which are hereby incorporated and made a part of this Note. FINANCIAL INFORMATION. The Borrower agrees to provide the Lender with Federal Tax Returns andlor CPA prepared Financial Statements and any other financial information, required by the Lender's Original Commitment Letter to the Borrower, on an annual basis. If the Lender does not receive the required financial information within two hundred seventy (270) days of the Borrower's fiscal year end, the Lender has the right to increase the interest rate charged on this Note by 0.25%. The Borrower shall receive written notification ten (10) days prior to the Lender increasing the interest rate charged on this Note. OVERDRAFT PROTECTION. You may obtain credit advances under your Credit Line by writing a check on your checking accountls) with us in excess of the available collected balance in the accountlsl. . SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your accountlsl to a consumer reporting agency. Your written notice describing the specific inaccuracyliesl should be sent to us at the following address: ORRSTOWN BANK 77 EAST KING STREET P.O. BOX 250 SHIPPENSBURG, PA 17257. GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's PROMISSORY NOTE Loan No: 26474319001 (Continued) Page 3 security interest in the collateral; and take any other action deemed necessary by Lender Hrithout the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A CDPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS .JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: KADY PROPERTIES, LLC BY~ (Seal) R a J. Sil io, emb f Kady Properties, LLC LASER PRO lenJng, Ver. 5.31.°°.0°7 Cppr. Nm1snU Fnancul So W4p115. Inc. 1997, 2007. All Rq~ts Reenvetl. RA c~\CFI{LPL1p P0.FC TR-17494 iR 1 DISCLO~JRE FOR CONFESSION OF JI,vGMENT Rrst~ipal LttBn I~fttB M~u~F#y La~tt N~3 .. ~atE?t X08 1~1~Ct~ltrtt ~fiGBr .tit€~iatS ;?` 8't3~,~~:t3a ~ ~'~ ~Q47 ' 2647~3'f.7 ?£:1:.3~ G#~HQL 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. Declarant: Kady Properties, LLC (TIN: 26-0882171) Lender: ORRSTOWN BANK 516 Bridge Street CAMP HILL OFFICE New Cumberland, PA 17070 77 EAST KING STREET P O BOX 250 SHIPPENSBURG, PA 17257 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS 2~ DAY OF <~~~~, 200, A PROMISSORY NOTE FOR 5138,750.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, tS 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. INITIALS: B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS: _~_ C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: KADY PROPERTIES, LLC By` (Seaq Ry . Sil io, embe f Kady Properties, LLC LASER PRO Lenemg, Ve,. 5.x].00.003 CoP,. MsrbnO Fneneie15oluhnns, Inc. 199], 200] All Rlghts ReaerveA ~ PA c'{CFRLPLID30.FC TR 1)d9d PR-I EXHIBIT "B" COMMERCIAL GUARANTY $. W'{ Q>~t1 Qs Cali Cob A~c-:u~t 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: Kady Properties, LLC (TIN: 26-0882171) Lender: ORRSTOWN BANK 516 Bridge Street CAMP HILL OFFICE New Cumberland, PA 17070 77 EAST KING STREET P O BOX 250 SHIPPENSBURG, PA 17257 Guarantor: Ryan J. Silvagio (SSN: 160-68-8637) 1470 Old Quaker Road Etters, PA 17319 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liabilty under this Guaranty, from time to time: IAI to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (CI to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; IE) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; IG- to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that IA) 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; (Bl this Guaranty is executed at Borrower's request and not at the request of Lender; IC) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; IEI Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; fFl upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; IG1 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; IHI no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; 111 Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; 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; IEl to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy within Lender's power; or (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 all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (AI any "one action" or "anti-deficiency" law or any other law which may prevent Lender from brinoino anv COMMERCIAL GUARANTY Loan No: 26474319001 (Continued) Page 2 action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (DI any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; IE- 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 IF) any defenses given to guarantors at law or in equity other than actual payment and performance of they Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any <~pplicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these tunds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's 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 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 (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to ainy Guarantor is deemed to be notice given to all COMMERCIAL GUARANTY Loan No: 26474319001 (Continued) Page 3 Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Kady Properties, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Ryan J. Silvagio, 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 ORRSTOWN BANK, its successors and assigns. Note. The word "Note" means the promissory note dated September 27, 2007, in the original principal amount of $138,750.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10°/a) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) 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 T'0 A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 27, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X (Seal) y n J. Sil io COMMERCIAL GUARANTY Loan No: 26474319001 (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA - ` ~f~/~~ 1 SS COUNTY OF r~ `~i \lJ~ ) On t ~ the ~~ day of ~~ ~ t'Ji , 20 1.~, before me the undersigned N tart' Public, personally appeared Ryan J. Silvagio, known to me for satisfactorily prov n t be the per o os name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purpo herein contained. ~ ~7 In whness whereof, I hereunto set my hand and official seal COMMONWEALTH OF PENNSYLVANIA ' Notarial Seal Angela N. Fleagle, Notary PubCic Notary P~ibli in and for the State of Silver Spring Twp., Cumberland County My Commission Expires Aug. 30, 2010 Member, Pennsylvania Association of Notaries LASEF PRO Lensing, Va,. 5.3).00.003 Cop,. Xwlentl Finencie15plutpna. Inc. 199], 20p]. All Rig~,e Reeervad. ~ PA c'.\CFI\LPL1E10.FC Tp~1J49< PR~1 DISCL05tJRE FOR CONFESSION OF JUVGMENT ~~ai ~.aar) Bate N1~ur~ty Lair Na cell t cal Account Offfti~er Initials $ 73$,~5(?.flU a9~Z7-2QU7 2~3~3:'19QQ.1 1E t 300 GftHQt 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: Kady Properties, LLC (TIN: 26-0882171) 516 Bridge Street New Cumberland, PA 17070 Lender: ORRSTOWN BANK CAMP HILL OFFICE 77 EAST KING STREET P IJ BOX 250 SHIPPENSBURG, PA 17257 DeClarHnt: Ryan J. Silvagio ISSN: 160-68-8637) 1470 Old Quaker Road Etters, PA 17319 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS 2~~ DAY OF ~ 20~ , A GUARANTY OF A PROMISSORY NOTE FOR 5138,750.00 OBLIGATING ME TO REPAY THAT AMOU A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS _~~__ B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE. NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN A NER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 570,000; 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. TH-S 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: X ISeap R . Silt' o LASED PRO Lmtlmq, V<r. 5.3).00.003 Cppr. Herlan4 Finencia15pW,wns, Inc. 199J, 100J. All Riq~is R4aerveE. PA c:1CF111PL1030.FC Tq-1)494 Pq 1 EXHIBIT "C" __•_~ COMMERCIAL GUARANTY f'f'8t "t.OBf#:i1tHI8 IV1H'fiJfliY° L)31~E1 i1Ffi LiNt'8 irQ1f H~6UltrTi ~filt~ ..~e3r~ar~ References in the boxes above are for Lender's use only and do not limit the applicability cif this document to any particular loan or item. Anv item above containing "`"'" has been omitted due to text. length limitations. Borrower: Kady Properties, LLC (TIN: 26-0882171) Lender: ORRSTOWN BANK 516 Bridge Street CAMP HILL OFFICE New Cumberland, PA 17070 77 EAST KING STREET P O BOX 250 SHIPPENSBURG, PA 17257 Guarantor: All Kind Construction, LLC d/b/a Miller and Norford, Inc. fTIN: 20-8818482) 516 Bridge Street New Cumberland, PA 17070 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the NotE: and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: IAI 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; IC) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; ID- 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; IE) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G1 to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and IH1 to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; IDI 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 dispose of all or substantially all of Guarantor's assets, or any interest therein; IF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (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; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender IA) 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 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; IC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; IDI to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; IE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (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 all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or ' COMMERCIAL GUARANTY Loan No: 26474319001 (Continued) Page 2 defenses arising by reason of (AI any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; ICI any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; lEl 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 IFI 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 and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender Iwhether checking, savings, or some other accountl. This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire again:>t Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements novv or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's 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 e:penses of such enforcement. Costs and 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 (including efforts to modify or vacate any automatic stay or injunctionl, appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so rf:quire; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this ~iuaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile lunle:ss otherwise required by law1, when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarant:or's current address. Unless otherwise provided by COMMERCIAL GUARANTY Loan No: 26474319001 (Continued) Page 3 applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right :>hall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meaninys when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Kady Properties, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation All Kind Construction, LLC d/b/a Miller and Norford, 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 amore particularly described in this Guaranty. Lender. The word "Lender" means ORRSTOWN BANK, its successors and assigns. Note. The word "Note" means the promissory note dated September 27, 2007, in the original principal amount of $138,750.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF~ ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 27, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: ALL KIND CONSTRUCTION, LLC D/B/A MILLER AND NORFORD, INC. By: _„ (Seal) n J. S v gio, Memb f All Kind Construction, L d/b/a Miller and Nor rd, Inc. COMMERCIAL GUARANTY Loan No: 26474319001 (Continued) Page 4 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT COMMONWEALTH OFnPENNSYLVA1NIA - COUNTY OF ~ ~~;' 1~ I~.V~~.- ; SS t ~ t e ~ day of 20~ ~, before me e undersigned N ary Public, personally appeared Ryan J. Silvagio, Member of All Kind Construction, LC d b/a filler and No ord, Inc., who acknowledged himself or herself to be the member or designated agent of All Kind Construction, LLC d/bla Miller and Norford, Inc., mited Liability Company, and that he or she as such a member or designated agent, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the Limited Liability Company by himself or herself as a member or designated agent. I ~ In witness whereof, I hereunto set my hand and official seal. ~ ~ '' ;' %~~~ COMMONWEALTH OF PENNSYLVANIA NotanalSeal Notary Pu iclm and for the State of Angela N. Fleagle, Notary Public Silver Spring Twp., Cumberland County ~ j My CortWrtission Expires Aug. 30, 2010 Member, Pennsylvania Association of Notaries USER PRO Lentlng, Ve,. 5.3].00.003 Cop. MCIIME Fn~ciel SoW,ionv, Inc. 199], 200]. NI Rp~u R~urwd. ~ PG c:1CFRLPL1E20.FC TR~1]994 PR 1 . , VERIFICATION I, Linda K. Mowen, Assistant Vice President, on behalf of Orrstown Bank, depose and say subject to the penalties of 18 Pa.C.S.A., sec.4904 relating to unsworn falsification to authorities that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of my information, knowledge and belief. ~~ ~- Linda K. Mowen, Assistant Vice President !r IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, Plaintiff, VS. KADY PROPERTIES, LLC, RYAN J. SILVAGIO and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. CIVIL DIVISION NO.: 2011-139 CIVIL TERM • a•,a ORDER OF COURT AND NOW, this 21 day of M ar& , 2011, upon consideration of Plaintiff s Motion for Special Service, it is hereby ORDERED, ADJUDGED AND DECREED that Plaintiff shall serve its Complaint in Confession of Judgment and 2958.1 Notice, and all future pleadings, if necessary, on Defendants, Kady Properties, LLC, Ryan J. Silvagio and All Kind Construction, LLC d/b/a Miller and Norford, Inc., by instructing the Cumberland County Sheriff s Office to POST a copy of same and via Certified Mail, Return Receipt Requested, No Signature Required and First Class U.S. Mail, Postage Prepaid at the address of 516 Bridge Street, New Cumberland, Pennsylvania 17070 for Defendant, Kady Properties, LLC, 470 Old York Road, New Cumberland, Pennsylvania 17070 for Defendant, Ryan J. Silvagio and 700 Ayers Avenue, Lemoyne, Pennsylvania 17043 and 516 Bridge Street, New Cumberland, Pennsylvania 17070 for Defendant, All Kind Construction, LLC d/b/a Miller and Norford, Inc., with said service being valid and complete upon such posting and mailing, in accordance with Pa.R.C.P. 430. BY THE COURT: h y I x (-? A ? V J. ?+ a. D ?. ? 00pr??I ? z IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, CIVIL DIVISION Plaintiff, VS. KADY PROPERTIES, LLC, RYAN J. SILVAGIO and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. NO.: 2011-139 Civil Term PRAECIPE TO REINSTATE COMPLAINT TO THE PROTHONOTARY: Please mark the Complaint in Confession of Judgment filed at the above- captioned term and number reinstated. Respectfully submitted, Dated:. '? rq? I JAMES, SMITH IETTERICB BY: Scott A. D' , Esquire PA I.D. # 5 Kimberly A. Bonner, Esquire PA I.D #89705 Attorneys for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 l..?V -? G 71 & CONNELLY LLP C?? ?Za3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, Plaintiff, VS. KADY PROPERTIES, LLC, RYAN J. SILVAGIO and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. CIVIL DIVISION NO.: 2011-139 Civil Term TYPE OF PLEADING PRAECIPE FOR PARTIAL RELEASE OF JUDGMENT LIEN FILED ON BEHALF OF: Orrstown Bank, Plaintiff COUNSEL OF RECORD FOR THIS PARTY: Scott A. Dietterick, Esquire Pa. I.D.#55650 Kimberly A. Bonner, Esquire Pa. I.D. #89705 JAMES, SMITH, DIETTERICK & CONNELLY LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 72Z ?2 ? a7ra?? y 4 9-50 -AZE A, c m _ N "? ? Cdt ?1 C?l ? -) CD W IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORRSTOWN BANK, Plaintiff, VS. KADY PROPERTIES, LLC, RYAN J. SILVAGIO and ALL KIND CONSTRUCTION, LLC d/b/a MILLER AND NORFORD, INC., Defendants. CIVIL DIVISION NO.: 2011-139 Civil Term PRAECIPE FOR PARTIAL RELEASE OF JUDGMENT LIEN TO:PROTHONOTARY SIR/MADAM: Please mark the lien of the Confessed Judgment released only as to the real property of Defendant, Kady Properties, LLC, located at 516 Bridge Street, New Cumberland, Pennsylvania 17070, Tax Parcel #25-24-0811-100 and more particularly described as Exhibit "A" attached hereto. DAME, CONN] By: Date: > > Z PA ID #55650 Attorney for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 ALL THAT CERTAIN tract or parcel of land situate, lying and being in the Borough of New Cumberland, County of Cumberland and State of Pennsylvania, same being more particularly bounded and described as follows to wit: BEGINNING at a point on the westerly side of Bridge Street distant fifty (50) feet south of the southwestern corner of Bridge Street and a sixteen (16) foot wide public alley; thence continuing along the said westerly side of Bridge Street, South fifty (50) feet to the dividing line between Lots Nos. 208 and 209; thence in a westerly direction at right angles with the said Bridge Street one hundred seventy-five (175) feet to a public alley; thence in a northerly direction along said last mentioned alley, fifty (50) feet to the dividing line between Lots Nos. 209 and 210; thence in an easterly direction along said last mentioned dividing line, one hundred seventy- five (175) feet to the westerly side of Bridge Street, the point or place of BEGINNING. BEING Lot No. 209 as recorded on the general Plan of Lots of the Borough of New Cumberland, Pennsylvania. HAVING THEREON ERECTED a two and one-half story frame dwelling house and other out buildings, known as 516 Bridge Street. BEING the same premises which Rodney W. Bennage and Amanda M. Bennage, Husband and Wife, by Deed dated September 27, 2007 and recorded on October 9, 2007 in and for Cumberland County, as Instrument Number 200738912, granted and conveyed unto Kady Properties, LLC. Parcel No. 25-24-0811-100 Exhibit "A"