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HomeMy WebLinkAbout11-3803INTEGRITY BANK, Plaintiff V. LOCUST HILL PARTNERS L.P., DONALD B. POWNELL, MARGARET B. POWNELL, EDWARD C. BOYER, and PENNY C. BOYER, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA C-) c , -n 3 M -- ? rn z Z;o o = F -am CD No. CIVI(Term a X 3 " G ) CDC CIVIL ACTION - LAW 71 . CONFESSION OF JUDGMENT ($1,068,000.00 Loan) Pursuant to the authority contained in the Note and the Suretyship Agreements, as defined in the Complaint filed in the above captioned case and evidenced by Exhibits A & B to said Complaint, we appear for Defendants Locust Hill Partners L.P., Donald B. Pownell, Margaret B. Pownell, Edward C. Boyer and Penny C. Boyer and confess judgment against them in favor of Plaintiff Integrity Bank, as follows: Principal: $1,022,386.57 Accrued Interest: $ 8,569.58 Late Fee: $ 175.01 Attorney's Commission (5% commission): $ 51,119.32 Total: $1,082,250.48* *along with interest from and following April 10, 2011 until paid in full McNEES WALLACE & NURICK LLC Date: April 20, 2011 *61T5o PA AMY Attorneys for Plaintiff Integrity Bank e* 8'788 0 9580'103 Wioe 14" By ../?--- Clayt W. Dav' on PA A orney 1.10. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidsona,mwn.com 1 Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidson(i,mwn.com Attorneys for Plaintiff Integrity Bank INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. LOCUST HILL PARTNERS L.P., DONALD B. POWNELL, MARGARET B. POWNELL, EDWARD C. BOYER, and No. 3 p'0 3 PENNY C. BOYER, Defendants CIVIL ACTION - LAW COMPLAINT FOR CONFESSION OF JUDGMENT ($1,068,000.00 Loan) Plaintiff Integrity Bank, by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa.R.C.P. No. 2951(b) and in support thereof avers the following: 1. Plaintiff Integrity Bank (the "Bank") is a Pennsylvania banking institution doing business at 3345 Market Street, Camp Hill, Pennsylvania 17011. 2. Defendant Locust Hill Partners L.P. ("Locust Hill") is a Pennsylvania limited partnership located at 528 Brom Court, Mechanicsburg, Cumberland County, Pennsylvania 17050. 3. Defendants Donald B. Pownell and Margaret B. Pownell (the "Pownells"), husband and wife, are adult individuals located at 528 Brom Court, Mechanicsburg, Cumberland County, Pennsylvania 17050. 4. Defendants Edward C. Boyer and Penny C. Boyer (the "Boyers"), husband and wife, are adult individuals located at 1941 East Orvilla Road, Hatfield, Pennsylvania 19440. 5. On December 30, 2008, the Bank loaned Locust Hill the sum of $1,068,000.00 (the "Loan") for a business purpose as evidenced by a non-revolving credit note (the "Note") dated the same. Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy of the Note (less any applicable tax identification numbers) along with all applicable amendments thereto. 6. On December 30, 2008, the Pownells and the Boyers (collectively the "Sureties") agreed to act as unconditional sureties for, among other things, the prompt payment of the debts when due under the Note and immediately thereafter they executed commercial suretyship agreements evidencing their obligations to the Bank (the "Suretyship Agreements"). Attached hereto as Exhibit B and incorporated herein by reference are true and correct copies of the Suretyship Agreements (less any applicable tax identification and social security numbers). 7. Locust Hill has defaulted under the Note by failing to make payments when due thereunder. 8. The Sureties have defaulted under the Suretyship Agreements as a result of failing to make payments that were due under the Note. 9. There is no right to cure the defaults under the Note or the Suretyship Agreements. 10. The Note and the Suretyship Agreement provide that upon a default thereunder the Bank may confess judgment against Locust Hill and the Sureties (the "Defendants"). 11. The total sums due and owing by the Defendants under the Note and the Suretyship Agreements as of April 10, 2011 are itemized as follows: Principal: $1,022,386.57 Accrued Interest: $ 8,569.58 Late Fee: $ 175.01 Attorney's Commission (5% commission): $ 51 119.32 Total: $1,082,250.48* *along with interest from and following April 10, 2011 until paid in full (the "Indebtedness") 12. All conditions precedent have been satisfied to allow the Bank to confess judgment for the Indebtedness against the Defendants. 13. The Bank is the holder of the Note and the Suretyship Agreements. 14. The Note and the Suretyship Agreements were executed and delivered in connection with a business transaction and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 15. Judgment has not been confessed or entered under the Note or the Suretyship Agreements in any other jurisdiction. 16. The 5% attorney's fee commission included in the confessed judgment is authorized under the Note and the Suretyship Agreements are being used to calculate a sum certain for purposes of confessing judgment; however, the Bank will only seek and recover its actual and reasonable attorney's fees and costs in this matter in an amount not less than $5,000.00. WHEREFORE, Plaintiff Integrity Bank hereby requests this Court to enter judgment by confession against the Defendants in the amount of $1,082,250.48 as of April 10, 2011 along with interest accruing until paid in full. McNEES WALLACE & NURICK LLC Date: April 20, 2011 By. ? Clayton . avidson PA Atto ey I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidsongmwn.com Attorneys for Plaintiff Integrity Bank ???'?%T ?' prepaid to the addresses appearing in said Bank's records. Borrower intends this to be a sealed instrument and to be legally bound hereby. All issues arising hereunder shall be governed by the law of Pennsylvania. JUDICIAL PROCEEDINGS; WAIVERS. The Borrower hereby irrevocably waives any and all rights the Borrower or any successor or, assign may have to trial by jury in any suit,_ action or proceeding, whether claim or counterclaim, of any nature relating to this Promissory Note, any documents executed with this Promissory Note or any transaction contemplated in any of such documents, or the dealings of the parties with respect thereto. Further, the Borrower hereby irrevocably waives any right it or its successors or assigns may have to claim or recover, in any such suit, action or proceeding, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS PROMISSORY NOTE AND THE BANK WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS PROMISSORY NOTE. COLLECTION COST. In the event this Promissory Note is placed in the hands of an attorney or attorneys for the enforcement of any obligation set forth herein, Borrower agrees to pay, in addition to principal and interest, reasonable costs of collection including reasonable attorneys' fees. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD IN PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND CONFESS JUDGMENT AGAINST BORROWER UPON A DEFAULT UNDER THIS PROMISSORY NOTE FOR ANY AND ALL AMOUNTS UNPAID ON THIS PROMISSORY NOTE, INCLUDING INTEREST THEREON TO DATE OF PAYMENT, TOGETHER WITH AN ATTORNEYS' COMMISSION OF THE GREATER OF FIVE PERCENT (5%) OF SUCH PRINCIPAL AND INTEREST OR $5,000.00 ADDED AS A REASONABLE ATTORNEY'S FEE, AND COSTS OF SUIT, RELEASING ALL ERRORS AND WAIVING ALL RIGHTS OF APPEAL. IF A COPY HEREOF, VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN SUCH PROCEEDING, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OR ATTORNEY. BORROWER HEREBY WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. NO SINGLE EXERCISE OF THIS WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THIS POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE OR VOID, BUT THIS POWER SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS BANK SHALL ELECT UNTIL ALL SUMS DUE HEREUNDER SHALL HAVE BEEN PAID IN FULL. THE BORROWER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL OF THE PROVISIONS OF THIS PROMISSORY NOTE, INCLUDING, BUT NOT LIMITED TO, THE WAIVER OF THE RIGHT TO A JURY TRIAL, THE WAIVER OF THE RIGHT TO PURSUE CERTAIN DAMAGES, AND THE CONFESSION OF JUDGMENT CLAUSE, AND HAS BEEN ADVISED BY COUNSEL AS NECESSARY OR APPROPRMTE. 3 DEFAULT. The occurrence of any of the following events shall constitute a default. Upon such default, the entire balance of principal and interest of this Promissory Note, and all other liabilities of Borrower to the Bank, shall, at the option of the Bank and without notice or demand, become immediately due and payable: (a) failure of Borrower to pay the principal of or interest of any amount due hereunder when due or on demand; (b) failure of Borrower or any Obligor (the term "Obligor" means the Borrower and each and every other maker,_ endorser, guarantor or surety of or for the obligations. under this Promissory Note and the Loan Agreement, and any other party granting a security interest or other lien or encumbrance on any of its property to secure the obligations under the Promissory Note and Loan Agreement)to observe or perform any term, covenant or condition required to be observed or performed by Borrower or any Obligor in or under any agreement(s), instrument(s) or other writing(s) with the Bank or any other lender(s) or creditor(s), relating to indebtedness for borrowed money or otherwise, which failure remains uncured at the expiration of the applicable cure period, if any; (c) failure of Borrower or any Obligor generally to pay its debts as they become due; (d) any material misstatement or breach with respect to any financial statement, representation, warranty, statement or certificate made or furnished by Borrower or any Obligor to Bank in this Promissory Note or any document furnished in connection with this Promissory Note; (e) the issuance of any attachment or execution process against the properties or assets of Borrower or any Obligor; (f) suspension by Borrower or any Obligor of any significant part of its business operations; (g) any final and unappealable judgment(s) shall be obtained against Borrower or any Obligor and such final and unappealable judgment shall have remained undischarged and unstayed for a period of thirty (30) consecutive days; (h) condemnation of any portion of the property of Borrower or any Obligor for which reasonable compensation is not paid or which materially interferes with Borrower's or any Obligor's business operations; or (i) the institution of any proceedings in the nature of bankruptcy or receivership, whether voluntary or involuntary by or on behalf of Borrower or any Obligor. REMEDIES. When an uncured default occurs, the Bank, at its option, upon written notice to and demand on Borrower, may: (a) raise the rate of interest accruing on the unpaid balance of the principal sum of this Promissory Note by four (4) percentage points above the rate of interest otherwise applicable, independent of whether Payee elects to accelerate the unpaid principal balance as a result of such default; and (b) declare immediately due and payable the entire unpaid balance of the principal sum of this Promissory Note with interest accrued thereon. Should an event occur which would, but for the giving of notice or the passage of time or both, constitute a default, the Bank shall thereupon be immediately relieved of any obligation to make any further loans or advances or otherwise extend credit to or for the benefit of the Borrower. Upon the occurrence of a default, the Bank shall have all the rights and remedies with respect to this Promissory Note and all collateral which are provided for by law and all of the rights and remedies set forth in this Promissory Note and in any accompanying instrument or other writing, and the Bank shall have an immediate right of set-off against all liabilities to Borrower including the right of set-off against any and all deposit accounts, which right of set-off shall be in addition to and not in derogation of any right of set-off the Bank may otherwise have by reason of law or agreement. As security for all liabilities of the Borrower to the Bank, the Bank is hereby given and granted a lien on and a security interest in all property of the Borrower now or hereafter in the Bank's possession or secured to the Bank pursuant to a security agreement or mortgage; including, but not limited to any balance or interest in any deposit, trust or agency account; and the Bank shall have all rights to such property as it has by any agreement or by law. In the event that a judgment is obtained on this Promissory Note by legal proceedings, Borrower waives and releases relief from all exemption laws. WAIVER. The Borrower hereby waives presentment for payment, demand, notice of nonpayment, notice of protest and protest of this Promissory Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Promissory Note. The failure by the Bank to exercise any right or remedy shall not be taken to waive the exercise of the same thereafter for the same or any subsequent default. All notices to Borrower shall be adequately given if mailed postage 2 WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby. WITNESS: BORROWER: LOCUST HILL PARTNERS L.P. t/ Address: By: The Pownell Company, LLC Its: G a er By: Donald B. Pownell Its: Managing Member By: Reeb Development Associates, LLC Its: General P By: ame . Reeb Its: Managing Member By: The Boyer Company; LLC Its: General Partner By: ara ti..tWer Its: anaging Member 528 Brom Court, Mechanicsburg PA 17050 4 CONFESSION OF JUDGMENT WAIVER AND NOW, THIS 30"' DAY OF DECEMBER, 2008, THE UNDERSIGNED (HEREINAFTER "GUARANTORS") HAVING EXECUTED A LOAN GUARANTY AND SURETYSHIP AGREEMENT OF EVEN DATE HEREWITH IN FAVOR OF INTEGRITY BANK (HEREINAFTER "LENDER") HEREBY UNDERSTANDS AND AGREES AS FOLLOWS: BY SIGNING THIS WAIVER, GUARANTORS REPRESENT AND WARRANT TO LENDER THAT THEY HAVE BEEN REPRESENTED BY LEGAL COUNSEL WITH REGARDS TO THE REVIEW OF THE PROVISIONS OF THE LOAN GUARANTY AND SURETYSHIP AGREEMENT AND THE EXECUTION OF SAID GUARANTY. BY SIGNING THIS WAIVER, GUARANTORS FURTHER REPRESENT TO LENDER THAT THEY UNDERSTAND THE IMPLICATIONS OF SAID PROVISIONS INCLUDING BUT NOT LIMITED TO THE PROVISION REGARDING CONFESSION OF JUDGMENT. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED FURTHER ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER HEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS HEREOF. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT NOTICE AND A HEARING, FORECLOSE UPON, ATTACH, LEVY OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENT TO LENDERS TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. 9 IN WITNESS WHEREOF, INTENDING TO BE LEGALLY BOUND HEREBY, GUARANTORS HAVE CAUSED THIS WAIVER TO BE EXECUTED AND DELIVERED ON THE DATE FIRST ABOVE WRITTEN. 6.- own dividually r I?r?l? ? vu MakgarlB. Pownell, Individuall 10 WITNESS: CONFESSION OF JUDGMENT WAIVER AND NOW, THIS 30th DAY OF DECEMBER, 2008, THE UNDERSIGNED (HEREINAFTER "GUARANTORS") HAVING EXECUTED A LOAN GUARANTY AND SURETYSHIP AGREEMENT OF EVEN DATE HEREWITH IN FAVOR OF INTEGRITY BANK (HEREINAFTER "LENDER") HEREBY UNDERSTANDS AND AGREES AS FOLLOWS: BY SIGNING THIS WAIVER, GUARANTORS REPRESENT AND WARRANT TO LENDER THAT THEY HAVE BEEN REPRESENTED BY LEGAL COUNSEL WITH REGARDS TO THE REVIEW OF THE PROVISIONS OF THE LOAN GUARANTY AND SURETYSHIP AGREEMENT AND THE EXECUTION OF SAID GUARANTY. BY SIGNING THIS WAIVER, GUARANTORS FURTHER REPRESENT TO LENDER THAT THEY UNDERSTAND THE IMPLICATIONS OF SAID PROVISIONS INCLUDING BUT NOT LIMITED TO THE PROVISION REGARDING CONFESSION OF JUDGMENT. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED FURTHER ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER HEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS HEREOF. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT NOTICE AND A HEARING, FORECLOSE UPON, ATTACH, LEVY OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENT TO LENDERS TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. 9 IN WITNESS WHEREOF, INTENDING TO BE LEGALLY BOUND HEREBY, GUARANTORS HAVE CAUSED THIS WAIVER TO BE EXECUTED AND DELIVERED ON THE DATE FIRST ABOVE WRITTEN. WITNESS: , Individually Julia L. ee , Indivi u 10 CONFESSION OF JUDGMENT WAIVER AND NOW, THIS 29" DAY OF DECEMBER, 2008, THE UNDERSIGNED (HEREINAFTER "GUARANTORS") HAVING EXECUTED A LOAN GUARANTY AND SURETYSHIP AGREEMENT OF EVEN DATE HEREWITH IN FAVOR. OF INTEGRITY BANK (HEREIN.kFTER "LENDER") HEREBY UNDERSTANDS AND AGREES AS FOLLOWS: BY SIGNING THIS WAIVER, GUARANTORS REPRESENT AND WARRANT TO LENDER THAT THEY HAVE BEEN REPRESENTED BY LEGAL COUNSEL WITH REGARDS TO THE REVIEW OF THE PROVISIONS OF THE LOAN GUARANTY AND SURETYSHIP AGREEMENT AND THE EXECUTION OF SAID GUARANTY. BY SIGNING THIS WAITER, GUARANTORS FURTHER REPRESENT TO LENDER THAT THEY UNDERSTAND THE IMPLICATIONS OF SAID PROVISIONS INCLUDING BUT NOT LIMITED TO THE PROVISION REGARDING CONFESSION OF JUDGMENT. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL., THE UNDERSIGNED FURTHER ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER HEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS HEREOF. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT NOTICE AND A HEARING, FORECLOSE UPON, ATTACH, LEVY OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENT TO LENDERS TAIGNG SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE, LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. IN WMIESS WHEREOF, INTENDING TO BE LEGALLY BOUND HEREBY, GUARANTORS HAVE CAUSED THIS WAIVER TO BE EXECUTED AND DELI V'FRED ON THE DATE FIRST ABOVE WRITTEN, WITNESS; 10 EXPLANATION AND WAIVER OF RIGHTS REGARDING CONFESSION OF JUDGMENT 1. On the date hereof, LOCUST HILL PARTNERS L.P., a Pennsylvania limited partnership (the "Obligor") is signing and delivering to INTEGRITY BANK, a Pennsylvania bank (the "Bank") a [X] Non-Revolving Credit Note in the principal sum of One Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00). [ ] Guaranty of Obligations of [ ] Other (as the same may be renewed, modified, amended, extended, restated or replaced, whether one or more, the "Obligation"). The Obligor has been advised by the Bank (and by the Obligor's legal counsel, if applicable) that the Obligation contains a clause that provides that the Bank may confess judgment against the Obligor. The Obligor has read the Obligation and clearly and specifically understands that by signing the Obligation which contains such confession of judgment clause: a. The Obligor is authorizing the Bank to enter a judgment against the Obligor and in favor of the Bank, which will give the Bank a lien upon any real estate which the Obligor may own in any county where the judgment is entered; b. The Obligor is giving up an important right to any notice or opportunity for a hearing before the entry of this judgment on the records of the Court; C. The Obligor is agreeing that the Bank may enter this judgment and understands that the Obligor will be unable to contest the validity of the judgment, should the Bank enter it, unless the Obligor successfully challenges entry of the judgment on procedural grounds through a petition to open or strike the judgment, which will require the Obligor to retain counsel at the Obligor's expense; d. The Obligor is giving up an important right to any notice or opportunity for a hearing before the Bank may request and use the power of the state government to deprive the Obligor of its property pursuant to the judgment by seizing or having the Sheriff or other official seize the Obligor's bank accounts, inventory, equipment, furnishings or any other personal property that the Obligor may own, to satisfy the Obligation; and e. The Obligor may be immediately deprived of the use of any property that is seized by the Bank pursuant to the judgment without notice or a hearing, and the procedural rules of Pennsylvania's court system do not guarantee that the Obligor will receive a prompt hearing after the Obligor's property is seized. 2. The Obligor knows and understands that it is the confession of judgment clause in the Obligation which gives the Bank the rights described in paragraphs (a) through (e) of paragraph 1 above. 3. Fully and completely understanding the rights which are being given up if the Obligor signs the Obligation containing the confession of judgment clause, the Obligor nevertheless freely, knowingly and voluntarily waives said rights and chooses to sign the Obligation. 4. The Obligor acknowledges that the proceeds of the Obligation are to be used for business purposes. 5. If the Obligor is an individual, the Obligor certifies that his/her annual income exceeds $10,000.00. Dated: December 30, 2008 THE OBLIGOR HAS READ THIS EXPLANATION AND WAIVER PRIOR TO SIGNING THE OBLIGATION AND FULLY UNDERSTANDS ITS CONTENT. WITNESS: By: LOCUST HILL PARTNERS L.P. By: The Pownfll Company, LLC Its: GeilerA1Artner A By: "Do a B. Pownell Its: Manajzin2 Member By: Reeb Development Associates, LLC Its: General Partn r 7 eanaging eb 4?. Member By: The Boyer Company, LLC Its: General Part By: E and C. B er Its: Managing Member 2 COMMONWEALTH OF PENNSYLVANIA ) SS. COUNTY OF CUMBERLAND ) On this, the 5S day of December, 2008, before me, the undersigned officer, personally appeared Donald B. Pownell, who acknowledged himself to be Managing Member of THE POWNELL COMPANY, LLC, General Partner of LOCUST HILL PARTNERS L.P., and that he, as such Managing Member authorized to do so, executed the foregoing, for the purposes therein contained by signing the name of the organization by himself as such Managing Member. ial seal. IN WITNESS W-G'ON(IOCc EAt'1•Ni QNl' LA6nd and Y&A F Notarial Seal /I De borah L Brenneman, Notary Public VhJ Camp Hill Boro, Cumberland County My Commission Expires June 18, 2010 otary Public Member, Pennsylvania Association of Notaries COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF CUMBERLAND ) SS. On this, theO day of December, 2008, before me, the undersigned officer, personally appeared James S. Reeb, who acknowledged himself to be Managing Member of REEB DEVELOPMENT ASSOCIATES, LLC, General Partner of LOCUST HILL PARTNERS L.P., and that he, as such Managing Member authorized to do so, executed the foregoing, for the purposes therein contained by signing the name of the organization by himself as such Managing Member. IN WITNESS WHEREOF, I hereunto set my hand and official seal. COMMONWEA1,AH Or PENNBYWANIA Notarial Seal Deborah L Brenneman, Notary Public zM'/-/' (?e At', Camp Hill Boro, Cumberland County t Public my commission Expires June 18, 2010 Member, Pennsylvania Association of Notaries COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF CUMBERLAND ) SS. On this, the Y day of December, 2008, before me, the undersigned officer, personally appeared Edward C. Boyer, who acknowledged himself to be Managing Member of THE BOYER COMPANY, LLC, General Partner of LOCUST HILL PARTNERS L.P., and that he, as such Managing Member authorized to do so, executed the foregoing, for the purposes therein contained by signing the name of the organization by himself as such Managing Member. IN WITNESS WHEREOF, I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA Notarlal Seal N *Public Deborah L Brenneman, Notary Public Camp Hill Boro, Cumberland County My Commission Expires June 18, 2010 Member pPnnsylyania Association of Notaries 3 EXPLANATION AND WAIVER OF RIGHTS REGARDING CONFESSION OF JUDGMENT 1. On the date hereof, DONALD B. POWNELL and MARGARET B. POWNELL (collectively, the "Obligor") is signing and delivering to INTEGRITY BANK, a Pennsylvania bank (the "Bank") a [ ] Non-Revolving Credit Note in the principal sum of One Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00). [X] Guaranty of Obligations of Locust Hill Partners L.P. under a certain $1.068MM Non-Revolving Credit Note and related Loan Documents. [ ] Other (as the same may be renewed, modified, amended, extended, restated or replaced, whether one or more, the "Obligation"). The Obligor has been advised by the Bank (and by the Obligor's legal counsel, if applicable) that the Obligation contains a clause that provides that the Bank may confess judgment against the Obligor. The Obligor has read the Obligation and clearly and specifically understands that by signing the Obligation which contains such confession of judgment clause: a. The Obligor is authorizing the Bank to enter a judgment against the Obligor and in favor of the Bank, which will give the Bank a lien upon any real estate which the Obligor may own in any county where the judgment is entered; b. The Obligor is giving up an important right to any notice or opportunity for a hearing before the entry of this judgment on the records of the Court; C. The Obligor is agreeing that the Bank may enter this judgment and understands that the Obligor will be unable to contest the validity of the judgment, should the Bank enter it, unless the Obligor successfully challenges entry of the judgment on procedural grounds through a petition to open or strike the judgment, which will require the Obligor to retain counsel at the Obligor's expense; d. The Obligor is giving up an important right to any notice or opportunity for a hearing before the Bank may request and use the power of the state government to deprive the Obligor of its property pursuant to the judgment by seizing or having the Sheriff or other official seize the Obligor's bank accounts, inventory, equipment, furnishings or any other personal property that the Obligor may own, to satisfy the Obligation; and e. The Obligor may be immediately deprived of the use of any property that is seized by the Bank pursuant to the judgment without notice or a hearing, and the procedural rules of Pennsylvania's court system do not guarantee that the Obligor will receive a prompt hearing after the Obligor's property is seized. 2. The Obligor knows and understands that it is the confession of judgment clause in the Obligation which gives the Bank the rights described in paragraphs (a) through (e) of paragraph 1 above. 3. Fully and completely understanding the rights which are being given up if the Obligor signs the Obligation containing the confession of judgment clause, the Obligor nevertheless freely, knowingly and voluntarily waives said rights and chooses to sign the Obligation. 4. The Obligor acknowledges that the proceeds of the Obligation are to be used for business purposes. If the Obligor is an individual, the Obligor certifies that his/her annual income exceeds $10,000.00. Dated: December 30, 2008 THE OBLIGOR HAS READ THIS EXPLANATION AND WAIVER PRIOR TO SIGNING THE OBLIGATION AND FULLY UNDERSTANDS ITS CONTENT. WIT Dona d B. P nell, Individually i J a ar . Pownell, dividually M COMMONWEALTH OF PENNSYLVANIA ) : SS. COUNTY OF CUMBERLAND d.•, On the day of December, 2008, before me, the undersigned officer, personally appeared DONALD B. POWNELL and MARGARET B. POWNELL, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. J11A N ary Public y Commission Expires: r OMM- ONWEAL i N OF PENNSYLVANIA Deborah t Brenneman,aNotary Public ? Camp liil( Boro, Cumberland County My Commission Expires June 18, 2010 tAember ?ennsyl?.„nia asseriation of Notaries 2 EXPLANATION AND WAIVER OF RIGHTS REGARDING CONFESSION OF JUDGMENT 1. On the date hereof, JAMES. S. REEB and JULIA L. REEB (collectively, the "Obligor") is signing and delivering to INTEGRITY BANK, a Pennsylvania bank (the "Bank") a [ ] Non-Revolving Credit Note in the principal sum of One Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00). [X] Guaranty of Obligations of Locust Hill Partners L.P. under a certain $1.068MM Non-Revolving Credit Note and related Loan Documents. [ ] Other (as the same may be renewed, modified, amended, extended, restated or replaced, whether one or more, the "Obligation"). The Obligor has been advised by the Bank (and by the Obligor's legal counsel, if applicable) that the Obligation contains a clause that provides that the Bank may confess judgment against the Obligor. The Obligor has read the Obligation and clearly and specifically understands that by signing the Obligation which contains such confession of judgment clause: a. The Obligor is authorizing the Bank to enter a judgment against the Obligor and in favor of the Bank, which will give the Bank a lien upon any real estate which the Obligor may own in any county where the judgment is entered; b. The Obligor is giving up an important right to any notice or opportunity for a hearing before the entry of this judgment on the records of the Court; C. The Obligor is agreeing that the Bank may enter this judgment and understands that the Obligor will be unable to contest the validity of the judgment, should the Bank enter it, unless the Obligor successfully challenges entry of the judgment on procedural grounds through a petition to open or strike the judgment, which will require the Obligor to retain counsel at the Obligor's expense; d. The Obligor is giving up an important right to any notice or opportunity for a hearing before the Bank may request and use the power of the state government to deprive the Obligor of its property pursuant to the judgment by seizing or having the Sheriff or other official seize the Obligor's bank accounts, inventory, equipment, furnishings or any other personal property that the Obligor may own, to satisfy the Obligation; and e. The Obligor may be immediately deprived of the use of any property that is seized by the Bank pursuant to the judgment without notice or a hearing, and the procedural rules of Pennsylvania's court system do not guarantee that the Obligor will receive a prompt hearing after the Obligor's property is seized. 2. The Obligor knows and understands that it is the confession of judgment clause in the Obligation which gives the Bank the rights described in paragraphs (a) through (e) of paragraph 1 above. 3. Fully and completely understanding the rights which are being given up if the Obligor signs the Obligation containing the confession of judgment clause, the Obligor nevertheless freely, knowingly and voluntarily waives said rights and chooses to sign the Obligation. EXPLANATION AND WAIVER OF RIGHTS REGARDING CONFESSION OF JUDGMENT 1. On the date hereof, EDWARD C. BOYER and PENNY C. BOYER (collectively, the "Obligor") is signing and delivering to INTEGRITY BANK, a Pennsylvania bank (the "Bank") a [ ] Non-Revolving Credit Note in the principal sum of One Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00). [X] Guaranty of Obligations of Locust Hill Partners L.P. under a certain $1.068MM Non-Revolving Credit Note and related Loan Documents. [ ] Other (as the same may be renewed, modified, amended, extended, restated or replaced, whether one or more, the "Obligation"). The Obligor has been advised by the Bank (and by the Obligor's legal counsel, if applicable) that the Obligation contains a clause that provides that the Bank may confess judgment against the Obligor. The Obligor has read the Obligation and clearly and specifically understands that by signing the Obligation which contains such confession of judgment clause: a. The Obligor is authorizing the Bank to enter a judgment against the Obligor and in favor of the Bank, which will give the Bank a lien upon any real estate which the Obligor may own in any county where the judgment is entered; b. The Obligor is giving up an important right to any notice or opportunity for a hearing before the entry of this judgment on the records of the Court; C. The Obligor is agreeing that the Bank may enter this judgment and understands that the Obligor will be unable to contest the validity of the judgment, should the Bank enter it, unless the Obligor successfully challenges entry of the judgment on procedural grounds through a petition to open or strike the judgment, which will require the Obligor to retain counsel at the Obligor's expense; d. The Obligor is giving up an important right to any notice or opportunity for a hearing before the Bank may request and use the power of the state government to deprive the Obligor of its property pursuant to the judgment by seizing or having the Sheriff or other official seize the Obligor's bank accounts, inventory, equipment, furnishings or any other personal property that the Obligor may own, to satisfy the Obligation; and e. The Obligor may be immediately deprived of the use of any property that is seized by the Bank pursuant to the judgment without notice or a hearing, and the procedural rules of Pennsylvania's court system do not guarantee that the Obligor will receive a prompt hearing after the Obligor's property is seized. 2. The Obligor knows and understands that it is the confession of judgment clause in the Obligation which gives the Bank the rights described in paragraphs (a) through (e) of paragraph 1 above. 3. Fully and completely understanding the rights which are being given up if the Obligor signs the Obligation containing the confession of judgment clause, the Obligor nevertheless freely, knowingly and voluntarily waives said rights and chooses to sign the Obligation. 1 ?x? ?%? SAIntegrity Bank\Locust Hill Partner0owncll Guaranty.doc LOAN GUARANTY AND SURETYSHIP AGREEMENT THIS LOAN GUARANTY AND SURETYSHIP AGREEMENT given by the undersigned (hereinafter called the "Guarantors") to INTEGRITY BANK (hereinafter called the "Lender") to induce Lender to extend credit to or otherwise become the creditor of LOCUST HILL PARTNERS L.P. (hereinafter called the 'Borrower"). WITNESSETH: WHEREAS, Borrower, has requested Lender to make a loan (the "Loan") to Borrower in the amount of One Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00), under the terms and conditions set forth in that certain Commitment Letter (hereinafter "Commitment Letter") dated December 18, 2008; and WHEREAS, the Loan is being evidenced by a certain Non-Revolving Credit Note (the "Note") in the amount of One Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00); and WHEREAS, the loan is to be secured by, among other security, the Open End Construction Loan Mortgage and Security Agreement (the "Mortgage") executed by Borrower in favor of Lender for the premises known as Lots 2 through 9 at Orebank Road, Dillsburg, Carroll Township, York County, Pennsylvania; and WHEREAS, Lender is willing to make the loan to Borrower only if Guarantors guarantee (i) the full and prompt payment (and not merely the collectibility) of the Note and all amounts to come due under the Note; and (ii) the fill and. prompt performance of the terms of the Note and the Mortgage, both being executed simultaneously herewith. NOW, THEREFORE, in consideration of the foregoing, Guarantors hereby agree as follows: Recitals Incorporated. Guarantors acknowledge and agree that the foregoing recitals constitute a material part of the Guaranty, and the same are expressly incorporated herein by this reference. 2. Obligation of Guarantors. The Guarantors hereby agree (a) to absolutely and unconditionally guarantee to the Lender, its successors and assigns, and become surety to the Lender, its successors and assigns, for the prompt payment to the Lender when due of any and every obligation, in connection with which either as makers, drawers, guarantors or endorsers, or otherwise, whether directly or contingently, the Borrower is now or shall become liable to the Lender, with interest thereon at the rate or rates provided in the obligations guaranteed hereby, until payment in full has been received by Lender, together with costs including but not limited to all attorney's fees, costs and expenses of collection or for the protection, preservation or repair of any real or personal property held as security therefore, and interest thereon, including costs, expenses and attorneys' fees on appeal, incurred by the Lender, in connection with any indebtedness of Borrower guaranteed herein and with any matter covered by this Guaranty; and (b) to become guarantors and sureties for the full, prompt and punctual performance and satisfaction of Borrower's obligations under the Note, Mortgage and any other related Loan Documents; and (c) that this Guaranty and Suretyship shall survive and Guarantor's obligations and liabilities hereunder shall remain unaffected by the dissolution of Borrower whether voluntary or involuntary and/or any transfer or other disposition of Guarantors' interest in Borrower. The specific loan obligation guaranteed hereunder is a Note in the amount of One Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00) together with a Mortgage and any other related Loan Documents. 3. Direct Guaranty. The liability of Guarantors under this Guaranty, shall be primary, direct and immediate not conditional or contingent on pursuit by Lender of any remedies it may have against Borrower or Borrower's successors or assigns, with respect to the Note or other Loan Documents, whether pursuant to the terns thereof or by law. Without limiting the generality of the foregoing, Lender shall not be required to make any demand on Borrower or otherwise pursue or exhaust its remedies against Borrower, before, simultaneously with, or after enforcing its rights and remedies hereunder against Guarantors. Any one or more successive and/or concurrent actions may be brought hereon against Guarantors either in the same action, if any, brought against Borrower, or in a separate action, as often as Lender may deem advisable. 4. Additional Obligations of Guarantors. So long as this Guaranty remains in effect, Guarantors have not, and will not, without Lender's prior written consent, sell, lease, assign, pledge, hypothecate, encumber, transfer or otherwise dispose of all or substantially all of Guarantors' assets. Guarantors agree to remain adequately informed of any facts, events or .circumstances which might in any way effect Guarantors' risks under this Guaranty. Guarantors further agree that Lender shall have no obligation to disclose to Guarantor any information or material relating to Borrower or to Borrower's indebtedness. 5. Tenn of Guaran ty. The liability of the Guarantors are continuing, absolute and shall remain in full force and effect until payment is made of every obligation of the Borrower's now due or hereafter to become due, and until payment is made of any loss or damage incurred by the Lender with respect to any matter covered by this Guaranty and 2 until all other covenants and conditions of the Borrower wider the Note and the Mortgage and any other related Loan Docuuments are fulfilled. 6. Consent to Lender's Acts. The Guarantors consent, without affecting the Guarantors' liability to the Lender hereunder, that the Lender may, without notice to or consent of the Guarantors, with or without consideration and upon such terms as it may deem advisable in its sole discretion: (a) make future advances or additional extensions of credit to the Borrower; (b) extend, in whole or in part, by renewal or otherwise, and for any period or periods, the time of payment of any indebtedness owing by the Borrower to the Lender, or held by the Lender as security for any such obligation; (c) release, surrender, exchange, modify, impair, or extend the period of duration, or the time for performance or payment of any collateral securing any obligation of the Borrower to the Lender; (d) settle or compromise any claim of the Lender against the Borrower, or against any other person, firm or corporation, whose obligation is held by the Lender as collateral security for any obligation of the Borrower to the Lender; and (e) release, in whole or in part, any person primarily or secondarily liable for any indebtedness of Borrower to Lender. The Guarantors, hereby ratify and confirm any such future advance, extension, renewal, release, surrender, exchange, modification, impairment, settlement, or compromise; and all such actions shall be binding upon the Guarantors who hereby waive all defenses, counterclaims, or offsets which the Guarantors might have by reason thereof. 7. Waivers by Guarantors. The Guarantors waive: (a) notice of acceptance of this Guaranty by the Lender; and (b) notice of nonpayment or partial payment under the Note or other Loan Documents or the occurrence of any other Event of Default; and (c) notice of presentment, notice of dishonor, demand for payment, or protest of any of the Borrower's obligations, or the obligation of any person, firm, or corporation, held by the Lender as collateral security for the Borrower's obligation; (d) notice of the failure of any person, firm, or corporation to pay to the Lender any indebtedness held by the Lender as collateral security for any obligation of the Borrower; and (e) all defenses, offsets and counterclaims which the Guarantors may at any time have to any claim of the. Lender against the Borrower. If for any reason the indebtedness or obligations of the Borrower cannot be enforced against Borrower, such fact shall not affect the liability of Guarantors hereunder, but Guarantors shall be liable hereunder as if the indebtedness or obligations had been enforceable against Borrower. Guarantors warrant and agree that each of the waivers set forth above is made with Guarantors' full knowledge of its significance and consequences and that, under the circumstances, such 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. 8. Representations by Guarantors. The Guarantors represent that, (a) at the time of the execution and delivery of this Guaranty nothing exists to impair the effectiveness of the 3 liability of the Guarantors to the Lender hereunder, or the immediate taking effect of this Guaranty as the sole agreement between the Guarantors and the Lender; and (b) Guarantors have examined the Note and the Open End Mortgage and Security Agreement and related Loan Documents and understands the promises, covenants and conditions thereunder; and (c) Guarantors have the full power, authority and legal right to execute and deliver this Guaranty; and (d) this Guaranty and the Guarantors execution, delivery and performance hereunder are not in violation of any laws and will not result in a default under any contract, agreement or instrument to which Guarantors are a party, or by which Guarantors or Guarantors' property may be bound; and (e) Lender has made no representations to Guarantors as to the creditworthiness of Borrower. 9. Additional Guaranty or Guaranties. In the event Guarantors may, in the future, grant one or more additional guaranties of the Note or an additional Note or with respect to the Loan or any amounts due under any other Loan Documents in favor of Lender, the execution of any additional guaranties on the part of Guarantors will not be construed as a cancellation of this Guaranty; its being Guarantor's full intent and agreement that this Guaranty shall remain in full force and effect and shall be cumulative in nature and effect. 10. Remedv of Lender. The Lender may at its option proceed in the first instance against the Guarantors to collect any obligation covered by this Guaranty, without first proceeding against the Borrower, endorsers, or any other persons, firm or corporation, and without first resorting to any property at any time held by the Lender, Borrower or others as collateral or other security. In the event Lender does not proceed first against Guarantors, Guarantors shall be liable for any deficiency in the amount recovered from the Borrower, endorsers, or any other persons, firm or corporation, or from the sale of the property held by the Lender, Borrower or others as collateral or other security. The exercise by Lender of any right conferred upon it in any collateral agreement shall be discretionary with Lender, and the exercise of, or failure to exercise, any such right shall not diminish the obligations of Guarantors hereunder. IN THE EVENT THAT THE NOTE WHICH THE UNDERSIGNED GUARANTEES SHALL FALL INTO DEFAULT, GUARANTORS HEREBY IRREVOCABLY AUTHORIZE AND EMPOWER ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT BY CONFESSION, TO APPEAR FOR GUARANTORS IN SUCH COURT IN AN APPROPRIATE ACTION THERE BROUGHT TO OR TO BE BROUGHT AGAINST GUARANTORS AT THE SUIT OF LENDER ON THE NOTE WHICH THIS AGREEMENT SECURES, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST OTHER LOAN DOCUMENTS (WITH OR WITHOUT ACCELERATION OF MATURITY), 4 INCLUDING ALL COSTS, ATTORNEY'S FEES AND THE ATTORNEY'S COMMISSION PROVIDED FOR IN THE NOTE WHICH THIS DOCUMENT SECURES. FOR SO DOING, THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY TO CONFESS JUDGMENT GRANTED HEREIN SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF BUT MAY BE EXERCISED FROM TIME TO T19E AND AT ANY TIME AS OF ANY TERM AND FOR ANY AMOUNT AUTHORIZED HEREIN. GUARANTORS EXPRESSLY AUTHORIZE THE ENTRY OF REPEATED JUDGMENTS UNDER THIS PARAGRAPH NOTWITHSTANDING ANY PRIOR ENTRY OF JUDGMENT IN THE SAME OR ANY COURT FOR THE SAME OBLIGATION OR ANY PART THEREOF. -A- .&P INITIALS : GUARANTORS ACKNOWLEDGES THAT THEY HAVE BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THE NOTE IN WHICH THIS AGREEMENT SECURES AND HAVE BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION OF THIS GUARANTY AND SURETYSHIP AGREEMENT AND THAT IT UNDERSTANDS THIS PROVISION FOR CONFESSION OF JUDGMENT, AND GUARANTORS HEREBY WAIVE ANY RIGHT TO NOTICE OR HEARING WHICH IT MIGHT OTHERWISE HAVE BEFORE ENTRY OF JUDGMENT. INITIALS: 7* -m AL OUR LEGAL COUNSEL HAS EXPLAINED TO US THAT THE NOTE WHICH THIS AGREEMENT SECURES CONTAINS WORDING THAT WOULD PERMIT INTEGRITY BANK TO ENTER JUDGMENT AGAINST US AT THE COURTHOUSE IF SAID NOTE IS IN DEFAULT, WITHOUT NOTICE TO US AND WITHOUT OFFERING US AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY LEGAL MEANS. IN EXECUTING SAID NOTE, WE ARE KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING OUR RIGHTS TO RESIST THE ENTRY OF JUDGMENT AGAINST US AT THE COURTHOUSE, AND ARE CONSENT TO THE CONFESSION OF JUDGMENT. INITIALS: Abk l I . WAIVER OF JURY TRIAL. GUARANTORS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS GUARANTY. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OR ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY GUARANTORS, AND GUARANTORS HEREBY ACKNOWLEDGE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY AN INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. INITIALS: 12. Guarantors' Waiver of Certain Rights. Guarantors hereby waive any claim, remedy or other right Guarantors may now possess or hereafter acquire against Borrower of any other person arising from, or in any way related to, the existence or performance under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification against Borrower or any other person(s) or any right to participate in any collateral securing Borrower's indebtedness or other obligations to Lender, regardless of whether such claim, remedy, or right arises in equity, under contract, statute, common law or otherwise. 13. Guarantors' Receipt of Payments, If Guarantors should for any reason whatsoever receive any payment(s) from Borrower (or any other guarantor, surety or endorser of the Note of the other Loan Documents) that Borrower (or such a third party) may owe to Guarantors, Guarantors agree to accept such payment(s) in trust for an on behalf of Lender, advising Borrower (or the third party payee) of such fact. Guarantors further unconditionally agrees to immediately deliver any such funds received to Lender, with such funds being held by Guarantor, over any interim period, in trust for Lender. In the event that Guarantors should for any reason whatsoever receive any such fiords from Borrower (or any third party), and Guarantors should deposit such funds in one or more of Guarantor's deposit accounts, no matter where located, Lender shall have the right to attach the amount of funds received fiom Borrower in Guarantors' deposit accounts in which such finds were deposited, whether or not such funds were commingled with other monies of Guarantors, and whether or not such funds then remain on deposit in such an account or accounts. 14. Financial Information. Within 120 of the end of each year during the term of the Note, the Guarantors shall provide annually, both current personal financial statements, in form and content acceptable to Banlc, and current federal income tax returns for each Guarantor. Lender reserves the right to request personal financial statements at more frequent intervals. 15. Modification of Agreement. The whole of this Guaranty is herein set forth and there is no verbal or other written agreement, and no understanding or custom affecting the terms 6 hereof. This Guaranty can be modified only by a written instrument signed by the party to be charged therewith. 16. Construction and Benefit. The Guaranty is delivered and made in, and shall be construed pursuant to the laws of the Commonwealth of Pennsylvania, and is binding jointly and severally upon the Guarantors and their legal representatives, and shall inure to the benefit of the Lender, its successors and assigns. 17. Severabilitv. If any one or more of the provisions contained in this Guaranty for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Guaranty, but this Guaranty shall be construed as if such invalid, illegal or unenforceable provision had never been continued herein or therein. 18. Headings. The captions, headings and titles to sections of this Guaranty are for convenience of reference only, and shall in no way restrict or affect, or be in any way an interpretation of the provisions of any such section of this Guaranty. 19. Expenses of Lender. Guarantors agree to pay reasonable attorney's fees and all other reasonable costs and expenses which may be incurred by Lender in connection with the enforcement of this Guaranty. 20. Interpretation. Whenever the context hereof shall so require the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa. IN WITNESS WHEREOF, the Guarantors intending to be legally bound has signed this Agreement on the 30th day of December, 2008. X, ? ?/ - , '/' 15 d B. ownell, idividua Mar et . Powne , In ividually 7 1a /TTTIM Q C . COMMONWEALTH OF PENNSYLVANIA ) SS. COUNTY OF O.uk? la,J ) On tlus, the y_ day of a , 2008, before me, a Notary Public, the undersigned officer, personally appeared Donald B. Pownell, blown to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acIcnowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official sea]. Notary Public My Commission Expires: COMMONWEALTH OF PENNSYLVANIA ) SS. COUNTY OF04A,6tA CL . - ) COMMoiswgAcm OF PENNSYLVANIA Notarial Seal Deborah L Brenneman, Notary Public Camp Hill Boro, Cumberland County My Commission Expires June 18, 2010 Member Pennsyivanip Association of Notaries On this, the -36 day of b&euJa-ems , 2008, before me, a Notary Public, the undersigned officer, personally appeared Margaret B. Pownell, known tome (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunto set my hand and official seal. COMMONWEr,LTH OF PENNSYLVANIA Notarial Seal Deborah I. Brenneman, Notary Public Notary Public Camp Hill Boro, Cumberland County my commission Expires June 18, 2010 My Conunission Expires: MAmb®r aensvivanie Association of Notaries CONFESSION OF JUDGMENT WAIVER AND NOW, THIS 30`t' DAY OF DECEMBER, 2008, THE UNDERSIGNED (HEREINAFTER "GUARANTORS") HAVING EXECUTED A LOAN GUARANTY AND SURETYSHIP AGREEMENT OF EVEN DATE HEREWITH IN FAVOR OF INTEGRITY BANK (HEREINAFTER "LENDER") HEREBY UNDERSTANDS AND AGREES AS FOLLOWS: BY SIGNING THIS WAIVER, GUARANTORS REPRESENT AND WARRANT TO LENDER THAT THEY HAVE BEEN REPRESENTED BY LEGAL COUNSEL WITH REGARDS TO THE REVIEW OF THE PROVISIONS OF THE LOAN GUARANTY AND SURETYSHIP AGREEMENT AND THE EXECUTION OF SAID GUARANTY. BY SIGNING THIS WAIVER, GUARANTORS FURTHER REPRESENT TO LENDER THAT THEY UNDERSTAND THE IMPLICATIONS OF SAID PROVISIONS INCLUDING BUT NOT LIMITED TO THE PROVISION REGARDING CONFESSION OF JUDGMENT. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED FURTHER ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY CLAIMS THAT MAY BE ASSERTED AGAINST IT BY LENDER HEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS HEREOF. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED ALSO ACKNOWLEDGES AND AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT NOTICE AND A HEARING, FORECLOSE UPON, ATTACH, LEVY OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENT TO LENDERS TAKING SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. 9 IN WITNESS WHEREOF, INTENDING TO BE LEGALLY BOUND HEREBY, GUARANTORS HAVE CAUSED THIS WAIVER TO BE EXECUTED AND DELIVERED ON THE DATE FIRST ABOVE WRITTEN. Doi B464 411y- MaYgarefl& Pownell, Individual] 10 WITNESS: SMnteglity Bank-%ocust 1401 Panneat SnyerQuamnry.doc LOAN GUARANTY AND SURETYSHIP AGREEMENT THIS LOAN GUARANTY AND SIMETYSTIIP AGREEIV3NT given by the undersigned (hereinafter called the "Guarantors") to INTEGRITY BANK (hereinafter called the "Lender") to induce Lender to extend credit to or otherwise become the creditor of LOCUST HILL PARTNERS L.P. (hereinafter called the'BonowerD. NYITNESSETH: WHEREAS, Borrower, has requested Lender to make a loan ((he "Loan") to Borrower in the amount of One Million Sit-ty-Eight Thousand and 00/100 Dollars ($1,068,000.00), tinder the terms and conditions set forth in that certain Commitment Letter (hereinafter "Commitment Letter") dated December 18, 2008; and WHEREAS, the Loan is being evidenced by a certain Non-Revolving Credit Note (the "Note") in the amount of (one Million Sixty-Eight Thousand and 00/100 Dollars ($1,068,000.00); And WHERE, AS, the loan is to be secured by, among other security, the. Open End Construction Loan Mortgage and Security Agreement (the "Mortgage") executed by Borrower in favor of Lender for the premises luiown as Lots 2 through 9 at Orebank Road, Ditlsburg, Carroll Township, York County, Pennsylvania; and WHEREAS, Lender is willing to make the loan to Borrower only if Guarantors guarantee (i) the full and prompt payment (and not merely the collectibility) of the Note and all amounts to carne due under the Note; and (ii) the full and prompt performance of the terms of the l,lote and the Mortgage, both being executed simultaneously herewith. NOW, THEREFORE, in consideration of the foregoing, Guarantors hereby agree as follows: Recitals Incorporated. Gua,,atitors acknowledge and agree that the foregoing recitals constitute n material part of the Guaranty, and the same are expressly incorporated herein by this reference. 2. Obiieation of Guarantors. The Guarantors hereby agree (a) to absolutely and unconditionally guarantee to the Lender, its successors and assigns, and become surety to the Lcnder, its successors and assigns, for the prompt payment to the Lender when due of any and every obligation, in connection with which either as milkers, drawers, guarantors or endorsers, or otherwise, whether directly or contingently, the Borrower is now or shall become liable to the Lender, with interest thereon at the rate or rates provided in the obligations guaranteed hereby, until payment in full has been received by Lender, together with costs including but not limited to all attornev's fees, costs and expenses of collection or for the protection, preservation or repair of any real or personal property held as security therefore, and interest thereon, including costs, expenses and attorneys' fees on appeal, incurred by the Lender, in connection with any indebtedness of Borrower guaranteed herein and with any matter covered by this Guaranty; and (b) to become guarantors and sureties for the full, prompt and punctual performance and satisfaction of Borrower's obligations under the Note, Mortgage and any other related Loan Documents; and (c) that this Guaranty and Suretyship shall survive and Guarantor's obligations and liabilities hereunder shall remain unaffected by the dissolution of Borrower whether voluntary or involuntary and/or any transfer or other disposition of Guarantors' interest in Borrower. The specific loan obligation guaranteed hereunder is a Note in the amount of One Hillion Sixty-Fight Thousand and 00/100 Dollars (S1,068,000.00) together with a Mortgage and any other related Loan Documents. 3. Direct Guaranty. The liability of Guarantors under this Guaranty, shall be primary, direct and immediate not conditional or contingent on pursuit by Lender of any remedies it may have against Borrower or Borrower's successors or assigns, with respect to the !dote or other Loan Documents, whether pursuant to the terms thereof or by law. Without limiting the generality of the foregoing, Lender shall not be required to make any demand on Borrower or otherwise pursue or exhaust its remedies against Borrower, before, simultaneously with, or after enforcing its rights and remedies hereunder against Guarantors. Any one or more successive and/or concurrent actions may be brought hereon against Guarantors either in the same action, if any, brought against Borrower, or in a separate action, as open as Lender may deem advisable, Additional Obheations of Guarantors. So long as this Guaranty remains in effect, Guarantors have not, and will not, without Lender's prior written consent, sell, lease, assign, pledge, hypothecate, encumber, transfer or otherwise dispose of all or substantially all of Guarantors' assets. Guarantors agree to remain adequately informed of any facts, events or circumstances which might in any way effect Guarantors' risks under this Guaranty. Guarantors farther agree that Lender shall have no obligation to disclose to Guarantor any information or material relating to Borrower or to Borrower's indebtedness. Term of Guaranty. The liability of the Guarantors are continuing, absolute and shall re main in full force and effect until payment is made. of every obligation of the Borrower's now due or hereafter to become due, and until payment is made of any loss or damagc incurred by the Lender with respect to any matter covered by this Guaranty and 2 until all other covenants and conditions of the Borrower under the Note and the Mortgage and any other related Loan Documents are Allfilled, Consent to Lender's Acts. The Guarantors consent, without affecting the Guarantors' liability to the Lender hereunder, that the Lender may, without notice to or consent of the Guarantors, with or without consideration and upon such terms as it may deem advisable in its sole discretion: (a) retake future advances or additional extensions of credit to the Borrower, (b) extend, in whole or in part, by renewal or otherwise, and for any period or periods, the time of payment of any indebtedness owing by the Borrower to the Lender, or held by the Lender as security for any such obligation; (c) release, surrender, exchange, modify, impair, or extend the period of duration, or the time for performance or payment of any collateral securing any obligation of the Borrower to the Lender, (d) settle or compromise any claim of the Lender against the Borrower, or against any other person, finn or corporation, whose obligation is held by the Lender as collateral security for any obligation of the Borrower to the Lender; and (e) release, in whole or in part, any person primarily or secondarily liable for any indebtedness of Borrower to Lender. The Guarantors, hereby ratify and confirm any such future advance, extension, renewal, release, surrender, exchange, modification, impairment, settlement, or compromise; and all such actions shall be binding upon the Guarantors who hereby waive all defenses, counterclaims, or offsets which the Guarantors might have by reason thereof: 7. Waivers by Guarantors. The Guarantors waive: (a) notice of acceptance of this Guaranty by the Lender; and (b) notice of nonpayment or partial payment under the Note or other Loan Documents or the occurrence of any other Event of Default; and (c) notice of presentment, notice of dishonor, demand for payment, or protest of any of the Borrower's obligations, or the obligation of any person, firm, or corporation, held by the Lender as collateral security for the Borrower's obligation; (d) notice of the failure of any person, firm, or corporation to pay to the Lender any indebtedness held by the Lender as collateral security for any obligation of the Borrower; and (e) all defenses, offsets and counterclaims which the Guarantors may at any time have to any claim of the Lender against the Borrower. If for any reason the indebtedness or obligations of the Borrower cannot be enforced against Borrower, such fact shall not affect the liability of Guarantors hereunder, but Guarantors shalt he liable hereunder as if the indebtedness or obligations had been enforceable against Borrower. Guarantors warrant and agree that each of the waivers set forth above is made Nvith Guarantors' full knowledge of its significance and consequences and that, under the circumstances, such 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 Ilie extent pen-nitted by law. S. Representations by Guarantors, The Guarantors represent that, (a) at the time of the execution and delivery of this Guaranty nothing exists to impair the effectiveness of the liability of the Guarantors to the Lender hereunder, or the immediate taking effect of this Guaranty as the sole agreement `between the Guarantors and the Lender; and (b) Guarantors have examined the Note and the Open End Mortgage and Security Agreement and related Loan Documents and understands the promises, covenants and conditions thereunder; and (c) t"}uarantors have the full power, authority and legal right to execute and deliver this Guaranty; and (d) this Guaranty and the Guarantors execution, delivery and performance hereunder are not in violation of any laws and will not result in a default under any contract, agreement or instrument to which Guarantors are a party, or by which Guarantors or Guarantors' property may be bound; and (e) Lender has made no representations to Guarantors as to the creditworthiness of Borrower. 9. Additional Guaranty or Guaranties. In the event Guarantors may, in the future, grant one or more additional guaranties of the Note or an additional Note or with respect to the Loan or any amounts due under any other Loan Documents in favor of Lender, the execution of any additional guaranties on the part of Guarantors will not be construed as a cancellation of this Guaranty; its being Guarantor's full intent and agreement that this Guaranty shall remain in Rill force and effect and shall be cumulative in nature and effect. 10. Remedy of Lender, The Lender may at its option proceed in the first instance against the Guarantors to collect any obligation covered by this Guaranty, without first proceeding against the Borrower, endorsers, or any other persons, firm or corporation, and without first resorting to any property at any time held by the Lender, Borrower or others as collateral or other security. In the event Lender does not proceed first against Guarantors, Guarantors shall be liable for any deficiency in the amount recovered from the Borrower, endorsers, or any other persons, firm or corporation, or from the sale of the property held by the Lender, Borrower or others as collateral or other security. The exercise by Lender of any right conferred upon it in any collateral agreement shall be discretionary with Lender, and the exercise of, or failure to exercise, any such right shall not diminish the obligations of Guarantors hereunder. IN THE EVENT THAT T14E NOTE WHICH THE UNDERSIGNED GUARANTEES SHALL FALL INTO DEFAULT, GUARANTORS HEREBY IRREVOCABLY AUTHORIZE AND Elv1POWER ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE CO?viMONIVEALTH OF PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS TIME ENTRY OF JUDGMENT BY CONFESSION, 1'0 APPEAR FOR GUARANTORS IN SUCH COURT IN AN APPROPRIATE ACTION THERE BROUGHT TO OR TO BE BROUGHT AGAINST GUARANTORS AT TIBr SUIT OF LENDER ON THE NOTE WHICH THIS AGREEMENT SECURES, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED AS OF ANY TER1VI OR TTiVIE, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST OTHER LOAN DOCUMENTS (WITH OR WITHOUT ACCELERATION OF NIATURITY), 4 INCLUDING ALL COSTS, ATTORNEYS FEES AND THE ATTORNEY'S COMMISSION PROVIDED FOR IN THE NOTE WHICH THIS DOCUMENT SECURES. FOR SO DOING, THIS AGREEMENT OR A COPT' HEREOF VERIFIED BY AFFIDAVIT SHALT. BE SUFFICIENT WARRANT. THE AUTHORITY TO CONFESS JUDGMENT GRAFTED HEREIN SKILL NOT BE EXHAUSTED BY ANY E)MRCISE THEREOF BUT MAY BE E)MRCISED FROM TIME TO TIME AND AT ANY TIME AS OF ANY TERM AND FOR ANY AMOUNT AUTHORIZED HEREIN. GUARANTORS EXPRESSLY AUTHORIZE THE ENTRY OF REPEATED JUDGMENTS UNDER THIS PARAGRAPH NOTWITHSTANDING ANY PRIOR ENTRY OF JUDGMENT IN THE SAME OR ANY COURT FOR THE SAME OBLIGATION OR ANY PART THEREOF. INITIALS: GUARANTORS ACKNOWLEDG THAT THEY HAVE BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THE NOTE IN WHICH THIS AGREEMENT SECURES AND HAVE BEEN REPRESENTED BY COUNSEL, TN CONNECTION WITH THE EXECUTION OF THIS GUARANTY AND SURETYSHIP AGREEMENT AND THAT IT UNDERSTANDS THIS PROVISION FOR CONFESSION O JUDGMENT, ARID GUARANTORS HEREBY WAIVE ANY RIGHT TO NOTICE OR BEARING WHICH IT MIGHT OTHERWISE HAVE BEFORE ENTRY OF JUDGMENT. INITIALS: OUR LEGAL COUNSEL HAS EXPLAINED TO US THAT THE NOTE WHICH THIS AGREEMENT SECURES CONTAINS WORDING THAT WOULD PERMIT INTEGRITY BANK TO ENTER JUDGMENT AGAINST US AT THE COURTHOUSE IF SAID NOTE IS IN DEFAULT, WITHOUT NOTICE TO US AND WTTIIOUT OFFERING US AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY LEGAL I`'I.EN11S. IN EXECUTING SAID NOTE, WE ARE KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WANING OUR RIGHTS TO RESIST THE ENTRY OF JUDGMENT AGAINST US AT TIME COURTHOUSE, AND ARE CONSENTING TO THE CONFESSION OF JUDGMENT. INITIALS: -p 4- - r I 1 • WAIVER OF TT_TRY TRIAL. GU "TORS HEREBY WANE TRIAL BY JURY IN ANY ACTION OR PROCEBD? G TO ENFORCE THIS GUARANTY. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAI'IIBIt OF TRIAL 13Y JURY OR ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, rNCLUDiNG CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWL74GLY, WILLINGLY AND VOLUNTARILY MADE BY GUARANTORS, AND GUARANTORS HEREBY ACIUNOWLEDGE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY AN INDIVIDUAL TO INDUCE THIS WAIVER OF TRLkL BY JURY OR TO IN ANY WAY MODIFY OF NULLMY ITS EFFECT. INITIALS: 12. Guarantors' Waiver of Certain Rights. Guarantors hereby waive any claim, remedy or other right Guarantors may now possess or hereafter acquire against Borrower of any other person arising from, or in any way related to, the existence or performance under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution; or indemnification against Borrower or any other person(s) or any right to participate in any collateral securing Borrower's indebtedness or other obligations to Lender, regardless of whether such claim, remedy, or right arises in equity, under contract, statute, common law or otherwise. 13. Guarantors' Receipt of Payments. Lf Guarantors should for an), reason whatsoever receive any payment(s) from Borrower (or any other guarantor, surety or endorser of the Note of the other Loan Documents) that Borrower (or such a third party) may owe to Guarantors, Guarantors agree to accept such payment(s) in trust for an on behalf of Lender, advising Borrower (or the third party payee) of such fact. Guarantors fiu-ther unconditionally agrees to immediately deliver any such fiends received to Lender, with such funds being held by Guarantor, over any interim period, in trust for Lender. In the event that Guarantors should for any reason whatsoever receive any such funds from Borrower (or any third pttrly), and Guarantors should deposit such funds in one or more of Guarantor's deposit accounts, no matter where located, Lender shall have the right to attach the amount of funds received from Borrower in Guarantors' deposit accounts in which such funds were deposited, whether or not such funds were commingled with other monies of Guarantors, and whether or not such funds then remain on deposit in such an account or accounts. 1 4. Financial Information. Within 130 of the end of each year during the term of the Note, the Guarantors shall provide annually, both current personal financial statements, in form and content acceptable to Bank, and current federal income tax returns for each Guarantor. Lender reserves the right to request personal financial statements at more frequent intervals. 15. Modification ofAereement. The whole of this Guaranty is herein set forth and there is no verbal or other written agreement, and no understanding or custom affecting the terms 6 hereof. This Guaranty can be modified only by a written instrument signed by the party to be charged therewith. 16. Construction and Benefit. The Guaranty is delivered and made in, and shall be construed pursuant to the laws of the Commonwealth of Pennsylvania, and is binding jointly and severally upon die Guarantors and their legal representatives, and shall inure to the benefit of the Lender, its successors and assigns. 17. Severability, if any one or more of the provisions contained in this Guaranty for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Guaranty, but this Guaranty shall be construed as if such invalid, illegal or unenforceable provision had never been continued herein or therein. IS. Headings. The captions, headings and titles to sections of this Guaranty are for convenience of reference only, and shall in no way restrict or atlect, or be in any way an interpretation of the provisions of any such section of this Guaranty. 1.9. Expenses of Lender. Guarantors agree to pay reasonable attorney's fees and all other reasonable costs and expenses which may be incurred by Lender in connection with the enforcement of this Guaranty. 20. Interpretation. Whenever the context hereof shall so require the singular shall include the plural, the mate gender shall include the female gender and the neuter, and vice vursa. IN WITNESS WHERE, OF, the Guarantors intending to be legally bound has sieved this Agreement on the 29th day of December, 2008. 7 COA41\40NWEALTH OF PENNSYLVANIA COUNTY OFC-i ? I" SS. On this, the 3CI-1- day of 'C?ece %,6t r , 2008, before ine, a Notary Public, the undersigned officer, personally appeared Edward C. Boyer, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and aclcnowledged that lie executed the sarne for the purposes therein contained. IN WITNESS WHEREOF, I herewmto set my hand and official seal. Notary u lic My Commission Expires: 5A1ZG OF Nit/ (.' _ COUNTY OF C-VE- tAA,1 SS. ?-C-O^M--M-O-NWE LTH OF PENNSYLVANIA Notarial Seal I Deborah L Brenneman, Notary Public Camp Hill Boro, Cumbed o a I My Commission Expires,l and County Mwnber Penn`" urre 18, 2010 Q8 Association or Notaries On this, the a?P day of 2008, before me, a Notary Public, the undersigned officer, personally appeared.Penny C. Boyer, lalown to me (or satisfactorily proven) Lo be the person whose name is subscribed to the within instrument and acknowledged that she executed the same for the purposes therein contained, IN WITNESS WHEREOF, l hereunto set my hand and official seal. /ice=R- A- N! Notary is NWO#tlBtlE OFaw,im MY Commission Expires: COMMh t ftIM WW W9 COWESSION OF JUDGMENT WAIVER AND NOW, THIS 29`h DAY OF DECEMBER, 2008; THE UNDERSIGNED (HEREINAFTER "GUA RANTOR T) HAVING EXECUTED A. LOAN GUARANTY AND SURETYSHIP AGREEMENT OF EVEN DATE HEREWITH IN FAVOR OFTNTE CRITY BANK (IEREINA MR "LENDER") HEREBY LINDERSTA:ND'S AND AGREES AS FOLLOWS: BY!SIGNING THIS WAIVER, GUARANTORS REPRESENT AND WARRANT TO LENDER THAT THEY HAVE BEEN REPRESENTED BY LEGAL COUNSEL WITH REGARDS TO THE REVIEW OF TILE PROVISIONS OF THE LOAN GUARANTY AND SURETYSHIP AGREEMENT AND THE EXECUTION OF SAID GUARANTY. BY SIGNING THIS WAIVER, GUARANTORS FURTHER REPRESENT TO LENDER THAT THEY UNDERSTAND THE IMPLICA17IONS OF SAID PROVISIONS INCLUDING BUT NOT LIMITED TO THE PROVISION REGARDING CONFESSION OF JUDGMENT. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED FURTHER ACKNOINTLEDGES AI-4D AGREES THAT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY ENTER JUDGMENT BY CONFESSION AGAINST THE UNDERSIGNED. BEING I;TJLLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY CLAIMS 'T'HAT MAY BE ASSERTED AGAINST IT BY LENDER HEREUNDER BEFORE JUDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST IT BY CONFESSION PURSUANT TO THE TERMS HEREOF. ACTING WITH THE BENEFIT OF REPRESENTATION OF LEGAL COUNSEL, THE UNDERSIGNED ALSO ACICNOWLEDGES AND AGREES TI4AT THIS DOCUMENT CONTAINS PROVISIONS UNDER WHICH LENDER MAY, AFTER ENTRY OF JUDGMENT AND WITHOUT NOTICE AND A HEARING, FORECLOSE UPON, ATTACH, LEVY OR OTHERWISE SEIZE PROPERTY OF THE UNDERSIGNED IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. BEING FULLY AWARE OF ITS RIGHTS AFTER JTDGMENT IS ENTERED, THE UNDERSIGNED HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WANES THESE RIGHTS AND EXPRESSLY AGREES AND CONSENT TO LENDERS TA MIG SUCH ACTIONS AS MAY BE PERMITTED UNDER APPLICABLE LAW WITHOUT PRIOR NOTICE TO THE UNDERSIGNED. IN WITNESS WHERE-OF, iNTENDZIG TO BE LEGALLY BOUND HEREBY, GUARANTORS HAVE CAUSED THIS WAIVER TO BE EXFCUTED AND DELIVERED ON THE DATE FIRST ABOVE WRITTEN, WITNESS: 10 INTEGRITY BANK, Plaintiff v. LOCUST HILL PARTNERS L.P., DONALD B. POWNELL, MARGARET B. POWNELL, EDWARD C. BOYER, and PENNY C. BOYER, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No. 11 - 3SC3 CIVIL ACTION - LAW C ?y3 mta =rn 'tvilTer<3> r= ?CD 3> c-) ?CD AFFIDAVIT OF NON-MILITARY SERVICE - AND LAST-KNOWN ADDRESSES OF DONALD B. POWNELL AND MARGARET B. POWNELL COMMONWEALTH OF PENNSYLVANIA DAUPHIN COUNTY SS. r.,s aa• 0 S# 3 (JI M_ r- -v m :;7 ° o c7 -n F3 CDm V 70 The undersigned, being duly sworn according to law, deposes and says that to the best of my information and belief, Defendants Donald B. Pownell and Margaret B. Pownell are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Service Members Civil Relief Act, f/k/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et seq. The Defendants are over eighteen (18) years of age and were last known residing at 528 Brom Court, Mechanicsburg, Pennsylvania 17050. d, 4. 0 /4- Z, ?- I Tz-??- Clayton . David 710, Y?- SWORN and subscribed to before me this ;?o day of April, 2011. ota Public My Commission Expires (SEAL) CQ14 1MW Tj OF PENNSYLVANIA NOW111 seal J fNR@ M. alnley, Notary Pubk CRY dt Hiftirburp, Daww G=*/ My won ft Am Dec 11, 2013 INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. LOCUST HILL PARTNERS L.P., DONALD B. POWNELL, n MARGARET B. POWNELL, No. lei vi TG tMc -, EDWARD C. BOYER, and c N =3 `9 PENNY C. BOYER, X = s Defendants :CIVIL ACTION -LAW ' C ) 7 AFFIDAVIT OF NON-MILITARY SERVICE z a . AND LAST-KNOWN ADDRESSES OF b ? Ma EDWARD C. BOYER AND PENNY C. BOYER o COMMONWEALTH OF PENNSYLVANIA SS. DAUPHIN COUNTY The undersigned, being duly sworn according to law, deposes and says that to the best of my information and belief, Defendants Edward C. Boyer and Penny C. Boyer are not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Service Members Civil Relief Act, f/k/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et seq. The Defendants are over eighteen (18) years of age and were last known residing at 1941 East Orvilla Road, Hatfield, Pennsylvania 19440. Clayto . Davit son SWORN and subscribed to Tiore me thisiDd y of April, 2011. otar Public My Commission Expires (SEAL) COMMONWEALTH OF PENNSYLVAIQA NotarW Seal losepwrw M. BMW, Notary Pwft aty of Harrisburg, Dauphin ommw MY CAmmFS M Ow-1 2013 INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. LOCUST HILL PARTNERS L.P., DONALD B. POWNELL, MARGARET B. POWNELL, EDWARD C. BOYER, and PENNY C. BOYER, Defendants :No. It - 3803 O-iVil-Fem CIVIL ACTION - LAW CERTIFICATE OF RESIDENCE I, Clayton W. Davidson, hereby certify the following addresses for the Defendants as follows: r71 c ? Locust Hill Partners L.P. ? p. tX-n 528 Brom Court s -vim Mechanicsburg, Pennsylvania 17050 3 a°I Donald B. Pownell & Margaret B. Pownell :Y}c- -,Z-- 528 Brom Court -- Mechanicsburg, Pennsylvania 17050 Edward C. Boyer & Penny C. Boyer 1941 East Orvilla Road Hatfield, Pennsylvania 19440 McNEES WALLACE & NURICK LLC Date: April 20, 2011 By_ ,?L-- if, Integrity Bank Attorneysfor Plaint Clayto .David n PA A orney I.D. o. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 260-1678 (Direct Fax) (717) 232-8000 (Phone) cdavidsona,mwn.com INTEGRITY BANK, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. LOCUST HILL PARTNERS L.P., DONALD B. POWNELL, MARGARET B. POWNELL, EDWARD C. BOYER, and PENNY C. BOYER, Defendants No. «-.ND3 ai v i i Ierw- CIVIL ACTION -LAW NOTICE OF ENTRY OF JUDGMENT ($1,068,000.00 Loan) TO: Locust Hill Parnters L.P. 528 Brom Court Mechanicsburg, Pennsylvania 17050 Donald B. Pownell & Margaret B. Pownell 528 Brom Court Mechanicsburg, Pennsylvania 17050 Edward C. Boyer & Penny C. Boyer 1941 East Orvilla Road Hatfield, Pennsylvania 19440 You are hereby notified that on April , 2011 a judgment by confession was entered against each of you in the above-captioned case in favor of Integrity Bank as follows: Principal: $1,022,386.57 Accrued Interest: $ 8,569.58 Late Fee: $ 175.01 Attorney's Commission (5% commission): $ 51 119.32 Total: $1,082,250.48* *along with interest from and following April 10, 2011 until paid in full DATE: PROP ONO ARY