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HomeMy WebLinkAbout12-3998c f IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK k' NO. Ja - 39g? 6? vs. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE ENTRY OF APPEARANCE CONFESSION OF JUDGMENT Pursuant to the authority contained in the Guarantee dated December 15, 1997, a copy of which is attached to the Complaint in Confession of Judgment filed in this action, I appear for the Defendant and confess judgment in favor of Plaintiff, Orrstown Bank, and against Defendant, Robert L. Slagle and Susan DeRemer Slagle, jointly and severally, t"? Principal: 1,637,304.98 Interest as of March 26, 2012: 7,170.70 Loan Admin Fee 400.00 Legal Fees 4,000.00 y. Total 1,649,835.68 'JF 3 C") C.D. --4M --i cn Dilworth Paxson LLP 93666542 By: YA. ay? I Eli beth Goldstein, Esquire Attorney for Defendant yl, •DO P d • "? 46 4 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. vs. -*? ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE r^ W-n COMPLAINT IN CONFESSION OF JUDGMENT _ - ? co a,? Plaintiff files this Complaint pursuant to Pennsylvania Rule of Civil Procedur 95). -< -, for judgment by confession and avers the following: 1. Plaintiff is Orrstown Bank, a bank authorized to do business under the laws of the Commonwealth of Pennsylvania with an office at 77 East King, Shippensburg, Pennsylvania 17257. 2. Defendants are Robert L. Slagle and Susan DeRemer Slagle ("Mr. & Mrs Slagle") individuals with a last known to reside at 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania. 3. Defendants, Mr. and Mrs. Slagle, for good and valuable consideration, made and executed in favor of Plaintiff, Orrstown Bank, a Commercial Guaranty (the "Commercial Guaranty") dated December 29, 2010 whereby Mr. and Mrs. Slagle unconditionally became guarantors to Orrstown Bank, jointly and severally, for what was due and owing, or which thereafter might become due and owing to Plaintiff, Orrstown Bank, by Lightstyles, Ltd. A true and correct copy of said Commercial Guaranty is attached hereto as Exhibit "A" and made a part hereof. 4. Lightstyles, Ltd., for good and valuable consideration, made and executed in favor of Plaintiff, Orrstown Bank, a Promissory Note dated December 15, 1997 in the principal 93666543 T s amount of $200,000. A true and correct copy of said Promissory Note is attached hereto as Exhibit "B" and made a part hereof. 5. The Promissory Note dated December 15, 1997 was subsequently amended on December 29, 2010 pursuant to an agreement entitled First Amendment to Promissory Note (the note, as amended, is hereinafter referred to as the "1997 Note"). A true and correct copy of said the Change in Terms Agreement is attached hereto as Exhibit "C" and made a part hereof. 6. Lightstyles, Ltd. owes Plaintiff Orrstown Bank, the following under the terms of the 1997 Note: Principal: $174,991.24 Interest as of March 26, 2012: 825.59 Loan Admin Fee 200.00 Legal Fees 2,000.00 Total $177,976.83 7. Lightstyles, Ltd., for good and valuable consideration, made and executed in favor of Plaintiff, Orrstown Bank, a Promissory Note dated March 2, 2011 (the "2011 Note") in the principal amount of $1,500,000. A true and correct copy of the 2011 Note is attached hereto as Exhibit "D" and made a part hereof. 8. Lightstyles, Ltd., owes Plaintiff, Orrstown Bank, the following under the terms of said the 2011 Note: Principal: $1,462,313.74 Interest as of March 26, 2012: 6,345.11 Loan Admin Fee 200.00 Legal Fees 2,000.00 Total $1,471,858.85 2 93666543 1 4 9. Defendants, Mr. and Mrs. Slagle, jointly and severally owes Plaintiff, Orrstown Bank, the following under the terms of the Commercial Guaranty: Principal: $1,637,304.98 Interest as of March 26, 2012: 7170.70 Loan Admin Fee 400.00 Legal Fees 4,000.00 Total $1,648,875.68 10. Said guaranty is in default for Defendants' failure to pay principal and interest when due and owing and the amounts set forth above are due. In addition, by virtue of, among other things, the failure to satisfy judgments against Defendants despite notice and an opportunity to cure, the guaranty is in default. To date, the judgment remains unpaid. In addition, the guaranty is in default as obligations of Marvin to Plaintiff for indebtedness have become due or been declared due and have not been paid. 11. Judgment has not previously been entered on the Commercial Guaranty in any jurisdiction. 12. There have been no assignments of said guaranty. 13. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff, Orrstown Bank, demands judgment against Defendants, Robert L. Slagle and Susan Deremer Slagle, jointly and severally, in the amount of $1,649,835.68. 93666543 Dilworth Paxson, LLP By: fAA Eliza eth Goldstein, Esquire Martin J. Weis, Esquire Dilworth Paxson LLP 112 Market St., Suite 800 Harrisburg, PA 17101 (717) 236-4812 3 Exhibit "A" 7 t GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT is made as of DecembervA 2010 by ROBERT L. SLAGLE and SUSAN DEREMER SLAGLE, husband and wife (each, a Guarantor and collectively the "Guarantor"), in favor of ORRSTOWN BANK (the "Lender"). RECITALS All capitalized terms not otherwise defined herein shall have the meanings attributed thereto in the Loan Agreement of even date herewith by and between the hereinafter defined Burrower and the Lender (the "Loan Agreement"). The Lender has made a $200,000 Loan (the " 1997 Loan") to LIGHTSTYLES, LTD. (the "Borrower"), as evidenced by the Borrower's Promissory Note dated December 15, 1997, as amended and supplemented by that certain First Amendment to Promissory Note of even date herewith by and between the Borrower and the Lender (together, the "1997 Note." as the saute may be further Supplemented). The Lender has made a second $200,000 loan (the 2009 Loan") to the Borrower, as evidenced by the Borrower's Promissory Note dated July 29, 2009, as amended and supplemented by a Change in Terms Agreement dated September 29, 2009, by and between Borrower and Lender, as further amended and supplemented by a Second Change in Terms Agreement of even date herewith, by and between Borrower and Lender (together, the "2009 Note," as the saute may be further Supplemented). The Lender has made, or has agreed to make, pursuant to the terms and conditions set forth in Section 3.3 of the Loan Agreement, a $1,500,000 commercial mortgage loan (the "2010 Mortgage Loan"). As referred to herein, each of the 1997 Loan, the 2009 Loan and the 2010 Mortgage Loan is a "Loan" and, collectively, the "Loans", The Guarantor is a shareholder of the Borrower. As an inducement to the Lender to restructure the repayment of the 1997 Loan and the 2009 Doan as provided in the First Amendment to Promissory Note and Second Change in `berms Agreement, respectively; and to make the 2010 Mortgage Loan to the Borrower, the Guarantor has offered to execute and deliver this Agreement to the Lender. AGREEMENTS NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, and intending to be legally bound hereby, the guarantor hereby agrees as follows: n73-1 SECTION 1. Guaranty. The Guarantor hereby irrevocably and unconditionally guarantees to the Lender and agrees to act as surety to the Lender for (a) the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter of the Loans, (b) the full and prompt performance of all of the obligations of the Borrower under the Loan Documents, and (c) the full and prompt payment and performance of any other indebtedness or liability of the Borrower to the Lender, whether direct or indirect, joint or several, absolute or contingent, contemplated or uncontemplated, now existing or hereafter arising (collectively, the "Liabilities"), whether accruing before or after any bankruptcy or insolvency case or proceeding involving the Borrower, any other guarantor, or any other Person, and, if interest on any portion of such obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, including such interest as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agree to pay all expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by the Lender in endeavoring to collect the Liabilities, or any part thereof, and in enforcing this Agreement. In any action or proceeding involving any state corporate law, or an), state or Federal bankruptcy, insolvency, reorganization or any other law affecting the rights of creditors generally, if the obligations of the Guarantor under this Agreern=t would otherwise be held or determined by a final and non-appealable order of a court of competent jurisdiction to be void, invalid or unenforceable, or subordinated to the claims of any other creditors. on account of the amount of its liability tinder this Agreement, then, notwithstanding any other provision hereof to the contrary, the amount of the Guarantor's liability only, without any further action by such Guarantor or any other Person, shall be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding pursuant to such final and non-appealable order. Guarantor agrees that, in the event of the dissolution, bankruptcy or insolvency of Borrower or any other guarantor or the inability or failure of Borrower or any other guarantor to pay its debts as they become due, or an assignment by Borrower or any other guarantor under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Liabilities may not then be due and payable, the Guarantor will pay to the Lender forthwith the full amount which would be payable hereunder by the Guarantor as if all liabilities were then due and payable, This Agreement shall constitute an absolute and unconditional guaranty of payment and performance (and not of collection) and the absolute and unconditional undertaking by the Guarantor with respect to the payment and performance of the Liabilities. This Agreement shall remain in full force and effect (notwithstanding, without limitation, the dissolution of the Guarantor). The liability of the Guarantor hereunder shall be direct and may be enforced without the Lender being required to resort to any other right, remedy or security. -2 I The Lender may, from time to time at its discretion and without notice to the Guarantor, take any or all of the following actions (a) retain or obtain a lien upon or a security interest in any property to secure any of the Liabilities or any obligation hereunder, by the grant thereof from. the Borrower or any guarantor, or other owner thereof; (b) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantor, with respect to any of the Liabilities; (c) extend or renew for one or more periods (regardless of whether longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of the Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Liabilities, (d) release or fail to perfect or maintain perfection of its lien upon or security interest in, or impair, surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (regardless of whether longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (e) upon an Event of Default (hereinafter defined) resort to Guarantor for payment of any of the Liabilities, regardless of whether the Lender shall have resorted to any other Person or any property securing any of the Liabilities or any obligation. hereunder or shall have proceeded against any other obligor primarily or secondarily obligated with respect to any of the Liabilities (all of the actions referred to in this paragraph being hereby expressly waived by Guarantor). SECTION IL Guarantor's Obligation Unconditional. Guarantor's obligations hereunder are independent in respect of any other Person, and the Lender may enforce any of its rights hereunder independently of any other right or remedy that it may at any time hold with respect to the Liabilities or any security or other guaranty therefor; provided that no double recovery of the same amount shall be permitted, Such obligations shall be absolute and unconditional, shall not be subject to any counterclaim, set off, deduction, diminution, abatement, recoupment, suspension, deferm? Cnt, reduction or defense (other than full and strict compliance by the Guarantor with its obligations hereunder), whether based upon any claim that the Borrower or any guarantor, or any other Person may have against the Lender or any other Person or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in anyway affected by, any circumstance or condition whatsoever (whether or not the Guarantor or any other Person shall have any knowledge or notice thereof) including, without limitation: A. any amendment, modification, addition, deletion, supplement or renewal to or of or other change in the Liabilities or any Loan Document or any of the agreements referred to in any thereof, or any other instrument or agreement applicable to any Loan Document or any of the parties to such agreements, or to the Collateral, or any assignment, mortgage or transfer thereof or of any interest therein, or any f nnishing or acceptance of additional security for, guaranty of or right of offset with respect to, any of the Liabilities; or the failure of any security or the failure of the Lender to perfect or insure any interest in any collateral; -3- f B. any failure, omission or delay on the part of the Borrower or any guarantor to conform or comply with any term of any instrument or agreement referred to in clause A above; C. any waiver, consent, extension, indulgence, compromise, release or other action or inaction under or in respect of any instrument, agreement, guaranty, right of offset or security referred to in clause A above or any obligation or liability of the Borrower or any guarantor, or the Lender, or any exercise or non-exercise by the Lender of any right, remedy, power or privilege under or in respect of any such instrument, agreement, guaranty, right of offset or security or any such obligation or liability; D. any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Borrower or any guarantor, the Lender or any other Person or any of their respective properties or creditors, or any action taken by any trustee, receiver or court in any such proceeding; E. any limitation on the liability or obligations of any Person under' any Loan Document, the Liabilities, any collateral security for the Liabilities, any other guaranty of the Liabilities or any discharge, termination, cancellation, frustration,. irregularity, invalidity or unenforceability, in whole or in part, of any of the foregoing or any other agreement; instrument, guaranty or security referred to in clause A above or any term of any thereof; P. any defect in the title, compliance with specifications, conditions, design, operation or fitness for use of, or any damage to or loss or destruction of, or any interruption or cessation in the use of any Collateral by the Borrower, Guarantor or any other Person for any reason whatsoever (including, without limitation, any governmental prohibition or restriction, condemnation., requisition, seizure or any other act on the part of any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof (even though such duration would otherwise constitute a frustration of a lease), whether or not resulting from accident and whether or not without fault on the part of Guarantor or any other Person; G. any merger or consolidation of Borrower into or with any other Person or any sale, lease or transfer of any of the assets of Borrower or any guarantor to any other Person; H. any change in the ownership of any of the shares of capital stock of the Borrower or any structural change in the Borrower; -4- l; any loan to° or ,other transaction between the Lender and Borrower or any guarantor; or i; any other occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, and any other circumstance that might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against the Guarantor. The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all of its assets and properties, notwithstanding any provision of the Loan Documents or any other document or agreement to the contrary. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Liabilities and notice of or proof of reliance by the Lender upon this Agreement or acceptance of this Agreement, and the Liabilities shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Agreement. Guarantor unconditionally waives; to the extent permitted by law: (a) acceptance of this Agreement and proof of reliance by the Lender hereon; (b) notice of any of the matters referred to in cla e through J above, or any right to consent or assent to any thereof, (c) all notices that may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including, without limitation, any demand, presentment, protest, proof or notice of nonpayment under any Loan Document and notice of default or any failure on the part of the Borrower or any guarantor to perform and comply with any covenant, agreement, term or condition of any Loan Document; (d) any right to enforcement, assertion or exercise against the Borrower of any right, power, privilege or remedy conferred in any Loan Document or otherwise; (e) any requirement of diligence on the part of any Person; (f) any requirement of the Lender to take any action whamever, to exhaust any remedies or to mitigate the damages resulting from a default by any Person under any Loan Document; (g) any notice of any sale, transfer or other disposition by any p son of any right under, title to or interest in any Loan Document, or any Collateral; and (h) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge„ release or defense of a guarantor or surety, or that might otherwise limit recourse against such Guarantor. Guarantor agrees that this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of itself or the Borrower or any guarantor, is rescinded or must be otherwise restored by the Lender whether as a result of any proceedings in bankruptcy or reorganization. Guarantor further agrees that, without limiting the generality of this Agreement, if an Event of Default shall have occurred and be continuing and the Lender is prevented by applicable law, from exercising its remedies under the Loan Documents, the Lender shall be -5- entitled to receive hereunder from Guarantor, upon demand therefor, the sums which would have otherwise been due front the Borrower had such remedies been exercised. SECTION III. Waiver of Subrogation. Guarantor hereby irrevocably waives any clairn or other rights, which it may now or hereafter acquire against the Borrower or any guarantor by virtue ofany payments made by Guarantor hereunder. SECTION IV. Reasonableness and Effect of Waivers. Guarantor warrantsand agrees that each of the waivers set forth in the Agreement is made with 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 of such waivers are determined to be contrary to any applicable lave or public policy, such waivers shall be effective only to the maximum extent permitted by law. SECTION V. uresenia.tions and Warrantee of C.ruarantor. As of the date hereof; Guarantor makes the representations and warranties set forth in this Section V to the sender. A. Sui Juri's. The Guarantor is sui juris. B. Authorization: No Conflict. The execution, delivery and perfOrtnance by Guarantor of the Loan Documents to which he is or is to be a party, and the consummation of the transactions contemplated thereby, do not and will not cause or constitute a violation of any provision of law or regulation or result in the creation of any lien, charge or encumbrance upon any of the properties, revenues, or assets of the Guarantor pursuant to, any indenture or other agreement or instrument to which the Guarantor is a party or by which the Guarantor or Guarantor's property may be bound or affected; no authorization, consent, approval (including any exchange control approval), license or other action by, and no notice to or filing or registration with, any governmental authority, agency or regulatory body or any other third party is required for the due execution, delivery and performance by Guarantor of the Loan Documents. ' G, Enforce }bility, etc. Each Loan Document to which the Guarantor is or is to be a party constitutes its legal, valid and binding obligation, enforceable against Guarantor in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and by general equitable principles. D: Litigation. There is no action, proceeding or investigation pending of threatened to which Guarantor is or is to be a party in which Guarantor is challenging or intends to challenge the validity of the Loan Documents or any action taken or to be taken pursuant to the Loan Documents, and there is no action, proceeding or investigation pending or threatened to which Guarantor' is or, is to be a party which, if adversely determined, would have a material adverse effect on (i) the financial condition, operations or business, prospects or property of -6- Guarantor taken as a whole, (ii) the ability of Guarantor to perform Guarantors obligations hereunder or under any other Loan Document to which Guarantor is a party or (iii) the ability of the Lender to enforce this Agreement or any Loan Document. E. Taxes. Guarantor has filed. or caused to be filed all United States Federal and all ottte?rmaterial tax returns that are required to be filed by Guarantor, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessment received by Guarantor to the extent that such taxes have become due and payable except to the extent that taxes due, but unpaid, are being contested in good faith by Guarantor by appropriate action or proceeding and, to the extent (if any) that such taxes are not due and payable, Guarantor has established or caused to be established reserves that are adequate for the payment thereof ill accordance with generally accepted accounting principles:, F, Investment Company Act. Guarantor is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. Cr. Public Utility Holding Company. Guarantor is not subject to regulation as a "holding company," an "affiliate" of a "holding company," or a "subsidiary company" or a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. H. Solvency. The consummation by Guarantor' of the transactions contemplated by the Loan Documents to which Guarantor is, or is to be, a party does not and will not render Guarantor insolvent, nor have the transactions contemplated by the Loan Documents to which Guarantor is, or is to be, a party been entered into by the Guarantor in contemplation of Guarantor's insolvency; the value of Guarantor's assets and properties at fair valuation and at their then present fair salable value is and, after such transactions, -Mll be greater than Guarantor's total liabilities, including contingent liabilities, as they become due; the property remaining in Guarantor's hands was not and will not be an unreasonably small amount of capital. SECTION VI. 1?Yent of Default. The occurrence of any of the following events shall constitute events of default ("Events of Default") under this Agreement and shall entitle the Lender to exercise all rights and remedies provided by applicable laws or otherwise set forth in this Agreement: A.. The occurrence of an Event of Default as defined in any other Loan Document, subject to the giving of such notice and the expiration of such cure period, if any, as may be required therein. B. An Act of Bankruptcy (hereinafter defined) shall occur with respect to Guarantor; provided, however, if a proceeding with respect to an Act of Bankruptcy is filed or commenced against Guarantor, the same shall not constitute an Event of Default if such proceeding is -7- dismissed within ninety (90) day's from the date of such Act of Bankrupted=. The term "Act of Bankruptcy," as used herein, shall mean the filing of a petition in bankruptcy under the United States Bankruptcy Code, I 1 U.S.C. § 101 et, seg., and all future acts supplemental thereto or amendatory thereof, or the commencement of a proceeding under any other applicable law concerning insolvency, reorganization or bankruptcy, by or against the Guarantor. C. A representation or warranty made by Guarantor herein, in any of the other Loan Documents to which Guarantor is a party, if any, or in any certificate, report or opinion (including legal opinions), financial statements or other instrument furnished by or on behalf of Guarantor in connection with this Agreement or the other Loan Documents, is proven to have been incorrect, false or misleading in any material respect. D. Any obligation of Guarantor, whether as principal, Guarantor, surety or other obligor, for the payment of any indebtedness or operating leases, (i) shall become or shall be declared due and payable prior to the expressed maturity thereof, or (ii) shall not be paid when due or within any grace period for the payment thereof, or (iii) any holder of any such obligation shall have the right to declare such obligation due and payable prior to the expressed maturity thereof, E. The occurrence of a default under any other indebtedness awed by Guarantor or any affiliate of Guarantor to the Lender, whether now existing or hereafter created, whether secured or unsecured, subject to the giving of such notice and the expiration of such cure period, if any, as may be required thereunder. SECTION VII. Confession of Judgment. GUARANTOR DOES HEREBY EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE UNITED STAVES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT TO APPEAR FOR THE GUARANTOR AND, WITH OR WITHOUT DECLARATION FILED, CONFESS JUDGMENT AGAINST THE GUARANTOR AND IN FAVOR OF THE LENDER, ITS SUCCESSORS AND ASSIGNS, FOR SUCH SUMS AS SHALL HAVE BECOME DUE UNDER THIS AGREEMENT, BY ACCELERATION OR OTHERWISE, WITH COSTS OF SUIT AND AN ATTORNEYS' COMMISSION FOR COLLECTION, AND FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION THEREON, WITH RELEASE OF ALL ERRORS, AND WITHOUT STAY OF EXECUTION, AND INQUISITION AND EXTENSION UPON AND LEVY ON REAL ESTATE ARE HEREBY EXPRESSLY WAIVED, AND CONDEMNATION AGREED TO, AND EXEMPTION OF ANY AND ALL LAND FROM LEVY OR SALE BY VIRTUE OF ANY EXEMPTION NOW IN FORCE OR WHICH MAY HEREAFTER BE ENACTED IS ALSO EXPRESSLY WAIVED BY THE GUARANTOR. IF A COPY OF THIS AGREEMENT, VERIFIED BY AFFIDAVIT OF THE LENDER; OR SOMEONE ON THE LENDER'S BEHALF, SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL OF THIS AGREEMENT AS A WARRANT OF ATTORNEY`, THE ENTRY OF JUDGMENT UNDER THE FOREGOING WARRANT -8- SHALL NOT EXHAUST THE WARRANT, BUT SUCCESSIVE JUDGMENT$ MAY BE ENTERED THEREUNDER FROM TIME TO TIME AS OFTEN AS AN EVENT OF DEFAULT OCCURS. THE LENDER MAY FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION FOR THE AMOUNT OF ANY JUDGMENT AND COSTS WITHOUT LEAVE OF COURT. GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY LEGAL COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT. GUARANTOR HEREBY FREELY, KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO THIS CONFESSION OF JUDGMENT PROVISION. SECTION VIII, Transfer by the Lender. The Lender may, from time to time, whether before or after any discontinuance of this Agreement, at its sole discretion and without notice to or consent of the Guarantor, assign or transfer any or all of the Liabilities or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Liabilities shall be and remain Liabilities for the purposes of this Agreement, and each and every immediate and successive assignee or transferee of any of the Liabilities or of any interest therein shall, to the extent of such assignee's or transferee's interest in the Liabilities, be entitled to the benefits of this Agreement to the same extent as if such <assignee or transferee were the Lender. SECTION IX. No Waiver by the Lender. No delay in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any other right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Agreement be binding upon the Lender except as expressly set forth in a writing duly signed and delivered on its behalf. No action permitted hereunder shall in any way affect or impair the Lender's rights or guarantor's obligations under this Agreement. For the purposes of the Agreement, Liabilities shall include all of the obligations described in the definition thereof, notwithstanding any right or power of Guarantor or anyone else to assert any claim or defense as to the invalidity Or enforceability of any such obligation, and no such claim or defense shall affect or impair the obligations of Guarantor hereunder. Guarantor's obligations under this Agreement shall be absolute and unconditional irrespective of any circumstance, whatsoever which might constitute a legal or equitable discharge or defense of such Guarantor. Guarantor hereby acknowledges that there are no conditions to the effectiveness of this Agreement. SECTION X. Heirs and Assigns. All obligations under this Agreement shall be binding upon Guarantor and upon Guarantor's heirs and assigns; provided, however, that this provision should not constitute any right of Guarantor to assign Guarantor's rights or obligations under this Agreement or the other Loan Documents. All references herein to Guarantor shall be deemed to include any successor or successors, whether immediate or remote, to such Person. -9- SECTION XI. Seyerability, Wherever possible, each provision of this Agreement-shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Agreement shall be prohibited by or invalid thereunder, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. SECTION XII. Submission to Jurisdiction. Each party hereto may bring suit to enforce any claim arising from or relating to this Agreement or any other Loan Document in any appropriate court in Cumberland County, Pennsylvania at the discretion of the Lender and with respect to any such claim, Guarantor hereby irrevocably: (a) submits to the jurisdiction of such courts; and (b) consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to the Guarantor at its address specified in Schedule I attached hereto and incorporated herein by reference, and agrees that such service, to the fullest extent permitted by law: (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding; and (ii) shall be taken and held to be valid personal service upon and personal delivery to it. Guarantor irrevocably waives, to the fullest extent permitted by law: (A) any claim, or any objection, that it now or hereafter may have. that venue is not proper with respect to any such suit, action or proceeding brought in such a court including, without limitation, any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum; and (B) any claim that Guarantor is not subject to personal jurisdiction or service of process in such forum. Nothing herein contained shall preclude the bender from bringing an action or proceeding in respect hereof in any other state or Federal court within the United States having subject matter jurisdiction with respect to such action and personal jurisdiction over the parties to such action. Guarantor agrees that a final judgment in any action or proceeding in a state or Federal court within the United States may be enforced in any other jurisdiction by suit on the judgment or in any manner provided by law. SECTION XIII. Jury Trial.. GUARANTOR WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY RELATED DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. SECTION XIV. Notices. All notices; demands, requests, consents, approvals, and other instruments hereunder shall be in writing and shall be deemed to have been properly given if given in the manner provided in Loan Agreement to the address specified in Schedule I hereto. -10- SECTION XV. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS A.NDOBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOU'T' REGARD TO PRINCIPLES OF CONFLICT OF LAWS. SECTION XVI. JOINT AND SEVERAL. The Liabilities are the joint and several obligations of Guarantor and each otber guarantor of the Loans. IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed and delivered as of the date first above written. WI ESS: ` . 4-11 (SEAL) lagle dertL. ` (SEAL) Susan DeRemer Slagle SCHEDULE I ADDRESSES 9-mrarxmor Robert L. Slagle Susan DeRemer Slagle 8 Foxfield Court Mechanicsburg, FA 1705:0 Exhibit "B" $ 200, PROM MY NOTF_ Lan _ Dated December 1_5. Debtor Li¢htatyl.es. LTD of 1261 C'lar mnn Road Carlisle. PA ZO13 Data of FOR VALUE RECEIVED AND lM1'EIfIDING TO BE LEGALLY BOUND HEREBIt; the person.orpersoM whosign as debtor below, (each jointly and severany lia bt 1 more than one person and hereinafter referred to as "Debtor"), promises #o pay to the order of ORRSTOWN BANK ("Lender") at any of Lender's branch offices, the Principal sum of TWo hundred th+Ashud and_ 00/100 - - - - - - - - - - - - - Dollars in lawful money of the United States, to be paid asfollok Oa demand, together with accrued interest thou outstanding. Interest ftgt,ft.dekof #tds Note shall accrue on the unpaid Principal belanM hereof at the rate of 1 f 27 per an*im nboxg t h,. and shalt be Maw M'MY as i dw. , l?-urd tlu(, ?dt+asr ewf+ddWorW.tuddC+re ?nggtf lam, t4s NoMr pr ?d+r86g tt?sfpblrt?debe tfUwderw+s?wn+P?YUra?e?sxu'?r udpeaiin oorraec6oo w&h the Pria yroiddsarYlk? tbet aeclarRy trderestslWA be retiaed by [mdiu in camecfiw wM ttia N*. t??IbarWhJN,ulr;t?pr's+i?ra?ltlre++rpoadltiorytl wMwtstsoi§eygi?pr aba,MA1?i?>???i?iortViceae ed u?hkh4?}6 +pd+ih lffie?gtx"t ul t[tWeRtsldiitcttlTetsk wart of?a d obrmFs andIA r awoy, .WAW nofice to vow to hererfrrder or rimer the U 0AW r to 000088 M'dirmeanr?CeioOef?Orr}? tq?r?; soft Iowa wwororidedi" i?4?#?,>? rt?lsadttce><oN?foiuydNlijpererwrpneKffierep+id]`1A?ItL??aaKixaided.. ,M?r?;f9rf ?4sMAxuaeEMgrmdicaimrcesidihe m rrmanMeflnlerksiUinf ifbwedby ,. low, Debtor epeerto M wth Woroed Wrutupw denand. THE PROVISIONS ON THE REVERSE-SIDE ARE PART OFT TE. Debtor- has d*exwuted this Note the day and year first above wri{ten and has hereunto set is ha d'and seal. {ulWoug oomp stcti t?aot,I (C WRA110N aR P tP DEB so, (SEAQ _ WU No" Oct me - I s ale Robert L. Sla de, Pres. t l° 4440 rME SEND NOW I'??f.?Vrf kr!'1 A???A ??T?1119n /f1".:r tnagF? _ ff?e?.?r+tan e.wr.???•a?Y^r.nw- ... ? It dwCked, 0e6(a+p m that 111ft Neia 4 + r6FWM of V* Frominoty Mote dAed es rosy j0duchng e bW U;Wnt due 0 this We bam lies as ft MM Wy :-+?ks..xli? 9+Af?i ?iolh?; o!"We'll?rtl wd iA sroeeetw ift VW'm>kgtt'i "Ooiider, +k the too LATI W- The horrolwer agrees to pay to Sauk, as a late charge not as additional interest, on amount equal to 5% of any paywent or $50.00, which ever is grestex, on any payment not received by the Bank oU or before the 15th calendar day after the date the payment was due. t,ror?? as ?TOar?. r Exhibit "C" F WT Al gNDMENT TO PROMISSORY NOTE #1231820101 THIS FIRST AMENDMENT TO PROMISSORY NOTE (this "First Amendment'') is made as of December 2014, by and between LIOHTSTYLES, LTD. (tbe "Borrower") and ORRSTOWN BANK (the "Bank-). RECITALS Lender made a $2400;000 line of credit loan (the "Loan") to the Borrower as evidenced by the Borrower's Promissory Note dated December 15, 1997 in the stated principal amount of $200,000.00 (the "Note"). The Note provided for payment on de Land with monthly payments' of accrued me St At the Lender's Prime Rate plus one half of one percent (0.50%). The Borrower has requested and. the Lender has agreed to amend the payment and interest rate terms of the Note as set forth in this First Amendment. AGREEMENTS NOW, THEP-EFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto; intending to be legally bound, agree as follows: OgMding.halance. Borrower and Lender hereby acknowledge and agree that the outstanding balance under the Note as of the date of this First Amendment is $200,000.00. 2. I t Vie. The Borrower and the Lender hereby a0mowledge, agree and conf?n that from the date of this First Amendment through December 31, 2015, interest shall accrue on the unpaid principal balance outstanding from time to time at a per annum fixed rate of interest equal to six and onerh&,percent (6.50%) and, thereafter, until all sums 4ue under the Nate, whether principal, interest, charges,, fees or other sums are paid in full, 'interest shall accrue on the unpaid principal balance outstanding from time to time at a per annum variable rate of interest equal to the greater of (i) the Wall Street?rime pus a margin of one percent (1,0001), or (ii) five percent (5.00%) per annum. Wf en, a variable rate of interest is to apply, the rate of interest under this Note shall change automatically, without notice, as and when there has been a change in the Wall Street Journal Prime, The Borrower acknowledges that to the extent interest is to accrue on the outstanding principal balance at a rate based upon the Wall Street Journal Prime, such rate is only one of,the bases used for accruing interest on loans made by the Lender and that by basing the rate of interest under this Note on the 'Null Street Journal Prime, the Lender has not committed to charge; and the Borrower has not in any way bargained for, interest based on a lower rate or the lowest, rate at which the Lender may now, or in the future, make' loans to other borrowers, The Lender's determination of the Wall Street Journal Prime shall be conclusive absent manifest error. 0;l 3. Payment. Borrower will pay the balance of the toan according to the following schedule: eighty-three (83) consecutive monthly installment payments of principal and interest in the amount of $2, 979.07 each beginning January, , 2011, and one final payment on December q 2017 in the amount of all principal and accrued interest not yet paid, together with any other unpaid amounts under the Note, which shall be the final and absolute due date of this Note; provided, however, that if there is a change in the interest rate, the amount of the monthly installments of principal and interest may be adjusted from time to time as determined to be necessary by the Lender in order to assure the repayment of the amounts due hereunder in substantially equal installment payments of principal and interest based upon an agreed upon eighty- four ($4) month amortization. 4. Prepayment. If the Maker prepays the principal amount outstanding under this Note, in whole or in part, at any time during the fixed interest rate period, then a prepayment premium equal to five percent (50l) of the principal amount prepaid shall be paid- by Maker to the Holder together with such prepayment; provided that the preparent premium percentage shall be reduced by one percentage point (1.00%) at each of the first (1 ) throw fifth (5") anniversaries of the date of this Note; and provided further that no prepayment premium will be due on any amount prepaid from infernally gentrated (not borrowed) funds. Any partial prepayment shall be applied to principal in reverse order of maturity and shall not be taken or coed as a substitution for regularly scheduled payments. 5 Default InWst Fate. If an Event of Default occurs under any of the Loan Dowments, and for so long as the went of Default is continUing, the Lender, in the Lender's sole discrcOm and without notice or demand, may raise the rate of interest accruing on the unpaid principal balance to a rate per annum equal to the rate of interest otherwise applicable under the Note plus. five percent (S%), but not more than the maximum rate allowed by law (the "Default Rate" or `Penalty Rate"), independent of whether the Lender elects to accelerate the unpaid principal balance as a resti t of such Event of Default. Such interest shall continue to accrue despite any legal moratorium on payment or any delay in payment ordered or perrnitted by a court assuming jurisdiction. 6. Other Terms. Except as specifically provided in this First Amendment, all other terms and conditions of the Nbte.shalt remain unchanged and in full force and effect. T No, Novation. This First Amendment shall not constitute a novation and shall not extinguish, terminate or impair the Borrower's obligations under- the Note or the obligations of any party-under any other loan documents. 9. Incorporation. The terms and conditions of the Note are incorporated by reference and made a part hereof as if fully set forth herein. In the event of any inconsistencies between this First Amendment and the Note or any other loan documents, the terms and conditions of the Note and the other loan documents shall control, except to the extent expressly modified in finis First Amendment. -2- 7 ? • 9. Binding Agreement. This First Amendment. shall be legally binding upon and shall inure to the benefit of the Borrower and the Lender, and their respective successors and permitted assigns. 10. Choice of Law. This First Amendment shall be governed by the laws of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, the Borrower and the Lender have each caused this First Amendment to be executed as an instrument under seal as of the day and year first written above. BORROWER: ' LIGHTSTYL LTD. L _. V7' By: Roe L. A . gle, resident ATTEST: LENDER: ORRSTOWN BANK (SEAL) Mmdy u ssistant Vice President -3- 0 • Exhibit "D" Carlisle, Pennsylvania March 2, 2011 MORTGAGE MOTE $1,500,000.00 FOR VALUE RECEIVED, the undersigned LIGHTSTYLES, LTD. (the "Maker") promises to pay to the order of ORRSTOWN BANK (the "Lender"), at its offices located at 2965 Philadelphia Avenue, Chambersburg, Pennsylvania 17201, or at such other places as the Lender may from time to time designate, the principal sum of ONE MILLION FIVE ;HUNDRED THOUSAND DOLLARS ($1,500,000.00), lawful money of the United States of America, together with interest thereon payable at the. rate or rates hereinafter specified and any and all other sums which may be owing to the Lender by the Maker pursuant to this Note. The following terms shall apply to this Note: 1. Interest Rate. Commencing on the date of this Note and continuing for a period of five (5) years, interest shall accrue on the unpaid principal balance outstanding from time to time at a fixed per annum rate of interest equal to Six and 501100 percent (6.50%). At the end of such initial fixed rate period, the Lender may, in its sole discretion, quote new fixed rates. If the Lender chooses not to offer another fixed rate, or Maker does not accept any of the quoted fixed rates, then upon the expiration of the initial five (5) year fixed rate period and continuing thereafter until all sums due under this Note, whether principal, interest, charges, fees or other sums are paid in full, interest shall accrue on the unpaid principal balance outstanding from time to time at a per annum variable rate of interest equal to the greater of (i) the Wall Street Journal Prime RLu_s One percent (1.00%), or (ii) Five percent (5.001/6). When a variable rate of interest is to apply, the rate of interest under this Note shall change automatically, without notice, as and when there has been a change in the Wall Street Journal Prime. The Maker acknowledges that to the extent interest is to accrue on the outstanding principal. balance at a rate based upon the Wall Street Journal Prime, such rate is only one of the bases used for accruing interest on loans made by the Lender and that by basing the rate of interest under this Note on the Wall Street Journal Prime, the Lender has not committed to charge, and the Maker has not in any way bargained for, interest based on a lower rate or the lowest rate at which the Lender may now, or in the future, make loans to other borrowers. The Lender's determination of the Wall Street Journal Prime shall be conclusive absent manifest error. 2. Calculation of Interest. Interest accruing for any period shall be calculated by multiplying the unpaid principal balance of this Note by the applicable rate of interest and by multiplying the product thereof by a factor equal to the number of days in such period divided by three hundred sixty (360). 3. Reps, ment. Commencing on April 2, 2011 and continuing on the same day of each month thereafter, Maker shall make two hundred thirty-nine (239) consecutive monthly payments of principal and interest in the amount of Eleven Thousand Two Hundred Sixty-seven and 42/100 Dollars ($11,267.42) each, and one final payment in the amount of the entire unpaid balance of principal and all accrued and unpaid interest and all other sums due and owing under this Note, on March 2, 2031, which shall be the final and absolute due date of this Note (the "Maturity Date"); 8U3?A8.? r provided, however, that if there is a change in the interest rate, the amount of the monthly installment payments of principal and interest may be adjusted from time to time as determined to be necessary by Lender in order to assure the repayment of the amounts due hereunder in substantially equal installment payments of principal and interest based upon an agreed upon two hundred forty (240) month amortization. 4. Late Payment Charge. If any payment due hereunder is received by the Holder more than fifteen (15) calendar days after its due date, the Maker shall pay a late payment charge of five percent (5%) of the amount overdue. 5. Application of Patiments. All payments made hereunder shall be applied first to late payment charges or other sums owed to the Holder, next to accrued interest, and then to principal, or in such other order or proportion as the Holder, in the Holder's sole and absolute discretion, may elect from time to time. 6. Prepayment. If the Maher prepays the principal amount outstanding under this Note, in whole or in part, at any time during a fixed interest rate period, then a prepayment premium equal to five percent (5%) of the principal amount prepaid shall be paid by Maker to the Holder together with such prepayment; provided that the prepayment premium percentage shall be reduced by one percent point (1.00%) at each of the first (1s) through fifth (5' anniversaries of first (1) day of such fixed interest rate period; and provided further that no prepayment premium will be charged on any amount prepaid from internally generated (not borrowed) funds. Subject to Section 5 of this Note, any partial prepayment shall be applied to principal in reverse order of maturity and shall not be taken or construed as a substitution for regularly scheduled payments. 7. Collateral. This Note is secured by that certain Mortgage and Security Agreement of even date herewith, made by Robert L. Slagle and Susan DeRemer Slagle, as Mortgagors, for the benefit of the Lender, encumbering certain real property known as 39691 Hampton 'Lane, North Bethany, Sussex County, Delaware, the provisions of which are incorporated into this Note by reference. 8. Default and Default Interest Rate. In the event of any failure of the Maker to pay any amount due under this Note when the same becomes due and payable, or an Event of Default occurs under any of the Documents, subject to the giving of such notice and the expiration of such cure period, if any, as may be required therein (each an "Event of Default"), and for so long as the Event of Default is continuing, the Holder, in the Holder's sole discretion and without notice or demand, may raise the rate of interest accruing on the unpaid principal balance to a rate per annum equal to the rate of interest otherwise applicable pursuant to Section 1 of this Note plus, five percent (5%), but not more than the maximum rate allowed by law (the "Default Rate" or "Penalty Rate"), independent of whether the Holder elects to accelerate the unpaid principal balance as a result of such Event of Default. Such interest shall continue to accrue despite any legal moratorium on payment or any delay in payment ordered or permitted by any court assuming jurisdiction. 9. :acceleration. Upon an Event of Default, the principal amount outstanding on this Note. together with interest, charges, fees or other sums shall, at the option of the Holder. or as -2- otherwise provided in the Agreement, without notice or demand, become immediately due and payable. 10. Confession of Jud lent. UPON AN EVENT OF DEFAULT (SUBJECT TO THE GIVING OF SUCH NOTICE AND THE EXPIRATION OF SUCH CURE PERIOD, IF ANY, AS MAY BE REQUIRED UNDER THE APPLICABLE LOAN :DOCUMENT), THE MAKER AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE ANY COURT OF RECORD IN THE UNITED STATES TO APPEAR ON BEHALF OF THE MAKER IN ANY COURT IN ONE OR MORE PROCEEDINGS, OR BEFORE ANY CLERK THEREOF OR PROTHONOTARY OR OTHER COURT OFFICIAL, AND TO CONFESS JUDGMENT AGAINST THE MAKER, WITHOUT PRIOR NOTICE OR OPPORTUNITY OF THE MAKER FOR PRIOR HEARING, IN FAVOR OF THE HOLDER OF THIS NOTE IN THE FULL AMOUNT DUE ON THIS NOTE (INCLUDING PRINCIPAL, ACCRUED INTEREST AND ANY AND ALL PENALTIES, FEES AND COSTS) PLUS REASONABLE ATTORNEYS' FEES AND COURT COSTS. THE MAKER WAIVES THE BENEFIT OF ANY AND EVERY STATUTE, ORDINANCE, OR RULE OF COURT WHICH MAY BE LAWFULLY WAIVED CONFERRING UPON THE MAKER ANY RIGHT OR PRIVILEGE OF EXEMPTION, HOMESTEAD RIGHTS, STAY OF EXECUTION OR GARNISHMENT, OR SUPPLEMENTARY PROCEEDINGS, OR OTHER RELIEF FROM THE ENFORCEMENT OR IMMEDIATE ENFORCEMENT OF A JUDGMENT OR RELATED PROCEEDINGS ON A JUDGMENT. IF A COPY OF THIS NOTE, VERIFIED BY AN OFFICIAL OR AN OFFICER OF THE HOLDER, SHALL BE FILED IN ANY PROCEEDING OR ACTION WHEREIN JUDGMENT IS TO BE CONFESSED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL HEREOF AND SUCH VERIFIED COPIES SHALL BE SUFFICIENT WARRANT FOR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MAKER AS PROVIDED HEREIN. JUDGMENT' MAY BE CONFESSED FROM TIME TO TIME UNDER THE AFORESAID POWERS AND NO SINGLE EXERCISE IN THE AFORESAID POWERS TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALT. BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT SUCH EXERCISE SHALL BE HELD BY ANY SUCH COURT TO BE INVALID, VOIDABLE OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME, AND IN THE SAME OR DIFFERENT JURISDICTIONS, AS, AFTER AND AS THE HOLDER SHALL ELECT, UNTIL SUCH TIME AS THE 'HOLDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL SUMS DUE HEREUNDER, TOGETHER WITH INTEREST, COSTS AND FEES. 11. Interest Rate after Judgment. If judgment is entered against Maker on this Note, the amount of the judgment entered (r,,hich may include principal, interest, fees and cosh) shall bear interest at the above described Default Rate, to be determined on the date of the entry of the judgment. 12. Expenses of Collection. Should this Note be referred to an attorney for collection, whether or not judgment has been confessed or suit has been filed, the Maker shall pay all of the 1 • 1 Holder's reasonable costs, fees (including, but not limited to, reasonable attorneys' fees) and expenses resulting from such referral. 13. Subsequent Holders. In the event that any Holder of this Note transfers this Note for value, the Maker agrees that no subsequent Holder of this Note shall be subject to any claims or defenses which the Maker may have against a prior Holder, all of which are waived as to the subsequent Holder, and that all subsequent Holders shall have all of the rights of a Holder in due course with respect to the Maker even though the subsequent Holder may not qualify, under applicable law, absent this paragraph, as a Holder in due course. 14. Holder. As used in this Note, the term Holder shall refer to the Lender, and to any other person, if any, who is in possession of this Note and to whom this Note has been indorsed, whether to order, to bearer or in blank. 15. Waiver of Defects. The Maker hereby waives and releases all errors, defects and imperfections of a procedural nature in any proceedings instituted by the Holder hereunder, as well as all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from garnishment, attachment, levy or sale under execution, or providing; for any stay of execution, exemption from civil process, or extension of time for payment. The Maker agrees that any real estate that may be levied upon pursuant to any writ of execution issued on any judgment by virtue hereof, may be sold, in whole or in part, in any order desired by the Holder. 16. Waiver of Protest. The Maker, and all parties to this Note, whether maker, indorser or guarantor, waive presentment, notice of dishonor and protest. 17. Extensions of Maturity. All parties to this Note, whether maker, indorser or guarantor, agree that the maturity of this Note, or any payment due hereunder, may be extended at any time or from time to time without releasing, discharging or affecting the liability of such party. 18. Notices. Any notice or demand required or permitted by or in connection with this Note shall be given in the manner specified in the Agreement for the giving of notices under the Agreement. Notwithstanding anything to the contrary, all notices and demands for payment from the Holder actually received in writing by the Maker shall be considered to be effective upon the receipt thereof by the Maker regardless of the procedure or method utilized to accomplish delivery thereof to the Maker. 19. Assignability. Subject to the limitations on assignment set forth in Section 11.6 of the Agreement, this Note may be assigned by the Lender or any Holder at any time or from time to time. The Lender or Holder shall notify the Maker, as soon as practicable, of the assignment, but any failure to so notify shall not in any manner affect the obligations of the Maker to make any and all payments required hereunder. 20. Binding Nature. This Note shall inure to the benefit of and be enforceable by the Lender and the Lender's successors and assigns and any other person to whom the Lender may grant -4- M L° an interest in the Maker`s obligations to the Lender, and shall be binding and enforceable against the Maher and the Maker's personal representatives, successors and assigns. 21. Invalidity of any Dart. If any provision or part of any provision of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any ether provisions of this Note and this Note shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality or unenforceability. 22. Choice of Law. This Note shall be governed, construed and interpreted strictly in accordance with the laws of the Commonwealth of Pennsylvania. 23. Capitalized Terms. Capitalized terms, unless otherwise defined herein, shall have the meanings attributed thereto in the Agreement, unless the context clearly requires a different meaning. 24. Jurisdiction. The Maker hereby agrees and consents that any action or proceeding arising out of or brought to enforce the provisions of this Note may be brought in the Court of Common Pleas in Cumberland County, Pennsylvania, at the sole election of the Lender or the Holder, and by the execution of this Note, the Maker irrevocably consents to the jurisdiction of any such court. IN WITNESS WHEREOF, the Maker has executed this Note specifically intending this Note to constitute an instrument under seal. ATTEST: MAKER: LIGHTST TD. X11", (Asst.) Secretary By: (SEAL) o ert L. agle, President -5- 1, ? r COMMONWEALTH OF PENNSYLVANIA : SS COUNTY OF FRANKLIN Bradley Tanguay, being duly sworn according to law, deposes and says that he is Vice President of Onrstown Bank, Plaintiff named herein; that as such he is authorized to take this Affidavit on its behalf; that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of his knowledge, information and belief. Bradley Tanguay Vice President Sworn to and Subscribed before me this day of 201 COMMONWEALTH OF PPWMVAN PA A ' Notarial Seal Christiana R. Timmons, Notary Pubk NV At v 1 UV? Charnbersburg Wo, Franklin County Notary Public My ?mi? bores March 3, 2014 Member, Pennsylvania Association of Notaries 93666541 - - IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO /a -sa'g` &,',J VS. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE ACT 105 OF 2000 NOTICE A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF JUDGMENT PURSUANT TO 42 PA.C.S.A. §2737.1. IF YOU WERE INCORRECTLY IDENTIFIED AS A DEFENDANT IN THE COMPLAINT IN CONFESSION OF JUDGMENT, YOU MAY BE ENTITLED TO COSTS AND REASONABLE ATTORNEY'S FEES AS DETERMINED BY THE COURT. YOU MAY TAKE ACTION TO STRIKE THE JUDGMENT BY FOLLOWING THE PROCEDURE IN RULE 2959 WHICH IS AS FOLLOWS: Pennsylvania Rule of Civil Procedure 2959 - Striking Off Judgment. (a) (1) Relief from a judgment by confession shall be sought by Petition. Except as provided in Subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single Petition. The Petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred, or in any other county in which the Sheriff has received a Writ of Execution directed to the Sheriff to enforce the judgment. (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only: (i) in support of a further request for a stay of execution where the Court has stayed execution despite the timely filing of a Petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule 2973.3. (3) If written notice is served upon the Petitioner pursuant to Rule 2956.1(c)(2) or Rule 2973.1(c), the Petition shall be filed within thirty days after such service. Unless the Defendant can demonstrate that there were compelling reasons for the delay, a Petition not timely filed shall be denied. 93666542 -0- (b) If the Petition states prima facie grounds for relief, the Court shall issue a Rule to Show Cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on or before the return day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are not included in the Petition or Answer; (d) The Petition and the Rule to Show Cause and the Answer shall be served as provided in Rule 440; (e) The Court shall dispose of the Rule on Petition and Answer, and on any testimony, depositions, admissions and other evidence. The Court for cause shown may stay proceedings on the Petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which a jury trial would require the issues to be submitted to the jury, the Court shall open the judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment is pending. (g) (1) A judgment shall not be stricken or opened because of a creditor's failure to provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to follow to strike a judgment or regarding any rights available to an incorrectly identified debtor. (2) Subdivision (g)(1) shall apply to (1) judgments entered prior to the effective date of subdivision (g) which have not been stricken or opened as of the effective date and (2) judgments entered on or after the effective date. DILWORTH PAXSON LLP BY: Eliza eth Goldstein, Esquire Attorney for Plaintiff 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE NO. I .?? - 39f'e NOTICE TO HOLDER OF DOCUMENT CONTAINING PROVISION FOR JUDGMENT BY CONFESSION co N cn -t -1 . You are notified that the Prothonotary of Cumberland County is not permitted to enter judgment on a document containing provision for judgment by confession (other than bonds and warrants of attorney accompanying mortgages) unless the document is accompanied by an affidavit suggested form of which is as follows: PLAINTIFF'S AFFIDAVIT OF DEBTOR'S WAIVER OF RIGHTS COMMONWEALTH OF PENNSYLVANIA: SS COUNTY OF DAUPHIN Elizabeth J. Goldstein, being duly sworn/affirmed according to law, deposes and says that she is attorney for Plaintiff in the above captioned matter; that at the time of the signing of the document containing provision for judgment by confession in the said matter, the corporate defendant (X) (1) Earned more than $10,000 annually, OR () (2) If annual earnings are less than $10,000, did intentionally, understandingly, and voluntarily waive: (a) the right to notice and hearing; (b) the right of defalcation, i.e. the right to reduce or set off a claim by deducting a counterclaim; (c) release of errors; (d) inquest (to ascertain whether rents and profits of defendant's real estate will be sufficient to satisfy the judgment within seven years); (e) stay of execution (if defendant owns real estate in fee simple within the county worth the amount to which the plaintiff is entitled, clear of encumbrances); 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK VS. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE AFFIDAVIT OF BUSINESS OR COMMERCIAL TRANSACTION COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF DAUPHIN Elizabeth J. Goldstein, Esquire, being duly sworn according to law, deposes and says that she is attorney for Plaintiff named herein; that as such she is authorized to take this Affidavit on its behalf, that the facts set forth herein are true and correct to the best of her knowledge, information and belief; and that the facts set forth in the foregoing matter involve a business transaction. Dilworth Paxson LLP By: Z,4jj 4?? Eli eth J. oldstein, Esquire Attorney for Plaintiff Sworn to and Subscribed before me day of _ ?/Z (r7' , 2012. , % -e 1 lA . NotaryPublic COMMONWEALTH OF PENNSYLVANIA Notarial seal Deborah L. Julian, Notary Public Susquehanna Tvwp., Otphin t, 20, County t4 My Comm aln Member. Penn" 81113 ASSOdation of Notaries m Z _ "?1 4n: C.. -*i r_n 'j 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW , ORRSTOWN BANK NO. - 9lj'? C?Lv' VS. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA: SS COUNTY OF DAUPHIN Elizabeth J. Goldstein, Esquire, attorney for Plaintiff, hereby certifies that the above- captioned matter is not an action by a seller, holder or assignee arising out of a retail installment sale, contract, or account. Dilworth Paxson LLP By: ua A i4 Elizabeth J. Goldstein Attorney for Plaintiff Sworn to and Subscribed before me this /J'4-day of j , 2012. Notary ublic COMMONWEAL ! OF PENNSYLVANIA Note{1el S01 p?prah L. 3 1 Wn, NMrY Pink gWquM?MM TMrp, DWIn county ushan a OCL 20, 2014 M4fli h en{s ugcm of Notaries ?C 1 x N 0% cn v d 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. 1,-)--3W9' ,-)-- 3 W9' ad vs. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE CERTIFICATION OF NON-CONSUMER CREDIT TRANSACTION I certify, pursuant to the penalties of 18 Pa.C.S. §4904 (pertaining to unsworn falsification to authorities), that this judgment is not being entered by confession against a natural person in connection with a "consumer credit transaction" as the same is defined in Pa.R.C.P. 2950. Dilworth Paxson LLP By: 7,&." 1?w 11*11, Eliz eth J. Goldstein, Esquire Attorney for Plaintiff Sworn to and Subscribed before me day of ZJk , 2012. Notary ublic COMMONWEALTH OF PENNSYLVANIA Nomdal Seal DdVeh L. Julien, Notary Public su"wwna ., Dauphin county COMMOM M OCt 20, 2014 Mern nl$ M99g4m9n of Notaries C- FE Irf ct, ss 'rt 90 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW I ORRSTOWN BANK NO. > 39ff aetj vs. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE ?Y AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA: COUNTY OF DAUPHIN -< ELIZABETH J. GOLDSTEIN, ESQUIRE, being duly sworn according to law, deposes and says that she is attorney for Plaintiff named herein; that as such she is authorized to take this Affidavit on its behalf; that the facts set forth herein are true and correct to the best of her knowledge, information and belief; that the Defendant's last known address was 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania; that Defendant Susan DeRemer Slagle's last known employment was as president of Marvin Window & Door Showplace, Inc..; that Defendant Susan DeRemer Slagle is over 18 years of age; and not in the Active Military or Naval Service of the United States or its Allies or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940 and its amendments. Dilworth Paxson LLP By: DUX A?o Elizabeth J. Goldstein, Esquire Attorney for Plaintiff Sworn to and Subscribed before me day of , 2012. tary Public COMMONWEALTH OF PENNSYLVANIA Notarial Sal Deborah L. Julian, Notary Public Suequehenne Tg, Dauphin County 93666542 Come ulft rot OCL 20, 2014 MeM n rile AftelOw of Notaries IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. 39f? vs. SUSAN DeREMER SLAGLE and ROBERT L. SLAGLE C AFFIDAVIT OF NON-MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA: _ SS SP ' COUNTY OF DAUPHIN --+ cn Vol ELIZABETH J. GOLDSTEIN, ESQUIRE, being duly sworn according to law, deposes and says that she is attorney for Plaintiff named herein; that as such she is authorized to take this Affidavit on its behalf; that the facts set forth herein are true and correct to the best of her knowledge, information and belief; that the Defendant's last known address was 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania; that Defendant Robert L. Slagle's last known employment was as treasurer of Marvin Window & Door Showplace, Inc..; that Defendant Robert L. Slagle is over 18 years of age; and not in the Active Military or Naval Service of the United States or its Allies or otherwise within the provisions of the Soldiers' and Sailors' Civil Relief Act of Congress of 1940 and its amendments. Dilworth Paxson LLP By: ?k" ),?w Eliza eth J. Goldstein, Esquire Attorney for Plaintiff Sworn to and Subscribed before me day of , 2012. 41 Ck.- N Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Deborah L. Julian, Notary Public Susquehanna TWp., Dauphin County My Commission Upires Oct. 20, 2044 Member. Pennsvlvanla Association of Notaries 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK vs. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE NO. ?a3W9 aoJ CERTIFICATION OF ADDRESSES I hereby certify that the present address of the within named Judgment Creditor is 77 East King Street, P.O. Box 250, Shippensburg, Franklin County, Pennsylvania 17257. I hereby certify that the last known address of the Judgment Debtors was 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania. Dilworth Paxson LLP By: Eliz eth J. Goldstein, Esquire Attorney for Plaintiff c r r? 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. 1 a 399 00 VS. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE ORDER FOR APPEARANCE Kindly enter my appearance for Plaintiff, Orrstown Bank, and enter judgment against Defendant, Robert L. Slagle Dilworth Paxson LLP By: Eliza eth Goldstein, Esquire Attorney for Plaintiff ?c Cn =+ a 93666542 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ORRSTOWN BANK NO. i a 3g q f vs. ROBERT L. SLAGLE and SUSAN DeREMER SLAGLE PENNSYLVANIA RULE OF CIVIL PROCEDURE 236 NOTICE Notice is hereby given that a judgment in the above-captioned matter has been entered against you on 2012. Protho u By: ry If f you have any questions concerning the above, please contact: Elizabeth Goldstein, Esquire Dilworth Paxson LLP 112 Market St., Suite 800 Harrisburg, PA 17101 (717) 236-4812 93666542 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor z F- PC' of fjrllt1s? ?2.JU! 24 Ah: O UMOERL A NL) i'lt YS1' 01 alYllltpf A Orrstown Bank vs. Robert L Slagle (et al.) Case Numb 2012-3998 SHERIFF'S RETURN OF SERVICE 07/13/2012 09:10 PM - Ryan Burgett, Deputy Sheriff, who being duly sworn according to law, states that on July 1 , 2012 at 2110 hours, he served a true copy of the within Complaint in Confession of Judgment and PA Rule of Civil Procedure 236 Notice, upon the within named defendant, to wit: Susan Deremer Slagle, making known unto Robert Slagle, Husband of Defendant at 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to him personally ti said true and correct copy of the same. RYAN BURGETT, 07/13/2012 09:10 PM - Ryan Burgett, Deputy Sheriff, who being duly sworn according to law, states that on July 1; 2012 at 2110 hours, he served a true copy of the within Complaint in Confession of Judgment and PA Rule of Civil Procedure 236 Notice, upon the within named defendant, to wit: Robert L. Slagle, by makii known unto himself personally, at 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to him personally the said true and correct copy of the same. RYAN BURGETT, SHERIFF COST: $54.45 July 17, 2012 SO ANSWERS, R ANDERSON, SHERIFF • Orrstown Bank : IN THE COURT OF COMMON PLEAS v. :CUMBERLAND COUNTY, PENNSYLVANIA Robert L. Slagle and Susan Deremer Slagle : NO. 2012-3998 -■„+ D PRAECIPE TO THE PROTHONOTARY: Please mark the above judgment as satisfied for the property known as 8 Foxfield Court as outlined in the attached Exhibit. Respectfully Submitted; vvvik Martin J. W-", Esquire KeM. on C#, .2s7/66 ___ ,29 7trW MARTIN J. WEIS, ESQUIRE ATTORNEY FOR PLAINTIFF IDENTIFICATION NO. 51379 DILWORTH PAXSON LLP 1500 MARKET STREET, SUITE 3500E PHILADELPHIA, PENNSYLVANIA 19102-2101 (215) 575-7000 ORRSTOWN BANK CUMBERLAND COUNTY COURT OF COMMON PLEAS vs. CIVIL DIVISION ROBERT L. SLAGLE AND SUSAN DEREMER NO. 2012-3998 SLAGLE RELEASE OF LIEN OF JUDGMENT TO THE PROTHONOTARY: Plaintiff in the above-stated action, at the request of Defendant and for and in consideration of the sum of Ten Dollars ($10.00) to us in hand paid by Defendant at the time of execution hereof, the receipt of which is hereby acknowledged, do for ourselves, our successors and assigns, covenant, promise, and agree, to and with the Defendant, their heirs and assigns, by these presents, that we will not at any time hereafter sell or dispose of, attach or levy upon, or claim or demand the premises known as 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania, more fully described in Exhibit "A" attached hereto, with the appurtenances or any part thereof by virtue of the said judgment, so that the said Defendant, their heirs and assigns, shall and may hold the same, free and clear of and from the lien of the said judgment; provided, 11292130_1 however, that nothing herein contained shall invalidate the lien, indebtedness or security of the said judgment upon any other estate of Defendant. Dilworth Paxson LLP Date: Septembe , 2013 By: wy �,�-- Ma rt n J. -' , Esquire Attorney for Plaintiff 2 11292130_1 LEGAL DESCRIPTION ALL THAT CERTAIN tract or parcel of land situate in Silver Spring Township,Cumberland County, Pennsylvania,more particularly bounded and described in accordance with the Major Final Subdivision Plan for The Peninsula(Phase 1),prepared by H.Edward Black&Associates,P.C.,more particularly bounded and described as follows.to wit: BEGINNING at a concrete monument on the western right-of-way line of Foxfield.Court at the dividing line between Lot-110 and Lot-109 on the hereinabove mentioned subdivision plan;thence along said dividing line between Lot-110 and Lot-109,South 73 degrees 46 minutes 42 seconds West,a distance of 629.47 feet to an iron pin along the eastern right-of-way line of Conodoguinet Creek;thence along the eastern right-of- way line of Conodoguinet Creek North 10 degrees 50 minutes 57 seconds West,a distance of 511 feet to an iron pin along potherb lands now or formerly of Sample Bridge Associates;thence along the lands now or formerly of Sample Bridge Associates North 81 degrees 30 minutes 00 seconds East,a distance of 428.30 feet to an iron pin at the dividing line between Lot 108 and Lot 109;thence along said dividing line.between Lot-108 and Lot- 109 South 40 degrees 19 minutes 46 seconds East,a distance of 436.89 feet to a concrete monument along the western right-of-way line of Foxfield.Court;thence along the western right-of-way line of Fox.field Court on a curve to the left having a radius of 50 feet an arc length of 65 feet to a concrete monument at the dividing tine between Lot-109 and Lot-110;the point and place of BEGINNING. CONTAINING 5.9597 acres more or less. BEING LOT-109 on the hereinabove mentioned Subdivision Plan for The Peninsula(Phase 1)as recorded in the Office of the Recorder of Deeds in and for Cumberland County in Plan Book 65 at"Page 28. BEING the sane premises which Sample Bridge Associates by its deed dated January 13, 1994 and recorded on January 24, 1994;in Deed Book"T",Volume 36,Page 772,in the Office of the Recorder of Deeds in and for Cumberland County,Pennsylvania,granted and conveyed unto Robert L.Slagle and Susan D.Slagle, husband and wife,the Borrowers and Mortgagors herein. • •