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HomeMy WebLinkAbout12-66094- Christopher E. Rice, Esquire Attorney L D. No. 90916 Seth "1~. Mosebey, Esquire Attorney LD. No. 203046 MAR'TSON LAW OFFICES 10 Fast High Street Carlisle, PA 17013 (717)243-3341 Attorneys for Plaintiff MEMBERS FEDERAL CREDIT : IN THE COURT OF COMMON PLLAS OF UNION. :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. NO. 2012 - GGd~ CONSTRUCTION SERVICES UNLIMITED, LLC, and ;FAMES R. LINN, Defendants NOTICE OF ENTRY OF JUDGMEN'C_ PURSUANT TO PA. R.C.P. NO. 236 "To: Construction Services Unlimited, LLC 1366 Kiner Boulevard Carlisle, PA 17015 CIVIL `T'ERM You are hereby notified that on -2~ ~-Oi.2, judgment by confession was _ -~ entered against you in the above-captioned case in favor of Members 1~` Federal t='redit Union as follows: Principal $ 89,G38.93 Late Fees $ 50.00 Interest (through 9/8/2012) $ 1,464.74 Costs of Suit (estimated) $ 500.00 Attorney Fees $ 8,G93.89 Total: ~ 100,947.56* *Plus interest per diem at $9.24, along with additional costs and fees inct.irred, until paid in full. Date: ---- U ~~r~rlt ~~~ Prothonotary Christopher E. Rice, Esquire Attorney I.D. No. 90916 Seth T. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS-FEDERAL CREDIT : IN THE COURT OF COMMON PLEAS OF i1N1C)N. :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. CONSTRUCTION SERVICES UNLIMITED, LLC, and ,IAMF.S R. LINK, Defendants NO. 2012 - ~i66~' C1VIL ~I~F.RM NOTICE OF ENTRY OF JUDGMENT_ PURSUANT TO PA. R.C.P. N0.236 fo: James R. Linn 1366 Kiner Boulevard Carlisle, PA 17015 You are hereby notified that on _ Q.c'I- ~-S ~/°~- ,Judgment by confession was entered against you in the above-captioned case in favor of Members 1~` Federal (`redit Union as follows: Principal $ 89,938.93 Late Fees $ 50.00 Interest (through 9/8/2012) $ 1,464.74 Costs of Suit (estimated) $ 500.00 Attorney Fees $ 8,993.89 Total: $100,947.56 * Plus interest per diem at $9.24, along with additional costs and fees incurred, until paid in full. Date: Q ~ r,2 ~~-2- _ Pro " ~ ~ " C ~~ 16 222.a>m ccnfl wpd F PILES (bent; '~ .~l70 Members) sP~l Id70 CurrentA11470.222 Construction Services Linn~I 14 Esquire Christopher E. Rice " ~~ ~"" o ~.{ ~_-n , Attorney I D No 90916 zr'' ~ - ~`~ . . . , . ~ ~, n Seth "I'. Mosebey, Esquire ~n~' Ev ~`~ Attorney I.D. No. 203046 ~'w ~'~ MARTSON LAW C-FFICES `~~"' ~"" ~ --., ~=~_;} ~ IO East High Street ~--~~~' c~~ ' ~ Carlisle. PA 17013 ~'~~. ~ ~i ~ (717)43-3341 =~ ~ ., ~~~ _4 Attorneys for Plaintiff MEMBERS l sT FEDERAL CREDIT l NION. Plaintiff v. CONSTRUCTION SERVICES UNLIMITED, LLC, and JAMES R. LINN, Defendants CONFESSION OF JUDGMENT Pursuant to the authority contained in the Credit Agreemer,~t and Commercial Guaranty attached as Exhibits "A" and "E" to the Complaint filed in the above-captioned case, we appear for Defendants Construction Services Unlimited, LLC, and James R. Linn .and confess judgment in favor of Members 1 s' Federal Credit Union against Construction Services unlimited, LLC'_ and James R. Linn as oI~ September 8, 2012, as follows: IN THE COURT OF COMMON PLEAS OF :CUMBERLAND COUNTY, PENI~ISYL.VANIA NO. 2012 - (6D `T CIVIL, BERM Principal $ 89,938.93 Late :Fees $ 50.00 Interest (through 9/8/2012) $ 1,464.74 Costs of Suit (estimated) $ 500.00 Attorney Fees $ 8,993.89 Total: $100,947.56' *Plus interest per diem at $9.24, along with additional costs and fees incurred, until paid in full. Respectfully submitted: MARTSO~N LAV~~ OFFICES By Christopher E. Rice, Esq Attorney LD. No. 90916 Seth ~'~f. Mosebey, Esquire Attorney I.D. No. !03046 10 East High Street Carlisle, PA 17013 (717) 243-3341 x~~~ ~a~ ~~ ~3 ~( ~d.~ a 3 rU ~~~~`~5 ~-G3~~ "3 ~ N ~ ~^, r` ..~ 3. Q n,.a ~ r .m~.. ~ O ~ ('_' ~ Christopher E. Rice, Esquire ~ <~' N ~ t~ ~ , Attorney I.D. No. 9C1916 ~. --+c~ Seth "t. Mosebey, Esquire ~ ~ ~?t Attorney I.D. No. 2C13046 =~=c' ~~ MARTSON LAW OFFICES y' 10 East I-Iigh Street ~~ w ;~, Carlisle, PA 17013 {717) 243-3341 Attorneys for Plaintiff MEMBERS 1~ FEDERAL CREDIT : IN THE COURT OF COMMON Pf,EAS OF UNION. :CUMBERLAND COUNTY, PENNSYLVAN IA Plaintiff v. NO. 2012 - ~~ ~ ~ CIVIL TERM CONSTRUCTION SERVICES UNLIMITED, LLC. and .TAMES R. LINN, Defendants COMPLAINT FOR CONFESSION OF JUDiGMENT Members 151 Federal Credit Union, by and through its undersigned counsel, herehy tiles this Complaint for Confession of Judgment pursuant to Pa. R.C.P. Rule 2951 et seq... and in support thereof, avers the fo:~llowing: Plaintiff, Members 1S1 Federal Credit Union, ("Plaintiff') is a federally chartered credit union located at 5000 Louise Drive, Mechanicsburg, Pennsylvania 17055. 2. Defendant Construction Services Unlimited. LLC, is a Pennsylvania limited liability company with a registered office address of 1366 Kiner Boulevard. Carlisle, Penns~~°lvania 17015. 3. Defendant James R. Linn is an adult individual with a last known address of 1366 Kiner Boulevard, Carlisle, Pennsylvania 17015. 4. On Nlay 7, 2007, Defendant Construction Services Unliimited, LLC, e:~ecuted various loan doctiunents, including a Credit Agreement and Disclosure ('`Credit Agreemenf'~T in the principal amount oi~ $30,000.00, in favor of Plaintiff and, among other things, agreed to make 35 monthly payments consisting of finance charges and one balloon payment on or before April 30, 2010, in satisfaction of the principal balance. A true and correct copy of the is attached hereto and incorporated herein as Lxhibit "A." 5. I3.v virtue of two Credit Agreement and Disclosure Change in Terms Agreements entered into between Plaintiff and Defendant Construction Services Unllimited, LLC, the line of credit established by the Credit Agreement was increased to $90,000.00. True and correct copies of the Credit Agreement and Disclosure Change in Terms Agreements are attached hereto ar~~d incorporated herein as Exhibit '`B." 6. Inconsideration for the Credit Agreement, John Linn and Anna Mae Linn, executed an Open-I;nd Mortgage in favor of Plaintiff encumbering the real property located at 1370 Kiner Road, Carlisle, Pennsylvania ("Mortgage"). A true and correct cope of the Mortgage is attached hereto as Exhibit ``C" and is incorporated herein by reference. 7. On October 10, 2007, John Linn and Anna Mae Linn executed a :Modification of Mortgage increasing, the amount secured by the Mortgage to $90,000.00. A true and correct copy of the Modification of Mortgage is attached hereto and incorporated herein as Exhibit "D." 8. On Niay 7, 2007, Defendant James R. Linn executed a Commercial Guaranty ("the Guaranty") and agreed to, among other things, guarantee full payment and satisfaction of all of Defendant Construction Services Unlimited, LLC's indebtedness to Plaintiff. A true and correct: copy of 1.he Guaranty is attached hereto as Exhibit ``F_,"and is incorporated herein b~.• reference. ~. Defendant Construction Services Unlimited, LLC, has defaulted under the Credit Agreement, by and including, but not limited to, allowing a material adverse change in its i~inancial condition. and failing to make payments as required under the Credit Agreement (~:ollectively the `Events of Default"1 0 The Credit Agreement and Guaranty provide that Plaintiff, after any of the Events of Default have occurred, may confess judgment against Defendants Construction Services Unlimited, I,LC, and .lames R. C,inn for all sums due and owing thereunder. 1 1 The total sum due and owing under the Credit Agreement as of September 8, 2012, is itemized as follows: Principal $ 39,938.93 Late Fees $ 50.00 Interest (through 9/3/2012) $ 1,464.74 Costs of Suit (estimated) $ 500.00 Attorney Fees $ 8,993.89 Total.: $100,947.56X *Plus interest per diem at $9.24, along with additional costs and fees incurred, until paid in full. 12 All conditions precedent have been satisfied to allow Plaintiff to confess judgment against Defendants Construction Services Unlimited, LLC, and James R. Linn under the Credit Agreement and Guaranty. l 3 Judgment has not been confessed against Defendant Construction Services Unlimited, LLC, or Defendant James R. Linn in any other jurisdiction under the Credit Agreement or Guaranty. l 4 Plaintiff is the holder of the Credit Agreement and Guaranty. l ~ The Credit Agreement and Guaranty were, executed and delivered in connection with a commercial transaction, and judgment is not being entered by confession against a naniral person in co~u~ection with a consumer credit transaction. 16 The Credit Agreement and Guaranty have not been assigned. WHEREFORE, Members 15Y Federal Credit Union requests that this Court enter judgment by confession against Construction Services Unlimited, LLC, and James R Linn in the amount of $100.94?.56, along with interest accruing at the per diem rate of $9.24, and additional fees and costs as prayed for in the Complaint. Respectfully submitted. MARTSON LAw' OFFICF,S Christopher E. Rice, Esquir ; Attorney LD. No. 90916 Seth T. Mosebey, Es~,quire Attorney LD. No. 203046 10 East High Street Carlisle, PA 17013 (717) 243-3341 Date: / t% /z.s 01 ~- Attorneys for Plaintiff EXHIBIT "A" CREC AGREEMENT AND DISCLO-' 'RE P~t1ci~~l. Lo~rlDat~ M~tur~fy >Laan Nn calf 7 Coll AGCt)ltttt f~ffiG~!' Ittitia#8 . 530 000 `00 Q~ Q7-2007 04.,3.0 20'10 `~~`~' References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or rtem. Any item above containing ""•"" has been omitted due to text length limitations. BOfrOWBr: Construction Services Unlimited, LLC 1366 Kiner Blvd Carlisle , PA 17015 Lender: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 CREDIT LIMIT: 530,000.00 DATE OF AGREEMENT: May 7, 2007 Introduction. -'his Credit Agreement and Disclosure ("Agreement") governs Borrower's line of credit Ithe "Credit Line'" nr the "Credit Line Account"1 issued through Members 1st Federal Credit Union. Borrower agrees to the following terms and conditions: Promise to Pay. Borrower promises to pay Members 1st Federal Credit Union, or order, the total of all credit advances and FINANCE CHARGES together with all costs and expenses for which Borrower is responsible under this Agreement or under security agreements which secure Borrower's Credit Line. Borrower will pay Borrower's Credit Line according to the payment terms set forth below. If there is more than one Borrower, each is jointly and severally liable on this Agreement. This means Lender can require arty Borrower to pay all amounts due under this Agreement, including credit advances made to any Borrower. Each Borrower authorizes any other Borrower, on his ar her signature alone, to cancel the Credit Line, to request and receive credit advances, and to do all other things necessary to carry out the terms of this Agreement. Lander can release any Borrower from responsibility under this Agreement, and the others will remain responsible. Term. The term of Borrower's Credit Line will begin as of the date of this Agreement ("Opening Date") and will continue until April 30, 2010 ("Maturity Date"). All indebtedness under this Agreement, if not already paid pursuant to the payment provisions below, will be due and payable upon maturity. The draw period of Borrower's Credit Line will begin on a date, after the C)pening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania, following the perfection of the Mortgage, and the meeting of all of Lender's other conditions. Borrower may obtain credit advances during this period ("Draw Period"). Borrower agrees that Lender may renew or extend the period during which Borrower may obtain credit advances or make payments. Borrower further agrees that Lender may renew or extend Borrower's Credit Line Account. Minimum Payment. Borrower's "Regular Payment" will equal the amount of Borrower's accrued FINANCE CHARGES or 550.00, whichever is greater. Borrower will make 35 of *,hese payments. Borrower will then be required to pay the entire balance owing in a single balloon payment. If Borrower makes only the minimum payments, Borrower may not repay any of the principal balance by the end of this payment stream. Borrower's payments will be due monthly. An increase in the ANNUAL PERCENTAGE RATE may increase the amount of Borrower's Regular Payment. In any event, if Borrower's Credit Line balance falls below 5250.00, Borrower agrees to pay Borrower's balance in full. Borrower agrees to pay not less than the Minimum Payment: on or before the due date. Balloon Payment. Borrower's Credit Line Account is payable in full upon maturity in a single balloon payment. Borrower must pay the entire outstanding principal, interest and any other charges then due. Unless otherwise required by applicable law, Lender is under no obligation to refinance the balloon payment at that time. Borrower may be required to make payments out of other assets Borrower owns or find a lender, which may be Lender, willing to lend Borrower the money. If Borrower refinances the balloon, Borrower may have to pay some or all of the closing costs normally associated with a new credit line account, even if Borrower obtains refinancing from Lender. How Borrower's Payments Are Applied. Unless otherwise agreed or required by applicable law, payments and other credits will be applied first to late charges and other charges; then to any amounts that exceed Borrower's Credit Limit; then to any voluntary credit life and disability insurance premiums; then to Finance Charges; and then to unpaid principal. Credit Limit. This Agreement covers a revolving line of credit for the principal amount of Thirty TFrousand & 00/10G Dollars (530,000.00), which will be Borrower's "Credit Lirnit" under this Agreement. Borrower may borrow against the Credit Line, repay any portion of the amount borrowed, and re-borrow up to the amount of the Credit Limit. Borrower's Credit Limit is the maximum amount Borrower may have outstanding at any one time. Borrower agrees not to attempt, request, or obtain a credit advance that will make Borrower's Credit Line Account balance exceed Borrower's (:redit Limit. Borrower's Credit Limit will not be increased should Borrower overdraw Borrower's Credit Line Account. If Borrower exceeds Borrower's Credit Limit, Borrower agrees to repay immediately the amount by vvhich Borrower's Credit Line Account exceeds Borrower's Credit Limft. Any amount greater than the Credit limit will be secured by the security agreement covering Borrower's property. Charges to Borrower's Credit Line. Lender may charge Borrower's Credit Line to pay other fees aind costs that Borrower is obligated to pay under this Agreement, the Mortgage or any other document related to Borrower's Credit Line. In addition, Lender may charge Borrower's Credit Line for funds required for continuing insurance coverage as described in the paragraph titled "Insurance" below or as described in the Mortgage for this transaction. Lender may al:ao, at Lender's option, charge Borrower's Credit Line to pay any costs or expenses to protect or perfect Lender's security interest in Borrower's property. These costs or expenses include, without limitation, payments to cure defaults under any existing liens on Borrower's property. If Borrower does not pay Borrower's property taxes, Lender may charge Borrower°s Credit Line and pay the delinquent taxes. Any amount so charged to Borrower's Credit Line will be a credit advance and will decrease the funds available, if any, under the Credit Line. However, Lender has no obligation to provide any of the credit advances referred to in this paragraph. Effective Disbursement Date. The words "Effective Disbursement Date" as used in this Agreement mean a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania following the perfection of Lender's security agreements and the meeting of all of Lender's other conditions. Borrower agrees and understands that Borrower may not receive any credit advance under Borrower's Credit Line until after the Effective Disbursement Date of this Agreement. Credit Advances. After the Effective Disbursement Date of this Agreement, Borrower may obtain credit advances under Borrower's Credit Line as follows: Telephone Request. Requesting a credit advance from Borrower's Credit Line to be applied to Borrower's designated account by telephone. Except for transactions covered by the federal Electronic Fund Transfers Act and unless otherwise agreed in your deposit account agreement, Borrower acknowledges and Borrower agrees that Lender does not accept responsibility for the authenticity of telephone instructions and that Lender will not be liable for any loss, expense, or cost arising out of any telephone request, including any fraudulent or unauthorized telephone request, when acting upon such instructions believed to be genuine. Requests By Mail. Requesting an advance by mail. Requests in Person. Requesting a credit advance in person at any of Lender's authorized locations. CF )IT AGREEMENT AND DISCLOSI. Loan. No: (Continued) Page 2 If there is more than one person authorized to use this Credit Line Account, Borrower agrees not to give Lender conflicting instructions, such as one Borrower telling tender not to give advances to the other. Transaction Requirements. The following transaction limitations will apply to the use of Borrower's Credit Line: Request By Mail, In Person Request and Telephone Request Limitations. There are no transaction limitations for requesting an advance by mail, requesting an advance in person or requesting an advance by telephone. Future Credit Line Services. Borrower's application for this Credit Line also serves as a request to receive any new ;services (such as access devices) which may be available at some future time as one of Lender's services in connection wi1;h this Credit Line. Borrower understands that this request is voluntary and that Borrower may refuse any of these new services at the time they are offered. Borrower further understands that the terms and conditions of this Agreement, together with any specific terms covering the new service, will govern any transactions made pursuant to any of these new services. Collateral. Borrower acknowledges this Agreement is secured by the following collateral described in the security instruments listed herein: iAl a Mortgage dated May 7, 2007, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. IBI an Assignment of All Rents to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. IC) inventory, chattel paper, accounts, equipment and general intangibles described in a Commercial Security Agreement dated May 7, 2007. Insurance. Borrower must obtain insurance on the Property securing this Agreement that is reasoinably satisfactory to Lender. Borrower may obtain property insurance through any company of Borrower's choice that is reasonably satisfactory to Lender. Borrower has the option of providing any insurance required under this Agreement through an existing policy or a policy independently obtained and paid for by Borrower, subject to Lender's right, for reasonable cause before credit is extended, to decline any insurance provided by Borrower. Subject to applicable law, if Borrower fails to obtain or maintain insurance as required in the Mortgage, Lender may purr:hase insurance to~ protect Lender's own interest, add the premium to Borrower's balance, declare the loan in default, or do any one or more of these things, Statutory Lien. Borrower agrees that all credit advances Borrower receives under the plan are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender to apply the balance in these accounts to pay any amounts due under this Agreement when Borrower is in default under this Agreement. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. When FINANCE CHARGES Begin to Accrue. Periodic FINANCE CHARGES for credit advances undler Borrower's Credit Line will begin to accrue on the date credit advances are posted to Borrower's Credit Line. There is no "free ride period" which would allow Borrower to avoid a FINANCE CHARGE on Borrower's Credit Line credit advances. Method Used to Determine the Balance on Which the FINANCE CHARGE Will Be Computed. A monthly FINANCE CHARGE will be imposed on all credit advances made under Borrower's Credit Line imposed from the date of each credit advance based on the "average daily balance" method. To get the average daily balance, Lender takes the beginning balance of Borrower's Credit Line Account each day, add any new advances and subtract any payments or credits. This gives Lender a daily balance. Then, Lender adds up all the daily balances for the statement cycle and divides the total by the number of days in the statement cycle. This gives Lender the "average daily balance." Method of Determining the Amount of FINANCE CHARGE. Any FINANCE CHARGE is determined by applying the mr.~nthly "Periodic Rate" to the balance described herein. This is Borrower's FINANCE CHARGE calculated by applying a Periodic Rate. Borrower also agrees to pay FINANCE CHARGES, not calculated by applying a Periodic Rate, as set forth below: Minimum FINANCE CHARGE. In any event, including payment of the Credit Line balance in full, Borrower may have 'to pay a Minimum FINANCE CHARGE of 50.50. l"his fee will be charged as follows: Monthly. Annual Review Fee. At the time of an annual review of Borrower's Credit Line Account Borrower will be charged a fee as follows: 0.00. Periodic Rate and Corresponding ANNUAL PERCENTAGE RATE. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Line are subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. The ANNUAL PERCENTAGE RATE on Borrower's Credit Line is based upon the Index and the margin described below ("Margin"). The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Line will increase or decrease as the Index increases or decreases from time to time. Lender will determine the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE as follo~nrs: Lender starts with the current Index and then adds a certain Margin as disclosed below. To determine the Periodic Rate that will apply to Borrower's account; Lender adds a margin to the value of the Index, then divides the value by 'l2 (monthly). To obtain the ANNUAL PERCENTAGE RATE Lender multiplies the Periodic Rate by 12 Imonthly). This result is the ANNUAL PERCENTAGE RATE. In no event will the corresponding ANNUAL PERCENTAGE RATE be less than 3.000% per annum or more than the lesser of 18.000°~ or the maximum rate allowed by applicable law. Adjustments to the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE resulting from changes in the Index will :eke effect the firs'. business day after a payment is made following a change in interest rates. Notwithstanding the above provisions, the maximum increase or decrease in the interest rate at any one time on this loan will not exceed 3.000 percentage points. Today the Index is 8.250% per annum, and therefore the initial ANNUAL PERCENTAGE RATE and the corresponding Periodic Rate on Borrower's Credit Line are as stated below: Range of Balance or Conditions Current Rates for the First Payment Stream Margin Added ANNUAL PERCENTAGE to Index RATE Monthly Periodic Rate All Balances 0.500% 8.'750% 7.72917% Notwithstanding any other provision of this Agreement, Lender will not charge interest on any undisbursed loan pros:eeds. Forgo Rate Increases. ;f we forgo an ANNUAL PERCENTAGE RATE increase, at the time of a later adjustment we may return to the full Index value plus margin. Conditions Under Which Other Charges May Be Imposed. Borrower agrees to pay all the other fees and charges related to Borrower's Credit Line; as set torth below: CF iT AGREEMENT AND DISCLOSI: , Loan No: (Continued) Page 3 Fee to Stop Payment. Borrower's Credit Line Account may he charged 530.00 when Borrower requests a stop payment on Borrower's account. Late Charge. In addition to Lender's rights upon default, Borrower's payment will be late if it is not received by Lender within 15 days after the "Payment Due Date" shown on the voucher Borrower receives with eacfr credit advance. If Borrower's payment is late Lender may charge Borrower 5.000% of the unpaid amount of the payment or S25.00, evhichever is greater. Lien Release Fees. In addition to all other charges, Borrower agrees, to the extent not prohibited by law, to pay all yavernmental fees for release of Lender's security interests in collateral securing Borrower's Credit Line. Borrower +Nill pay these fees at the time the lien or liens are released. The estimated amount of these future lien release fees is 575.00. Security Interest Charges. Borrower agrees to pay all security interest charges related to Borrower's Credit Line as sat forth below: United One Resources $ 35.00 Loan Document Fee 5275.00 Flood Determination S 15.00 United One UCC Search 538.00 TaxTrax 590.00 Recording Fee 575.50 UCC Filing 584.00 ibtal 5612.50 Right to Credit Advances. After the Effective Disbursement Date, Lender will honor Borrower's requests for credit advances up to Borrower's Credit Limit so long as: (A) Borrower is not in default under the terms of this Agreement; (8) this Agreement has not been terminated or suspended; and IC) Borrower's CrE:dit Line has not been cancelled as provided above in the section of this Agreement titled "Term." Default. Lender may declare Borrower to be in default if any one or more of the following events occur: (A1 Borrower fails to pay a Minimum Payment when due; (B) an event of default occurs under the security agreement: for the Property;: lC1 the Property is further encumbered in any way, voluntarily or involuntarily; (DI Borrower dies; (EI Borrower makes any false or misleading statements on Borrower's Credit Line application; lF) Borrower violates any provision of this Agreement or any other agreement with Lcsnder; IG1 any garnishment, attachment, or execution is issued against any malarial asset owned by Borrower; (H) Borrower exceeds Borrower's Credit Limit; (II Borrower files for bankruptcy or other insolvency relief, or an involuntary petition under the provisions of the Bankruptcy Code is filed against Borrower; IJ) lender in good faith believes itself insecure. Lender's Rights. If Borrower is in default, Lender will send notice to Borrower setting forth a time period of at least thirty (30) days within which such default may be cured. During this cure period, without notice, Lender may suspend Borrower's Credit Line as provided below. If such default is not cured during this period, Lender may either terminate or continue suspension oi` Borrower's Credit Line Account. Suspension. If Lender suspends Borrower's Credit Line, Borrower will lose the right to obtain further credit advances, However, all other terms of this Agreement will remain in effect and be binding upon Borrower, including Borrower's liability for any further unauthorized use of any Credit Line access devices. Termination. If Lender terminates Borrower's Credit Line, Borrower's Credit Line will be suspended and the entire unpaid balance of Borrower's Credit Line Account will be immediately due and payable, without prior notice except as may be required by law, and Borrower agrees to pay that. amount plus all FINANCE CHARGES and other amounts due under this Agreement. Collection Costs. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's lega{ expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. Rate Increase. In addition to Lender's other rights on default, Lender may increase the variable interest rate under this Agreement to 1 5.000 percent per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If Lender does not increase the interest rate on default, it will continue at the variable rate in effect as of the date Lender declares a default, Delay in Enforcement. Lender may delay or waive the enforcement of any of Lender's rights under this Agreement without losing that right or any other right. If Lender delays or waives any of Lender's rights, Lender may enforce that right aft any time in the future without advance notice. For example, not terminating Borrower's account for non-payment will not be a waiver of Lender's right to terminate Borrower's account in the future if Borrower has not paid. Termination by Borrower. If Borro~rer terminates this Agreement, Borrower must notify Lender. Despite termination, Borrower's obligations under this Agreement will remain in full force and effect until Borrower has paid Lender all amounts due under this Agreement. Prepayment. Borrower may prepay all or any amount owing under this Credit Line at any time without penalty, except Lender will be entitled to receive the Minimum FINANCE CHARGES as stated above and to receive all accrued FINANCE CHARGES, and other charges, if any. Payments in excess of Borrower's Minimum Payment will not relieve Borrower of Borrower's obligation to continue to make Borrower's Minimum Payments. Instead, they will reduce the principal balance owed on the Credit Lirie. Borrower agrc;es not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without lasing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfactioin of a disputed amount must be mailed or delivered to: Members 1st Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. Notices. All notices will be sent to Borrower's address as shown in Borrower's Credit Line application. Notices will be mailed to Borrower at a different address if Borrower gives Lender written notice of a different address. Borrower agrees to advise Lender promptly if Borrower changes Borrower's mailing address. Annual Review. Borrower agrees tnat Borrower will provide Lender with a current financial statement, a new credi*, application, or both, annually, on fo-ms provided by Lender. Based upon this information Lender will conduct an annual review of Borrower's Credit Line Account. Borrower also agrees Lender may obtain credit reports on Borrower at any time, at Lender's sole option and expense, for any reason, including but not limited to determining whether there has been an adverse change in Borrower's financial condition. Lender may require a new appraisal of the Property which secures Borrower's Credit Line at any time, including an internal inspection; at Lender's sole option and expense. Borrower agrees to pay the annual review fee shown above. Borrower authorizes Lender to release information about Borrower to third parties as described it LE:nder's privacy policy and Lender's pair Credit Reporting Act notice, provided Borrower did not opt out of the applicable policy, CF SIT AGREEMENT AND DISCLOSI_ . Loan No: (Continued) Page 4 or as permitted by law. Based upon a material adverse change in Borrower's financial condition (such as termination of employment or loss of incomel, Lender may suspend Borrower's Credit Line. Transfer or Assignment. Without prior notice or approval from Borrower, Lender reserves the right to sell or transfer Borrower's Credit Line Account and Lender's rights and obligations under this Agreement to another leader, entity, or person, and to assign Lender's rights under the Mortgage. Borrower's rights under this Agreement belong to Borrower only and may not be transferred or assigned. Borrower's obligations, however, are binding on Borrower's heirs and legal representatives. Upon any such sale or transfer, Lender will have nc further obligation to provide Borrower with credit advances or to perform any other obligation under this Agreement. Notify Us of Inaccurate Information We Report To Consumer Reporting Agencies. Please notify u:s if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inacc:uracy(ies) should be sent to us at the following address: Members 1st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 170'.10. Jury Waiver. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. Governing law. This Agreement will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of t:he courts of Cumberland County, Commonwealth of Pennsylvania. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Interpretation. Borrower agrees that this Agreement, together with the Mortgage, is the best evidence of Borrower's agreements with Lender. If a court finds that any provision o" this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court may enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. If Lender goes to court for any reason, Lender can use a copy, filmed or electronic, of any periodic statement, this Agreement, the Mortgage or any other document to prove what Borrower owes Lender or that a transaction has taken place. The copy, microfilm, microfiche, or optical image will have the same validity as the original. Borrower agrees that, except to the extent Borrower can show there is a billing error, Borrower's most current periodic statement is the best evidence of Borrower's obligation to PaY• Severability. It a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shtjll not affect the legality, validity or enforceability of any other provision of this Agreement. Arbitration. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, ::hall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, lathes, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Confession of Judgment. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS cJR ENTER JUDGMEN?' AGAINST BORROWER FOH THE ENTIRE PRINCIPAL BALANCE OF THE CREDIT LINE ACCOUNT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE CREDIT LINE ACCOUNT, TOGETHER WITH COSTS OF SUIT, AND AN A'TTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL. BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS IS 5001 ON WHICH .JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FC1R SO DOING, THUS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GR~4NTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AIJTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIME~~ UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT, BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING I1V CONNECTION ~NITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY GALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. Acknowledgment and Amendment::. Borrower understands and agrees to the teams and conditions in this Agreement. Borrower acknowledges that, subject to applicable laws, Lender has the right to change the terms and conditions of the Credit Line program, including without limitation, the Margin. If Lender changes the Periodic Rate and subsequent new credit advances are made under this Agreement, the entire balance will be subiect to the new rates. Borrower also understands and agrees that Borrower may be subject to other agreements with Lender regarding transfer instruments or access devices which may access Borrower's Credit Line:. Any person signing below may request a modification to this Agreement, and, if granted, the modification will be binding upon all signers. By signing this Agreement, Borrower ackr+owledges that Borrower has read this Agreement. Borrower also acknowledges receipt of a completed copy of this Agreement. CF SIT AGREEMENT AND DlSCLOSI. Loan,No: """'"-~ (Continued) Page 5 This Agreement is dated May 7, 2007. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS ANID SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CONS CTION SERVICE UNLIMI D, C /-~ /~ ~ By: ~t_.~-~'~/ ~--~.-~' (Seal a es R. Linn, Member struction Services invited, LLC ACCEPTED: MEMBERS 1ST FED AL CREDIT UNION gy• '~ !Beall orized Signer Effective Disbursement Date: LASER PRO Lentline. ve,. 5.33.00-ODn Lop,. He,lnn~\ F~nenc~N 5olu,ronc, Inc. t'JY], 2007. All Rg~\. Rewvad. ~ PA C:ICOMMERCIALICFIILPL\D2fi.FC TR~1519 PR~53 EXHIBIT "B" CREDhT AGREEMENT ~~D DISCLOSURE CHANGE If ~ERMS AGREEMENT References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. .rrr.~ Anv item above containing ' has bean omitted due to text engt rmrtatrons. Borrower: Construction Services Unlimited, LLC 1366 Kiner Blvd Carlisle , PA 17015 Lender: Members 1st Federal Credit Union ATTN: Slmall Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 CREDIT LIMIT: 530,000.00 DATE OF AGREEMENTS August 24, 2007 Description of Existing Indebtedness. Interest only line of credit 302280-01. Description of Collateral. 1st mortgage on real estate located at 1370 Kiner Rd°, Carlisle, PA 170'13. Description of Change In Terms. Increasing line of credit from 530,000.00 to 550,000.00. Line of credit will expire on 05/07/2010; all other orginal terms, rates and conditions apply. Introduction. This Credit Agreement. and Disclosure i"Agreement"1 governs Borrower's line of credit (the "Credit Line°' o{ the "Credit Line Account") issued through Members 1st Federal Credit Union. Borrower agrees to the following terms and conditions: Promise to Pay. Borrower promises to pay Members 1st Federal Credit Union, or order, the total of all credit advances and FINANCE CHARGES together with all costs and expenses for which Borrower is responsible under this Agreement or under security agreements which secure Borrower's Credit Line. Borrower will pay Borrower's Credit Line according to the payment terms set forth below. If there is more than one Borrower, each is jointly and severally Ifable on this Agreement. This means Lender can require any Borrower to pay all amounts due under this Agreement, including credit advances made to any Borrower. Each Borrower authorizes any other Borrower, on his or her signature alone, to cancel the Credit Line, to request and receive credit advances, and to do all other things necessary to carry out the terms of this Agreement. Lender can release any Borrower from responsibility under this Agreement, and the others will remain responsible. Term. The term of Borrower's Credit Line will begin as of the date of this Agreement ("Opening Date") and will continue until May 7, 2010 ("Maturity Date"). All indebtedness under this Agreement, if not already paid pursuant to the paynnent provisions below, will be due and payable upon maturity. The draw period of Borrower's Credit Line will begin on a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania, following the perfection of the Mortgage, and the meeting of all of Lender's other conditions. Borrower may obtain credit advances during this period ("Draw Period"i. Borrower agrees that Lender may renew or extend the period during which Borrower may obtain credit advances or make payments. Borrower further agrees that Lender rrray renew or extend Borrower's Credit Line Account. Minimum Payment. Borrower's "Regular Payment" will equal the amount of Borrower's accrued FINANCE CHARGES or S50.00, whichever is greater. Borrower will make 35 of these payments. Borrower will then be required to pay the entire balance owing in a single balloon payment. If Borrower makes only the minimum payments, Borrower may not repay any of the principal balance by the end of this payment stream. Borrower's payments will be due monthly. An increase in the ANNUAL PERCENTAGE RATE may increase the amount of Borrower's Regular Payment. In any event, if Borrower's Credit Line balance falls below, 5250.00, Borrower agrees to pay Borrower's balance in fi.rll. Borrower agrees to pay not less than the Minimum Payment on or before the due date. Balloon Payment. Borrower's Credit Line Account is payable in full upon maturity in a single balloon payment. Borrower must pay the entire outstanding principal, interest and any other charges then due. Unless otherwise required by applicable law, Lender is under no obligation to refinance the balloon payment at that time. Borrower may be required to make payments out of other assets Borrower owns or find a lender, which may be Lender, willing to lend Borrower the money. If Borrower refinances the balloon, Borrower may have to pay some or all of the closing costs normally associated with a new credit line account, even if Borrower obtains refinancing from Lender. How Borrower's Payments Are Applied. Unless otherwise agreed or required by applicable law, payments and other credits will be applied first to late charges and other charges; then to any amounts that exceed Borrower's (:redit Limit; then to any voluntary credit life and disability insurance premiums; then to Financrs Charges; and then to unpaid principal. Credit Limit. This Agreement covers a revolving line of credit for the principal amount of Thirty Thousand & 00!10() Dollars (530,000.001, which will be Borrower's "Credit Limit" under this Agreement. Borrower may borrow against the Credit Line, repay any portion of the amount borrowed, and re-borrow up to the amount of the Credit Limit. Borrower's Credit Limit is the maximum amount Borrower may have outstanding at any one time. Borrower agrees not to attempt, request, or obtain a credit advance that will make Borrower's Credit Line Account balance exceed Borrower's Credit Limit. Borrower's Credit Limit will not be increased should Borrower ovr:rdraw Borrower's Credit Line Account. If Borrower exceeds Borrower's Credit Limit, Borrower agrees to repay immediately the amount by which Borrower's Credit Line Account exceeds Borrower's Credit Limit. Any amount greater than the Credit Limit will be secured by the security agreement covering Borrower's property. Charges to Borrower's Credit Line. Lender may charge Borrower's Credit Line to pay other tees and costs that Borrower is obligated to pay under this Agreement, the Mortgage or any other document related to Borrower'ss Credit Line. In <jddition, Lender may charge Borrower's Credit Line for funds required for continuing insurance coverage as described in the paragraph titled "Insurance" below or as described in the Mortgage for this transaction. Lender may also, at Lender's option, charge Borrower's Credit Line to pay any costs or expenses to protect or perfect Lender's security interest in Borrower's property. These costs or expenses include, without limitation, payments to cure defaults under any existing liens on Borrower°s property. If Borrower does not pay Borrower's property taxes, Lender may charge Borrower's Credit Line and pay the delinquent taxes. Any amount ero charged to Borrower's Credit Line will be a credit advance and will decrease the funds available, if any, under the Credit Line. However, Lender has no obligation to provide any of the credit advances referred to in this paragraph. Effective Disbursement Date° The words "Effective Disbursement Date" es used in this Agreement mean a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania following the perfection of Lender's security agreements and the meeting of all of Lender's other conditions. Borrower agrees and understands that Borrower may not receive any credit advance under Borrower's Credit Line until after the Effective Disbursement Date of this Agreement. Credit Advances. After the Effective Disbursement Date of this Agreement, Borrower may obtain credit advances a-ider Borrower's Credit Line as follows: Telephone Request. Requesting a credit advance from Borrower's Credit Line to be applied to Borrower's designated account by telephone. Except for transactions covered by the federal Electronic Fund Transfers Act and unless otherwise agreed in your deposit account agreement, Borrower acknowlEadges and Borrower agrees that Lender does not accept responsibility for the authenticity of telephone CREDIT AGREEMEII 4ND DISCLOSURE CHANGE IN ' CMS AGREEMENT Loan No: ~ (Continued) Page 2 instructions end that Lender will not be liable for any loss, expense, or cost arising out of any telephone request, including any fraudulent or unauthorized telephone request, when acting upon such instructions believed to be genuine. Requests By Mail. Requesting an advance by mail. Requests in Person. Requesting a credit advance in person at any of Lender's authorized locations. If there is more than one person authorized to use this Credit Line Account, Borrower agrees not to give Lender conflicting instructions, such as one Borrower telling Lender not to give advances to the other. Transaction Requirements. The follewing transaction limitations will apply to the use of Borrower'ss Credit Line: Request By Mail, In Person Request and Telephone Request Limitations. There are no transaction limitations for requesting an advance by mail, requesting an advance in person or requesting an advance by telephone. Future Credit Line Services. Borrower's application for this Credit Line also serves as a request to receive any new services (such as access devices- which may be available at some future time as one of Lender's services in connection with this Credit Line. Borrower understands that this request is voluntary and that Borrower may refuse any of these new services at the time they are offered. Borrower further understands that the terms and conditions of this Agreement, together with any specific terms covering the nevv service, will govern any transactions made pursuant to any of these new services. Collateral. Borrower acknowledges this Agreement is secured by the following collateral described in the security instruments listed herein: ;AI a Mortgage dated August 2.4, 2007, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. 161 an Assignment of All Rents to Lender on real property located in Cumberland County, Connmonwealth of Pennsylvania. IC) inventory, chattel paper, accounts, equipment and general intangib{es described in a Comimercial Security Agreement dated August 24, 2007.. Insurance. Borrower must obtain insurance on the Property securing this Agreement that is reasonably satisfactory 1:o Lender. Borrower may obtain property insurance through any company of Borrower's choice that is reasonably satisfactory to Lender. Borrower has the option of providing any insurance required under this Agreement through an existing policy or a policy independently obtained and paid for by Borrower, subject to Lender's right, for reasonable cause before credit is extended, to decline any insurance provided by Borrower. Subject to applicable law, if Borrower fails to obtain or maintain insurance as required in the Mortgage, Lender may purchase insurance to protect Lender's own interest, add the premium to Borrower's balance, declare the loan in default, or do any one or more' of these things. Statutory Lien. Borrower agrees that elf credit advances Borrower receives under the plan are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender t:o apply the balance in these accounts to pay any amounts due under this Agreement when Borrower is in default under this Agreement. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. When FINANCE CHARGES Begin to Accrue. Periodic FINANCE CHARGES for credit advances under Borrower's Credit Line will begin to accrue on the date credit advances are posted to Borrower's Credit Line. There is no "free ride period" which would allow Borrower to avoid e FINANCE CHARGE on Borrower's Credit Line credit advances. Method Used to Determine the Balance on Which the FINANCE CHARGE Will Be Computed. A monthly FINANCE CHARGE will be imposed on all credit advances made under Borrower's Credit Line imposed from the date of each credit advance based on the "average daily balance" method. To get the average daily balance, Lender takes the beginning balance of Borrower's Crediit Line Account each day, add any new advances and subtract any payments or credits. This gives Lender a daily balance. Then, Lender ;adds up all the daily balances for the statement cycle and divides the total by the number of days in the statement cycle. This gives Lender the "average daily balance." Method of Determining the Amount of FINANCE CHARGE. Any FINANCE CHARGE is determined I)y applying the monthly "Periodic Rate" to the balance described herein. This is Borrower's FINANCE CHARGE calculated by applying a Periodic Rate. Borrower also agrees to pay FINANCE CHARGES, not calculated by applying a Periodic Rate, as seat forth below: Minimum FINANCE CHARGE. In any event, including payment of the Credit Line balance in full, Borrower may have to pay a Minimum FINANCE CHARGE of 50.50. This fee will be charged as follows: Monthly. Annual Review Fee. At the time of an annual review of Borrower's Credit Line Account Borrower will be charged a fee as follows: 0.00. Periodic Rate and Corresponding ANNUAL PERCENTAGE RATE. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Line are subject to change from time to time based on changes in an index which is Lender's Prima Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. The ANNUAL PERCENTAGE RATE on Borrower's Credit Line. is based upon the Index and the margin described below ("Margin"-. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrotiver's Credit Line will increase or decrease as the Index increases or decreases from time to time. Lender will determine the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE as follows: Lender starts with the current Index and then adds a certain Margin as disclosed below. To determine the Periodic Rate that will apply to Borrower's account, Lender adds a margin to the value of the Index, then divides the value by 12 (monthtyl. To obtain the ANNUAL PERCENTAGE RATE Lender multiplies the Periodic Rate by 12 (monthlyl. This result is the ANNUAL PERCENTAGE RATE. In no event will the corresponding ANNUAL PERCENTAGE RATE be less than 3.000% per annum or more than the lesser of 18.000% ar the maximum rate allowed by applicable law. Adjustments to t:he Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE resulting from changes in the Index will take effect the first business day after a payment is made following a change in interest rates. Notwithstanding the above provisions, the maximum increase or decrease in tFre interest rate at any one time on this loan will not exceed 3.000 percentage points. Today the Index is 8.250% per annum, and therefore the initial ANNUAL PERCENTAGE RATE and the corresponding Periodic Rate on Borrower's Credit Line are as stated below Current Rates for the First Payment Stream Range of Balance or Conditions Margin Added to Index 0.500% ANNUAL PERCENTAGE Monthly Periodic RATE Rate All Balances 8.'750% G.72917% Notwithstanding any other provision of this Agreement, Lender will not charge interest on any unciisbursed loan proceeds. CREDIT AGREEMEII' aND DISCLOSURE CHANGE IN Z CMS AGREEMENT Loan vo: (Continued) Page 3 Forgo Rate Increases. If we forgo en ANNUAL PERCENTAGE RATE increase, at the time of a latear adjustment we may return to the full Index value plus margin. Conditions Under Which Other Charges May Be Imposed. Borrower agrees to pay all the other fees and charges related to Borrower's Credit Line as set forth below: Fee to Stop Payment. Borrower's Credit Line Account may be charged 530.00 when Borrower requests a stop payment on Borrower's account. Late Charge. In addition to Lender's rights upon default, Borrower's payment will be late if it: is not received by Lender within 15 days after the "Payment Due Date" shown on the voucher Borrower receives with each credit advance. If Borrower's payment is late Lender may charge Borrower 5.000°k of the unpaid amount of the payment or 525.00, whichever is greater. Lien Release Fees. In addition to all other charges, Borrower agrees, to the extent not prohibited by law, to pay all governmental fees for release of Lender's security in*,erests in collateral securing Borrower's Credit Line. Borrower will pay these fees at the time the lien or liens are released. The estimated amount of these future lien release fees is 575.00. Security Interest Charges. Borrower agrees to pay all security interest charges related to Borrower's Credit Line as set forth below: United One Resources S35.00 Loan Document Fee 5275.00 Flood Determination 515.00 United One l1CC Search 538.00 TaxTrax 590.00 Recording Fee 575.50 UCC Filing 584.00 Total 5612.50 Right to Credit Advances. After the Effective Disbursement Date, Lender will honor Borrower's requests for credit advances up to Borrower's Credit Limit so long as: (A) Borrower is not in default under the terms of this Agreement; (Bl this Agreement has not been terminated or suspended; and (C- Borrower's Credit Line has not been cancelled as provided above in the section of this Agreement titled "Term." Default. Lender may declare Borrower to be in default if any one or more of the following events occur; IA) Borrower fails to pay a Minimum Payment when due; (B) an event of default occurs under the security agreement for the Property; (C) the Property is further encumbered in any way, voluntarily or involuntarily; (D) Borrower dies; IE) Borrower makes any false or misleading statements on Borrower's Credit Line application; IFI Borrower violates any provision of this Agreement or any other agreement with Lender; (Gl any garnishment, attachment, or execution is issued against any material asset owned by Borrower; (H) Borrower exceeds Borrower's Credit Limit; {I- Borrower files for bankruptcy or other insolvency relief, or an involuntary petition under the provisions of the Bankruiptcy Code is filed against Borrower; (J) Lender in good faith believes itself insecure. Lender's Rights. If Borrower is in default, Lender will send notice to Borrower setting forth a time period of at least thirty (30) days within which such default may be cured. During this cure period, without notice, Lender may suspend Borrower's Credit Line as provided below. If such default is not cured during this period, Lender may either terminate or continue suspension of Borrower's Credit Line Account. Suspension. If Lender suspends Borrower's Credit Line, Borrower will lose the right to obtain further credit advances. However, all other terms of this Agreement will remain in effect and be binding upon Borrower, including Borrower's liability for any further unauthorized use of any Credit Line access devices. Termination. If Lender terminates Borrower's Credit Line, Borrower's Credit Line will be suspended and the entire unpaid balance of Borrower's Credit Line Account will be immediately due and payable, without prior notice except as may be required by law, and Borrower agrees to pay that amount plus all FINANCE CHARGES and other amounts due under this Agreement. Collection Costs. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunctianl, and appeals. If not prohibited by applicable Isw, Borrower also will pay arty court costs, in addition to all other sums provided by law. Rate Increase. In addition to Lender's other rights on default, Lender may increase the variable interest rate under this Agreement to 15.000 percent per annum. The interest rate will not exceed the maximum rate permitted by applicable law. It Lender does not increase the interest rate. on default, it will continue at the variable rate in effect as of the date Lender declares a default, Delay in Enforcement. Lender may delay or waive the enforcement of any of Lender's rights under this Agreement without losing that right or any other right. If Lender delays or waives any of Lender's rights, Lender may enforce that right eit any time in the future without advance notice. For example, not terminating Borrower's account for non-payment will not be a waiver of Lender's right to terminate Borrower's account in the future if Borrower has not paid. Termination by Borrower. If Borrower terminates this Agreement, Borrower must notify Lender. Despite termination, Borrower's obligations under this Agreement will remain in full force and effect until Borrower has paid Lender all amounta due under this Agreement. Prepayment. Borrower may prepay all or any amount owing under this Credit Line at any time without penalty, except Lender will be entitled to receive the Minimum FINANCE CHARGES as stated above and to receive all accrued FINANCE CHARGES, and other charges, if any. Payments in excess of Borrower's Minimum Payment will not relieve Borrower of Borrower's obligation to continue to make Borrower's Minimum Payments. Instead, they will reduce the principal balance owed on the Credit Line. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender, All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Members 1st Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. Notices. All notices will be sent to Borrower's address as shown in Borrower's Credit Line application. Notices will be mailed to Borrower at a different address if Borrower gives Lender written notice of a different address. Borrower agrees to advise Lender promptly if Borrower changes Borrower's mailing address. Annual Review. Borrower agrees that Borrower will provide Lender with a current financial statement, a new credit application, or both, annually, on forms provided by Lender. Based upon this information Lender will conduct an annual review of Borro~~n~er's Credit Line Account. CREDIT AGREEME~ 4ND DISCLOSURE CHANGE IN Z ;MS AGREEMENT Loan No:: (Continued) Page 4 Borrower also agrees Lender may obtain credit reports on Borrower at any time, at Lender's sole option and expense, for any reason, including but not limited to determining whether there has been an adverse change in Borrower's financial condition. Lender may require a new appraisal of the Property whichi secures Borrower's Credit Line at any time, including an internal inspection, at Lender's sole option and expense. Borrower agrees to pay the annual review fee shown above. Borrower authorizes Lender to release information about Borrower to third parties as described in Lender's privacy policy and Lender's Fair Credit Reporting Act notice, provided Borrower did not opt out of the applicable policy, or as permitted by law. Based upon a material adverse change in Borrower's financial condition Isuch as termination of employment or loss of incomel, Lender may suspend Borrower's Credit Line. Transfer or Assignment. Without prior notice or approval from Borrower, Lender reserves the right to sell or transfer Borrower's Credit Line Account and Lender's rights and obligations under this Agreement to another lender, entity, or per:con, and to assign Lender's rights under the Mortgage. Borrower's rights under this Agreement belong to Borrower only and may not be transferred or assigned. Borrower's obligations, however, are binding on Borrower's heirs and legal representatives. Upon any such sale or transfer, Lender will have no further obligation to provide Borrower with credit advances or to perform any other obligation under this Agreement. Notity Us of Inaccurate Information We Report To Consumer Reporting Agencies. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(iesl should ire sent to us at the following address; Members 1st Federal Credit Union 5000 Louise Drive Mechanirsburg, PA 17050. Jury Waiver. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania,. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the coi.uts o1` Cumberland County, Commonwealth of Pennsylvania, Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Interpretation. Borrower agrees that this Agreement, together with the Mortgage, is the best evidence of Borrower's agreements with Lender. If a court finds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court may enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. If Lender goes to court for any reason, Lender can use a copy, filmed or electronic, of any periodic statement, this Agreement, the Mortgage or any other document to prove what Borrower owes Lender ar that a transaction has taken place. The copy, microfilm, microfiche, or optical image will have the same validity as the original. Borrower agrees that, except to the extent Borrower ran shnw there is a billing error, Borrower's most current periodic statement is the: best evidence of Borrower's obligation to pay. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Arbitration. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement.. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust car mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent juriisdiction. The statute of limitations, estoppel, waiver, lathes, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Continuing Validity. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligationls?, remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligationls) as changed, nor obligate Lender to make arty future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligationls-. It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligationls), including accommodation parties, unless a party is expressly released by Lender in writing. Any rnaker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person vvho signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not he released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. Confession of Judgment. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THE CREDIT LINE ACCOUNT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING 'THE CREDIT LINE ACCOUNT, TOGETHER WITH COSTS OF SUIT. AND AN ATTORNEY'S COMMISSION OF TEN PERCENT l'10°kl OF THE UNPAID PRINCIPAL. BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($Gi001 ON WHICH .IUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT, THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER ;iHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME .AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THUS AGREEMENT. ii30RROWER HEREBY WAI`JES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO CREDIT AGREEME~' aND DISCLOSURE CHANGE IN T 'MS AGREEMENT Loan,No: (Continued) Page 5 BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. Acknowledgment and Amendments. Borrower understands and agrees to the terms and conditions in this Agreement. Borrower acknowledges that, subject to applicable laws, Lender has the right to change the terms and conditions of the Credit Line program, including without limitation, the Margin. If gender changes the Periodic Rate and subsequent new credit advances are made under this Agreement, the entire balance will be subject to the new rates. Borrower also understands and agrees that Borrower may be subject to other agreements with Lender regarding transfer instruments or access devices which may access Borrower's Credit Line. Any person signing below may request a modification to this Agreement, and, if granted, the modification will be binding upon all signers. By signing this Agreement, Borrower r:~cknowledges that Borrower has read this Agreement. This Agreement is dated August 24, 2007. THIS AGREEMENT IS GIVEN UNDER SEAL AND tT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CON UCTION SERVICES U I TED, LLC g ~ ~. (Seal! es R. Linn, Memb r f nstruction Services rmited, LLC ACCEPTED: MEMBERS 1ST FEDERAL CREDIT UNION C`~ gy; (Seal) orized Signer USEq Pq0 La.tlnp, Vn. 6.93.0O.OOA Cop,. Hn4nE FlnnoiY 9oWlbm, Me. 1997. 8007. An glpliln R~~~rv~d. ~ PA C:ICOMMENCIiAL\CFI\LPL1025.FC Tq~1619 PP~10 ` ~~ CREDIT AGREEMENT dD DISCLOSURE CHANGE If ;~ERMS AGREEMENT ~7~V./~~~.~.M\/ .....~ .:14'..1 W'~R~3..~ Q~'~~..~~.~ V ..... '..:. '..::.. ;' .:.....:. .. -....:, :. References in the shaded area are for Lender's use only and do not limit the applicability of thin document to any partirular loan or item. Anv item above containing """"" has been omitted due to text length limitations. Borrower: Construction Services Unlimited, LLC 1366 Kiner Blvd Carlisle , PA 17015 Lender: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 CREDIT LIMIT: 530,000.00 DATE: OF AGREEMENT: October 10, 2007 Description of Existing Indebtedness. Interest only line of credit Description of Collateral. 1st mortgage on real estate located at 1370 Kiner Rd., Carlisle, PA 17C113. Description of Change In Terms. Increasing line of credit from $50,000.00 to 590,000.00. Line of credit will expire; an 05/07/2010; all other orginal terms, rates and conditions apply, Introduction. This Credit Agreement and Disclosure ("Agreement") governs Borrower's line of credit (the "Credit Line°' or the "Credit Line Account") issued through Members 1st Federal Credit Union. Borrower agrees to the following terrors and conditions: Promise to Pay. Borrower promises to pay Members 1st Federal Credit Union, or order, the total of all credit advances and FINANCE CHARGES together with all costs and expenses for which Borrower is responsible under this Agreement or under security agreements which secure Borrower's Credit Line. Borrower will pay Borrower's Credit Line according to the payment terms set forth below. If there is more than one Borrower, each is jointly and severally liable on this Agreement. This means Lender can require any Borrower to pay all amounts due under this Agreement, including credit advances made to any Borrower. Each Borrower authorizes any other Borrower, on his or her signature alone, to cancel the Credit Line, to request and receive credit advances, and to do all other things necessary to carry out the terms of this Agreement. Lender can release any Borrower from responsibility under this Agreement, and the others will rernain responsible. Term. The term of Borrower's Credit Line will begin as of the date of this Agreement ("Opening Date") and will continue until May 7, 2010 ("Maturity Date"). Att indebtedness under this Agreement, if not already paid pursuant to the payment provisions below, will be due and payable upon maturity. The draw period of Borrower's Credit Line will begin on a date, after the Dpening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania, following the perfection of the Mortgage, and the meeting of all of Lender's other conditions. Borrower may obtain credit advances during this period ("Draw Period"1. Borrower agrees that Lender may renew or extend the period during which Borrower may obtain credit advances or make payments. Borrower further agrees that Lender may renew or extend Borrower's Credit Line Account. Minimum Payment. Borrower's "Regular Payment" will equal the amount of Borrower's accrued FINANCE CHARGES or 550.00, whichever is greater. Borrower will make 35 of these payments. Borrower will then be required to pay the entire balance owing in a single balloon payment. If Borrower makes only the minimum payments, Borrower may not repay any of the principal balance by the end of this payment stream. Borrower's payments will be due monthly. An increase in the ANNUAL PERCENTAGE RATE may increase the amount of Borrower's Regular Payment. In any event, if Borrower's Credit Line balance falls below 5250.00, Borrower agrees to pay Borrower's balance iri Mull. Borrower agrees to pay not less than the Minimum Payment on or before the due date. Balloon Payment. Borrower's Credit Line Account is payable in full upon maturity in a single balloon payment. Borrower must pay the entire outstanding principal, interest and any other charges then due. Unless otherwise required by applicable law, Lender is under no obligation to refinance the balloon payment at that time. Borrower may be required to make payments out of other assets Borrower owns or find a lender, which may be Lender. willing to lend Borrower the money. If Borrower refinances the balloon, Borrower may have to pay some or all of the closing costs normally associated with a new credit line account, even if Borrower obtains refinancing from Lender, How Borrower's Payments Are Applied. Unless otherwise agreed or required by applicable law, payments and other credits will be applied first to 'late charges and other charges; then to any amounts that exceed Borrower's Credit Limit; then to any voluntary credit life and disability insurance premiums; then to Finance Charges; and then to unpaid principal. Credit Limit. This Agreement covers a revolving line of credit for the principal amount of Thirty Thousand & 001100 Dollars (530,000.00), which will be Borrower's "Credit Limit" under this Agreement. Borrower may borrow against the; Credit Line, repay any portion of the amount borrowed, and re-borrow up to the amount of the Credit Limit. Borrower's Credit Limit is the maximum amount Borrower may have outstanding at any one time. Borrower agrees not to attempt, request, or obtain a credit advance that will make Borrower's Credit Line Account balance exceed Borrower's Credit Limit. Borrower's Credit Limit will not be increased should Borrower o~derdraw Borrower's Credit Line Account. If Borrower exceeds Borrower's Credit Limit, Borrower agrees to repay immediately the amount by which Borrower's Credit Line Account exceeds Borrower's Credit Limit. Any amount greater than the Credit Limit will be secured by the security agreement covering Borrower's property. Charges to Borrower's Credit Line. Lender may charge Borrower's Credit Line to pay other fees and casts that Borrower is obligated to pay under this Agreement, the Mortgage or any other document related to Borrower's Credit Line. In addition, Lender may charge Borrower's Credit Line for funds required for continuing insurance coverage as described in the paragraph titled "Insurance" below or as described in the Mortgage for this transaction.. Lender may also, at Lender's option, charge Borrower's Credit Line to pay any costs or expenses to protect or perfect Lender's security interest in Borrower's property. These costs or expenses include, without limil:ation, payments to cure defaults under any existing liens on Borrower's property. If Borrower does not pay Borrower's property taxes, Lender may charge Borrower's Credit Line and pay the delinquent taxes. Any amount so charged to Borrower's Credit Line will be a credit advance and will decrease the funds available, if any, under the Credit Line- However, Lender has no obligation to provide any of the credit advances inferred to in this l:>aragraph. Effective Disbursement Date. The words "Effective Disbursement Date" as used in this Agreement mean a date, after the Opening Date, when the Agreement is accepted by Lender in the Commonwealth of Pennsylvania following the perfection of Lender's .security agreements and the meeting of all of Lender's other conditions. Borrower agrees and understands that Borrower may not receive any c;red!t advance under Borrower's Credit Line until after the Effective Disbursement Date of this Agreement. Credit Advances. Attar the Effective Disbursement Date of this Agreement, Borrower may obtain credit advances cndcyr Borrower's Credit Line as follows: Telephone Request. Requesting a credit advance from Borrower's Credit Line to be applied to Borrower's designated account by telephone. Except for transactions covered by the federal Electronic Fund Transfers Act and unless othierwise agreed in }your deposit account agreement, Borrower acknowledges and Borrower agrees that Lender does not accept responsibility for the ar.rthenticity of telephone CREDIT AGREEMER 4ND DISCLOSURE CHANGE IN , .MS AGREEMENT Loam No: (Continued) Page 2 instructions and that Lender will not be liable for any loss, expense, or cost arising out of any telephone request, including any fraudulent or unauthorized telephone request, when acting upon such instructions believed to be genuine. Requests By Mail. Requesting an advance by mail. Requests in Person. Requesting a credit advance in person at any of Lender's authorized locations. If there is more than one person authorized to use this Credit Line Account, Borrower agrees not to give Lender conflict!ng instructions, such as one Borrower telling Lender not to c3ive advances to the other. Transaction Requirements. The following transaction limitations will apply to the use of Borrower's Credit Line: Request By Mail, In Person Request and Telephone Request Limitations. Ttrere are no transaction limitations for requesting an advance by mail, requesting an advance in person or requesting an advance by telephone. Future Credit Line Services. Borrover's application for this Credit Line also serves as a request to receive any new services !such as access devices) which may be available at some future time as one of Lender's services in connection wiith this Credit Line. Borrower understands that this request is voluntary and that Borrower may refuse any of these new services at the time they are offered. Borrower further understands that the terms and conditions of this Agreement, together with any specific terms covering the ne:w service, will govern any transactions made pursuant to any of these new services. Collateral. Borrower acknowledges this Agreement is secured by the following c;ellateral described in the security instruments listed herein: IA) a Mortgage Dated October 10, 2007, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania. (CI inventory, chattel paper, accounts, equipment and general intangibles described in a Cornmercial Security Agreement dated October 10, 2007. Insurance. Borrower must obtain insurance on the Property securing this Agreement that is reasonably satisfactory to Lender. Borrower may obtain property insurance through any company of Borrower's choice that is reasonably satisfactory to Lender. Borrower has the option of providing any rnsurance required under this Agreement through an existing policy or a policy independently obtained and paid for by Borrower, subject to Lender's right, for reasonable cause before credit is extended, to decline any insurance provided by Borrower. Subject to applicable law, if Borrower fails to obtain or maintain insurance as required in the Mortgage, Lender may purchase insurance to protect Lender's own interest, add the premium to Borrower's balance, declare the loan in default, or cio any one or more of these things. Statutory Lien. Borrower agrees that all credit advances Borrower receives under the plan are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender to apply the balance in these accounts to pay any amounts due under this Agreement when Borrower is in default under this Agreement. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. When FINANCE CHARGES Begin to Accrue. Periodic FINANCE CHARGES for credit advances under Borrower's Credit Line will begin to accrue on the date credit advances are posted to Borrower's Credit Line. There is no "Free ride period" ~rohich would allow Borrower to avoid a FINANCE CHARGE on Borrower's (:redit Line credit advances. Method Used to Determine the Balance on Which the FINANCE CHARGE Will Be Computed. A n-!onthly FINANCE CHARGE will be imposed on all credit advances made under Borrower's Credit Line imposed from the date of each credit advance based on the "average daily balance" method. To get the average daily balance, Lender takes the beginning balance of Borrower's Credit Line Account each day, add any new advances and subtract any payments or credits. This gives Lender a daily balance. Then, Lender adds up all the daily balances for the statement cycle and divides the total by the number of days in the statement cycle. This gives Lender the "average daily balance." Method of Determining the Amount of FINANCE CHARGE. Any FINANCE CHARGE is determined by applying the monthly "Periodic Rate" to the balance described herein. This is Borrower's FINANCE CHARGE calculated by applying a Periodic: Rate. Borrower also agrees to pay FINANCE CHARGES, not calculated by applying a Periodic Rate, as :>et forth below: Minimum FINANCE CHARGE. In any event, including payment of the Credit Line balance in full, Borrower may have to pay a Minimum FINANCE CHARGE of 50.50. This fee will be charged as follows: Monthly. Annual Review Fee. At the time of an annual review of Borrower's Credit Line Account Borrower will be charged a fee as follows: 0.00. Periodic Rate and Corresponding ANNUAL PERCENTAGE RATE. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Line are subject to change from time to time based on changes in an index which is Lender's Prime Rate {the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. The ANNUAL PERCENTAGE RATE on Borrower's Credit Line: is based upon the Index and the margin described below 1"Margin"1. The Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE on Borrower's Credit Lime will increase or decrease as the Index increases or decreases from time ?co time. Lender will determine the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE as follows: Lender starts with the current Index and then adds a certain Margin as disclosed below. To determine the Periodic Rate that will apply to Borrower's account, Lender adds a margin to the value of the Index, then divides the value by 12 (monthly). Te obtain the ANNUAL PERCENTAGE RATE Lender multiplies the Periodic Rate by 12 Imonthly). This result is the ANNUAL PERCENTAGE RATE. In no event will the corresponding ANNUAL PERCENTAGE RATE be less than 3.000% per annum or more than the lesser of 18.000°% or the maximum rate allowed by applicable law. Adjustments to the Periodic Rate and the corresponding ANNUAL PERCENTAGE RATE resulting from changes in the Index will take effect the first business clay after a payment is made following a change in interest rates. Notwithstanding the above provisions, the maximum increase or decrease in the interest rate at any one time on this loan will not exceed 3.000 percentage points. Today the Index is 7.750% per annum, and therefore. the initial ANNUAL PERCENTAGE RATE and the corresponding Periodic Rate on Borrower's Credit Line are as stated below Range of Balance or Conditions Current Rates for the First Payment Stream Margin Added ANNUAL PERCENTAGE to Index RATE All Balances 0.500% 8.250% Monthly Periodic Rate 0.68750% Notwithstanding any other provision of this Agreement, Lender will not charge interest on any undisbursed loan proceeds. CREDIT AGREEMEII AND DISCLOSURE CHANGE IN "r IMS AGREEMENT Loan No: (Continued) Page 3 Forgo Rate Increases. If we forgo an ANNUAL PERCENTAGE RATE increase, at the time of a later adjustment we may Return to the full Index value plus margin. Conditions Under Which Other Charges May Be Imposed. Borrower agrees to paiy all the other feE:s and charges related tc> Borrower's Credit Line as set forth below: Fee to Stop Payment. Borrower's Credit Line Account may be charged 530.00 when Borrower requests a stop payment on Borrower's account. Late Charge. In addition to Lender's rights upon default, Borrower's payment will be late if it is not received by Lender within 15 days after the "Payment Due Date" shown on the voucher Borrower receives with each credit advance. If Borrower's payment is late Lender may charge Borrower 5,000% of the unpaid amount of the payment or 525.00, whichever is greater. Lien Release Fees. In addition to all other charges, Borrower agrees, to the extent not prohibited by law, to pay all governmental fees for release of Lender's security interests in collateral securing Borrower's Credit Line. Borrower will pay these fees at the time the lien or liens are released. The estimated amount of these future lien release fees is 575.00. Security Interest Charges. Borrower agrees to pay all security interest charges related to Borrower's Credit Line as set forth below: United One Resources 535.00 Loan Document Fee 5275.00 Flood Determination S 15.00 United One IiCC Search 538.00 TaxTrax 590.00 Recording Fee 575.50 UCC Filing 584.00 Total 5612.50 Right to Credit Advances. After the Effective Disbursement Date, Lender will honor Borrower's requests for credit advances up to Borrower's Credit Limit so long as: (Al Borrower is not in default under the terms of this Agreement; IB) this Agreement has not been terminated or suspended; and IC) Borrower's Credit Line has not been cancelled as provided above in the section of this Agreement titled "Term." Default. Lender may declare Borrower to be in default if any one or more of the following events occur: IA) Borrower fails to pay a Minimum Payment when due; IB) an event of default occurs under the security agreement for the Property; ICI the Property is further encumbered in any way, voluntarily or involuntarily; (D) Borrower dies; IE1 Borrower makes any false or misleading statements on Borrower's Credit Line application; (F) Borrower violates any provision of this Agreement or any other agreement with Lender; IG) any garnishment, attachment, or execution is issued against any material asset owned by Borrower; (H) Borrower exceeds Borrower's Credit Limit; (I1 Borrower files for bankruptcy or other insolvency relief, or an involuntary petition under the provisions of the Bankruptcy Code is filed against Borrower; IJ) Lender in good faith believes itself insecure. Lender's Rights. If Borrower is in default, Lender will send notice to Borrower setting forth a time period of at least thirty 130) days within which such default may be cured. During this cure period, without notice, Lender may suspend Borrower's Credit Line as provided below. If such default is not cured during this period, Lender may either terminate or continue suspension of Borrower's Credit Line Account. Suspension. If Lender suspends Borrower's Credit Line, Borrower will lose the right to obtain further credit advances. However, all other terms of this Agreement will remain in effect and be binding upon Borrower, including Borrower's liability for any further unauthorized use of any Credit Line access devir:es. Termination. If Lender terminates Borrower's Credit Line, Borrower's Credit. Line will be suspended and the entire unpaid balance of Borrower's Credit Line Account will be immediately due and payable, without prior notice except as may be required by law, and Borrower agrees to pay that amount plus all FINANCE CHARGES and other amounts clue under this Agreement. Collection Costs. Lender may hire or pay someone else to help collect this ,4greement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction!, and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by IaNr. Rate Increase. In addition to Lender's other rights on default, Lender may increase the variable interest rate under this Agreement to 1 5.000 percent per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If Lender does not increase the interest rate on default, it will continue at the variable rate in effect as crf the date Lender declares a default. Delay in Enforcement. Lender may delay or waive the enforcement of any of Lender's rights under this Agreement ~Nithout losing that right or any other right. If Lender delays or waives any of Lender's rights, Lender may enforce that right at any time in the future without advance notice. For example, not terminating Borrower's account for non-payment will not be a waiver of Lender's right to terminate Borrower's account in the future if Borrower has not paid. Termination by Borrower. If Borrower terminates this Agreement, Borrower must notify Lender. Despite termination, Borrower's obligations under this Agreement will remain in full force and effect until Borrower has paid Lender all amounts due under this Agreement. Prepayment. Borrower may prepay all or any amount owing under this Credit Line at any time without penalty, except Lender will be entitled to receive the Minimum FINANCE CHARGES as stated above and to receive all accrued FINANCE CFIARGES, and other charges, if any. Payments in excess of Borrower's Minimum Payment will not relieve Borrower of Borrower's obligation to continue to make Borrower's Minimum Payments. Instead, they will reduce the principal balance owed on the Credit Line. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such e payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that ~s tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Members 1st Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. Notices. All notices will be sent to Borrower's address as shown in Borrower's Credit Line application. Notices wil! be mailed to Borrower at a different address if Borrower gives Lender written notice of a different address. Borrower agrees to advise Lender promptly if Borrower changes Borrower's mailing address. Annual Review. Borrower agrees ghat Borrower will provide Lender with a current financial statement, a new credit application, or both, annually: on forms provided by Lender. Based upon this information Lender will conduct an annual review of Borrower'<; Credit Line Account. CREDIT AGREEMEII' aND DISCLOSURE CHANGE IN '1 ,MS AGREEMENT Loan No: (Continued) Page 4 Borrower also agrees Lender may obtain credit reports on Borrower at any time, at Lender's sole option and expense, far any reason, including but not limited to determining whether there has been an adverse change in Borrower's financial condition. Lender may require a new appraisal of the Property which secures Borrower's Credit Line at any time, including an internal inspection, at Lender's sole option and expense. Borrower agrees to pay the annual review fee shown above. Borrower authorizes Lender to release information about Borrower to third parties as described in Lender's privacy policy and Lender's Fair Credit Reporting Act notice, provided Borrower did not opt out of the applicable policy, or as permitted by law. Based upon a material adverse change in Borrower's financial condition isuch as termination of employment or loss of income), Lender may suspend Borrower's Credit Line. Transfer or Assignment. Without prior notice or approval from Borrower, Lender reserves the rigl-rt to sell or transfer Borrower's Credit Line Account and Lender's rights and obligations under this Agreement to another lender, entity, or person, and to assign Lender's rights under the Mortgage. Borrower's rights under this Agreement belong to Borrower only and may not be transferred or assigned. Borrower's obligations, however, are binding on Borrower's heirs and legal representatives. Upon any such sale or transfer, Lender will have no further obligation to provide Borrower with credit advances or to perform any other obligation under this Agreement. Notify Us of Inaccurate Information We Report To Consumer Reporting Agencies. Please notify us if we report any inaccurate information about your account(sl to a consumer reporting agency. Your written notice describing the specific inacc:uracy(iesl should be sent to us at the following address: Members 1st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 170~i0. Jury Waiver. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. Governing Law. This Agreement will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Caption Headings. Caption headings in this Agreement are for convenience purposes only and area not to be used tr: interpret or define the provisions of this Agreement. Interpretation. Borrower agrees that this Agreement, together with the Mortgage, is the best evidence of Borrower's agreements with Lender. If a court tinds that any provision of this Agreement is not valid or should not be enforced, that fact by itself will not mean that the rest of this Agreement will not be valid or enforced. Therefore, a court may enforce the rest of the provisions of this Agreement even if a provision of this Agreement may be found to be invalid or unenforceable. If Lender goes to court for any reason, lender can use a copy. filmed or electronic, of any periodic statement, this Agreement, the Mortgage or any other document to prove what Borrower owes Lender or that a transaction has taken place. The copy, microfilm, microfiche, or optical image will have the same validity as the original. Borrower agrees that, except to the extent Borrower can show there is •a billing error, Borrower's most current periodic statement is the best evidence of Borrower's obligation to pay, Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. if the offending prevision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, t:he illegality, invalidity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Arbitration. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either panty. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Continuing Validity. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(sl, remain unchanged and in full force and effect. Consent try Lender to this Agreement does not waive Lender's right to strict performance of the obligationls) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(sl. It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligationlsl, including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will net be released by it. This waiver applies not arty to any initial extension, modification or release, but also to all such subsequent actions. Confession of Judgment. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ,4NY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THE CREDIT LINE ACCOUNT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE CREDIT LINE ACCOUNT, TOGETHER WITH COSTS OF SUIT, AND AN P,TTORNEY'S COMMISSION OF TEN PERCEN"f (10°k) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, TI-115 AGREEMENT OR A COPY OF THIS AGREEMENT '4~ERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GFIANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT BORROWER HEREBY WAIVES ANY RIGHT- BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAI 'DITHER A RE''RESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO CREDIT AGREEMER' aND DISCLOSURE CHANGE IN 1 ;MS AGREEMENT Loan No: (Continued) Page 5 BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. Acknowledgment and Amendments. Borrower understands and agrees to the terms and conditions in this Agreement. Borrower acknowledges that, subject to applicable laws, Lender has the right to change the terms and conditions of the Credit Line program, including without limitation, the Margin. If Lender changes the Periodic Rate and subsequent new credit advances are made under this Agreement, the entire balance will be subject to the new rates. Borrower also understands and agrees that Borrower may be subject to other agreements with Lender regarding transfer instruments or access devices which may access Borrower's Credit Line. Any person siclning below may request a modification to this Agreement, and, if granted, the modification will be binding upon all signers. By signing this Agreement, Borrower arkrlowledges that Borrower has read this Agreement. This Agreement is dated October 10, 2007. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CON CTION SERVES UNLI I D, LLC g (Seal) a es R. Linn, Membe o Co truction Services U limited, LLC ACCEPTED: MEMB 1ST FEDERA CREDIT UNION g ; (Beall uthorized Sign LASER PRO Lcndnp. Vor. 6.73.00.00! COP~~ Mnbnd FlncnoiN 9oWlronc, Inc. 1997. 1007 Aq Pphu Roxrnd. PA C:\COAMAERf.IA~\CF11lPl\026.FC TR~ I619 PR~ 19 EXHIBIT "C" ~ ~ ! ~~ .. , ~~ ~. Parcel Identification Number: 22-24-0771-001 RECORDATION REQUESTED BY: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 WHEN RECORDED MAIL TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 ,. i ., . _ . i ~' ~~JG~ ~~~~~~ g i~Cl 10 Q8 SEND TAX NOTICES TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 FOR RECORDER'S USE ONLY OPEN -END MORTGAGE THIS MORTGAGE SECURES FUTURE ADVANCES MAXIMUM LIEN. The unpaid principal balance of advances exclusive of interest and unpaid balances of advances and other extensions of credit, secured by the Mortgage made for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the mortgaged premises shall not exceed at any one time 530,000.00. Amount Secured Hereby: $30,000.00 THIS MORTGAGE dated May 7, 2007, is made and executed between John S. Linn and Anna Mae Linn (referred to below as "Grantor") and Members 1st Federal Credit Union, whose address is ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (referred to below as "Lender"}, GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights?; and all other rights, royalties, and profits relating to the real property, including without limitation aH minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in Cumberland County, Commonwealth of Pennsylvania: ALL THAT CER-FAIN tract in Monroe Township, Cumberland County, Pennsylvania bounded and described as follows, to wit. Beginning at a iron pins, said point being the northwest property corner of lands now or formerly of David & Linda Smith and also lies on the Eastern property line of lands now or formerly of William & Vera Brubacker; thence along lands now or formerly of William & Vera Brubacker, North 41 degrees 35 minutes 38 seconds Wiest a distance of 753.92 feet to a point; thence along lands now or formerly of Agnes Deel, North 56 degrees 31 minutes 13 seconds East a distance of 379.47 feet to a BK1991~G165! MORTGAGE (Continuedl~ Page 2 point; thence ,along Lot 2 of the Final Subdivision Plan for John Linn, South 44 degrees 34 minutes 46 seconds East a distance of 532.29 feet to a point; thence along the same South 60 degrees 41 minutes 50 seconds East a distance of 107.74 feet to a point on the northern rigght-of-way of Kiner Boulevard, thence along the northern right-of-way of Kiner Boulevard by a curve to the left having a radius of 60.00 feet, an arc en th of 69.18 feet, a cord bearing of South 03 degrees 43 minutes 45 seconds East and a chord length of 65.41 feet to a point ;thence along lands now or formerly of David & Linda Smith South 00 degrees 41 minutes 04 seconds West a distance of 89 45 feet to an iron pin; thence, along the same, South 56 degrees 57 minutes 03 seconds West a distance of 342.12 feet to an Iron pin, said iron pin being the point of beginning. The Real Property or its address is commonly known as 1370 Kiner Road ,Carlisle , PA 17015. The Real Property parcel identification number is 22-24-0771-001. CROSS-COLLATERALIZATION. In addition to the Credit Agreement, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of either Grantor or Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower and Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Credit Agreement, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party o' otherwise, and whether recovery upon such amounts may be: or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may tie or hereafter may become otherwise unenforceable. REVOLVING LINE OF CREDIT. This Mortgage secures the Indebtedness including, without limitation, a revolving line of credit, which obligates Lender to make advances to Borrower unless Borrower fails to comply with all the terms of the Credit Agreement. Grantor presently assigns to Lender all of Grantor's right, title, and ir~terest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND l'HE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (AI PAYMENT OF THE INDEBTEDNESS AND (BI PERFORMANCE OF EACH OF GRANTOR'S .AGREEMENTS AND OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives all rights or defenses arising by reason of any "one action" or "anti-deficiency" law, or any other law which may prevent lender from bringing any action against Grantor, including a claim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency, before or after Lender's c:ammencement or completion of any foreclosure action, either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: lal this Mortgage is executed at Borrower's request and not at the request of Lender; lbl Grantor has the full power, right, and authority to enter into this Mortgage and to hypothecate the Property; (cl the provisions of this Mortgage do not conflict with, or result in a default under any agreement or other instrument binding upon Grantor and do not result in a violation of any law, regulation, court decree or order applicable to Grantor; (d) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (e) Lender has made no representation to Grantor about Borrower (including without limitation the creditworthiness of Borrowerl• PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower and Grantor shall pay to Lender all Indebtedness secured by this Mortgage as it becomes due, and Borrower and Grantor shall strictly perform all Borrower's and Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower and Grantor agree that Borrower's and Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; 121 use, operate or manage the Property; and (31 collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perforrn all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: (11 During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from r,he Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by lender in writing, (al any breach or violation of any Environmental Laws, Ib) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance 8~ 1991 Pi;2eo2 MORTGAGE (Continued) Page 3 on, under, about or from the Property by any prior owners or occupants of the Property, or (cl any actual or threatened litigatior or claims of any kind by any person relating to such matters; and 13) Except as previously disclosed to and acknowledged by Lender in writing, (al neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Law;.. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deerrr appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and ;hall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby 11) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable far cleanup or other costs under any such laws; and 12) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been Known to Grantor. Tht: provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Withoul: limiting the generality of the foregoing, Grantor ~Nill not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gasl, coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the rennoval of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Ertter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with thE; terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall prornptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance:, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion„ Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts., in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE -CONSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three i3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. Ho~rvever, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. Th;; lollowing provisions relating to the taxes arnd liens on the Property are part of this Portgage: Payrnent. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shalt pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for those liens specifically agreed to in evriting by Lender, and except for ttre lien of taxes and assessments not due as further specified in the Right to Contest paragraph. 8~ 1 99 i PG~563 MORTGAGE: {Continued) Page 4 Right to Contest. Grantor may withhold payment of any tax, assessment, or clairn in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen 11 5) days after the lien arises or, if a lien is filed, within fifteen (151 clays after Grantor has notice of the tiling, secure the discharge of the lien, or if requested by Lender, deposit witn Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees, or othesr charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fiftef;n (151 days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials and the cost exceeds 55,000.00. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the co:>t of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis far the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such (lability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written 'by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of thirty (30) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, for the maximum amount of your credit line and the full unpaid principal balance of any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance I'rograrn, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notity Lender o± any loss or damage to the Property if the estimated cost of repair or replacement exceeds 55,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (1 5) days of the casualty. Whether or not Lender's security is innpaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. (f Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, anti the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any procc,eds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear. LENDER'S EXPENDITURES. It any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Credit Agreement from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will IA) be payable on demand; (B', be added to the balance of the Credit Agreement and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the ~3~ ~ 9y 1 iG~o64 MORTGAGE (Continued) Page 5 remaining term of the Credit Agreement; or ICI be treated as a balloon payment which will be due and payable at the Credit Agreement's maturity. The Mortgage also will secure paymen~: of these amounta. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of thie Property are a part of this Mortgage: Title.. Grantor warrants that: (al Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set. forth in the Real Property description ar in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and Ib) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full. CONDEMNATION. The`ollowing provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to Frermit such participation. Application of Net F~roceeds. It all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provmsions relating to governmental taxes, fees and charges are a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charyes for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Borrower which Borrower is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; t3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Credit Agreement; and (4) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Borrower. Subsequent Taxes. Ii any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of ' s available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it: becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufticienr corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property BKi9'~~~v~'~55 MORTGAGE (Continued) Page 6 constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Coinbmercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained leach as required by the l.lnitorm Commercial Code) arc as stated on the first page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations ~~re a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be tiled, recorded, refiled, or rerecorded, as the rase may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, aerfect, continue, or preserve (11 Borrower's and Grantor's obligations under the Credit Agreement, this Mortgage, and the Related Documents, and (21 the liens and security interests created by this Mortgage as first and prior liens on thE~ Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authorizations. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things as may be necessary or desirable, in Lender';> sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. Ii Borrower and Grantor pay all the Indebtedness when due, terminates the credit Yine account, and Grantor otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidenc'ng Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent tiling of or to effect discharge of any lien. Other Defaults. Borrower or Grantor tails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower or Grantor. Default in Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension at credit, security agreement, purchase or sales ayreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's ability to repay the indebtedness or Borrower's or Grantor's ability to perform their respective obligations under this Mortgage or any rotated document. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect lincluding failure of any collateral document to create a valid and perfected security interest or lien) at any time and 3~{I991~~Zb~6 MORTGAGE (Continued) for any reason. Page 7 Death or Insolvency. The dissolution of Grantor's (regardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Borrower's or Grantor's existence as a going business or the death of any member, the insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrov~er or Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Borrower's or Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety frond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve nr bond for the dispute. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any other agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit Yne Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payrnem. or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If amp default, other than a default in payment is curable and it Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve (1:?) months, it may be cured if Grantor, after receiving written notice from Lender demanding cure of such default:: 111 cures the default within thirty (30) days; or 12) if the cure requires more than thirty 130) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by applicable taw, to declare the entire Indebtedness immediately dine and payable. UCC Remedies. With respect to atl or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code.. Collect Rents. Lender shall have the right, without notice to Borrower or Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lend<:r may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably authorizes lender to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender':; demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with iFce power to protect and preserve the Propert}~, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve v~ithout bond if permitted by law. L.ender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. B~{99iP~26~7 MORTGAGE (Continued) Page 8 Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere, as attorney for Lender and all persons claiming under or through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and <~gainst all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit., shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudicial Sale. If permitted by applicable law, Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for any de:iiciency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant a~ sufferance of Lender or the purchaser of thE: Property and shall, at Lender's option, either f11 pay a reasonable rE:ntal for the use of the Property, or 121 vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Credit Agreement or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Borrower and Grantor hereby waive any and all right to have the Property marshalled. In exercising its rights grid remedies, Lender shall be free to sell a!I or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otheerwise required by applicable law, reasonable notice shall mean notice given at least ten (101 days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the frights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or Borrower andlor against any other co-maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable: as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Credit Agreement rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses far bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunetionl, appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports dincluding foreclosure reportsl, surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by lavv NOTICES. Unless otherwise provided by applicable law, any notice required to be given under this Mortgage shall be given in writing, and shall be effective when actually delivered, when actually received by teletacsimile ;unless otherwise required by fowl, when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mUil, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of tiffs Mortgayc. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage and notices pursuant to 42 Pa. C.S.A. Section 8143, et. seq., shall be sent to Lender's address, as shown near the beginning of this Mortgayc. Any party may chanye its address for natives under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. =or notice purposes, Grantor agrees to keep Lender informed at al! times of Grantor's current address. Unless 3~ 199 l ~G26b8 MORTGAGE (Continued) Page 9 otherwise provided by applicable law, if there is more than one Grantor, any notice given by Lender to ar4y Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the p~irties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Arbitration. Borrower and Grantor and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Mortgage or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Property shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, abtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiwer; or exercising any rights relating to personal property, including taking or disposing of such property with ear without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Property, including any claim to rescind, reform, or otherwise modify any agreement relating to the Property, shall also be arbitrated., provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Mortgage shall preclude any party from seeking equitable relief from a court of coimpetent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provia:ion. Caption Headings. Caption headings in this Mortgage are for convenience purposiss only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Mortgage has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. i `there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Joint and Several Liability. All obligations o1 Borrower and Grantor under this Mortgage shall be joint and several, and all references t~~ Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each Grantor signing below is responsible for all obligations in this Mortgage. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a v~raiver of such right or any ocher right. A waiver by Lender of .a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender; nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any tuture transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be yranted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any person or circumstance, that finding sherll not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortyage. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There she I he no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the inrritten consent BK199i°2059 MORTGAGE (Continued) Page 10 of Lender. Successor Interests. The terms of this Mortgage shall be binding upon Grantor, and upon Grantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Time is of the Essence. Time is of the essence in the pertormance of this Mortgage. Waive Jury. All parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brougnt by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have 1:he following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and tenrns not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Construction Services Unlimited, LLC and includes all co-signers and co-makers signing the Credit Agreement and all their successors and assigns. Credit Agreement. The words "Credit Agreement" mean the credit agreement da'[ed May 7, 2007, with credit limit Of $30,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of the Credit Agreement is April 30, 2010. NOTICE TO GRANTOR: THE CREDIT ACrREEMENT CONTAINS A VARIABLE INTEREST RATE. Default. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Environmental Laws. The words "Environmental Laws" mean any and all state, tr;deral and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without (imitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 96Q1, et seq. 1"CERCLA"1, the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SAR~a"1, the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applic+3ble state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the: events of default set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word "Grantor" means John S. Linn and Anna Mae Llnn. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, i!nctuding without limitation a guaranty of all or prart of the Credit Agreement. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or priysical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substancfa" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "'Improvements" means all existing ar~d future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Credit Agreement or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Credit Agreement or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. The liens and security interests created pursuant to this Mortgage covering the Indebtedness which may be created in the future shall relate back to the date of this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may he indirectly secured by the Cross-Collateralization provision of this Mortgage. Lender. The word "Lender" means Members 1st Federal Credit Union, its successors and assigns. Mortgage. The word "Mortgage" means this f~tortgage between Grantor and Lender. B;(1991~G7670 MORTGAGE (Continued) gage 11 Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, alf replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, i;>sues, royalties, profits, and other benefits derived from the Property. ' EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS Mf)RTGAGE, AND EACH GRANTOR AGREES TO Il"S TERMS. THIS MORTGAGE IS GIVL=N UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: X 1 i (Beall Jpt~f .Linn ~~ ~ ,~ X~r,~~~~ CLC~--~~u--+~ ISeall Anna Mae Llnn CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, Members 'lst Federal Credi4 Union, herein is as follows: ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (/~' '"/y/~(Ipn )-~J~~ n ~ t,~~r~(1--'' ttorney or Agent for Mortgagee INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF !,~~~C_L.L~(~ ) / On this, the r~ day of l ~ I 0 r~ 7 bgfore me ( lr_~Q ~~ ,the undersigned Not y Public, personally a p r~1r]~l~r~/5~,~.jr}r,S~a~i~iiA~ir(a 171a;~'_'.,' ~ [~ Llnn, known to me for satisfactorily proven) to be the person whose names are sub.scritr~l to th.~ witr~ in instrument, and 7~ acknowledged that they executed the same for the purposes therein contained. (11 l.Ut71LC1'1~.~`3C~ ~..:11.I11~V Pi In witness whereof, I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA ~ ~ --- ~ ~ Notarial Seal Notary Public in and for th ~ tg~~M;"~1,~{,r yg Laura L Hoke, Notary Public ~ ~-*'' Upper Allen Twp., Cumberland County ~-._.:'. My Commission Expires Jan. 25, 2011 ~~ S ~, - ~ ~~ f Member, Pennsylvania Associatio t ~ ~~j ~ ~ ~ , EXHIBIT "D" :.~~~r~ Parcel Identification Number: 22-24-0771-001 RECORDATION REQUESTED BY: Members 1st Federal Credit. Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 WHEN RECORDED MAIL TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 SEND TAX NOTICES TO: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 FOR RECORDER'S USE ONLY MODIFICATION OF MORTGAGE THIS MODIFICATION OF MORTGAGE dated October 10, 2007, is made and executed between John S. Linn and Anna Mae Linn (referred to below as "Grantor") and Members 1st Federal Credit Union, whose address is ATTN: Small Business Lending, 5000 Louise Drive,. Mechanicsburg, PA 17055 (referred to below as "Lender"?. MORTGAGE. Lender and Grantor have entered into a Mortgage dated May 7, 2007 (the "Mortgage"I which has been recorded in Cumberland County, Commonwealth of Pennsylvania, as follows; Recorded on May 9, 2007; Cumberland County Recorder of Deeds, Book 1991; F'age 2661; Modification of Mortgage recorded on 08/31/2007, Instrument # 200734129. REAL PROPERTY DESCRIPTION. The Mortgage covers the following described real property located in (:umberland County, Commonwealth of Pennsylvania: ALL THAT CERTAIN tract in Monroe Township, Cumberland County, Pennsylvania bounded and described as follows, to wit. Beginning at a iron pins, said point being the northwest property corner of lands now or formerly of David & Linda Smith and also lies on the Eastern property line of lands now or formerly of William & Vera Brubacker; thence along lands now or formerly of William & Vera Brubacker, Nor1:h 41 degrees 35 minutes 38 seconds Wiest a distance of 753.92 feet to a point; thence along lands now or formerly of Agnes Deel, North 56 degrees 31 minutes 13 seconds East a distance of 379.47 feet to a point; thencF; ,along Lot 2 of the Final Subdivision Plan for John Linn, South 44 degrees 34 minutes 46 seconds East a distance of 532.29 feet to a point; thence along the same South 60 degrees 41 minutes 50 seconds East a distance of 107.74 feet to a point on the northern right-of-way of Kiner Boulevard, thence along the northern right-of-way of Kiner Boulevard by a curve to the left having a radius of 60.00 feet, an arc length of 69.18 feet, a coed bearing of South 03 degrees 43 minutes 45 seconds East and a chord length of 65.41 feet to a point ;thence along lands now or tnrmerly of David & Linda Smith, South 00 degrees 41 minutes 04 seconds West a distance of 89.45 feet to an iron pin; thence, along the same, South 56 degrees 57 minutes 03 seconds West a distance of 342.12 feet to an iron pin, said iron pin being the point of beginning. The Real Property or its address is commonly known as 1 370 Kiner Road ,Carlisle , PA 1701 5. The Flea) Property parcel identification number is 22-24-0771-001. MODIFICATION. Lender and Grantor hereby modify the Mortgage as follows: Increasing Amount Secured from $50,000.00 to $90,000.00. MODIFICATION OF MORTGAGE (Continued- Page 2 CONTINUING VALIDITY. Except as expressly modified above, the terms of the original Mortgage shall remain unchanged and in full force and effect and are legally valid, binding, +~nd enforceable in accordance with their respective terms. Consent by Lender to this Modification does not waive Lender's right to require strict performance of the Mortgage as changed above nor obligate Lender to make any future modifications. Nothing in this Modification shall constitute a satisfaction of the promissory note or other credit agreement secured by the Mortgage (the '°Note"). It is the intention of Lender to retain as liable all parties to the Mortgage and all parties, makers and endorsers to the Note, including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, shall not be released by virtue of this Modification. If any person who signed the original Mortgage does not sign this Modification, then all persons signing below acknowledge that this Modification is given conditionally, based on the representation to Lender that the non-signing person consents to the changes and provisions of this Modification or otherwise will not be released by it. This waiver applies not only to any initial extension or modification, but also to all such subsequent actions. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF MORTGAGE AND GRANTOR AGREES TO ITS TERMS. THIS MODIFICATION OF MORTGAGE IS DATED OCTOBER 10, 2007. THIS MODIFICATION IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MODIFICATION IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR' ~ ~ X (Seep S. inn X C~,s,+,~ Q- •~~l mac. ~~-~-,.~~.J ISeall Anna Mae Llnn LENDER: MEMBERS 1ST FEDERAL REDIT UNION ~' {Seal) uthorized Signer CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, Members 1st Federal Credit Union, h ein is as follows: ATTN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 170 ttorney or Agent for Mortgagee MODIFICATION OF MORTGAGE (Continued) Page 3 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF i~7~ILL~1 ([,~ ,U 1 / On this, the ~ _ day of DL-~b~-~ 20 Q T ,before me /~L7 L.U~G,(~ ,the undersigned Notary Public, personally appeared John S. Linn and Anna Mae Linn, known to me (or satisfactorily proven) to be the person whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. In witn ~ NA+ `Ha14BhY~tl offic' al. ~/f Notarial Seal G~~ (, ~j~' Laura L. Hoke, Notary Public Upper Allen Twp., Cumberland County My Commission Expires Jan, 25, 2011 Notary Public in and for the State of _ _ _ _ Member, Pennsylvania Aeaoclation of Notaries LENDER ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 SS COUNTY OF On this, the day of 20 ,before me ___ ,the undersigned Notary Public, personally appeared ____ who acknowledged himself or herself to be the _ _ of a lender, and that he or she as such being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the lender by himself or herself as In witness whereof, 1 hereunto set my hand and official seal. Notary Public in and for the Steite of - _ LASER rq0 Lmtlmp. V~,. 5.77.Op.OW Cop,. Hw1,mE FnPonvW Solulbn,, Inc. 199J, 2007. All RIgM1I, R~wrwd. ~ PA C:ICOMMERCUIL1CF11LPLIGI0I.FC TR~1519 PR~17 ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 200739414 Recorded On 10/15/2007 At 10:34:12 AM * Instrument. Type -MODIFICATION OF MORTGAGE Invoice Number - 6667 User ID - RAK * Mortgagor -LINK, JOHN S * Mortgagee -MEMBERS 1ST FEDERAL CR UN * Customer -MEMBERS 1ST FEDERAL CR UN * FEES STATE WRIT TAX $0.50 RECORDING FEES - $11.50 RECORDER OF DEEDS COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $17.00 ~° Total Pages -• 4 Certification Page DO NOT DETACH This page is now part of this legal document. I Certify this to he recorded in Cumberland County PA ,~ O~ SUM@`y . a " ~v 1.-~,~- . ~ - RECORDER O D EDS f ~: I 1750 '~ -Information denoted by an asterisk may change during the verification process and many not be reflected on this page. i~iuiuiiaiiumuiii EXHIBIT "E" COMMERCIAL GUARANTY Prln~ip~1` ;Loan -rate Me~urit~y Ln~~t No Gad[ t col- ; ACCO1#n~ .: C3lfficar lrtitta#,8 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing """"' has been omitted due to text length limitations. BOrrOWer: Construction Services Unlimited, LLC 1366 Kiner Blvd Carlisle , PA 17015 Lender: Members 1st Federal Credit Union ATTN: ;imall Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 Guarantor: James R. Linn 1366 Kiner Blvd Carlisle , PA 17015 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Credit Agreement and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not e:~chausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor wilt make any payments to Lender or its order, on demand, in legal tender of the United States of ,America, in same-clay funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Credit Agreement and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Credit Agreement and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Credit Agreement and Related Documents. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor undev this Guaranty. .4 revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of the Indebtedness. Guarantor specifically acknowledges and agrees that fluctuations in the amount of the Indebtedness, even to zero dollars IS 0.001. shalC not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and (CI payment in full in legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION l'0 LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change onE: or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (DI to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (FI to apply such security and direct the order or manner of sale thereof, including without limitation, an}~ nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to ;sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) nc:s representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; IC) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of ar~y law, regulation, court decree or order applicable to Guarantor; IEI Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or other rise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial anc:i credit information in form acceptable to Lender, <cnd all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarant:or's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (HI no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditevorthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. 3uarantor agrees to keep adequately info.~med from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course o? its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender IAJ to continue lending money or to extend other credit to Eorrower, (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; 1!a to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (Dl to proceed directly against or e:Khaust any collateral held by Lender from Borrower, any other guarantor, or any other person; IEl to give notice of the terms, ~ rre, and piece of any public or private sale of personal property security held by Lender from Borrower or to comply with COMMERCIAL GUARANTY Loan No: 302280-01 (Continued) Page 2 any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remed}r within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also ~.vaives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of IAl ,any "one action" or "anti-deficiency" law or <:ny other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; IC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any colfateral for the Indebtedness; (E- any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or IF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, dlemand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agree:> that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether ar not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effectiive only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. TFie following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Guaranty or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any night, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall anso be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Guaranty shall preclude any Pretty from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, lathes, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shaill apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fee<.> and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland Coun*,y, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the ' COMMERCIAL GUARANTY Loan No: 302280-01 (Continued)I warranties, representations and agreements of this paragraph. Page 3 Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one; Guarantor, the uvords "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. I'f any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partnE;rs, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise o1' such powers shawl be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shalt be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the: addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to tare notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any right:> under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or cif any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, procraeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in la+nrful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Llniform Commercial Code: Borrower. The word "Borrower" means Construction Services Unlimited, LLC and includes all co-signers and c:c:s-makers signing the Credit Agreement and all their successors and assigns. Credit Agreement. The words "Credit Agreement" mean the credit agreement dated May 7, 2007, with credit limit of $30,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation James R'.. Linn, and in each case, any signer's successors and assign:.. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The, word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Members 1st Federal Credit Union, its successors and assigns. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORI~'ES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OP'. ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMCIUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT (:OMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMC)UNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S CO~IIMISSION OF TEN PERCENT (10%1 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LE:>S THAN FIVE HUNDRED DOLLARS IS500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT V/ARRANT. THE ,4UTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNT-S DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. The lien arising from any judgment confessed or entered pursuant to the foregoing authority shall not extend to any of Guarantor's residential real property as that term is defined in the Pennsylvania Act of January 30, 1974 (Pa. Laws 13, No. 61, referred to as the Loan Interest and Protection Law, as amended, and the holder of any judgment confessed or entered pursuant to the forgoing authoritti shall not, in enforcement of any such judgment, execute, levy or otherwise proceed against any such residential real property; provided, however, that the Tien of such judgment shall extend to such residential real property and that the holder thereof shall be permitted to execute, levy or proceed against such residential real property from and after the entry of a judgment as contemplated by Section 407 of such Loan Interest and Protection Law and Rules 2981 to x'986 of the Pennsylvania Rules of Civil Procedure, or successor or similar statutes and rules. No limitation of lien or any execution: levy or ortte~ enforcement contained in the immediately preceding sentence shall apply with respect to env judgment obtained other ' COMMERCIAL GUARANTY Loan No: 302280-01 (Continued) Page 4 than by the foregoing authority to confess or enter judgment. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF if HIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTI\/E UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTAfJCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY 7, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: ;"c~'~ ` ~ (Seal) J es R. Linn INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) )SS COUNTY OF ~_~(~.7' ~ ~ (L~C ~ 1 0 t 's, the ~ day of ~~ ~ 20 V I ,before me ~ .r~ 9 ,the undersigned Notar ublic, personally appeared James Fi. Linn, known to me for satisfactorily proven) to 6e the person w ose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, 1 hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Laura L. Hoke, Notary Public UPPer Allen Twp„ Cumberland County aly Commission Expires Jan. 25, 2011 Member, Pennsylvania Association of Notaries Notary Public in and for the State of ~n5E0 PHO Lendii.y, ve,_ 5.37.0O.OOn Coy,. Hnimd FN1111LIM $olu,ion,. Ir~c. 109J, 2001. All R~yl~l, Ra~~rv~E. ~ PA C:\COMMENCInIICFI1LPLlE20.FC TN~Ifi19 PR-~J Christopher E. Rice, Esquire Attorney [.D. No. 91)916 Seth T. Mosebey, Esquire Attorney [.D. No. 203046 MARTSON LAW OFFICES 10 East High. Street Carlisle, PA 17013 (71?) 243-3341 Attorneti~s for Plaintiff MEMBERS I ~~'~ FEDERAL CREDIT UMON. Plaintiff i'7 C w ~ ~` -, r~ ~ ~ _ ''~ '-i G7 ~ ° ~ rn ~ ~°' = ' --i ~ - Cfl' ~-C x'' N l t ? r~ ="-' C: t-' " C ~ J -;-~ 'Ti . %' ~--a ~' C,'r; c °-1 C.~J _~. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COl:1NTY, PENNSYLVANIA v. : NO. 2012 - ~ c69 CIVIL, TERM CONSTRUCTION SERVICES UM_IMITED, LLC, and : .LAMES R. LINN, Defendants 'NOTICES IN CONNECTION WITH JUDGMENTS BY CONFESSION" REQUIRED BY 42 PA. C.S.A. §27;37.1. (Act 1C15 of 2000) "I~o: Defendants Pi IRSUANT TO 42 PA. C.S.A. SECTION 2737.1, IF YOU HAVE BEEN INCOKRECTLY IDENTIFIED AND HAD A CONFESSION OR JUL)GMENT ENTERED AGAINST YOU, YOU ARE ENTITLED TO COSTS AND REASONABLE ATTORNEY FEES AS DETERMINED BY THE COURT. INSTRUCTIONS REGARDING THE PROCEDURE TO STRIKE THE. CONFESSED ,iIJDGM}?NT ARE SET FORTH BELOW: 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), al}. grounds for relief whether to strike off the judgment or to open ~t 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 sherifl~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 a,~urt has not staved 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. (~) If written notice is served upon the petitioner pursuant iro Rule 2956. I {c)(2) or Rule ?973.1(c), the petition shall be filed within thirty days after such serviice. Unless the: defendant can demonstrate that there were compelling reasons for the delay, a petition not timely tiled shall be denied. (b )1 f 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 of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A pam~ waives all defenses and objections which are not included in the petitio~~~ or answer. (d) "1'he petition and the rule to show cause and the answer shall be served as provided in Rule 440. (e) "I~he 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 judgmenr.. If evidence is produced which in a jury trial would require the issues to be submitted to the jury the court shall open the judgment. (~ "hhe lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. (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 ~~n or after the effective date. You may have other rights available to you other than as set forth in this notice. You should take this paper to your lawyer at once. If you do not have a lawyer, go ro or telephone the office set forth below. This office can provide you with information about hiring a lawyer, If you cannot afford to hire a lawyer, this office may be able to provide you with information about agencies that may offer legal services to eligible persons at a reduced fee or no fee. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone No. (717) 249-3166 C ~' ca . ~ ~ r* ~:., c~ -s .z .t.t - ~ iJ) ~' c-~ r-rr _... ~D rr Christopher E. Rice.. Esquire p..~ ~' ~ c.r~ . c~ Attorney I.D. No. 90916 ~ ~:.:~ ~~ Seth T. Mosebey, Esquire ,_ ; ~. ~ ~~-~ ,Attorney 1.D. No. 203046 ~ : ;:,;.+ ~„~ ~ ~' MARTSON LAW OFFICES ~ ~;"' 10 East I-Iigh Street ~ , ,~ ~~.+ Carlisle, PA 17013 f 717) 243-3341 Attorneys for Plaintiff MF,NIBERS >l EI)ERAL CREDIT : IN THE COURT OF COMMON PLEA S OF UNION. :CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. NO. 2012 - ~66q CIVIL, TERM CONSTRUCTION SERVICES UNLIMITED, LL,C, and ; JAMES R. LINN, Defendants CERTIFICATE OF RESIDENCE We hereby certify that the last known addresses of the Defendants are: Construction Services Unlimited, L,LC 1366 Kiner Boulevard Carlisle, PA i'~.7015 James R. Linn 1366 Kiner Boulevard Carlisle, PA 17015 T11e address of Plaintiff is: 5000 Louise Drive, Mechanicsbur€;, PA 17055 MARTSON LAW OFFICES Christopher E. Rice, Es i Seth T. Mosebey, Esquire Date: J~:~~~ /1 Z Attorneys for Plaintiff Christopher E. Rice.. Esquire Attorney 1.D. No. 90916 Seth T. Mosebey, Esquire Attorney l.D. No. 203046 MARTSON LAW OFFICES I O East High Street Carlisle, PA 17013 (".717)243-3341 Attorneys for Plaintiff C~ ~ . - "~ ~ N "'~ Q7 ~ ~~) ~~ n ~ ~ ~v ~.n ~ N :,7 .~'- c x -n --, t" i ._' w ~r_,Mt~r:KS I~~ FEL>ERAL CREDIT UNION, Plaintiff v. CONSTRUCTION SERVICES IINLIMITF_,D, LLC, and JAMES R. LINN, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COiJNTY, PENNSYLVANIA NO. 2012 - ~ ~ U CIVIL ~}~ERM AFFIDAVIT L Seth T. Mosebey, Esquire, attorney for Plaintiff, hereby certify, that to the best of my knowledge, that the Confession of Judgment for Money attached is not being entered against a natural person in connection with a consumer credit transaction. Sworn to and subscribed before me this,(y'C~ day of October, 2012. Se T. Mosebey, Esquire ~`., ; /E F/Ii N tar Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Mary M. Price, Notary Public Carlisle Borg, Cumberland County My Commissinn Expires Aug. 18, 2015 MEMBER, PENNSVkVAN~A A&SExiATION OF NOTARIES ,' Christopher E. Rice. Esquire Attorney I.D. No. 90916 Seth "1'. Mosebey, Esquire Attorney I.D. No. 203046 MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 1~~~ FEDERAL CREDIT iJNION, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA v. CONSTRUCTION SERVICES LTNLIMITLD, LLC, alld JAMES R. LINK, Defendants NO. 2012 - ~~ ~ ~ CIVIL "GERM AFFIDAVIT AS TO MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA ) :SS. COUNTY OF CUMBERLAND ~ Seth T. Mosebey, Esquire, being duly sworn according to law, deposes and says that he has authority to make this affidavit on behalf of his client, and to the best of his knowledge, information and belief, the Defendant James R. Linn is not in the military service of the United States of America, that he has knowledge that James R. Linn resides at 1366 Kiner Boulevard, Carlisle, Pennsylvania. Construction Services Unlimited, LLC, is a limited liability company and is not in the military service of the United States of America. Sworn to.and subscribed before me this .~~_ day of October, 2012. t i ,i,e ~: __/ i~rt . Not ~ ublic. ,a ~ ~. ~~~' ~~~~ Seth "t. Mosebey, Esquire/ T` -- l. COMMONWEALTH OF PENNSYLVANIA i Notarial Seal f Mary M. Price, Notary Public Ii Carlisle Boro, Cumberland County My Commission Expires Aug. 18, 2015 MEMBER, PENNSYLVANIA ASSOQATION OF NOTARIES VERIFICATION I, Dan Summers, Collection Manager for Members 1 S` Federal. Credit Union, acknowledge I have the authority to execute this Verification on behalf of Members 1 S' Federal Credit Union and certify that the foregoing Complaint for Confession of Judgment is based upon information which has been gathered by my counsel in the preparation of the lawsuit. The language of this document is that of counsel and not my own. I have read the document and to the extent the Complaint for Confession of Judgment is based upon information which I have givers to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent the content of the Complaint for Confession of Judgment is that of counsel, I have relied upon counsel in making this Verification. This statement and Verification are made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities, which provides that. if I knowingly make false averments, I may be subject to criminal penalties. MEMBERS I sT FEDERAL CREDIT UNION Dan Summers, Collection Manager F:IFLLES\Ctienu\I f470 Munbaslx\11470 Cvrrcnt\I 1470.222 Constn~ctioa Servius.Linn\I 1470.222.eom.canl) wpd