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HomeMy WebLinkAbout12-7481~ ~-..__ < ;.V "'_ ~ BRUBAKER CONNAUGHTON GOBS & LUCARELLI LLC ~`~~' :~ _ By: Brett D. Jackson, Esquire '' - -- f--. Attorney LD. No. PA 87517 ~ ~"`' ~ ' Dana C. Panagopoulos, Esquire ~` ~ :- _.. Attorney LD. No. PA 89491 - ..'^z 480 New Holland Avenue, Suite 6205 ~ _~ Lancaster, PA 17602 Attorneys for Plaintiff: Phone: (717) 945-5745/Fax: (717) 945-5764 Susquehanna Bank SUSQUEHANNA BANK, for itself as successor-in-interest to GRAYSTONE BANK Plaintiff vs. BEAGLE ENTERPRISES, L.L.C. and ROBERT L. BEAGLE and SUSAN DEREMER BEAGLE, h/w Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION-LAW CONFESSION OF JUDGMENT No. la - rISISI ~~ u~ l lern'I CONFESSION OF JUDGEMENT Pursuant to the authority contained in the confession of judgment provisions in the Loan Documents, true and correct copies of which are attached to the Complaint as Exhibit A and Exhibit D and the Guaranties, t-rue and correct copies of which are attached to the Complaint as Exhibit B, I appear for Defendants, Slagle Enterprises, L.L.C. and Robert L. Slagle and Susan Deremer Slagle, and confess judgment in favor of Plaintiff, Susquehanna Bank, and against Defendants as follows: e~a~~ ~ ~g~/a ~a Noce ~~~~1 Doc 470 7 ' COUNT I -CONFESSION OF JUDGMENT ON NOTE Susquehanna Bank v. Slagle Enterprises, L.L.C. a. Unpaid balance of Principal: $1,064,170.22 b. Interest accrued through 12/5/12 (at a rate of $184.75 per diem): $ 46,067.20 c. Attorney's Fees: $ 3,700.00 TOTAL: $ 1,113,937.42 Interest. on the judgment shall continue to accrue at the legal rate. COUNT II -CONFESSION OF JUDGMENT ON GUARANTIES Susquehanna Bank v. Robert L. Slagle and Susan Deremer Slagle a. Unpaid balance of Principal: $1.,064,170.22 b. Interest accrued through 12/5/12 (at a rate of $184.75 per diem): $ 46,067.20 c. Attorney's Fees: ~ 3,700.00 TOTAL: $ 1,113,937.42 *Interest; on the judgment shall continue to accrue at the legal rate. BRU AKER CONNAUGHTON DOSS & LUCARELLI LLC Dated I~-I ~ ( ~ Z. By~ ~~~ rett D. Jackson, Esquire Attorney I.D. No. 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. 89491 Doc 4701 Judgment is entered as above directed= Doc 4707 ' BRUBAKER CONNAUGHTON GOBS & LUCARELLI LLC By: Brett D. Jackson, Esquire Attorney I.D. No. PA 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. PA 89491 480 New Holland Avenue, Suite 6205 Lancaster, PA 17602 Attorneys for Plaintiff: Phone: (717) 945-5745/Fax: (717) 945-5764 Susquehanna Bank SUSQUEHANNA BANK, for itself IN THE COURT OF COMMON as successor-in-interest to PLEAS OF CUMBERLAND GRAYSTONE BANK COUNTY, PENNSYLVANIA Plaintiff vs. CIVIL ACTION-LAW BEAGLE ENTERPRISES, L.L.C. and ROBERT L. BEAGLE and CONFESSION OF JUDGMENT SUSAN DEREME:R BEAGLE, h/w Defendants No. r~ ~~~I ~ ; y`, I ~~.~~ COMPLAINT IN CONFESSION OF JUDGMENT 1. Plaintiff, Susquehanna Bank ("Susquehanna Bank"), is a Pennsylvania banking institution with an address of 1570 Manheim Pike, P.O. Box 3300, Lancaster; Lancaster County, Pennsylvania 17604. Susquehanna Bank is the successor-in-interest to Graystone Bank ("Graystone") as the result of a merger by which Susquehanna acquired, merged with, and survived Graystone. 2. Defendant, Slagle Enterprises, L.L.C. ("Slagle Enterprises"- is a Pennsylvania Limited Liability Company with an address for service at 8 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 1~-7-50. i"165 G 3. Defendants, Robert; L. Slagle and Susan Deremer Slagle (the "Slagles") are husband and v~~ife, with a last known address of 8 Foxfield Court, Mechanicsburg, Pennsylvania 10750. 4. On or about March 17, 2006, Graystone made a loan to Slagle Enterprises in the principal amount of $1,262,500.00 (the "Loan"). 5. To evidence its obligations to repay the Loan, Slagle Enterprises executed and delivered to Graystone, a promissory note dated March 17, 2006 (the "Note") in the principal amount of $1,262,500.00, together with interest at the rate set forth therein. A true and correct copy of the Note is attached hereto as '`Exhibit A" and incorporated herein by reference. 6. The Note is also secured, in part, by Commercial Guaranties dated March 20, 2006, granted by the Slagles in favor of Graystone. True and correct copies of'the Guaranties are attached hereto as "Exhibit B." Slagle Enterprises and the Slagles may hereinafter also be referred to as "Obligors." 7. The Note is also secured by an Open-End Construction Mortgage and an Open.-End Mortgag, granted by Slagle Enterprises and Susan Deremer Slagle, respectively, in favor of Graystone (the "Mortgages"), encumbering certain parcels of real property owned by Slagle Enterprises and Susan Deremer Slagle, respectively, as described therein. True and correct copies of the Mortgages are collectively attached hereto as "Exhibit C" and incorporated herein by reference. 8. On Apri18, 2011, Graystone and the Obligors entered into a Change in Terms Agreement (the "Agreement") to modify the terms of the Note. A true and correct copy of the Agreement is attached hereto as "Exhibit D" and is incorporated herein by reference. The Note and Agreement are hereinafter collectively referred to as the "Loan Documents." 9. Under the Loan Documents, an Event of Default occurs if, among other events, Slagle Enterprises fails to pay all amounts owed upon demand. See Exhibits A and D. 10. The Note authorizes, upon an Event of Default, the entry of judgment by confession against Defendants in the amount of the debt evidenced by the Note plus all accrued interest, charges, costs of suit, and an attorney's commission of ten (10%) percent of the unpaid principal balance and accrued interest for collection. See Exhibit A. 11. The Guaranties authorize, after the amounts owed under the Note become due, the entry of judgment by confession against the Slagles, jointly and severally, in the amount of the debt evidenced by the Note plus all accrued interest, charges, costs of suit, and an attorney's commission of ten percent (10%) of the unpaid principal balance and accrued interest fo~° collection. See Exhibit B. 12. The Agreement reaffirms the terms of the Loan. Documents.. See Exhibit D. 1~. By correspondence dated October 22, 2012, Susquehanna Bank made a formal demand to Slagle Enterprises and the Slagles for full payment of all amounts owed by Slagle Enterprises under the Loan Documents and Guaranties. A true and correct copy of the October 22, 2012 correspondence is attached hereto as "Exhibit E" and incorporated herein by reference. 14. Despite demand and notice of default, as of the date of filing of this Complaint, Slagle Enterprises, as borrower and the Slagles, as guarantors, have failed t.o pay the amounts that are owed under the Loan. COUNT I -CONFESSION OF JUDGMENT ON NOTE Susquehanna Bank v. Slagle Enterprises, L.L.C. 15. Paragraphs 1-14 are incorporated herein by reference. 16. As a result of Slagle Enterprises' continuing default under the Mortgage and Loan Documents, the total amount due to Susquehanna Bank from Slagle Enterprises as of December 5, 2012, is $1,113,937.42, itemized as follows: a. Unpaid balance of Principal: $1.,064,170.22 b. Interest accrued through 12/5/12 (at a rate of $184.75 per diem): $ 46,067.20 c. Attorney's Fees: ~ 3,700.00 TOTAL: $ 1,113,937.42 17. Interest continues to accrue on the unpaid balance from December 5, 2012, at the Default Interest Rate under the Loan Documents, a per diem rate of $184.75. See Exhibit A. 18. As a result of Slagle Enterprises' defaults under the Loan Documents, Susquehanna Bank is entitled to confess judgment against Slagle Enterprises in the amount of $1,113,937.42, as of December 5, 2012, plus all subsequently accruing interest, charges, costs of suit, and fees for collection. See Exhibit A. 19. Susquehanna Bank has not assigned the Note or the Loan Documents and is the owner and holder thereof. 20. No prior judgment by confession has been entered on the Note or the Loan Documents in any jurisdiction. 21. This judgment by confession is not being entered against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff, Susquehanna Bank, as authorized by the confession of judgment provision set forth in the Loan Documents, demands judgment in its favor and against Defendant, Slagle Enterprises, L.L.C. in the amount of $1,113,937.42, calculated as set forth herein, plus subsequently accruing interest, charges, fees, and costs of this action. COUNT II -CONFESSION OF JUDGMENT ON GUARANTIES Susquehanna Bank v Robert L Slagle and Susan Deremer Slagle 22. Paragraphs 1 through 21 are incorporated herein by reference. 23. As a result of Slagle Enterprises' continuing defaults under the Loan Documents and the Slagles' continuing defaults under the Guaranties, t;he total amount due by the Slagles to Susquehanna Bank as of December 5, 2012, is $1,113,937.42, iternized as follows: a. Unpaid balance of Principal: $1,064,170.22 b. Interest accrued through 12/5/12 (at a rate of $184.75 per diem): $ 46,067.2(.) c. Attorney's Fees: $ 3,700.00 TOTAL: $ 1,113,937.42 24. Interest continues to accrue after December 5, 2012, at the Default Interest Rate under the Loan Documents, a per diem rate of $184.75. See Exhibit A. 25. As a result of the Slagles' default under the Guaranties, Susquehanna Bank is entitled to confess judgment against the Slagles in the amount cif $1,113,937.42, as of December 5, 2012, plus all subsequently accruing interest, charges, costs of suit, and fees for collection. See Exhibits A and B. 26. Susquehanna Bank has not assigned the Guaranties or the Loan Documents and is i;he owner and holder thereof. 27. No prior judgment by confession has been entered on the Guaranties or the Loan Documents in any jurisdiction. 28. These judgments by confession are not being entered against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff, Susquehanna Bank, as authorized by the confession of judgment provisions set forth in the Guaranties and the Loan Documents, demands judgment in its favor and against Robert L. Slagle and Susan Deremer Slagle, jointly and severally, in the amount of $1,113,937.42, calculated as set forth herein, plus subsequently accruing interest, charges, fees, and costs of this action. Respectfully submitted, BRUBAKER CONNAUGHTON DOSS & LUCARELLI LLC ~~ By: ett D. Jackson, Esquire i;torney I.D. No. PA 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. PA 89491 VERIFICATION I hereby verily that I am Loan Workout Officer at Susquehanna Bank; that as such I am authorized to make this verification; and that the information set forth in the foregoing Complaint is true and correct to the best of my knowledge, information and belief. I understand that any false statements contained herein are subject to the penalties of 18 Pa.C.S. § 4904, relating to unsworn falsification to authorities. Dated: /''~~'~~" _ _ ~ i~ ~ Robert Sayre Loan Workout Officer 47fl9 ~X PROMISSORY NOTE Borrower: Slagle Enterprises, L.L.C. 1261 Claremont Road Carlisle, PA 17013 Lender: GRAYSTONE BANK Capital Region 112 Market Street Harrisburg, PA 17101 Principal Amount: $1,262,500.00 Date of Note: March 17, 2006 PROMISE TO PAY. Slagle Enterprises, L.L.C. ("Borrower") promises to pay to GRAYSTONE BANK ("Lender"), or order, in lawful money of the Untied States of America, the principal amount of One Million Two Hundred Sixty-two Thousand Five Hundred & 00/100 Dollars (51,262,500.001, together with interest on the unpaid principal balance from March 17, 2006, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: Principal and interest are due and payable in 60 equal consecutive monthly installments of 510,448.47 each, commencing on May 1, 2006 and ending April 1, 2071 (payment based on a 240-month amortization). From the date hereof until April 1, 2071 ("Initial Fixed Rate Period"- inrterest shall be fixed at 7.75%. Thereafter, the interest rate shall be re-negotiated to a new fixed rate offered by Lender in its sole discretion (and agreed to by Borrower), or the rate shall revert to Graystone Bank's Prime Rate (as defined in Variable Interest Rate below) plus 1.00°h. After the Initial Fixed Rate Period and based on the subsequent change in interest rate, the monthly payment shalt be changed to an amount sufficient to amortize the unpaid principal balance over the remaining amortization period of 180 months. Such payments shall begin May 1, 2011 and will continue until maturity. All unpaid principal together with any unpaid interest and late charges shall be due and payable at maturity, April 1, 2016. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note is computed on a 3651360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is 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. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well.. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 1.0'00 percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: A prepayment penalty will be charged if the Note is prepaid, in whole or in part, during the fixed rate period. The fee will be based on: (a) the amount prepaid before the due date, (b) the difference in the cost of funds yield between the date the Note was made (original cost of funds yield) and the date of prepayment (subsequent cost of funds yield), and (c) time remaining until the' due date (in years and months) between the date of the prepayment and the date the Note is due. A prepayment fee will not be charged on any amount (up to 20% of the original principal amount)-prepaid within any loan year from internally generated funds. The term "loan year" is defined as any period of one year commencing on the closing date or any anniversary date thereafter. Except for the foregoing; Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 1 12 Market Street Harrisburg, PA 17101. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or S25o.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 3.000 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Defautt. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, Belt-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or PROMIS&ORY NOTE Loan No: 4000000894 (Continued) Page :~ a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness car ara~ Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower°s financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a net{ce of a breach of the same provision of this Note:. within the preceding twelve i12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of s4ch default: (1) cures the default within fifteen i 15) days; or (2) if the cure requires more than fifteen i 15) days, immediately initiates steps which Lander deems in Lender's sole discretion to be sufficient to cure the default -and thereafter continues and completes all eteasonable and necessary steps sufficient to produce compliance as soon as reasonably: practical LENDER'S RIGWTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and there Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect .this Note if Borrower daes not pay. Borrower will pay Lender that amount. this includes, subject to any lim)ts 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 Nncluding efforts to modify or vacate any eutarnetic stay or injunctloN, and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all ether sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Gomntonwealth of Pennsylvania without regard to its confNcts of law provisions. This Mote .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 caurts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender {whether checking, savings, or some other account). This includes ail accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA ar Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff ail sums owing on the indebtedness against any and all such accounts. SECURITY. All collateral (as herein defined) is security for this Nate and any ((enewals, extensions and modifications thereaf, and the payment, performance and discharge of ail other present or future indebtedness, obligations and undertakings twhethar individual,. joint, several, direct, contingent ar 4therwiae) of the Borrower to or for the benefit of Lender, whether ar(aing directly to Lander unt#aY this Nate: or under any ether agreement, promissory- note or undertakings now. existing or hereinafter en Bred into by the Borrower. to the kender. The term "Coilaterel" includes atltengible and intangible property (ij described )n. any mortgage, ple~ge, assignment or other security document separately executed in favor of Lender, and (ii) in which a security interest has been granted to Lender pursuantto this- Note. CROS5 COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all ether loans from Borrower, or any ai Borrower's related entities, to Lander. If at any time there is a default under this loan, ail lawns wiU be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A defaultin one loan shall constitute a default in alFothers. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower"s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights ar remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent .allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated (n writing, na party who signs this Ncte, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. AU such parties agree that Lender may renew or, extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security Interest in the collateral; and take any other action dsemed;neoesaery by Lender w{thout the consent of or notice to anyone. Ali such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with wham the modification is made. The obligations under this Note are joint and several: if any portion of this Note is-for any reason determined to be uhentorceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES .AND EMPOWERS .ANY ATTORNEY OR "i`HE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR. AT ANY TIME FOR BORROWER •AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLALNT FILED, CONFESS. OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE-0F THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH `COSTS O,F SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%0) 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 JULIGMENTS ONE OR MARE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM: TIME TO TIME AND AT ALL T1ME5 UNT)L PAYMENT IN FULL Of ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIQ'HT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE. OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION' TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. - ~ PROM'ISSORY NOTE Loan No: 4000000894 (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL ANU IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. ao su By: LENDER: GRAYSTONE BANI X Steven D. utz, Vice President l,A5E0. PPO l~ntlin5. Vm. 5.79.00.007 0¢0~• Mvl¢nE Fln¢nri~l 5¢IU1hm. In¢. 1557, 7006. All RIph1, 6~N,V,E. • M 5:10,¢w11a1CFl\LPL1070.F0 TA-308 Y$•~ COMIUIE~RCIAL GUA~ANT'. borrower: Slagle Enterprises, L.L.C. 1261 Claremont Road Carlisle, PA 17013 Lender: GRAYSTONEBANK Capital Region 112 Market Street Harrisburg, PA 17101 Guarantor: Robert L. Slagle 1261 Claremont Road Carlisle, PA 17013 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE.: For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and. satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when. Lender has not exhausted Lender's remedies against anyone else obligated to pay the indebtedness or against any collateral securing the lnciebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set=off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and 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 of every nature or form., now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes o.r will owe Lender. "indebtedness" includes, without limitation; loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and; several; evidenced by a negotiable or non-negotiable instrument or uvriting; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra wires ,or otherwise}; and originated then reduced or extinguished and then afterwards increased or reinstated. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically' provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have bean fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantdr's written revocation. For this purpose and without limitation, the !term "new Indebtedness" does not include the Indebtedness which at th`e time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. it is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars (50.001, prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guararrtor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower, (B) to after, compromise, renew, extend, accelerate, or otherwise change one or 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; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E} to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G} to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (HI to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A} no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is C011~R~1~1~- G.4~~~F~ti~iTY Loan. No: 4000000894 (Cotttihued} Wage executed at Borrower's request and not at the request of Lender; {GI Guarantor has foil power, right and authority to -enter rota this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement ar other instrumen# bind#ng upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E} Guarantgr has not and viii not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of a!1 or substantially ail of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and. credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which viii be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as o'f the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition. since the date of the most recant financ)si statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no, lit{ga4ion, claim, investigation, administrative proceeding or s{rhilar action linciuding thoea for unpaid taxes) a4~einat Guarantor is pending ar threatened; (Q Lender has made no representation to Guarantor as to the creditworthiness of Borrower; antl (J) Guarantor has established adequate. means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately. )nfgrmed from such means of any facts, events, or circumatancas which `might in-any way affect Guarantor's risks under this Guaranty, end Guarantor further agrees that Lender shah have no obligation to disclose to Guarantor any infiormation or documents acquired by Lender in the course of its relationship-with 8orrgwer. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than. qne-hundred-twenty {t20) days after the end of each fiscal year, Guarantor's: balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns, A9 soon as available, but in no event later than one hundred-twenty (120) days after the applicable filing date for the tax. reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. AII-financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certiffed:by Guarantor as being true. and correct. GU~YRANTOR $` WAIVERS .Except as prohibited by applicable law, Guarantor waives any right to require Lender 4A) to continue fending money b`r to extend other credit to Borrower; '(B) to make any preseirtrnerrl; protest, demand, or notice of any kind, including notice of any nonpayment d# `tfie Indebtednei#s or of any nonpayment related to any eollate~al, or notice Hof any action br nonactfon on the part. of Borrower, Lender, any sur®ty, endorser, or other guarantor in connection with th'e lndebtedtiesa or {n connection with the creation of new or additions! loans or obligations; (C) to resort for payment or to proceed directly or at once againsi any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give natice~of the terms; time; and place of any public or private vale of personal property security held by Lenderfrom Borrower or to comply with any other applicable .provisions of the Uniform Commercial. Code;- {F) to pursue any other remedy within Lender's power; or {G) to commft any act or omission of any kind, orat any time, with respect to any matter whatsoever, Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited tn, any rights or defenses arising by reason of IA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender .from bringing. any action, including a claim for deficiency, against Guarantor, before or after Lender"s •commencen-ent or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remed)es by Lender which de§tPpys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for re#reburaement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the indebtedness; (~) 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 reuse whatsoever, ether than payment In full in legal tender, of the Indebtedness; (D) any right to claim discharge of the indebtedness on the °basis of unjustified )mpalrmenj of any collateral for the Indebtedness; ~ '(E) any statute of limitations; if at 'any tsme any action or -suit brought by Lender against Gual'aintar is. c'brnmeri'cecl there'in' dutatsiding lridelitedness which is not' batreii by any ~aippllcabte~ statute- of ilrt+itatians ar fF) any defenses given to guarantors of law or in equity other than' actuel payment and performani±e of tits ihdebtedrress; if payment is made by Borrower; whether yoluntefily ar~otherwise, or by any third party, onthe indebtedness and thereafter Lender is forced to remit tits amount of that payment to Borrower''s, trustee. in bankruptcy or to any similar person under any federal ar state bankruptcy taw 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 fnr any claim of setoff; counterclaim, counter demand, recoupment or similar right, .whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR`S UNI7lERSTANDING 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=waiveCS ors reasonable and not contrary. to public poi{cy or law. if any such waiver is determined to be contrary to any. applicable taw or publicpolicy, such waiver shah bs effective only to the extent permitted by law or public policy. RIGHT OF SETOfF. To the extent permitted by apps{cable. aw, Lender reserves a right of setoff in ail G,uarantgr°s accounts with Lender '(whether checking, savings, or some other account). This includes ail accounts Guarantor holds jointly with someone else and all accounts Guarantor may open;in he future. However,.. this does:,not include any IRA or' Keogh accounts, or any, truat.`acoot~nts for which setoff would be prohibited by law. Guarantor authorizes Lender; to the extent permitted by applicable law,., to ~hoid these funds if there is a default, and. Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDNIIA?LON OF BOEiROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether npw existing or hereafter created, .shall be superior to any claim that Guarantor may now have or, hereafter acquire against. Borrower, whet1'er or net eorrawer becomes insolvent. - G.uarentor. hereby expressly subordinates any claim Guarantor i'rsay have against Borrower, upon any ~ account whatsoever, td any claim that Lender.. may now or hereafter hays against Borrower. In the event of insolvency.and cansagUent 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 ail claims which it may have or .acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment In legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender.. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing. statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary ar appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this C,uaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement csf the parties ~~: COM`IIfIERCIAL GUARANTY Loan No: 4000000894 (Continued) Page 3 to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless .given in vrriting and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor. agrees to pay upon. demand all of Lender's costs and expenses, including Lender's. 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' fees and legal expenses for' barkruptcy 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 aceep#ed 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 Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guaran#or's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this: Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs-.(including Lender's attorneys.' fees) suffered or incurred by Lender as a result of any breach by Guarantor, of'the warranties, representations and agreements of this paragraph. Interpretation. In all cases where `there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and- vvhere there is more than one'Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor,. the words "Borrower' and _".Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or' more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any. notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, 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. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor 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 be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Slagle Enterprises, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Robert L. Slagle, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty trom 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 GRAYSTONE BANK., its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan oblioations in favor of Lender, together with all renewals of. extensions of. modifications of. refinancinos of. consolidations conn•~n1E~~iac. Gu:~-~ANTY Loan No: 4000000894 (COn~fitue~!'} Page ~ of and substitutions for promissory notes or credit agreements. Related. Documents. The words "Related Documents" mean all promissory Hates, credit agreements, loan agreements, environmental agreements, guekenties, security agreetlients; mortgages, deeds of trust, security deeds, collateral mortgages, :and all other instruments, eg~fiem~tts aril documents, whether now cr hereafter existing, executadi In connection with the Jndebtedr9ess. C(34YF,~S,$JON: OF J.U.RG~6NT. GUARANTOR HEREBY IRREVOCABLY AUTWQRIZES AND EMPOWER"S ANY ATTORNEY C7R THE RROTMONQT~IRY OR: CLERK. OF ANY COURT IN THE. COMMONWEALTH O•F PENNSYLUAN~A, OR ELSEWHERE, T(l APPEAR'. AT .ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE ANQ WITH OR WITHOUT C(?MPLAlNT FILED; CONFi=~S OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES ADD ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING -TO ANY COLLATER,4L SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT; AND AN ATTORNEY'S COMMISSION OF TEN PERCENT Ito°~) OF THE UNPAID PRIM.Ct9'AL ~#LAfaCE,:AND ACCRUED. INTEREST FOR COLLECTION, BUT IN,ANY EVENT N:QT LESS THAN FIVE HUNDRED DOLLARS IS'aQ01 ON UVMICH•;~I~IDGMiEMT OR JUD~+IFNTS ONE QR .MORE EXECUTIONS-MAY ISSUE IMNIEDIATELY;.AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WAaRAIVT. THE AUT}fiORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALt~ CONTINUE FROM -TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS. GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARINI3 IN CONNECTION WITH ANY SUCH CONfESSJON OF J.l1DGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER: ~PEGIFICALLY CALLED THIS CONFESSION OF ilIADG:MENT•PROVISIO.N TO GUARANTOR'S ATT~NTIdN OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EAGH,.atIW~E~iSiG~4gD GUARANTOR ACKNOWLEDGES HAVING READ ALL TWE RROVISIONS OF THIS GUARANTY AND AGREES TO IT.S TEFtI 1~1 bQ~'I`i; EACW ©U~1Ri4Ni"C>R UNC'~I'FgfltDS 'T'HAT TIIS f~rUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY NfILi. CONTINUE UNTIL TERNHNATED tN TWE MANNER SET FORTW IN T6E:S1aCT1~1N;TITIED "DURATIOIaI;OF GUARANTY". 1110 FORMAL ACCEPTANCE BY LENDEFI IS NECESSARY TO MAKE THIS GUARANTY EFFECTWE. ThFIS QUARAl1FTY IS. DATED MAI'iCH 17, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED TWAT TWIS GUARANTY IS AND SHALL CONSTITUTE AND WAVE TWE EFFECT OF A"SEALED IN~f~NT ACCORDING TO LAW. X . USER PItC. Londlnp, Va. 6.lS.0p.802 Copt. NxNnd FRnaaald SeWpena lea 1987. 1081.: AS. RyAb paarwd~ • PA S:lorampalCpltPlttSttfr fi.ii8 PI4~ COM'MEREIAL GUARANTY Borrower: Slagle Enterprises, L.L.C. Lender: GRAYSTONE BANK • 1261 Claremont Road Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Guarantor: Susan Deremer Slagle 8 Foxfield Court Mechanicsburg, PA 17050 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and 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 atl debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unfiquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary} affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unl}quidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically wilt not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the s8me manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even. to zero dollars (50.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars (50.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: IA) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; IB) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and 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; (D} to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shalt be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G} to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and IH} to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B} this Guaranty is Co~c~t~~ ~uaRaNTY Luan No: 40.00.000.894 (Continued) Wage ~n executed at Borrower's request and not at the request of Lender; {C} Guarantor has fuif power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument.binding upon Guarantor and do not result in a violation of any law, regulation, court. decree or order applicable to Guarantor; (E) Guarantor has not and will not, withou° the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of alt ar substantially aii rfi Guarantor's assets, or any interest therein; (F} upon Lender's request, Guarantor will provide to Lender financial and credit. information 6n form acceptable to Lender, and all such financial information which currently has been, and aii future financial information which wih be provided to Lander is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the- dates the. financial information is provided; (G) no material adverse change has occurred in' Guarantor's. financial condition since the data of the most repent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financia( condition; {H) no litigation, ciairn, investigation, administrative proceeding or aim{lar action (including- those for unpaid taxes} against Guarantor is parading. or threatened; (I} Lender has made no representation to Guarantar as to the` creditworthiness of Borrower; and tJ} Guarantor has established adequate means of obtaining from Borrower on a continuing. basis information regarding Borrower's financial condition. Guarantor agrees to keep., adequately informed. from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, .and.;G,usrarwtor. further agrees that Lender shall have no obiigatiofh ito `disclose tb Guarartitor any information or documents acquired by Lender in.the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event Eater than: one-hundred-twenty (120} days after the end of each fiscal year. Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon. as available, but in no event later than one-hundred-twenty d120) days after the applicable filing date for the tax. reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared fn accordance with GAAP, applied on a consistent basis, any: certified by Guarantor as being true and correct. GUARANTOR:'S VIfAIV.ERS. Except as prohibited by appl{cable law, Guarantor waives any right to require Lender {A} to continue fending money or to extend other credit to Borrower; (B) to make any presentment, 'protest, demand, or notice of any kind., including notice. of any nonpayment of the Indebtedness or of any nonpayment related to any coil~teral, 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 ar :additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D} fo proceed' directly against or exhaust any collateral held by Lender from Borrower, any ether guarantor, or any other person; {E} to give notice of the terms, tfine, and place of any public or privaie sale of persona) property security held by Lender frorrr Borrower br to comply with any other applicable provisiohs of the Uniform Commercial Code; tF} to pursue any ether remedy within Lender's power; or {G) to commit any act or omission of any kind; or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not ifmfted to, any rights or defenses arising by reason of (A) any '"one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B} any alectfon 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 ofi rights Guarantor may suffer by reason of any law limiting, qualifying, ar discharging the indebtedness; (C) any disability or other defense of Borrower,. of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability .from any cause whatsoever, other than :payment in full in legal tender, of the Indebtedness; (D} any right to claim discharge. of the Indebtedness on the bas{s of unjustified impairment of any collateral for the Indebtedness; IE} any statute. of limitations, if at any time any action or suit brought by lender against Guarantor is. commenced, there is outstanding Indebtedness which }s not barred by any applicable statute of lirzritations; or tF} 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 volunierily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is faced to remit the amount of that .payment to Borrower's trustee. in bankruptcy or to any similar person under any federal or state bankruptcy taw br taw 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; eounterclairn, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, tttie Guarantor, or both. GU~IRANT0R'S IJrNDERSTANDINCa.1NITH RESPECT TO WAIVERS.. Guarantor warrants and agrees that each of the waivers set forth above is made with Quarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to"public.poi{cy or law. If any such waiver is determined to be contrary to any appkoable law or public policy,_such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF: To the extent permitted by applicable law, Lender .reserves a right of setoff in alt Guarantor's aecaunts with Lender (whether checking, savings, cr some other account}. This includes all accounts Guarantor holds jointly with. someone else and. ail accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts tar which setoff would be prohfbifed'by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guarerity. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether raw existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire ags(ost Borrower, whether or not Borrowerbecomes 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 insoivencY and consequent ilquidatfon of the assets of`Borrower, tfirough bankruptcy, by an assignment for the. benefit of creditors, by voluntary iiquidetion, or o#herwise, the assets of 8orrawer 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 ali claims which it may have or acquire against Borrower or against any assignee_ or trustee. fr: bankruptcy of Borrower; provided however, that such assignment shall be, affective only for the purpose of assuring to lender full payment in legal fender of the Indebtedness. If Lender so requests, any notes or credit agreements now ar hereafter evidencing any debts or obligations ai Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be defiiVe"red 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 en#orce its .rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions era a rant at' this guaranty: Amendments. This Guaranty, together with any Related Documents: ranstitutes the entire understanding and agreemen: o'i` the parties gas COMMERCIAL GUARANTY Loan No: 4000000894 (COntinUed) Page 3 to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's 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' flees 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 Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms. of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more-than-one Borrower or Guarantor, then all words used in this Guaranty in.the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more-than oneBorrower named in this Guaranty or when this Guaranty is executed by more than. one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," a.nd "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is riot valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce. the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, 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. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor 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 be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralizedlcross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, ail references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Slagle Enterprises, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Susan Deremer Slagle, and in each case, any signer's successors and assigns. Guaranty. The word 'Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means GRAYSTONE BANK, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, tooether with all renewals of, extensions of, modifications of, refinancings of, consolidations COMIIWIERClAL ~UAR#4fi1'TY Loan No: 4000000894 (COn#ICT~ed1 Rage- ~ of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, envlronmenta! agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and.. aii other Instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtedness. CQNFESSIO~N OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS. ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE ARID WITH OR WITHOUT. COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES ANI7 ANY AND ALL AMOUNTS EkPENDED OR ADVANCED' BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACGRUI:D INTEREST FOR COLLECTION, BUT l~l ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS iS500i ON WFiIGH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; ANQ FOR SO DOING, THi5 GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTEt7 IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT ANO STATES THAT EITHER A REPRESENTATIVE OF LENDER $PEGIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVI510N TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED 13Y INDEPENbENT LEGAL COUNSEL: EACH..UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY ANp AGREES TO ITS TERMS. IN ADDITII~Iri, EAL~FIi QUA1'iANTOR UNDER$tANDS TWAT THIS GUA1~iR#TY IS EFFEO7'IVE UPON GUARANTOR'S EXECUTION AIVD DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TEPrMIAIATED IN THE MANNER SET PORTH IN TFiIE<SEOTION TITLED "DURATI.ON OF GU#RANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MARCH 17, 2006. THIS GUARA(~ITY I.S GIVEN UIyDER SEAL AND IT 15 INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE. AND HAVE THE EFFECT OF A SEALED INSTRUINENT ACCORDING TO LAW: GUARANTOR: k ~ (Beall usan Bremer Slagl LAS~IPRO Gn01n$. Vw. 5.~.00.00Y Cew, MNhnd PNanai~l $Piwkn,, Me. 1997, IE108, All Almon As,uwd. •PA $;bregAgCl4tLPUE~:PC 1A•9M PR•~ ~~~ • Parcel Identification Number: 21-19-1633-035A RECORDATION REQUESTED BY: GRAYSTONE BANK Capital Region 112 Market Street Harrisburg, PA 17101 WHEN RECORDED MAIL TO: GRAYSTONE BANK Capital Region 112 Market Street Harrisburg, PA 17101 .~-~.'w' ?~uUn~~~R GF'Jr"..t~S t,.;..QE:r~~A~,., 1, . ;, , coos ~ ~~fl 20 ~r~ ~o oa SEND TAX NOTICES TO: GRAYSTONE BANK Capital Region 112 Market Street Harrisbur , PA 17101 FOR RECORDER'S U.SE ONLY OPEN -END CONSTRUCTION MORTGAGE THIS MORTGAGE SECURES FUTURE ADVANCES THIS IS A PURCHASE MONEY MORTGAGE Amount Secured Hereby: $1,262,500.OQ THIS MORTGAGE dated March ~, 2006; is made and executed between Slagle Enterprises, L.L.C., whose address is 1261 Claremont Road, Carlisle, PA 17013 (referred to below as "Grantor") and GRAYSTONE BANK, whose address is 112 Market Street, Harrisburg, PA 17101 (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 rightsl; and all other rights, roys(ties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in Cumberland County, Commonwealth of Pennsylvania: , See the exhibit or other description document which is attached to this Mortgage and made a part of this Mortgage as if fully set forth herein. The Real Property or its address is commonly known as 90 Stover Drive, Middlesex Township, PA. The Real Property parcel identification number is 21-19-1633-035A. Grantor presently assigns to Lender all of Grantor's right, title, and interest 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 THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE IA) PAYMENT OF THE INDEBTEDNESS AND (BI PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF 51,262,500.00, THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY AND ALL OF GRANTOR'S OBLIGATIONS UNDER THAT CERTAll1t CONSTRUCTION LOAN AGREEMENT BETWEEN GRANTOR AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO' THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: ~K1943PG3934 MORTGAGE Loan No: 400b00089'4 (ConfinU~d- Page 2 PURCHASE MONEY MORTGAGE. if any of the debt secured by this Mortgage is lent to Grantor to acquire title to the Real Property, this Mortgage shall be a purchase money mortgage under 42 P.S. Section 8141. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender aN amounts secured by this Mortgage as they become due and shall strictly perform cif of Gra~tar's obligations under this Mortgage. CONSTRUCTION MORTGAGE. This Mortgage is a "construction mortgage'° for the purposes of Sections 9-334 ana 2A-309 of the Uniform Commercial Code, as those sections have been adopted by the Com~nonweaith of Pennsylvania. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's ppossession 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; i2) usa, operate or manage the Property; and f3} collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: {1} During the period of Grantor's ownership of the Property, there has bean no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substances by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that theta has been, except as previously disclosed to end acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b} any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the`Property by any prior awned or occupanta of'tha Property, ar tc) any actual or threatened litigation or claims of: any.Idr~d by any person relating to such: matters; and f3} Except as previously disclosed to and acknovuledged..by.Lender in wtltirtg, ,(a) Walther Grantor nor' any tenant, contractor; agent or other authorized user of the Property" shall use; generate, manufq~cture, store, treat, dispose of'cr 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 alt Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections: and tests,. at .Grantor's. expense, as Lander rpay. deem;. appropriate to determine compliance of the Property. with this section of the Mortgage. Any inspections or tests made Liy L'er~ier siiefi be for Lender's purposes only and shah not be construed to create any r+EtsslSonslbiiity oriiabillty on the part. of Lender to Grantor or to any other parson. The representations and warranties. contained herein era bleed on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or.other costs under any such laws; and (2) agrees to indemnify and hold harm'ess Lander against any and all claims, fosses; liabilities, damages, penalties, and .expenses which Lender may directly or indirectly sulfa}n or suffer resulting from a tfreach 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 cwnershlp or interest' in the Property, whether or not the same was or should have been known to Grantor. The. provisions of this section of the Mortgage, including .the obligation to indemnify; shall survive the payma»t of the indebtedness and tte aatisfaetort and reconveyanca of the'Ilen of thin Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foredosura 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 portianof the Property. Without limiting the.. generality of the foregoing, Grantor will not remove, or grant to any other partythe right to remove, any timber, rnl'neraia (including oil and gas}, coal; clay, scoria,,soii, gravel or rock products without Lender's prior wtltten aonaent. Removal of Improvements. Grantor shall 'not demolish or: remove any Improvements from the Reai Property without Lender's prior written consent. As a condition to'the removal' 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 Enter. Lander and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and-to inapept the Reel Property for purposes of Grantor's compliance with the terms and conditions of this lViortgege. Compliance with Governmental Requirements. Grantor shall promptly comply with ail laws, ordinances, and regulations, .now or hereafter In effect, of all gotirernmentai authorities applicable, to the use or odcupancy<of the Property, including without limitation,. the Arrsericans With Disabilities Aet. Grantor may contest in goad 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•dong so and so long as, in Lender's sole opinion, Lender°s interests in the Property are not jeopardized. Lander may. require Grantor to post adequate security ar a surety bond, reasonably satisfactory to Lender, to protect Lender's interest 8~1943PG39~5 MORTGAGE Loan No: 4000000894 (Continued) Page 3 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. CONSTRUCTION LOAN. If some or all of the proceeds of the loan creating the Indebtedness are to be used to construct or complete construction of any Improvements on the Property, the Improvements shall be completed no later than the maturity date of the Note (or such earlier date as Lender may reasonably establish) and Grantor shall pay in full all costs and expenses in connection with the work. Lender will disburse loan proceeds under such terms and conditions as Lender may deem reasonably necessary to insure that the interest created by this Mortgage shall have priority over all possible liens, including those of material suppliers and workmen. Lender may require, among other things,. that disbursement requests be supported by:receipted bills, expense affidavits, waivers of liens, construction progress reports, and such other documentation as Lender may reasonably request. 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 13) 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. If any Grantor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock,~partnership interests or limited liability company interests, as the case may be, of such Grantor. However, this option' shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating' to the taxes and liens on the Property are part of this Mortgage: Payment. 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 shall 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 v~riting by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim 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 (15) days after the lien arises or, if a lien is filed, within fifteen 115) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with 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 other 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 fifteen (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. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are apart of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis; for 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 liability 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 fifteen (151 days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure B~ ~ 9~3PG393~ MORTGAGE Loan No: 4000000894 (ContFr~U~d) Page 4 to give such notice. Each insurance policy also shah include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantoror any other person. Should the Real Property be located in an area designated by the Direct©r of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and ma)ntakn Federal Flood Insurance, if available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required. by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lander may make proof of loss if Grantor fails to do so within fifteen' (15) -days of-the casuahy. Whether or net Lender's security is impaired, Lender may, at Lender's election, receiue and retain the procseda of any knsurance. and apply the proceeds to the reduction of the Indebtedness, payment of any Lien effecting the Property, ar the rsstoratian and repair of the Property. If Lander elects to apply the proceeds to restoretkan and repair,. Grantor shall repair or replace the damaged or destroyed Improvements in a mangier satisfactory to Lenddr. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Granfar 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 Lendsr haa`not committed to the repair ar rastoratkan of the Property shall be used first to pay any amount owing to Lender under this Mortgage, than to pay accrued. interest, and the remainder, if any, shall be applied to the principal balance of the indebtedness.. If Lander holds any proceeds after payment in full of the Indebtedness, such proceeds sheik be paid to Grantor as Grantor's interests n•+ay appear. Grantor's Report on Insurance. Upon request of Lendsr, however not more than once a year, Grantor. shall furnish to Lender a report on each existing policy of insurance shawkng: i1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4} the property insured, the then current repkacement value of such property, and the manner of determining that value;. and (51 the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. TAX AND INSURANCE RESERVES. Upon request by Lender. and sub}act to applicable law, Grantor shall pay. to fender each month on the day payments are due under the Note unfit the Note is paid in full, a sum ("Escrow-Funds") equal to one-twelfth of (a) all annual taxes, special taxes, assessments, water charges and sewer servioe charges levied against or on account of the Property and (b) annual premiums for`po{icies of fire insurance: with alt risks standard extended coverage required under this Mortgage ("Escrow Items"). Lender may estimate the amount of Escrow Funds on the basis of current data and a reasonable esttmste of future Escrow Items. All Escrow Funds shall be held by Lender and applied to pay the Escrow Items when due. Lander wild not charge for holding and appkying the Escrow Funds, analyzing the account, or verifying the Escrow ttems, unless Lenderpays Grantor interest on the Escrow Funds and applicable law permits Lender to make such a charge. Grantor;and Lender may agree in writing that )nterest sltali be paid on the Escrow Funds. Unless an agreement is made or applicable law requires. interest to be paid, Lender shall not be required to pay Grantor any interest or earnings on the EacroMr Funds. The Escrow Funds are pkedged as additional security for the amounts secured by this Mortgage. if the amount of .the Escrow Funds held by Lender,-together with the future monthly payments of Escrow Funds prior to the due dates of the Escrow llama, ahaN exceed the amount required to pay the Escrow Items when due, the excess shall be, at Gran#or option, either promptly repaid to Grantor or credited to Grantor in scheduled payments of Escrow Funds. if the amount of the Esarow Funds hetd' by Lender is not sufficient to pay the Escrow Items when due, Granlof shall pay to Lender any amount necessary to make up the deficiency in one or more payments as required by Lender. LENDER'S EXPENDITURES. if 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 ihis hortgage or any Retated Ovcuments, including but not limited to Grantor's failure to discharge or pay when due gn~i amounts Grantarks required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's`b~thalf may fbut shall not`be obligated toi take any action that Lender deems appropriate, including but not limited to discharging or paying ell taxes,: liens, security interests, encumbrances and other claims, at any time levied or paced an the Property and. paying ail coats 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 Note 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, wip (A) be payable on demand; (B) be added to the balance of the Note and be ap4 artioned among and be payable with .any installment payments to become due during either (1) the term of any ap ~{~kicable insurance policy; or (2i the remaining term of the Note; or iC) be treated as a balloon payment which wW be due :and payable-at the Note`s maturkty. The Mortgage also will secure payment of these amounts. Such right shah be in addition #o all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expanses shelf survive the .entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership. of the Property are a part of this Mortgage: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee skmple, ~~19~3FG393~ MfORTGAGE Loan No: 4000000894 (Continued) Page 5 free and clear of all liens and encumbrances other than those set forth in the Real Property description or 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 (bl 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 Grantor's Indebtedness shall be paid in full. CONDEMNATION. The following 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 permit such participation. Application of Net Proceeds. If 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 provisions 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 charges 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; (21 a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (31 a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (41 a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If 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 its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (21 contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEM-ENT; 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 constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time tc 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 ~K1943~G3g~~ MORTGAGE Loan No: 4000000894 (Con#inue~d) Page 6 Property not affixed to the Property in a manner and at a plane reasonably convenient to Grantor and Lender and make it available to Lender within three t3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor idebtor) and Lender {secured partyl from which .information concerning the security interest granted by this Mortgage' .may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations are 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 filed, recorded, refiled, or rerecorded, as the case may 6e, at such times and in such offices and places as Lender may deem appropriate, any and ail such mortgages, deeds of trust, security deeds, security. agreements, financing statements, continuation statements, instruments of further aasurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve i11 Grantor's obligations under the Note, this Mortgage, and the Related Documents, and l21 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 Rrohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for ell costs and expenses incurred in conryection with the matters referred to in this paragraph, Addixional Authorizations. If Granter 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,;reaord and do all other things: as may be necessary or desirable, in Lender's 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. If Grantor pays all the Indebtedness when due, and otherwise performs a(i the obligations imposed upon Grantor under this Mortgage, Lander ahaEl execute and deliver to Grantor a suitable satisfaction cf this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable few, any reasonable termination fes as determined by Lender from time to time, EVENTS OF DEFAULT. Each of the following, at Lender's option, shalt constitute an Eyant of Default under this Mortgage: Payment Default. Grantor fails to make any payment when due under the Indebtedness. Defauk 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 neeessary to prevent filing of or to effect discharge of any lien, Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant ar 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 Grantor.. False Statements. Any warranty, representation or statement made. or furnished to Lender by Grantor ar on Grantor's behalf under this Mortgage or the .Related Documents is false or rrsisleadirrg in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Coliateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The dissolution of Grantor's iregardless of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor`s existence as a going business or the death of any member, the insolvency of Grantor, the appointment of a receiver for. any part of 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 Granter. 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 Grantoror by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. Howav®r, this Euent of Default shell not apply if therm is a good fa+th dispute by Grantor as to the validity or reasonableness of the claim which is the basis. of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding. and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. ~~ ~ 943P~~~3~ MORTGAGE Continued) Page 7 Loan No: 4000000894 ~ Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between 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 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 the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Right to Cure. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve (12) months, it may be cured it Grantor, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 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 law, to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Colteet Rents. Lender shall have the right, without notice to 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, Lender 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's 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 tp' have a receiver appointed to take possessioecedinll forect sure or the Property, with the power to protect and pre§erve the Property, to operate the Property p 9 sale, and to collect the Rents from the Prot~erty and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender'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. 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 against all persons claiming under or through Grantor, for the recoveroy bit's Mo eraoe possession of the Property, without any stay of execution, for which this Mortgage, or a copy 9 9 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 deficiency remaining in the Indebtedness due to Lender after application of all amounts received ffrom 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 at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) ~#~19~3PG39 MORTGAc~E Loan No: 4000000894 (Continued) j~ege ~ pay a reasonable rental for the use of the Property, ar (Z) vacate the. Property imrnediate(y upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or ayai{able at law or in equity. Sale of the Property. To the extent. permitted by applicable law, Grantor. hereby waives any and aN right to have the Property marshalled. In exercising its rights and remedies, Lender shat( be free tp seal aft ar any part of the Property together or separately, in one sale or by separate sales. Lender shalt 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 otherwise required by applicable law,. reasonable notice shelf mean notice given at least ten (40) days before the time of the sale or disposition. Any sale of the Persanat Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shalt 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 de#auit and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as ao limit or restrict the rights andramedies 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 against any other ca-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 inaoived, and. to the extant not prohibited by law, all reasonable expenses Lander incurs that in Lender's opiniort are necessary at any time for the protection. of its interest or the enforcement of its rights shall become a part;of the 4ndebtedness payable an demand and shall bear interest at the Note rate from the date of the expenditure urytfl repaid. 8xpenses covered by this paragraph include, without limitation, however subject to any limits ender applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay. orinjunction), appeals, and any anticipated past Judgment collection services, the cost of searching records, obtaining' title reports 6inclwdfrtg foreclosure reports}, surveyors" reports, and appraisal fees and title insurance, to the extentipermitted by applicable law. Grantor also wftl pay any court costs, in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law, any notice required to be given under this Mortgage shall be given in writing, and shall be affective when actually delivered, when .actually received by telefacsimile (unless otherwise required by law), when deposited with. a nationally tecognixed overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mall pgstage prepaid, directed to the addresses shown near the beginning of this Mortgage. AA copies of notloes of forteclosure from the holder of any lien which has priority over this Mortgage and notices pursuant to 42 Pa. C.S.A. Section :8:1.43, et, seq., shall be sent to Lender's. address, as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying than the purpose of the notice is to change the party's address. For notice purposes., Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable taw, if there is more than ane'Grantor, any notice given by Lenderta any Grantor is deemed to be notice given to all Grantors. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with ail other Inane from Borrower, or any of Borrower's related entities, to Lender, if at any tune there is a default under this loan, ail loans will be considered in default and all outstanding amounts under the loans wilt be immediately due and payable in full. A default in one loan shall constitute a default in all others. ' 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 parties 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" shalt mean atI cash receipts from the Property less ail cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used tc B~#19~3P~39~~ IV~ORTGAGE Loan No: 4000000894 (COntinued) interpret or define the provisions of this Mortgage. Page 9 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. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. 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 waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's Fight otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior ;waiyer by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Le~hder's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender 'is required under this Mortgage, the granting of such cohsent 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. Severability. If a court of competent jurisdiction finds any provision of this Mortgage 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 Mortgage. 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 shall be 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 written consent 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 ih the performance of this Mortgage. Waive Jury. All parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this 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 terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code:. Borrower. The word "Borrower" means Slagle Enterprises, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. 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, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), 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 applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word "Grantor" means Slagle Enterprises, L.L.C.. 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, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard ~~{ ~ 9~3P~3~~2 MORTC~;GE Loan No: 4000000$94 (Continued) Page 10 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 vary 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 Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means ail existing and 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 ail principal, interest, and other amounts, costs .and expenses payable under the Note or Related Documents, together with all renewals of, extensions af, modifications of, consolidations of and substitutions for the Note or Related Documents and. any amounts: expended or advanced by Lender to discharge Grantor's obUgations or expenses. incurred by Lender to enforce Grantor's obligations .under this Mortgage, together with interest on such amounts as provided in this Mortgage. Lender. Tha word "Lender" means GRAYSTONE BANK, its !successors and assigns, Mortgage. The word "Mortgage" means this Mortgage between Granter. and Lender. Note. The word, "Note" means the promissory note dated. March 17, 2006, iO the original. pClnCipa( amount of S 1,262,500.00 from Grantor to Lender, together with a0 renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. NOTICE TQ GRANTOR; THE NOTE CONTAINS A VARIABLE INTEREST RATE. 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, all replacements of, and ail substitutions far, any ofi such property; and together with all proceeds tincludirtg without limitation ail insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real iroperty and the Personal Property.. Real Property. The words "Real Property" mean the reaF property, interests and. rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit. agreements, lean agreements, environmental agreements, guaranties, secu[ity agreernersts, r-iortgages, deetts 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 ail present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTEI~IDED THAT THIS MORTGAGE iS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. 17'~~~~~~~~ MORTGAGE Loan No: 4000000894 (Continued) Page 11 CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, GRAYSTONE BANK, herein is as follow Capital Region, 112 Market Street, Harrisburg, PA 17101 Attorney. or Agent for rtgagee LI'MITfD LIABILITY COMPANY ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 SS COUNTY OF CuM$tRcAa>IA On this, th ~6 ~ day of ~~/c h , 2006 before me d N1v,atilM ~/ rc the undersigned Notary Public, personally appeared Robert L. Slagle, Sole Member of S agle Enterprises, L.L.C., who acknowledged himself or herself to be the member or designated agent of Slagle Enterprises, L.L.C., a Limited Liability Company, and that he or she as such a member or designated agent, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the Limited Liability Company by himself or herself as a member or designated agent. In witness whereof, I hereunto set my hand COMMONWEALTH OF PENNSYLVANIA ~.i< <(.CitivL~' ~/ ~~ ''~' ~',~`~ +,~ : a«- Notarial Seal ~ ~ '* t ~~ Sandra K Showers, Notary PubBC Notary Public in and for the State of ~ s ~ :: • is :'°-~. a .!, 1 ~~ • Mechaniatwrg Born, Cumberland County ~ ~,'r~o L • . I . My Commission Expirrs Nov. 22, X07 f •: ~ ~ ++ •' fix::; Member, Pennsylvania Association Of'Notaries •;'~+,~:y, k„~e`:,r,"f' Ine. 1997, Li ~ ~ ~ ~ ~V LEGAL DESCRIPTION ALL THAT CERTAIN tract of land situate in Middlesex Township., Cumberland Uounty, Pennsylvania, more particular~.y bounded and described in accordance with a survey prepared by Larry V. Neidlinger, R.S. dated February 4, 1984, as follows, to wit: BEGINNING at a .point located in the southern right-of--way line of Interstate Route X31, at corner of lands now or formerly of the Cumberland County. Redevelopment Authority; thence by lands now or formerly of the Cumberland County Redevelopment Authority, South 27 degrees 24 minutes 30 seconds East, a distance of 29$.45 feet to a point in the western right-of--way line of Stover Drive; thence along said right-of way line an,, a curve to the left having a radius of 225.00 feet, an are distance of 195.86 feet to a point; thence by same, South 27 degrees 24 minutes 30 seconds East, a distance of 13.00 feet to a point; thence along. the northern right-of"- way line of a private service road, South 65 degrees 09 minutes 31 seconds West, a distance of 28.35 feet to a point; thence by same South 67 degrees 36 minutes 28 seconds West, a distance of 183.69 feet to a point; thence by lands now or formerly of Frank L. Black, Jr. and Ruth E. Black, his wife, North 27 degrees 24 minutes 30 seconds West, a distance of 416.14 feet to a point in the southern right=of--way line of Interstate Route 81; thence. by said right-of--way line, North 54 degrees 11 minutes 44 seconds East, a distance of 153,73 feet to a point; thence by same, North 51 degrees 11 minutes 17 seconds East, a distance of 103.34 feet to a point; thence by same, North 51 degrees 55 minutes 23 seconds East, a distance of 38.59 .feet to a point, the Place of BEGINNING. BIi;'ING Lot No. 2.on the Final Subdivision Plan for Frank, L. Black, Jr., dated ~`ebruars. >. 1984, and recorded in Cumberland County Plan Book 45, Page 57 and having thereon erected a warehouse and manufacturing facility known and numbered as 90 Stover Road. CONTAINING 2.772 acres. LEING the same p.xe~rcises which Dennis- A. Knaub, single pexsor~, bar his Deed dated March 20, 20.06, and. recorded in the Office of the Recorder c~~ Deeds in and for Cumberland County, Penns~Tlvania, immediately prior to the recording of the within Mortr,~age, granted and conveyed unto Slagle Enterprisers L. h. C., the Borrower and Mortgagor~~hexein. . ~ ~; . ~ .v~~I~l~~ ~ r'~ 1~t7~''~~ ~,_.. ' .°^''s~ ~ ;! ~~~~~~# MORTGAGE Loan No: 4000000894 (`Continued) Page 7 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 Borrower 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 bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sale discretion, as being an adequate reserve or bond for the dispute. Existing Indebtedness. The payment of any installment of principal or any interest an the Existing Indebtedness is not made within the time required by the promissory note evidencing such indebtedness, or a default occurs under the instrument securing such indebtedness and. is not cured during any applicable grace period in such instrument, or any suit or other action is commenced to foreclose any existing lien on the Property. 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 tihe Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, .permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor"s financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Right to Cure. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve (12} months, it may be cured if Grantor, after receiving written notice from Lender demanding cure of such default: (1} cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. 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 law, to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all 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 shalt 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, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. !f 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's 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 the power to protect and preserve the Property, 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 Nndebtedness. The receiver may serve without bond if permitted by law. Lender'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. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest In all or any part of the Property. B ~ 9~3PG3952 MORTGAGE page 8 Loan No: 4000000894 (COnti;nuel~l 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 oonfess judgment against Grantor, and against .all persons claiming under or through Grantor, for the recover/ by Lender of possession of the Prgperty, 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 ail 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 deficiency .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. (f Grantor remains in possession of the Property after the Property is said as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shah become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's on#the demandjof pay a reasonable rental for the use of the Property, or t21 vacate the Property immediately up Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note 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 and remedies, Lend®r shall be free to sail alt or any part of the Property together or separately, in one sale or by separate sates. Lender shah be ent(tted to bid at-any public sale on ail or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice o;f the time and place of any public sale of the Personal Property or of the time after which any private sale or other intehded disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten (1Q! days before the time of the sale or disposition. Any sale of the Personal Property may be made in con}unction 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 defauFt and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies ayailabie to Lender following an Event of Default, or in any way. to tirnit :or restrict the rights and ability of Lender to proceed directly against Grantor and/or Borrower and/or 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 (s involved, artd' to the extent not prohibited by law, ail reasonable expenses Lender incurs that in Lender's opinion era necessary at any time for the protection of its interest or the enforcement of its rights shall become a part.gf the Indebtedness payable an dernagd and shall beax interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable Iawv, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expanses for bankruptcy proceedings (including efforts to modify or vacate. any automatic stay or injanction), appeals, end any anticipated post~judgment collection services, the cost of searching records, obtaining title reports (includ'+ng foreclosure reportal, 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 law, 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 teletacsirnile (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 aloes, certified or registered rnaii postage prepaid, directed to the addresses shown near the beginning of thin Mortgage. 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 Mortgage. Any party may ctvange its address for notices 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. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address, Unless otherwise provided by applicable law, if there is more than one Grantor, any notice given 6y Lender to any Grantor is deemed to be notice given to all Grantors. © ~ 7~~Fl~~~J~ MORTGAGE Loan No: 4000000894 (Continued) Page 9 CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. 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 parties 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. Caption Headings. Captian headings in this Mortgage are for convenience purposes 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. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Joint and Several Liability. All obligations of Borrower and Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each Borrower and 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 waiver of such right or any other 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 future transactions. Whenever the consent of Lender js 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 granted 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 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 Mortgage. 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 shall be 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 written consent 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 performance of this Mortgage. Waive Jury. All parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this 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 terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Slagle Enterprises, L.L.C. and includes a!I co-signers and co-makers signing the Note and all their successors and assigns. 1;3 ~ ~~~~U~ 7~~ MORTGAGE Loan No: 4000000894 (Continued) Default. The word "Default" means the Default set forth in this Mortgage in the section. titled "Default". Page 10 Environmental Laws. The words "Environmental Laws" mean any and all state, federal and Local .statutes, regu{otiose and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"i, the Superfund Amendments and Reauthorization Act of 198iE, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S,C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6941, et seq., or other apptici#bie state or fedei'ai 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. Existing Indebtedness. The words "Existing Indebtedness"' mean the indebtedness described in the Existing Liens provision of this Mortgage. Grantor. The word "Grantor" means Susan Deremer Slagle, Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any cr .alt of the Indebtedness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances'° mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly. used, treated, stored, disposed of, generated, manufactured; transported or otherwise handled, The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined: by or listed under the Environmental Laws. The term "Hazardous Substances" else includes, without Ifmitetion, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means ail existing and future improvements, buildings, structures, mobile horses affixed on the Real Property, facllrties, additions, replacements and other construction on the Real Property. lndebtadness. The word "Indebtedness'" means ail princ~pai, interest, and. other amounts, costs and expenses payable under the Nota or Related Documents, together with ail renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related 'Documents and any amounts expended br aduanced by Lender to discharge Grantor's obligations or expenses incurred ry Lender to enforce 'Grantor's obligations under this Mortgage, together with interest on such amounts as provided in this Mortgage. Lender. The word "Lender" means GRAYSTONE BANK, its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated March 17, 2006, in the original prnrripa! amount of S 1,262,500,.00 from Borrower to Lender, together with `all renewals of, exteitisions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note of agreement. NO?'PICE 1'0 GRANTOR: THE NOTE CONTAINS A VARIABLE iNTEREST RATE. Personal Property. The words "Personal Property" mean, all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and saw or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, 8ny of such property; and together with all proceeds .(including without limitation ail insurance proceeds and refunds' of premiumsl from any sale or other disposition of the Property, Property. The word "Property" means collectively the Reai 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 aN 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, issues, royalties, profits, and other benefits derived from the Property. MORTGAGE Loan No: 4000000894 (Continued) Page 11 GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES 'f0 ITS TERMS. THIS MORTGAGE IS GIVEN 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: ~~~~ ~ (Seal} X Susan Deremer Slagle CERTFFICATE OF 13ESIDfNCE 1 hereby certify, that the precise address of the mortgagee, GRAYSTONE BANK, herein is as follows: Capital Region, 112 Market Street, Harrisburg, PA 17107 Attorney or Agent for Mortgagee INDIVIDUAL ACKNOWLEDGMEN I COMMONWEALTH OF PENNSYLVANIA COUNTY OF l~M>D~^f~,~/4~l/~ } SS On this, the ilO ~t day of MI+~~1 , 20~f. ,before me d ~~ ~~;,~ ~ ~ j/~- the undersigned Notary Public, personally appeared Susan Deremer Slagle, known to me fors isfactorily proven) to be the person whose name is subscribed to the within instrument, and ~~acknowledged that he or she executed the same for the purposes therein contained. ir`+si~ In witness whereof, 1 hereunto set my hand and ofFicial a . i4+'' F~'•a COMMONWEALTH OF PENNSYLVANIA •,,~ a. ~i[+ ~ Notarial Seal "g'~'Y~ -. Sandra K. Showers, Notary Public Notary Public in and for the State of :*.~ ~. Mechanicsburg Borg, Cumberland Counly ~,~ My Commission Expires Nov. 22, 2007 ?' *; L 0.~CY Member, Pennsylvania Association Of•Notades .~~ y ~I LASER Pfl0 LandlnY. V^~~ 5.19.0O.OOt Cop,. Xabnd FlnanelN SoWtlan,, No. 1997, 1006. All 0.1phb Re~xvaE. • PA 5:1pre,ululOFlILPLlG07.FC TP•34B PR•7 V ~V LEGAL DESCRIPTION EXHIBIT A ALL THAT CERTAIN tract of land situate in Middlesex 'T`ownship, Cumberland County, Peru,sylvania, more particularly bounded aid described as follows: BEGINNING at a point in the center line of Claremont Road, L.R. 21066, at corner of lands of zartc~;~ Printing Company; thence along said center line, Soutlz 62 degrees 35 minutes 30 seconds West 209.78 feet to ~ P.K. nail set; thence through an iron pin set on the dedicated right-of: way line of L.R. 210£6 and along lands now or formerly of John E. and Maureen Mumma and Monad A. Comp, North 27 degrees 24 minutes 30 seconds West 371.72 feet to an existing iron pin; thence along lands now or formerly of Cumberland Recycling, Inc., also known as Lot No. 8 on said Plan, North 53 degrees 30 minutes East 264.99 feet to an iron pin set; thence by lands now or formerly of York County Industrial Development Authority, Soutli 36 degrees 30 minutes 00 seconds East 213.62 feet to an iron pizi; thence by lands now or forrerly of I-Iartco Printing Co., Inc., and through an iron pin set on the dedicated right-of--way line of L.R. 21066, South 04 degrees 30 minutes 00 seconds East 220 feet to a P.K. nail set in the center Line of L.R. 21066, the place of BEGINNING. CONTAINING 2.3982 acres, more or less, and being designated at Lot No. r on Plan for "l'ravitz anca Trimmer,. also known as Steel Building Erectors Plan, as set forth in Cumberland County Plan Book 56, Page 96. HAVING ERECTED thereon an industrial building known and numbered as 12G I C:laremo~lt P.oad, Carlisle, PA 17013. BEING the same premises which Charles W. Travitz, Jr. joined by his wife, Isabelle L. Travitz}, ~y his deed dated January 15, 1997 and recorded in the Office of the Recorder of Deeds i:n and for Cumberland County, Pennsylvania on the same date, in Deed Book 152, Page 48, granted and conveyed unto Susan DeRemer Slagle, the Borrower and Mortgagor herein. ,. i a;,3..,,v: t t~ ~ ~-~ y i, ,~'~` ^t t ~~< z }roa7 ~1 ~~,, ~' ~sE' t/~C~ ,.,. ~~.ecc~~dcr Cif '~ ~~~~~~~~ CHANGE IN TERMS AGREEMENT ~ 'f' Borrower: Slagle Enterprises, L.L.C. Lender: Greystone Bank, a Division of Greystone Tower Bank 1261 Claremont Road Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Principal Amount: $1,112,716.35 Date of Agreement: April 8, 2011 DESCRIPTION OF EXISTING INDEBTEDNESS. On March 17, 2006, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of One Million Two Hundred Sixty Two Thousand Five Hundred and 00/100 Dollars ($1,262,500.00) ("Note") payable in 60 monthly installments of $10,448.47 each based on an inftial fixed interest rate of 7.75%, with a renegotiation of the interest rate thereafter. As of the date of this Agreement, the principal balance of this Note is One Million One Hundred Twelve Thousand Seven Hundred Sixteen and 35/100 Dollars ($1,112,716.35). DESCRIPTION OF CHANGE IN TERMS. Effective April 1, 2011, and as provided under the PAYMENT section of this Agreement, Lender and Borrower have agreed to fix the interest rate at 6.25% for the remaining term. The monthly installment of $9,571.22 is based on the prior payment of the April 1, 2011 statement. PROMISE TO PAY. Slagle Enterprises, L.L.C. ("Borrower") promises to pay to Graystone Bank, a Division of Graystone Tower Bank ("Lender'), or order, in lawful money of the United States of America, the principal amount of One Million One Hundred Twelve Thousand Seven Hundred Sixteen 8 35/100 Dollars ($1,112,716.35), together with interest on the unpaid principal balance from April 8, 2011, calculated as described in the "INTEREST CALCULATION METHOD" paragraph using an interest rate of 6.250% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan in accordance with the following payment schedule: Borrower will pay this loan in 59 consecutive monthly installments of $9,571.22 each (payment based on prior payment of the April 1, 2D11 payment for a principal balance of $1,109,695.97 and'a 180-month amortization) and one final payment due at maturity. Borrowers first payment is due May 1, 2011, and all subsequent payments are due on the same day of each month after that. Borrowers final payment will be due on April 1, 2016, and will be for all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at tenders address shown above or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. PREPAYMENT PENALTY. Upon prepayment of this Agreement, Lender is entitled to the following prepayment penalty: A prepayment penalty will be charged if the Note is prepaid, in whole or in part, during the fixed rate period. The fee will be based on: (a) the amount prepaid before the due date, (b) the difference in the cost of funds yield between the date the Note was made (original cost of funds yield) and the date of prepayment (subsequent cost of funds yield), and (c) time remaining until the due date (in years and months) between the date of the prepayment and the date the Note is due. A prepayment fee will not be charged on any amount (up to 20°k of the original principal amount) prepaid within any loan year from internally generated funds. The term "loan year' is defined as any period of one year commencing on the closing date or any anniversary date thereafter. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrowers obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lenders rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written wmmunications 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: GRAYSTONE TOWER BANK, 1826 Good Hope Road Enola, PA 17025. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by 2.000 percentage points. If judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event v~ill the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to wmply with or to pertorm any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any tens, obligation, covenant or condition contained in any other agreement between Lender and Borrower. , False Statements. Any warranty, representation or statement made or fumished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or fumished or becomes false or misleading at arty time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrowers existence as a going business or the death of any member, the insolvency of Bon'ower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forteiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrowers accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being CHANfE !N TERMS prREEMENT gage Loan No: 4000000894 (Continued) an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness pr an} Guarantor dies or becomes incompetent, or revokes or disputes the validity of, ar liability under, any Guarenty of the Indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, ar Lender believes the prospect of payment cr performance of the Indebtedness is impaired. Cure Provesions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same. provision of this Agreement within the preceding tweiue (12) months, it may be cured if Borrower, after Lender sends written notice to. Borrower demanding cure of such default: {1) cures th® default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical LENDER'S RIGHTS. Upon default, Lender may, after .giving such ngtices,as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and then. Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. lender may. hire or pay someone else to help collect this Agreement if Borrower dace not pay. Borrower viii pay Lender that amount. This includes, subject to any limits under appNCable few, Lenders ee~anabie aHorifngss(indudingnaefforts tol expenses,- whether or not there is a lawsuit, including raaspl'18tfle attorneys' fees, e~ncabie~a w Bon'ow~ also will pay amJ taut[ tests, in modify or vacate any automatic stay or injunction), and appeals. tf not prohibited by appN addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the enfant not preempted: by federal law, the laws of the Commonwealth of pennsyivania without regard to its conflicts of law provisions. 7hia Agraetneent has ttieen accmptbd by lsmler in the 6ommonwaalth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, eonower agrees upon Lender's request to submit Yo the jurisdiction of the courts of Dauphin County, Commonweakh of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserues a right of setoff in all BpROwer's accounts. with !„ender (whether ched<ing, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and elf accounts Borrower may open ih the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prahibRed' by law. Borrower author~zas Lender, to the extent permitted by applicably law, to charge or setoff sit sums awing on the Indebtedne~ against any and all such accounts. CONTINUING VALIDITY. F~ccept as expressly) ~ a rein unct~ngecl ettd it fait force and effect"gCoo'-sant by [:ender t iegthisoAgreement does agreemenffi evidenced or securing .the. obliga#i ( ) not waive tentieEr's eight tp strict performance of the obligahon(s) as chat Is'the intelntglone of L~enderrto kretain ast li ble apartlms a 1 makersdain~ in this ,tskgreement will constkute a satlafaction of the obligation(s). endorsers of the origiimel obligation{s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, wilt not ba releasedb ~ admpwd~~ that this Agreempent is givems'cgo ~Itionaily9ibased own the does: not.si@n this Agreement..below, then., all persons sign rig . representation to Lender that the~nen-siglting. party cx3nsents ~ the changesiarxJ provisior~ of this Agraemerrt or otherwise wilt not be released by it. This waiver applies not only to any initial extensbn, modification or reFi9ase, but also to ail such subsequent actions: SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and. upon Borrower's hairs, personal representatives, successors, and assigns, and shall be enforoeable by Lender and iLs sutxwssors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement canner be enforced, this fact will not affect the rant pf the Agreement. Lender may delay or forgo -enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by taw; wive presentment, do mend for~rpo s~ns thi Any nt, whether Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, o party 9 g as rrraker, guarantor, atx:ommodation maker or endorser, shall be released from liability. All .such parties age thanLend+er may renew! ar extend (repeatedly and for any length of time) this loan or release any .party or guarantor or colaterai; or impair, fail to reat~e upon. or perfect Landers security interest in the collateral;. and take any other action deemed necessary by Lender without the consent of or n~ohb' whon~nfiy1e°n~ A~lices# Q parties also agree that Lender may modify this loan: without the consent of or notice to anyone other titan the party is made. The obiigatlons under this Agreement are joint and several CHANGE ~N TERMS AGREEMENT Loan No: 4000000894 (Continued) Page 3 PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. 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: BEAGLE E ,RIS`E'S, L.L.C By: 1~,~ a Seal) Robert L. Slagle, So a ember f Slagle Enterprises, L.L.C. LENDER: GRAYSTONE BANK, A DI ON OF GRAYSTONE TOWER BANK X ~ ~ ~~ Thomas Bream, Vice President WFA PRO LsnLlrp, VPr. 5.30.00.003 C.apr. HRM1xrM FlnFrtaa~ Sgblbn,, Ine, 1007, tOt1. /~tl p10MS R~wrwU. - P~ rWROSyiTtICFOLPLIO~OC,FC TR-i4 PR. 7 ~- , ~~• ~~~ Parcel Identification Number: 21-07.0465-037 RECORDATION REQUESTED BY: GRAYSTONEBANK Capital Region 112 Market Street Harrisburg, PA 17101 WHfN RECORDED MAIL TO: GRAYSTONEBANK Capital Region 112 Market Street Harrisburg, PA 17101 ._ = ~- rnCni)~^ ~, ;i~;, C,= ,~,:FDS 2Q06 ~~fl 20 Aft ~0 00 ~l~~, (~ SEND TAX NOTICES TO: GRAYSTONEBANK Capital Region 112 Market Street Harrisburg, PA 1.7101 FOR RECORDER'S USE ONLY OPEN - END MORTGAGE THIS. MO'RTGAGf SECURES FUTURE ADVANCES Amount Secured Hereby: 51,262,500.00 THIS MORTGAGE dated March 17, 2006, is made and executed between Susan Deremer Slagle, whose address is 8 Foxfield Court, Mechanicsburg, PA 17050 (referred to below as "Grantor") and GRAYSTONE BANK, whose address is 112 Market Street, Harrisburg, PA 17101 (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 ail minerals, oil, gas, geothermal and similar matters, (the "Real Property") located in Cumberland County, Commonwealth of Pennsylvania: ' See the exhibit or other description document which is attached to this Mortgage and made a part of this Mortgage as if fully set forth herein. The Real Property or its address is common)y known as 1261 Claremont Road, Middlesex Township, PA. The Real Property parcel identification number is 21-07-0465-037. Grantor presently assigns to Lender all of Grantor's right, title, and interest 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 THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLiGATION$ UNDER THE NOTE tN THE ORIGINAL PRINCIPAL AMOUNT OF 51,262,500.00, THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE, INCLUDING THE AS$IGNNIENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS ALSO GIVEN TO SECURE ANY AND ALL OF BORROWER'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN BORROWER AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT, OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN, SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives ail rights or defenses arising by reason of any "one action" or "anti-deficiency" ~~194~PG3~~ MORTGAGE Loan No: 40x0000894 (Continued) gage 2 law, or any other law which may prevent Lender from bringing any action against Grantor, including a ciaim for deficiency to the extent Lender is otherwise entitled to a ciaim for deficiency, before or after Lender's oomrnancement or completion of any foreclosure action, either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: la} this Mortgage is executed at Borrower's request and not at the request of Lender; tbi Grantor has the full power, right, and authority to enter into this Mortgage and to hypothecate the Property; (c} the provfsforis 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 ih a'vioiat}on of any-.law, regulation, court decree or order applicable to Grantor, td} Grantor has established adequate means. of obtaining from Borrower on a continuing basis information about Borrower's financial condition; and (el Lender has made no representation to Grantor about Borrower (including without limitation the creditworthiness of Borrower}. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower shall pay to Lender aft 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 Borrnwer'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 f 1 } remain in possession and control of the Property; t2) use, operate or manage the Property; and (3} collect the Rants from the Property, Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform ail repairs. replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrants to Lender that: {7) Buring the period os" Grantor's owner"ship of the Propert~r there has: been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any parson on, under, about or tram the Property; (2) Grantor has no knowledge of, or reason to believe that xhere has bean, except as previously disclosed to and acknowledged by Lender in writing, la) any breach or violation of any Environmental Laws, tbi any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardnus Substance ori, under, about or from the Property by any prior owners °or occupants of they Property or (c} any actual or threatened litigation ar claims of any kind,by any perstan relating to sWCh matters; and (3} Except as previously disclosed to and acknowledged fay Lender in writing, (a} nelther'Grantor nor any tenant, oontraetar, agent or other authorized user of the Property shat( use, generate,` manufacture, stare, treat, dispose of or ratease any Hazardous Substance on, under, about or from the Property; and tb} any such activity sMali be conducted in compliance with all applicable federal, state, and. local laws, regulations and ordinances, including without limitation ail Environmental Laws.. Grantor authorizes Lander and its agents to enter upon the Property to make such inspections and tests, at Grantor's expanse, as Lender may deem appropriate to determine oornpliance of the i'roperty with this section of the Mortgage. Any inspections or teats made by Lender shalt`. be for Lender's purpoaes.,.only and shall not be construed, to create any responsibility or liability on the part of Lender to Grantor ar to any other person. 7ha representat(ons and wi4rrenties co',nteined herein are based on Grantor's dux .diligence (n investigating. the Property for'. Hazardous' Substances. Grantor fiereby !11 releases ar^id'vVeives any future claims against Lender for indemnity or contribution in the event Grantor becomes liatile for cleanup or other costs under any such laws; and 12} agrees to indemnify and hold ltarmless Lender. eg®inst any and all claim?;; -osses, liabilities, damages, penalties, and expenses which Lender .may directly or indirectly suataih or suffer resulting from a breach. of'this section of the' Mortgage or as a ennsequence 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 bean known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify, slial[ survive the payment of the Indebtedneas ,and the satisfaction anti reconVeyance of the lien of this Mortgage and shal4 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, ar suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generaNty of'the foregoing,- Grantor will not remove, or grant to any other party the right to remove., any timber, minerals- (including oil and`gas}, coal, clay, scoria, soil; gravel or rock products without Lender's prior written consent. Removal of. Improvements. Grantor shall not demolish nr remove any Improvements from the Real Property without Lender's prior written Consent. As a Condition to tike removal of any Irnprovemenfs, Lender may require Grantor to make arrangements satisfactory to Lander to replace such. Improvements with improvements of at least equal .value. Lender's Right to Enter. Lender and Lender`s agents and, representatives may enter upon the Real Property at all rea§.onable times to attend to Lender's interests and to Inspect the Reap. Property for purposes of Grantor`s compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all taws, ordinances, and !i~ ~ J ~f ~ ~~ J ~i ~^E~ l MORTGAGE Loan No: 4000000894 (Continued) Page 3 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. CONSTRUCTION LOAN. If some or all of the proceeds of the loan creating the Indebtedness are to be used to construct or complete construction of any Improvements on the Property, the Improvements shall be completed no later than the maturity date of the Note for such earlier date as Lender may reasonably establish) and Grantor shall pay in full all costs and expenses in connection with the work. Lender will disburse loan proceeds under such terms and conditions as Lender may deem reasonably necessary to insure that the interest created by this Mortgage shall have priority over all possible liens, including those of material suppliers and workmen. Lender may require, among other things, that disbursement requests be supported by :receipted bills, expense affidavits, waivers of liens, construction progress reports, and such other documentation as Lender may reasonably request. TAXES AND LIENS. The following provisions relating ito the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due land in allievents 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 shall 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 the Existing Indebtedness referred to in this Mortgage or those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lerder's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with 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 other 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 fifteen (15) 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. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost 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 for 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 Lehder being named as additional insureds in such liability 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 fifteen (151 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 full I9431~G3948 MfJRTCAi~E Loan No: 4000000894 (COntilnUed) Page 4 unpaid principal balance of the loan and any prior liens on the property securing. the loan, up to the maximum policy limps set under the National Flood insurance Program, or as otherwise required by Lender, .and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any lass or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen {151 days of the casualty. Whether or not'"Lender's security is impaired, 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. If Lender elects to-apply the proceeds to restoration end repair, Grantor shell repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shalt, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds. for the reesanabie cast of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which tfave not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoretlon of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and 'the remainder, if any, shah be applied to the principal balance of the tndebtednesa. if Lender holds any proceeds after payment in lull of the Indebtedness, such proceeds shell be paid to Grantor as Grantor"a interests may appear. Compliance with Existing Indebtedness. During the period. yin which any Existing indabtedness_ described below is in effect, compliance with the insurance provisions contained in the instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Mortgage, to the extent compliance with the terms of this Mortgage would constitute a duplication of insurance requirement. if any proceeds from the insurance become payable on toss, the provisions in this Mortgage-for division cf proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing .Indebtedness. TAX AND INSURANCE. RESERVES. Upon request by Lender and subject to applicable law, Grantor shat( pay to Lender each month on the day payments are due' under the Note until tG1e Note is paid in full, a sum t"Escrow Funds"1 equal to one-twelfth of (a) all annual taxes, specie( taxes, asseESSments, water charges-and sewer service charges levied against or on account of the Property and (b1 annual premiums for policies of fire insurance with all risks standard extended coverage required under this Mortgage ("Escrow items"). Lender may estimate the amount of Escrow Funds' on the basis of current data and a reasonable estimate of future EscravL Items. AA .Escrow Funds shall be held by Lender and applied to pay the Escrow Items when due. Lender will not charge. #or hpiding and applying the Escrow Funds; analyzing the account, or verifying the Escrow Items, unless Lender pays Grantor interest on the Escrow :Funds. and applicable law permits Lender to make such a charge. Grantor and Lander may agfee.in writing that interest shall. Ise paid on the Escrow Funds. Unless an egraementis made or applicable law regr~irea interest tobepall,.Lend~r shall not be required to pay Grantor any interest or earnings on the Escrow Funds. Thee Escrow Funds are pledged as additional security for the amounts secured by this Mortgage. If the amount of the Escrow Funds held: by lender, together with the future monthly payments of Escrow Funds prior to the due dates of the Escrow !tams, shall. exceed the amount required to pay the Escrow Items when due, the excess shalt be, at Granter option, either promptly repaid to Grantor or credited to Grantor in scheduled payments of Escrow Funds. If the amount of the Escrow Funds held by Lender is not sufficient to pay the Escrow (tams when due, Grantor shall pay to Lender any- amount- necessary to make up the deficiency in one or more payments as required by Lender. LENDER'S EXPENDITURES. if any action or proceeding is commenced that would materially affect Lender°s interest in the Property or if Grantor falls to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to comply with any obligation to maintain Existing'-ndebtadness in goad. standing as required below, o.r to discharge or pay when due any amcunis Grantor is required to discharge or pay .under this Mortgage or any Related Documents, Lender on Grantor's behalf may {but shah not be obligated ti5) take- any action that Lender deems appropriate, including but not limited to discharging ar paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or pfaeed 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 wilt then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. Ail such expenses will become a part of the Indebtedness and, at Lender's option, will (A; be payable on demand; (6) be added to the balance of the Note and be apportioned among and be payable with any instatiment payments to become due during either ft) the term of any app#icable insurancepolicy; or t2) the remaining. term of the Note; or IC) be treated as a balloon payment which will ba'dus and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall bs in add#ton to all other rights. and reinedles to which Lender may be entitled upon Default. Grantor's obligation to Lender for a!i such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The #ollowing provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: fa) 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 or in the Existing Indebtedness section below or 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 (b) Grantor has the full right, power, and Ig~3~'G39~9 MORTGAGE Loan No: 4000000894 (Continued) Page 5 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. EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Mortgage: Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and inferior to an existing lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such indebtedness, any default under the instruments evidencing such indebtedness, or any default under any security documents for such indebtedness. No Modification. Grantor shall not enter into any agreement with the holder of any mortgage or other security agreement which has priority over this Mortgage by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following 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 permit such participation. Application of Net Proceeds. If 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 provisions 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 charges for recording or registering this Mortgage. Taxes. Th'e following shall constitute taxes to ~rrhich 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; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and 14) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Borrower. Subsequent Taxes. If 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 its available remedies for an Event of Default as provided below unless Grantor either (1 } pays the tax before it becomes delinquent, or l2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient 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 constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code B~ i g43P~3~5- MORTG~k~E Loan No: 4000000894 iContinuedl page 6 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 Persona( Property. in addition to recording th(s Mortgage in the real property records, Lender may, at any time and without further author)zation from Granter, 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 net remove, sever or detach the Personal Property from the Property: Upon default, Grantor steal) assemble any Persanai Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lander-.and make it available to Lender within three (3) days after receipt of written .demand from Lender td 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 leech as required by the Uniform Commercial Code) are as stated on the first page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL. AUTH4.RlZATIONS. The following provisions relating to further assurances and. additional authorizations are a part of this Mortgage: Further Assurances. At any time, and from time to time,. upon request of Lender, Grantor vviil make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender`s designee, and when revues#ed by Lender, cause to be filed, recorded, refiled, or rerecorded, ~as the case .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, perfect, continue, or preserve (1) Borrower's and Grantor's obligations under the Note, this Mortgage;, end the Related Documents, and f2) the liens and security interests created by this Mortgage on tfie Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or lender egress to the_contraryin writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters. re#erred 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, tile, record and do all other things as may be necessary'oi desirable, in Lender's 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 PERFGRMANCE. If Borrower paysall the Indebtedn~ss'wh~n due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lander shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements. of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor wil{ 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, shah constitute an Event of Default under this Mortgage: Payment Default. Borrower tails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor within the t(me required by this Mortgage to make any. payment for taxes or insurance, or any other payment necessary to prevent filing of onto effect discharge of any lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Relete'd 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. 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 m)slgading in any material respect, either now or at the time made ar furnished or becomes false or misl®ading ' at any time thereafter. Defective GoOateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect, (including failure of any collateral document to create a valid and perfected security interest ar lien) at any time and for any reason. Death or Insolvency. The dissolution of Grantor"s {regardless of whether election to continue is made), any member withdraws from the limited liability company, ar .any other terminat(on 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 ar insolvency laws by or ~~1 LLC BRUBAKER CONNAUGHTON Brett D. Jackson, Esquire G O S S & L U C A R E L L I «c brettiiabcgl-law.a>m Direct Dial: 7 17945-5 7 48 ATTORNEYS AT lAW October 22, 2012 Slagle Enterprises, LLC Robert L. Slagle Susan Deremer Slagle 1216 Claremont Road Carlisle, PA 17015 Re: $1,262,000 loan made by Susquehanna Bank, as successor in interest to Graystone Bank, to Slagle Enterprises, LLC, and guaranteed by Robert L. Slagle and Susan Deremer Slagle-NOTICE OF ACCELERATION AND DEMAND FOR PAYMENT Dear Mr. and Mrs. Slagle: We represent Susquehanna Bank ("Susquehanna"), as successor in interest to Graystone Bank, in connection with the above-referenced term loan extended in the original principal amount of $1,262,000 (the "Loan") to Slagle Enterprises, LLC ("Borrower"). The Loan is guaranteed by Robert L. Slagle and Susan Deremer Slagle. This letter is being provided to Robert L. Slagle, in his capacity as the sole member of the Borrower and as a guarantor of the Loan and to Mrs. Slagle as guarantor of the Loan. The obligations of Borrower under the Loan are evidenced by, among other documents, a Construction Loan Agreement ("Loan. Agreement") and Promissory Note (the "Note"), each dated as of March 17, 2006, as amended by a Change in Terms Agreement ("Terms Agreement") dated April 8, 2011. Borrower's obligations under the Loan are secured by two (2) Mortgages (each a "Mortgage" and collectively the "Mortgages"), covering commercial r-eal estate located at 90 Stover Drive, Middlesex Township, Cumberland County, Pennsylvania, and 1261 Claremont Road, Middlesex Township, Cumberland County, Pennsylvania, respectively, each of which was recorded in the Office of the Recorder of Deeds for Cumberland County, Pennsylvania. The Loan obligations also are secured by the Commercial Guarantees of Robert L. Slagle and Susan Deremer Slagle (collectively the "Guarantees" and together with the Loan Agreement, the Note, the Mortgages and all other documents executed in connection with the Loan are hereinafter referred to as the "Loan Documents") 480 New Holland Avenue, Suite 6205, Lancaster, PA 17602 tel 717-945-5745 WWW.BCGL-LAW.COM 717-945-5764 fax Slagle Enterprises, LLC Robert L. Slagle Susan Deremer Slagle October 22, 2012 Page 2 Please be advised that Borrower is in default under the terms of the Loan Agreement, the Note and the other Loan Documents as a result of, among other events, its failure to pay installments of principal and. interest due under the terms of the Note. As a result of the above-described default, and pursuant to the authority granted under the Loan Documents, Susquehanna hereby accelerates and declares immediately due and payable any and all amounts owed under the Note (whether principal, interest or other fees and costs as authorized by the Loan Documents). Accordingly, DEMAND IS HEREBY MADE UPON SLAGLE ENTERPRISES FOR PAYMENT IN FULL OF THE ENTIRE LOAN BALANCE including, without limitation, interest at the daily rate indicated below through the date of payment a.nd all other fees and costs for which Borrower and Robert L. Slagle and Susan Deremer Slagle, as guarantors, are responsible under the terms of the Loan Documents. The total amount of principal, accrued interest and charges owed under the Loan as of the date of this correspondence is as follows: Principal $ 1,064,170.22 Accrued Interest $ 37,753.45 (Interest accrual per day currently is $184.75) LatE~ Charges $ 13,570.46 TOTAL $ 1,1.15,494.13 Additional amounts owed to Susquehanna include subsequently accruing interest, late and other charges and all costs and expenses incurred by Susquehanna in connection with collection of the Loan and enforcement of the provisions of the Loan Documents including, without limitation, the fees and expenses of Susquehanna's legal counsel. A precise payoff figure will be provided to you upon request. As a result of Borrower's default of its obligations in connection with the Loan and having been provided notice of Susquehanna's acceleration demand for payment in full from Borrower of all remaining obligations thereunder, demand is also made upon each of Robert L. Slagle and Susan Deremer Slagle, as guarantors under the Loan, for full and complete payments of all amounts remaining due with respect to the Loan. ~ ~ - Slagle Enterprises, LLC Robert L. Slagle Susan Deremer Slagle October 22, 2012 Page 3 Pursuant to the terms of the Loan Documents, among other rights and remedies contained in the Loan Documents, Susquehanna is entitled to immediately enter judgment by confession against Borrower and against Robert L. Slagle and Susan Deremer Slagle, as guarantors; to institute mortgage foreclosure proceedings with respect to the properties secured by the Mortgages; to hold Borrower and Robert L. Slagle and Susan Deremer Slagle liable for any deficiency after liquidation of Susquehanna's collateral; and for all collection costs and expenses incurred by Susquehanna including, without limitation, the fees and expenses of Susquehanna's legal counsel. Notwithstanding the acceleration of amounts due as set forth herein or the giving of this notice, please be advised that Susquehanna has not, and shall not be deemed to have, agreed to waive or delay the exercise of any and all rights and remedies available to it under the Loan Documents, all without further notice, except to the extent such notice is required by law. Please be advised that receipt and acceptance of partial payment by Susquehanna shall not constitute a waiver of the Susquehanna's rights under any of the Loan Documents, nor shall such receipt and acceptance require Susquehanna to forbear from exercising any right or remedy available to it. Notwithstanding receipt and acceptance of partial payment, Susquehanna reserves the right t;o proceed to further protect its interests and collect the entire amount owed under the Loan without further demand. Nothing contained in this letter or any other communication between yourselves, or your representative, and Susquehanna, or any of its officers or other representatives, shall constitute a waiver of any rights that Susquehanna may have against you for the payment of all amounts due under the Loan Documents. Susquehanna hereby reserves all of its rights and remedies under the terms of the Loan Documents. Please communicate with Robert D. Sayre, Loan Workout; Officer, Susquehanna Bank, 1.570 Manheim Pike, Lancaster, PA 17604-3300, by telephone at 856.756-3511 for payment instructions and a precise payoff amount as of the date of intended payment. ,. Slagle Enterprises, LLC Robert L. Slagle • Susan Deremer Slagle October 22, 2012 Page 4 THIS CORRESPONDENCE IS AN ATTEMPT TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. Sincerely, rett D. Jackson BDJ/dcp/2553 cc: Robert D. Sayre, Loan Workout Officer Robert E. Chernicoff, Esquire Nicholas A. Fanelli, Esquire Dana C. Panagopoulos, Esquire BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC", _~ By: Brett D. Jackson, Esquire --~~ ~ ` = . ~ - Attorney LD. No. PA 87517 ~ -, „ - ~ ~;_ Dana C. Panagopoulos, Esquire , . ; ~ .=K= _ ~ =~ "; Attorney LD. No. PA 89491 ~ 480 New Holland Avenue, Suite 6205 ~ , -~- ~-~° Lancaster, PA 17Ei02 Attorneys for Plair~~iffr~ ~ Phone: (717) 945-5745/Fax: (717) 945-5764 . Susquehanna Barik SUSQUEHANNA BANK, for itself IN THE COURT OF COMMON as successor-in-interest to PLEAS OF CUMBERLAND GRAYSTONE BANK COUNTY, PENNSYLVANIA Plaintiff vs. CIVIL ACTION-LAW BEAGLE: ENTERPRISES, L.L.C. and ROBERT L. SLAGLE and CONFESSION OF JUDGMENT SUSAN DEREMER SLAGLE, h/w Defendants No. /a - 7~8~ ~Iw~ l (L°r~ AFFIDAVIT OF NON-MILITARY SERVICE Lancaster County, ss: Before me, the undersign authority, personally appeared Dana C. Panagopoulos, Esquire, who being duly sworn according to law, doth depose and say that, to the best of her knowledge, information and belief, Susan Deremer Slade, Defendant, is not in the Military or Naval Service, based on a name search conducted on the website for the Department of Defense Manpower Data Center. BRUBAKER CONNAUGHTON GOSS & LU ELLI LLC B ~ -- C. Panagopoulos, Esqui Sworn and subscribed before me 'this day o ece ber, 2012. Notary Public COMMONVIfEgLTH OF w!"NN 1/ V My Commission Expire NOTARIAL SF~4L 4N CHRISTINE D. WILSON, Notary Public City of Lzncaster, Lancaster County My Commiw5ion Expires June 23, 2015 _.. ;, ~?:a ; BRUBAKER CONNAUGHTON GOSS &LUCARELLI LLC ~_~! "; By: Brett D. Jackson, Esquire Attorney I.D. No. PA 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. PA 89491 480 New Holland Avenue, Suite 6205 Lancaster, PA 17602 Phone: (717) 945-5745/Fax: (717) 945-5764 .~ .t ` _ ::~~ Attorneys for Plarrtif~ Susquehanna Bank SUSQUEHANNA BANK, for itself as successor-in-interest to GRAYSTONE BANK IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff vs. CIVIL ACTION-LAW SLAGLE ENTERPRISES, L.L.C. and ROBERT L. SLACxLE and SUSAN DEREMER SLAGLE, h/w Defendants CONFESSION OF JUDGMENT No. /a - 7~/8! Ctvi f ~eYWI AFFIDAVIT OF NON-MILITARY SERVICE _~ ~- L_:J ; Lancaster County, ss: Before me, the undersign authority, personally appeared Dana C Panagopoulos, Esquire, who being duly sworn according to law, doth depose and say that, to the best of her knowledge, information and belief, Robert L. Slagle, Defendant, is not in the Military or Naval Service, based on a name search conducted on the website for the Department of Defense Manpower Data Center. BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC ~~ By: C' D C. Panagopoulos, Esquire Sworn and subscribed before me this ~ day of Dec~e/member, 2012. U~ ___~- Notary Public COMMONWEALTH OF PENNSYLVANIA, NOTARIAL SEAL My Commission Expires: CHRISTINE D. WILSON, Notary Public City of Lancaster, Lancaster County My Commission Expires June 23, 2015 BRUBAKER CONNAUGHTON GOBS & LUCARELLI LLC By: Brett D. Jackson, Esquire Attorney I.D. No. PA 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. PA 89491 480 New Holland Avenue, Suite 6205 Lancaster, PA 17602 Attorneys for Plaintiff: Phone: (717) 945-5745/Fax: (717) 945-5764 Susquehanna Bank SUSQUEHANNA BANK, for itself as successor-in-interest to GRAYSTONE BANK Plaintiff vs. BEAGLE ENTERPRISES, L.L.C. and ROBERT L. BEAGLE and SUSAN DEREMER SLAGLE, h/w Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION-LAW CONFESSION OF JUDGMENT No. ld 7~8/ Uu'1 `1rer~ PRAECIPE Pursuant to the requirements of Penna. Civil Procedure Rule #236, you are notified that there was entered in this office today, in the above-captioned case: x Judgment in the amount of $1,113,937.42, plus interest at the legal rate from the date of the entry of judgment for Plaintiff and against Defendants. _ Judgment for Defendants and against Plaintiff/s/ ~ } Dated:_~ P ONOTAR TO: Slagle Enterprises, L.L.C. 8 Foxfield Court Mechanicsburg, PA 10750 BRUBAKER CONNAUGHTON LOSS & LUCARELLI LLC By: Brett D. Jackson, Esquire Attorney I.D. No. PA. 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. PA 89491 480 New Holland Avenue, Suite 6205 Lancaster, PA 17602 Attorneys for Plaintiff: Phone: (71.7) 945-5745/Fax: (717) 945-5764 Susquehanna Bank. SUSQUEHANNA BANK, for itself IN THE COURT OF COMMUN as successor-in-interest to PLEAS OF CUMBERLAND GRAYSTONE BANK COUNTY, PENNSYLVANIA Plaintiff vs. CIVIL ACTION-LAW SLAGLE ENTERPRISES, L.L.C. and ROBERT L. SLAGLE and CONFESSION OF JUDGMENT SUSAN DEREMER SLAGLE, h/w Defendants No. /off - 7~8~ cull 1~~ PRAECIPE Pursuant to the requirements of Penna. Civil Procedure Rule #236, you are notified that there was entered in this office today, in the above-captioned case: x Judgment in the amount of $1,113,937.42, plus interest at the legal rate from the date of the entry of judgment f'or Plaintiff and against Defendants. _ Judgment for Defendants and against Plaintiff/s/ • Dated:_~~,~ PROTHO OT . , TO: Robert :L. and Susan Deremer Slagle 8 Foxfield Court Mechanicsburg, PA 10750 BRUBAKER CONNAUGHTON GOSS & LUCARELLI LLC By: Brett D. Jackson, Esquire Attorney I.D. No. PA 87517 Dana C. Panagopoulos, Esquire Attorney I.D. No. PA 89491 480 New Holland Avenue, Suite 6205 Lancaster, PA 17602 Phone: (71.7) 945-5745/Fax: (717) 945-5764 Attorneys for Plaintiff: Susquehanna Bank SUSQUEHANNA BANK, for itself as successor-in-interest to GRAYSTONE BANK Plaintiff vs. 5LAGLE ENTERPRISES, L.L.C. and IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION-LAW ROBERT L. BEAGLE and CONFESSION OF JUDGMENT SUSAN DEREMER 5LAGLE, h/w .o. Defendants No. /pZ ~ ~~8/ ~iv~~ ~~ PRAECIPE Pursuant to the requirements of Penna. Civil Procedure Rule #236, you are notified that there was entered in this office today, in the above-captioned case: x Judgment in the amount of $1,113,937.42, plus interest at the legal rate from the date of the entry of judgment for Plaintiff and against Defendants. _ Judgment for Defendants and against Plaintiff/s/ Dated:_1al/~'~ PRO. NOTARY TO: Dana C. Panagopoulos, Esquire Brubaker Connaughton Goss & Lucarelli LLC 480 New Holland Avenue -- Suite 6205 Lancaster, PA 17602 Susquehanna Bank : IN THE COURT OF COMMON PLEAS v. : CUMBERLAND COUNTY, PENNSYLVANIA Slagle Enterprises LLC, Robert L. Slagle and Susan Deremer Slagle : NO. 2012-7481 d-�,�\ b� PRAECIPE TO THE PROTHONOTARY: Please mark the above judgment as satisfied for the property known as 8 Foxfield Court as outlined in the attached Exhibit. Respectfully Submitted; SUSQUEHANNA BANK by (i f G?1s"2/ 1 1-7 goal (44,4 > x,5'716 6 PeA soi I#gel 7To Whereas , Susquehanna Bank has obtained a Confession of judgment in Cumberland County, State of Pennsylvania against Slagle Enterprises LLC, Robert L. Slagle and Susan Deremer Slagle in the amount of$1,113,937.42 and filed December 13, 2012 at number 2012- 7481 which judgment by law binds all the Real Estate then of the said Slagle Enterprises LLC, Robert L. Slagle and Susan Deremer Slagle situate in the said Cumberland County, Pennsylvania for the payment thereof: And Whereas,the said Susquehanna Bank at the time of the obtaining of the said Judgment is seized and possessed of inter alia, ALL THAT CERTAIN tract or parcel of land situate in Silver Spring Township, Cumberland County, Pennsylvania, more particularly bounded and described in accordance with the Major Final Subdivision Plan for The Peninsula (Phase 1), prepared by H. Edward Black & Associates, P.C., more particularly bounded and described as follows,to wit: BEGINNING at a concrete monument on the western right-of-way line of Foxfield Court as the dividing line between Lot-110 and Lot-109 on the hereinabove mentioned subdivision plan; thence along said dividing line between Lot-110 and Lot-109 South 73 degrees 46 minutes 42 seconds West(S 73° 46'42" W) a distance of 629.47 feet to an iron pin along the eastern right-of-way line of Conodoguinet Creek;thence along the eastern right-of-way line of Conodoguinet Creek North 10 degrees 50 minutes 57 seconds West(N 10°50'57" W)a distance of 511 feet to an iron pin along other lands now or formerly of Sample Bridge Associates;thence along the lands nor or formerly of Sample Bridge Associates North 81 degrees 30 minutes 00 seconds East(N 81°30'00" E)a distance of 428.30 feet to an iron pin at the dividing line between Lot-108 and Lot- 109;thence along said dividing line between Lot-108 and Lot-109 South 40 degrees 19 minutes 46 seconds East (S 40° 19' 46" E) a distance of 436.89 feet to a concrete monument along the western right-of-way line of Foxfield Court; thence along the western right-of-way line of FoxfieId Court on a curve to the left having a radius of 50 feet an arc Iength of 65 feet to a concrete monument as the dividing line between Lot- 109 and Lot-110;the point and place of BEGINNING. CONTAINING 5.9597 acres more or less. BEING Lot-109 on the hereinabove mentioned subdivision Plan for the Peninsula (Phase I) as recorded in the Office of the Recorder of Deeds in and for Cumberland County in Plan Book 65 at Page 28. BEING PART of the premises which Silver Spring, Inc., a Pennsylvania Corporation, by its Deed dated October 15, 1992,and recorded October 22, 1992 in the office of the Recorder of Deeds in and for Cumberland County in Deed Book 35, Volume Y, Page 318 granted and conveyed unto Sample Bridge Associates,Grantor herein. UNDER AND SUBJECT to existing building restrictions, ordinances, easements of roads, privileges or rights of public service companies, if any; or easements or Release of Judgment • 1 of the Subdivision Plan,and easements and restrictions shown on the subdivision Plan as recorded and the Declaration of Restrictions and Covenants as recorded in the Office of the Recorder of Deeds in and for Cumberland County on November 10, 1992 in Misc.Book 431 at Page 27, and subject to the rights of others and the public in and to the Conodoguinet Creek. Now Know all Men by these Presents, that the said Susquehanna Bank at the request of the said Robert L.Slagle and Susan D.Slagle and for and in consideration of the sum of$1.00 in hand well and truly paid by the said Robert L.Slagle and Susan D.Slagle is hereby acknowledged,both for itself and its successors,covenant,promise and agree to and with the said Robert L.Slagle and Susan D.Slagle,heirs and assigns,by these presents,that it will not at any time or times hereafter sell or dispose of, attach or levy upon or claim or demand the aforesaid premises, with the appurtenances, or any part thereof, in or by virtue of the aforesaid Judgment, or claim any estate therein: SO THAT the said Robert L.Slagle and Susan D.Slagle,heirs and assigns, shall and may hold the same, free and clear of and from the Confession of Judgment aforesaid: Provided, however, that nothing herein contained shall invalidate the lien or security of the said Judgment upon the other estate of the said Robert L.Slagle and Susan D.Slagle. In witness whereof, the said Susquehanna Bank hath hereunto caused to be affixed its common or corporate seal,duly attested,this 3°ati day of ft.i'ft,,,/74/ ,2013. Signed,Sealed and Delivered In the Presence of: SUSQUEHANNA BANK By 1'11%-i4, vf'-a' President Attest: _.���s�'� Cage- 1//e.--e gin Prepared by and Return to: 1st Advantage Settlement Services Inc. 6375 Mercury Drive Suite 102 Mechanicsburg,PA 17050 13368