HomeMy WebLinkAbout13-0681
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
(Pennsylvania Rule of Civil Procedure No. 236)
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7t6 Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgiles(a,lawsgr.com
FOX CHASE BANK
4390 Davisville Road
Hatboro, PA 19040-2544
Plaintiff,
v.
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025
Defendant.
Attorney for Plaintiff
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
TERM, 2013
2 g ~ Ct"v 1
NO. ~ J "
NOTICE IS GIVEN THAT A JUDGMENT HAS BEEN ENTERED AGAINST
YOU IN THE ABOVE-CAPTIONED MATTER.
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PROTHONOTARY
CONTACT:
IF YOU HAVE ANY QUESTIONS CONCERNING THE ABOVE, PLEASE
David M. Giles, Esquire
Attorney for Fox Chase Bank
SPECTOR GADON & ROSEN, P.C.
Seven Penn Center
1635 Market Street - 7th Floor
Philadelphia, PA 19103
(215) 241-8888
1561820-1
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SPECTOR GADON & ROSEN, P.C. .
By: David M. Giles (LD. No. 27477)
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FOX CHASE BANK •
COURT OF COMMON PL'~AS~ ~.
4390 Davisville Road CUMBERLAND COUNTY, PA
Hatboro, PA 19040-2544 :
Plaintiff,
v• TERM, 2013
SCOTT C. PENWELL
400 Bear Drive Q I i u ~
NO. ~ J • l,~ Q
Enola, PA 17025
Defendant.
PRAECIPE FOR ENTRY OF
APPEARANCE, CONFESSION OF JUDGMENT
FOR MONEY AND ASSESSMENT OF DAMAGES
Pursuant to the authority contained in the Warrant of Attorney under a Commercial
Guaranty (the "Guaranty"), a copy of which is attached to the Complaint in Confession of
Judgment for Money filed in this action, I appear for Defendant, Scott C. Penwell, and confess
judgment for money in the amount of $82,500.00 in favor of Plaintiff and against the Defendant,
as follows:
Ten percent (10%) of Principal due under the Note .
TOTAL DUE ......
1561249_ 1.DOC
..............................$82,500.00
.............................~ 2.500.00
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SPECTOR GADON & ROSEN, P.C.
By:
David M. Giles, Esquire
Attorney for Defendant
Pursuant to Warrant of Attorney
Judgment is hereby entered as above requested.
Prothonotary
1561249_ 1. DOC
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7`h Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgilesCa~laws~r.com
FOX CHASE BANK ;
4390 Davisville Road ;
Hatboro, PA 19040-2544 ;
Plaintiff, ;
v.
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025 ;
Defendant.
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COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
TERM, 2013
No 13-(n8~ C~~il
COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY
1. Plaintiff is a federal savings bank with its principal place of business located at
4390 Davisville Road, Hatboro, Pennsylvania, 19040-2544.
2. Defendant, Scott C. Penwell ("Defendant"), is an individual who, upon
information and belief, has an address of 400 Bear Drive, Enola, PA 17025.
3. On or about December 22, 2008, Plaintiff loaned Elite Managing General
Agency, LLC (the "Borrower") the sum of $500,000.00 (the "Loan") which was evidenced by a
Promissory Note executed and delivered by Borrower made payable to the order of Plaintiff in
the principal sum of $500,000.00 (the "Note") and a Business Loan Agreement (the "Loan
Agreement"). A copy of the Note, Loan Agreement and all of the relevant Laan Documents are
attached as Exhibit "A".
1561249_ 1.DOC
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4. The Note provides that Borrower would pay to Plaintiff interest on the unpaid
principal balance of the Loan at a variable rate of interest equal to the Prime Rate as published
from time to time in the Wall Street Journal plus 1 % per annum with a floor at 5% per annum
(the "Interest Rate").
5. On or about December 22, 2008, Defendant executed a Commercial Guaranty
("Guaranty") wherein Defendant irrevocably, absolutely and unconditionally guaranteed the full
and punctual payment and satisfaction of the Indebtedness due under the Loan (now existing or
hereafter arising including any renewals, extensions, substitutions and modifications of the
Indebtedness), as well as the performance of all obligations of Borrower under the Loan.
However, Defendant's share of the Indebtedness was limited to only ten percent (10%) of the
principal amount of the Indebtedness. A true and correct copy of the Guaranty is attached as
Exhibit "B".
6. The Note provides that Borrower will pay the Loan in full immediately upon
Lender's demand.
7. The Loan Agreement provides that a Default or an Event of Default will occur if
payment in full is not made immediately when due.
8. Pursuant to the terms of the Loan Agreement, upon the occurrence of a Default or
an Event of Default thereunder, the entire unpaid principal balance, without notice to Borrower,
becomes due and payable immediately with interest.
9. The Note further provides that, upon the occurrence of a Default or an Event of
Default, the interest rate shall be the Interest Rate charged prior to the Default or Event of
Default plus five percent (5%) per annum ("Default Rate").
156 ] 249_1 .DOC
10. On November 12, 2010, Plaintiff, Borrower and Defendant executed a Change in
Terms Agreement wherein the principal amount of the Loan was increased to $825,000.00 and
Defendant also executed a Disclosure for Confession of Judgment wherein the Defendant
specifically agreed that the Confession of Judgment Clause or Warrant of Attorney would remain
in full force and effect. True and correct copies of the Change in Terms Agreement and
Disclosure for Confession of Judgment are attached as Exhibits "C".
11. On January 14, 2013, Plaintiff provided Borrower and Defendant with a Notice of
Demand for Payment, demanding that Borrower and Defendant pay the Loan in full within 10
days from the date of the Notice of Demand and that interest would accrue at the Default Rate if
the Loan was not paid in full within the aforementioned 10 day period. A true and correct copy
of the Notice of Demand is attached hereto as Exhibit "D".
12. Borrower and Defendant failed to pay the Loan in full within the 10 day period
set forth above and on January 28, 2013, Plaintiff provided Borrower and Defendant with a
Notice of Default and Acceleration ("Notice of Default and Acceleration") wherein Plaintiff
advised Borrower and Defendant that its failure to repay the loan in full within the 10 days
required in the Notice of Demand as required by the Note and Loan Agreement constituted a
Default or an Event of Default under the Loan, that Plaintiff had declared the unpaid balance of
principal and interest immediately due and payable under the Note and the other Loan
Documents, and that interest would accrue at the Default Rate. Plaintiff also advised Borrower
and Defendant that it intended to exercise any and all of its rights and remedies under the Loan
Documents at law or in equity without further notice. A true and correct copy of the Notice of
Default and Acceleration is attached hereto as Exhibit "E."
1561249_1 .DOC
13. After Plaintiff accelerated all amounts due under the Note, Borrower and
Defendant have still failed to pay Plaintiff all amounts due under the Loan. In fact, Borrower
and Defendant advised Plaintiff on January 29, 2013 that it was going to pay the Loan in full, but
failed to do so. A true and correct copy of e-mails from Borrower and Defendant advising
Plaintiff that it was going to pay the Loan in full on either February 1, 2013 or February 4, 2013
is attached as Exhibit "F".
14. The Guaranty contains a Warrant of Attorney wherein Defendant authorizes
Plaintiff to confess judgment against Defendant for all sums owed by Defendant to Plaintiff
under the Note plus costs of suit and an attorney's commission of Ten Percent of the unpaid
Principal Balance and accrued interest. A copy of the Warrant of Attorney is attached hereto as
Exhibit "G".
15. No judgment has been heretofore entered on the Note or Guaranty in any
jurisdiction.
16. Plaintiff is the present holder of the Note and Guaranty and has not assigned the
same.
17. The Note and Guaranty were based upon a commercial transaction.
18. The judgment is not being entered by confession against natural persons in
connection with a consumer credit transaction.
19. All conditions precedent to the entry of judgment for money have occurred.
20. Plaintiff has sent a Notice of Demand and a Notice of Default and Acceleration
wherein Plaintiff demanded, inter alia, payment of all amounts due under the Note and Guaranty
and the Note and Guaranty does not require Plaintiff to make any further demand prior to the
entry of judgment for money.
1561249_1.DOC
21. The following amounts are presently due and owing by Defendant, to Plaintiff
under the Guaranty:
Ten percent (10%) of Principal due under the Note ................................$82,500.00
TOTAL DUE ...........................................~$~ 4~Q
22. By virtue of the Warrant of Attorney, Plaintiff is entitled to immediate entry of
judgment against Defendant, in the amount of $82,500.00.
WHEREFORE, Plaintiff demands judgment against the Defendant, in the amount of
$82,500.00.
SPECTOR GADON & ROSEN, P.C.
David M. Giles, Esquire
Attorney for Plaintiff
1561249_ 1.DOC
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7`h Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: d~iles(ar~,laws~r.com
Attorney for Plaintiff
FOX CHASE BANK
4390 Davisville Road
Hatboro, PA 19040-2544
Plaintiff,
v.
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025
Defendant.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
TERM, 2013
. ~~ ~~~
AVERMENT OF DEFAULT
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
ss
Jerry Holbrook, being duly sworn according to law, deposes and says that he is the
Executive Vice President and Chief Operating Officer of Fox Chase Bank ("Bank"), Plaintiff
herein; that he is authorized to make this Affidavit on behalf of Plaintiff and that on or about
December 22, 2008 Plaintiff loaned Borrower the sum of $500,000.00 (the "Loan") which is
evidenced by a Promissory Note executed and made payable to the order of Plaintiff in the
principal sum of $500,000.00 (the "Note"). The Note provides that the Borrower will pay the
Loan in full immediately upon Lender's demand. The Loan Agreement provides that a Default
or an Event of Default will occur if payment is full is not made immediately when due. On or
1561249_1 .DOC
about December 22, 2008, Defendant executed a Commercial Guaranty ("Guaranty") wherein
Defendant irrevocably, absolutely and unconditionally guaranteed the full and punctual payment
and satisfaction of the Indebtedness due under the Loan (now existing or hereafter arising
including any renewals, extensions, substitutions and modifications of the Indebtedness), as well
as the performance of all obligations of Borrower under the Loan.. However, Defendant's share
of the Indebtedness was limited to only ten percent (10%) of the principal amount of the
Indebtedness. On or about November 12, 2010, Plaintiff, Borrower and Defendant executed a
Change in Terms Agreement wherein the principal amount of the Loan was increased to
$825,000.00 and Defendant also executed a Disclosure for Confession of Judgment wherein the
Defendant specifically agreed that the Confession of Judgment Clause or Warrant of Attorney
would remain n full force and effect. On January 14, 2013, Plaintiff provided Borrower and
Defendant with a Notice of Demand for payment, demanding that Borrower and Defendant pay
the Loan in full within 10 days from the date of the Notice of Demand and that if the Loan is not
paid in full within the aforementioned time period interest would accrue at the Default Rate.
Borrower and Defendant failed to pay the Loan in full as demanded and on January 28, 2013,
Plaintiff provided the Borrower and Defendant with a Notice of Default and Acceleration and
advised Borrower and Defendant that their failure to pay the principal and interest owed under
the Note and Guaranty within 10 days from the date of the Notice of Demand constituted an
Event of Default under the Loan, that Plaintiff had declared the unpaid balance of principal and
interest immediately due and payable under the Note and other Loan Documents, and that
interest would accrue at the Default Rate. Plaintiff also advised Borrower and Defendant that it
intended to exercise any and all of its rights and remedies without further notice. Pursuant to the
terms of the Note and Guaranty, Plaintiff may thereafter confess judgment against Defendant for
1561249_ l . DOC
all amounts due thereunder. The following sums are presently due and owing by Defendant to
Plaintiff under the Note and Guaranty:
Ten percent (10%) of Principal due under the Note ................................$82,500.00
TOTAL DUE ...........................................~$~~
Jerry Holbroo ,Executive Vice President
and Chief Operating Officer
Sworn to and Sub ribed
before me this 'day of February, 2013
~~,~~
Notary Public
coMMONw~~TM a- ~o~snviwn
NOTARIAL BEAT.
TtIEREBA BAYER, Noary PUbk
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1561249_1 .DOC
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7th Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgiles(a),laws~r.com
FOX CHASE BANK
4390 Davisville Road
Hatboro, PA 19040-2544
Plaintiff,
v.
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025
Defendant.
AFFIDAVIT
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
NO. / j ~ ~ L, N.~ I
~ 3 to
ss
Jerry Holbrook, being duly sworn according to law, deposes and says that he is the
Executive Vice President and Chief Operating Officer of Fox Chase Bank, the Plaintiff herein;
and that he is authorized to make this Affidavit on behalf of Plaintiff; and that the facts set forth
in the foregoing Complaint for Confession of Judgment for Money are true and correct to the
best of his knowledge, information and belief; and that the exhibits attached to the Complaint are
true and correct copies of the originals.
Sworn to and Subs ibed
before me this ay of February, 2013
L'`~~/--- ~~
Notary Public ` ~ ~_______________
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COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
TERM, 2013
Jerry Ho rook Executive Vice President
and Chief Operating Officer
1561249_1.DOC
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SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7tb Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgiles(u~laws~r.com
FOX CHASE BANK
4390 Davisville Road
Hatboro, PA 19040-2544
Plaintiff,
v.
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025
Defendant.
Attorney for Plaintiff
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
TERM, 2013
NO. ~ 3 ~ 6 ~I G ~`/' ~ ~L~k.
AFFIDAVIT OF BUSINESS TRANSACTION
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
ss
Jerry Holbrook, being duly sworn according to law, deposes and says that he is the
Executive Vice President and Chief Operating Officer of Fox Chase Bank, Plaintiff herein; and
that he is authorized to make this Affidavit on behalf of Plaintiff and that the transaction upon
which judgment is being entered is a business transaction.
Sworn to and subs ribed
before me this ~ay of February, 2013
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Notary Public
coMMONw~w~TM ~'~ar~viw~-
NOTARIAL 8EAL
TFIERESA gAyER, Nolrry p~
1561249_1.DOC~~~, ~,
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Jerry Holbrook, xecutive Vice President
and Chief Operating Officer
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7"' Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgiles(a),laws~r.com
FOX CHASE BANK
4390 Davisville Road
Hatboro, PA 19040-2544
Attorney for Plaintiff
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
Plaintiff,
v.
TERM, 2013
SCOTT C. PENWELL
400 Bear Drive ; NO, ~ ~ _ ~ $ ~ ~ ~,~
Enola, PA 17025 ;
Defendant.
AFFIDAVIT THAT JUDGMENT IS NOT
BEING ENTERED AGAINST NATURAL PERSON IN
CONNECTION WITH A CONSUMER CREDIT TRANSACTION
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
ss
Jerry Holbrook, being duly sworn according to law, deposes and says that he is the
Executive Vice President and Chief Operating Officer of Fox Chase Bank, Plaintiff herein; and
that he is authorized to make this Affidavit on behalf of Plaintiff; and that the judgment is not
being entered by confession against natural
1561249_1 .DOC
persons in connection with a consumer credit transaction.
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Jerry Ho roo ,Executive ice President
and Chief Operating Officer
Sworn to and sub cribed
before me this$U~~day of February, 2013
~~~~
Notary Public
co~.TMa-~v+~v
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1561249_ I.DOC
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7t6 Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dSiles(a,lawser.com
FOX CHASE BANK
4390 Davisville Road
Hatboro, PA 19040-2544 :
Plaintiff,
v. :
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025
Defendant. :
Attorney for Plaintiff
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
TERM, 2013
AFFIDAVIT OF NON-MILITARY
SERVICE AND CERTIFICATION OF ADDRESS
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
ss
Jerry Holbrook, being duly sworn according to law, deposes and says that he is the
Executive Vice President and Chief Operating Officer of Fox Chase Bank, the Plaintiff herein;
and that he is authorized to make this Affidavit on behalf of Plaintiff; that the above-named
Defendant, Scott C. Penwell, whose last known address is 400 Bear Drive, Enola, PA 17025, is
not in the military service of the United States, nor any State or Territory thereof, or its allies as
defined in the Soldiers' and Sailors' Civil Relief Act of 1940 and amendments thereto.
1561249_ ] . DOC
Deponent also certifies that the business address of Plaintiff is as follows: 4390
Davisville Road, Hatboro, PA 19040-2544.
~~
Jerry Holbrook, xecutive i resident
and Chief Oper ting Officer
Sworn to and sub cribed
before me this ay of February, 2013
Notary Publi
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~-a , ~ rrrNe
156] 249_1 .DOC
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7t6 Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgiles(a~lawsgr.com
FOX CHASE BANK :
4390 Davisville Road
Hatboro, PA 19040-2544
Plaintiff,
v.
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025
Defendant.
Attorney for Plaintiff
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
TERM, 2013
J3
AFFIDAVIT THAT TRANSACTION DOES NOT ARISE F~tOM
A RETAIL INSTALLMENT SALE. CONTRACT OR ACCC~IUNT
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
ss
Jerry Holbrook, being duly sworn according to law, deposes and says that he is the
Executive Vice President and Chief Operating Officer of Fox Chase Bank, Plaintiff herein; and
that he is authorized to make this Affidavit on behalf of Plaintiff; and that the transaction upon
which this confessed judgment is based does not
1561249_1.DOC
arise from a retail installment sale, contract or account.
i
Jerry Holbrook, xecutive Vice President
and Chief Operating Officer
Sworn to and subscribed
before me thisgu~day of February, 2013
Notary Public
comer ".'~u~nv~wu-
p4'Gn+ ulMio~~, Pf~~. ~
10, 16
1561249_1.DOC
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7`h Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgiles(u,lawsEr.com
FOX CHASE BANK
4390 Davisville Road
Hatboro, PA 19040-2544
Attorney for Plaintiff
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
Plaintiff,
v.
SCOTT C. PENWELL
400 Bear Drive
Enola, PA 17025
TERM, 2013
NO. ~ ~ ~( ~ 1w I `6 ~~~
3~
Defendant.
AFFIDAVIT OF INCOME
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF PHILADELPHIA
ss
Jerry Holbrook, being duly sworn according to law, deposes and says that he is the
Executive Vice President and Chief Operating Officer of Fox Chase Bank, Plaintiff herein; that
he is authorized to make this Affidavit on behalf of Plaintiff; that the income of the Defendant is
in excess of $10,000.00 per year.
Sworn to and subscribed
before me this~l-day of February, 2013
~{Lt~~...~~~~-~
Notary Public
o~nt~TM ors .vy,~u-
NOTARIAL Sf:AI.
_Caa ~Irion~' P PubNc
1561249 1. 1Q, 8
~~~' -_
Jerry o ro k, Executive Vice President
and Chief Operating Officer
~~
PROMISSORY. NOTE
Borrower: Elite Managing General Agency, LLC Lender: Fox Chase Bank ' '
191 Sheree Boulevard 4390 Davisv(ge Road
Exton; PA 18341 Hatboro, PA 19040-2b44
Principal Amount:. 8500,000.00 Date •of Note: December 22, 2008
PROMISE TO PAY. ENte Managing General Agency, LLC ("Borrower"i promises to pay to Fox Chase Bank (`'Lender"), or order, in Lawful money
of the United States of America, on demand, the principal amount of Five Hundred Thousand & 001100 Dogars (5500,000.00) or so much as
may bs outstanding, together with interest on the unpaid outstanding principal balance of each advance: Interest shah be calculated from the
date of each advance untll repayment of each advance.
PAYMENT. Borrower wig pay thle loan (n full immediately upon Lender's demand. Borrower wig pay rsgubr mouthy payments of all accrued
unpaid krtenst due as'of each payment dpte, beginning February 1, 2009, whh ag subsequent kttsrest payments to be due on the same day of
each month offer that. Unless otherwise agreed or required by appgcable law, payments will be appged 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 tender's address shown above
,or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. Tha interest. rate on this Note is subject to change from time to time based on changes in an Independent index
which is the the Prime Rate as published from time to time in the. WaII Street Journal (the- "index"). The Index is not necessarily the lowest rate
charged by Lender on its loans. If the Index becomes unavailable during 'the term of this loan, Lander may designate a substitute index after
notifying Bbrrower. Lender will tell Borrower the current Index rate upon Borrower's request. The. interest rate change will not occur more
often than each day. Borrower understands that Lender may make loans based on other rates as well, The Index currently Is 3.250% per
annum. Tha interest rate to be' applied to the .unpaid principal balance of this Note will be calculated as described in the "INTEREST
CALCULATION METHOD" paragraph using a rate of 1.000 percentage point over the Index, adjusted if necessary for any minimum and
maximum rate limitations described below, resulting 'in an initial rate of 5.000% per annum based on a .year of 360 days. NOTICE: Under no
circumstances will the interest rate on this Note be less than 5.000% per annum or more than the maximum rate allowed by applicable law.
INTEREST CALCULATION METHOD. Mterest on this Note is computed on a 366!380 basis; that is, by applying the ratio of the interest rate
over a year of'360 days, multiplied by the outstanding principal balance, multipged by the actual number of days tfie principal balance to
outstanding. Ag interesbpayable under this Note is computed usMg this method. This calculation method results in a higher affective interest
rote than the numeric interest rate stated in this Note.
PREPAYMENT. Borrower agrees that ell loan fees end other prepaid finance charges are earned fully as of the date of the loan and wirl not be
subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty 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 of accrued unpaid interest. Rather, early
payments will reduce the principal balance duo. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", ror
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: Fox Chase Bank, 4390 Devisville Road
Hatboro, PA 19040-2b44.
LATE CHARGE. If a regularly scheduled interest payment is 18 days or more late, Borrower will be charged 6.000% of the unpaid portion of the
regularly scheduled payment or $25.00, whichever is greater. If Lender demands payment of this loan, and Borrower does not:pay the loan in
full within 16 days after Lender's demand, Borrower also will be charged either 6.000% of the unpaid portion of the sum of the unpaid principal
plea accrued unpaid interest or $2b.00, whichever is greater.
INTEREST AFTER .DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by
adding a 5.000 percentage point margin ("Default Rate Margin"1. The Default Rate Margin shall also apply to each succeeding interest rate
change that would have applied had there been•no default. If judgment is entered in connection with this Note, interest will continue to accrue
after the date of Judgment at the rate in effect at the time Judgment is entered. However, in;no event will the interest rate exceed the maximum
interest rate limitations under applicable law.. '
LENDER'S RIGHTS. Upon defauh, Lender may, after giving such notices as. required by applicable law, declare the entire unpaid principal
balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount..
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this.Note if Borrower does'not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses,
whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction!, and appeals. If not prohibited by applicable law, Borroweralso will pay any court costs, in addition to
all other sums provided by law.
GOVERNING LAW. This Noto wiN be governed by federal taw appgcable to Lender and, to the extent not preempted by federal law, the laws of
the Commonwealth of .Pennsylvania without regard to its confgcts of law provlsiona. This Note has been accepted by Lender in the
Commonwealth of Pennsyhania.
CHOICE OF VENUE. If thereis a lawsuit, Borrower agrees upon Lender's request to submit to the juriadtction of the courts of Montgomery
County, Commonwealth of Pennsylvania.
DISHONORED ITEM FEE. Borrower, will pay a fee to Lender of $30.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored. '
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in ell Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future. However, this does not include any IRA or Keogh accounts, or any trust• accounts for which setoff would be prohibited by
law. Borrower authorizes Lender; to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any
and ail such accounts, and, at Lender's option, to administratively freeze ail such accounts to allow Lender to protect Lender's charge and setoff
rights provided in this paragraph.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing by
Borrower or by an. authorized person. Ali oral requests shall be confirmed in writing on the, day of the request, on forms acceptable to Lender.
Ail communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower
agrees to be liable for all .sums either: (A) advanced in accordance with the instructions of an authorized person or ie1 credited to any of
Borrower's accounts with Lender. The unpaid principal balance owino on this Note at env time may be evidenced by Pnrlnrkwmnnrc nn rhic Nnrn
PROMISSORY NOTE
(Continued)
or by Lender's internal records, including daily computer. print-outs.
Page 2
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon .Borrovrer's heirs, personal representatives,
successors and assigns, and shall inure to the bpneftt of Lender and its successors and assigns.
GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude
Lender's right to declare payment of this Note on its demand. If any part of this Note cannot ba enforced, this fact will not affect the hest of the
Note. Lander may delay w forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorees this Note, to the extant allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shalt be released from liability. All such parties agree that Lender may renew or eMand
(repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, tail to realize upon or perfect Lender's•
security interest in the collaterel; end take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several. If eriy portion of this Note is for any reason determined to be unenforceable, it
will not effect the enforceability of any other provisions of this Note.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY. AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED; CONFESS OR ENTER JUDGMENT
AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND
ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS
OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID, PRINCIPAL BALANCE AND ACCRUED INTEREST FOR
COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT~OR JUDGMENTS ONE OR
MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF•THIS NOTE VERIFIED BY AFFIDAVIT SHALL
BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED tN THIS NOTE TO CONFESS JUDGMENT AGAINST .BORROWER SHALL NOT BE
EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN
FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES •ANY RIGHT BORROWER MAY HAVE TO fJOTICE OR TO A
HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER
SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN
REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS .NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
THIS NOTE IS GNEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SCALED INSTRUMENT ACCORDING TO IAW.
BORROWER:
EL GING GENERAL AGENCY, LLC ~ '
BY: {Seep By: v~ . (Seal)
r, a agar e ' snag ng hriatopher ay or, a i gar o E its anaging
General Agency, LLC General Agency, LLC
BY~ (Seal)
Scott Ppnwep, • anager of EI'rte Managing '
Qeneral Agency, LLC
ucen «a ~~, y«. u~aoaw cw. wn.w M.,ar pMwr, rw. im, wa. N ~ynu n«.w. . M hVI1gUTnpryl~Wp.rc mr37 ,n.a
BUSINESS LOAN AGREEMENT
Borrower: ENte 1Nansgktg Oenerel Agency, LLC
191 Sbaes Boulevard
Exton, PA 18341
Lender: lox Chaa. Bank
4380 OavisvNls freed
Hatboro, PA 18040-2644
TM8 BUSNVEBS LDJ1N AGRE8111p~IT dated Daaernber 22. 2008, h made and executed betwaea Elite Martapktg Oenwl Agency, t1C
1'Honower'1 aruf fox Chase Bank 1'lender"} on tl» fogowing temp and ooadidons. Borrower has reoaived pdar ooarmeroisl boas from Lander
or has eppNed to Lander for a oommeraial loan or foarro or oUrer Nnartdaf aocorraaodatituu, lncludbtg those whkb tnay M deaeribed on arty
exttpttt or sohedtde attached to fhb Agroanwnt. Renewer undsrotands and apnea that: 1/q an granting, renewbtp, or sxNndktg any loan,
Caroler Lr relyktg upon Borrower's rapraesntattons, warraertlea, and agreements a. set forth le thb Agtnamertt: IB} the prarahtp, renewMg, or
extsndfrry o! any Loop by Lander at a8 trmeo shall ba subject to Lender's cola judgment and dlsoretlon; and (C) aN auoh Loans shah be end
reatain subject iti the tams and corrdtions of this Agreement. .
TERM. Thia Agreement aheN be etfectiva es of December 22, 2008, and shall continuo in fuN force end effect until such time as aU of
Boaower's Loans a favor of Lander hew been paid In full, Including prir-Cipai, iMereet, costs, expenses, attorrrays' fees, and other fees end
charges, ar umil Da~mber 22, 2009.
CONDrTION8 PRBCEDEfHT TO EACH ADVANCE. Lender's obYpation to make the initial Advance end each subsagwnt Advance under thic
Agreement aheN bs eubjact to the ful}Nlmant to Lendor'e satisfaction of all of the condMons set forth in thic Agreemsrtt and In the Reistad
Oocuments.
Loan Oocwnena. Borrower shall provide to Lender the fallowing documents /a the Loan: (t) the Note; 12) Security Agresrnents
granting to Lender security Intsreats In the CoNatorel; (31 financing statements and sli other documents perfecting lender's Security
Inaroats: (41 evidence of insurance as rsquked below; (51 guarendos; (tl} aubordinations; (7) together with all such Related
Documents as Lander may require for the Loan; all in farm and substance satsfactory to Lender and lender's counal.
Borrowar'a Authorizedon. Borrower aheN have provided in form artd aubatanco satisfactory to Lender propsr(y certified resolutions, duly
eutt-orizhtp the execution and delivery of this Agresraent, the Note and the Related Documents. !n addition, Borrower shall have provided
such other resolutions, suthorizetions, documents and instruments as Lnnder or its counsel, may require.
Paymeat of Fees and Expenaos. Borrower shall have paid to Candor ail teas, charges. and other expenses which are than due and payable
es specified in this Agreement w any Related Documsrtt.
Representations and Waaandss. The reprasemstions end want+ntiea sot forth in this Agreement, in the Related Documents, and a any
documsm or cer[Hleate dslWered to Lender under this Agreement are true and correct.
No Evert of DefauK. Thera shag not exist at tfio time of any Advance a condition which would constitute an Event of Oetault under tills
Agreement or under sny Related OocurtreM.
REPRESENTATIONS AND WARRANTIES. Harrower represents and warrants to Lnnder, as of lire dau of this Agreement, ea of the date of each
disbureemertt of loan proceeds, as of the date of any renewal, extension or moditloetlon of sny Loan, end at aN times arty indebtednses sxlaq:
Organtation. Borrower is a Nmited lisbrlity company wlrleh Is, and at sN times shall be, duly organized, validly existing, end. in good
sanding under and by virtue of the laws of the Commonwealth of Pennayivanie. BorroGrar ie duly authorised to frensset business in all
other states in which Bortower la doing business, having obtained aN rrscassary fNktgs, governrnentaf Ncenssa and approvals for each state
to which Borrower iz doing Ixuinssa. Speclfirally, eorrowar Is, and at all times shall be, duly quaNNsd ore a breign limited Nobility company
In all atatea in which tha faNuro to so queNfy would have a materlel adverse affect on its buahtess or flrtanclW condition. Borrows has the
full power and authority to own its properties and to transact the booboos in which h is presentiy erpaged or preaemly proposes to
engage. Renewer maintains an offlca at 191 Sheroe Boulevard, Exton, PA 19847. Unless Borrower has dssiprteted otherwise in writing,
the principal office Is the office at which Borrower keeps hs books and records including its records concerting the Collateral. Borrower
wr11 notify Caroler pray to any change in the location of Bonower's state,of organization or any change In Borrower's name. Borrower shah
do ail things neoessary to pnaerve and to keep in fuN force end eNect its exiatance, rights and privllepss, end aheN comply with alt
rogulatana, reties, ordinances, statutes, orders and decrees of any povernmentel or quasi-govemmental euthoriry or court applicable to
Borrower and Bonowor's buskteas activities.
Assumed Business Names. Borrower has Gled or recorded ad dowmena or filings required by law relating to all assumed business names
used by Borrower. Extruding the name of Borrower, the foNowing )a a comptete.Nst of all aasume0 business r-amaa under which Borrower
dose buskteas: None.
Autlwrhation. Borrower's execution, delivery, and performar-ce of this AgresrteM and aN the Related Dacumenu haw been duly
autiorized by a)I necessary action by Borrower and do not conRict with, result in a violation of, or eortstftute a default under (1 f any
provielen of (a) Borrower's articles of organization or membership agreements, or (b} any apresmsnt or other irtstrtxnent binding upon
Borrower or {21 any law, governmental rogulatlon, oourt dscroe, a order sppBcable to Borrower or to Bonrowar's properties.
ilnatteiel IMorraatan. Each of Borrower's financial sietemanta supplied to lender truly and compfetsly disclosed Borrower's financial
condition as of the deco of die eatement, and theta has bean no maariai adverse change In eonower's financial condition subaaquem to
the data of the most recent fmandai statement supplied to Lender. Renewer hart no malarial contingent obiigatlona except ea disclosed in
such fktenclel statements.
Legal Effect. Thia Agreement constitutes, end any lnstrtrment ~r agreement Borrower is required to give under thb Agreement when
deilwred will constitute legal, vend, end binding obligations of Br mower enforceable against Borrower in eccordarxx with their respeatiw
terms.
Propatiea. Except as conternpleted by this Agreement or as pro+ sully dhclosed in Borrower's NnanCiel eatemortts or (n writing to Lendx
arxf as accepted by Lender, end except for property ax lions for loxes not presently due and payable, Borrower owns and has goad title to
aN of Borcowar's propertlos tree and clear of ail Security Interest ;, and hoe not executed sny security documertta or financing statements
rotating to ewch properttos. All of Borrower's properties ors tided in Borrower's legal name, and Borrower has not used or filed a fFnaneinp
satement under any other name for et teaat the Last five {5} years
Flazardow Substances. Except as disclosed to and acknowiedgec by Lander in writing, Borrows represents and warrants that: (I } Outing
the period of Borrower's ownership of the CoUataral, there hsa bi n no use, generation, menufaettue, atorape, treatment, disposal, rNsase
or threatened release of any Hazardous Sutwtance by sny parse on, under, about or from arty of the Collateral. 12) Borrower has no
knowledge of, or roaaon to bellow that there has boon (a} any t •eaeh or violation of any Environmentet Laws; (b) any use, generation,
menutacture, storage, treatment: disposal, rolesse or threatens release of any Hazardous Substance an, under, about or from the
CoUatenl by any prior owners ar occupants of arty of rho CoNstart ; or {cl arty actual or tfueaamd IRigation or claims of arty kind by any
person rolatirsg to such matters. (3f Nehtrar Borrower nor any tr rant, contractor, agent or other authorized user of any of the Coliaawi
BUSINESS LOAN AGREEMENT
(Continued)
Page 2
shell usv, gerterste. ntanufscturo, storo, treat, dlaposo of or release any Hasardous Substance an, under, about or from eny of the
CoNatorai; and any wch aativiry shah be conducted in compliance with aq eppUcable federal, state, end kxrol Iswa, rogulatiorw, and
adirtancea, inckrd}rtp whhax Bmitstion rU Envirommental Uwe. Borrower euthorisas Lender end its agents to entu upon tFr CoNetetN to
make such inspections and testa as Lender may dam apprapriete to detentdne compliance of tM Collateral whh this ut'tiort o! the
Agreement Any lnapactions w msu made by Condor shill be st Borrower's expense and for Lender's purpttaa only and shag not be
oatstrwd to crests ar-y ruponsibUhy w IiabUhy on the pert of Lender to 8arrowsr or to any other person. The reprosentatlons and
wsrrenties eonnined herein are besad an Borrower's due dillganco in investigating the CoUatsral for ftezsrdous waste srrd liezardatts
Substances. Borrower hereby (i) releaus artd wshrea arty future claims against Lender for }ndtmniry or contributbn In the event
Borrower becomes liable for c}eanup at otMr coats under any such laws, end f2} agrees to irtderrrnfly, defend, and hold herrMess lertdsr
egaltuR eny end au claims, bssu, IlabUitiss, damages, penalties, and expenses which Lender may diiroctly or u~rectly auatapt or auffsr
ruching from a broth of thin eacNon of tM Agreement or as a aansequenca of eny use, garteradon, mgrxrfeeturo, storage, disptxtel,
roMau or threatened releau of a hazardous waste or aubstertce on the Colaterol. The provieians of this action of tM Agrewasnt,
inetudng tM obggat}on to Indemnify and daf~nd, shall wrvlve the payment of the Indebtedness and the tenninatlon, expkatlan or
set~taceion of this Agrument and shah not bs aNected by Lender's acquisition of any Interest in any of tM Cogmnl, whetMr by
foroctosure w otMrwise.
L}t}gstion and claims. No litigation, claim, invesNgetion, administrative proceeding w similar actron Iincludin9 those for unpaid taxoel
against Borrower la pending a threatened, ar-d rte other event hea occurrod which may mataReUy adversely affect Borrower's fktrerciel
condidon or properties, otMr than litigstion, claims, or other events, if any, that have been disclosed to end scknowledged by Lender in
writktg.
Taxes. To the best of Borrower's knowledge, ell of Borrower's tax returns and roporta that era or were required to be INed, have been
tUsd, and all taxes, ascessmertts acrd other governmental chergs: have been paid in full, except thoaa preasrrdy being ar to be contested by
Borrows in good faith in the ordinary course of business end for which adequate raaerves have bean provided,
Lien Priority. Lkdese aherwiae previously disclosed to Loader in writing, Borrower has not emend into or granted any 5scurfry
Agroenrents, or permitted the filing tx attachment of say Security Imerssta on or effecting any of tM CeNatent dksctly or indirectly
securing repayment of Borrower's Loen and Note, that would be prior ar that may in any way be superior to Lender's Security Interests and
rights in and to such Colsteral.
9Mdiag Effect. This Apnement. the Noto, ell Security Agroements (if snyl, and all Related Documents are binding upon the signers
thereof, as well ore upon their successors, represantetfws and assigns, and aro legally artfaceable in acaordanaa whh their roapectivo
terms.
AFRtiN1ATNE COVENAfITB. Borrower eavenents end sprees with Lender that, ao long as this Agrwmem remains to effect, Borrower will:
Notieu of Clalme and Litlgatlart. Promptly inform Lender In writing of (t } alt rr-atarlai adverse changes in Borrrnver'a finsnciel condhbn,
and (2) sU oxiedng and all thrutoned Utigation, alaims,.lnwsdgations, administrative proceedings or simile actions sNeodng Borrower or
arty (iuarontar which ctwkl materis8y effect the financial condtion of Borrower or the pnancial condition of any Guaru-tor.
Rnane4l Records. Maintain hs books and recocds !h accordance whh GAAP, sppl'red on a consistent basis, and permit Lender to examine
end ~udit'Borrower's books and records at all reasonebie times.
Ftnsrttial 3tatsmma. Famish Lender with the foNowing:
Tax Rearrna. As aeon as evellable, but M no event later than 15 days after the appllcabie fining data for the tax reporting period ended,
Fsderel and other governmental tax returns, prepared by a tax professional setfsfaotory to Candor.
All tinancid regatta required to ba provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent
basis, end certified by Borrower as being true and correct
Addttionai Mfomntioo. Furnish such addtdonat information end statements, es Lender msy request from time to time.
Inerxartee. Maintain tiro end other risk inawsnce, pubik NabNiry inWrance, and such other insurance as Lender msy require with respect to
BarraNer's properties end operations, }n form, amount, covetagoe and with btaursnce corttpaNu acceptable to Under. Borrower, upon
request of Lender, wiN deliver to Lender from time to tkrte the poAeles ar certfficstss of inaurar-Ce in Corm satisfactory fA Lander, inck+ding
sdpukikxta that coverages w81 not be earx:eNad or diminished wlthotrt at }east tfiuty f30} days prior wririen nolbe to Lender. Each
insurarxxt poNCy also aheN include en erxforsement providing that cowrsge in favor of Lender wiN not be lmpairod to my way 6y any act,
omission or default of Borrower or any other person. {n connection with all pdbles covering assets in which Lender holds or is offered a
aeaurhy ktterost for the Loans, Borrower will provide Larder whh such lender's Toss payable or other endorsemerrts as Lender may require.
itwramae Reports. Famish to Lender, upon ragout of Lander, reports on aech existing Insurance poUcy showing arx~ information as
tender may reeaortably request including without limitation the following: Il } the acme of tM inwror, (2) tM r~ks tnsursd; i3) tM
amormt of the pogoy; 14} tM properties irtaured; (6i the then current Property values on the basis of which bswrana has bun obtained,
and 1M mattrar of determinbtg those values; end 18> tits axp(radon date of the policy. In addhion, upon request of Lender (however not
men often than annueMy}, Borrower wgl Mw an independent sppratur satisfactory to Lender determine, es applk:sbte, the ectuN cash
value or replscernent cost of any Colatersl. Thor oast of such eppreisal shall be paid by Borrower,
Ouarontiea. Prior to disbursement o! artyr Loan proceeds, famish executed guaranties of the Loans in fever of Lander, executed by the
guerontoro named below, on Lertdar'e forms, and In the smounta end under file condMons sec forth In those guaranties.
Name of guarantors Anwunb
RuewN R. Naylor UnNmhed
ChristapMr C. Naylor Urrl6ttited
8oottC, Penwell ~ierfdtdtaB ~.t-wirt~2p
Subardbtation. Prior to disbursement of any Loan proceeds, deliver to Lender subordination agreamsnts on Lender's forms, executed by
8orrower'a crod'itora nemod below, subordinating ell of Borrower's kdsbtednass to such croditors, or such leaser emourus as may be
greed to by Leader M writing, and any security Interests in coUeterel securing that indebtodnesa to the Lonna and aocuMy imeraeta of
Candor.
Name of Credhor Total Amount of Debt
ENta Brokerage Services, ino. 3315,4ffo.OS
ENte Group, LLC s~,292.57
Other Agroemertts. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower
BUSINESS LOAN AGREEMENT
(Continued) Page 3
and any other pony end notify Lender imrtwdiately in writing of eny defauh in conractlon with any ether such agresmems.
Loan Proasds. Use ad Loan proceeds solely for Borrower's business operations, unless apecificelly consented to the contrary by lender in
wriWtg.
Taxes. Charges and Lints. Pay and discharge when due ail of its indabtedneas and obigatlona, including without dmitadon ell sssesaments,
taxes, govemmenul dargoe, levtss and liens, of wary kind artd nature, Imposed upon Borrower or its properties, income, a profits, prior
to the date on which penalties would attach, end au lawful claims that, If unpttd, might bocoma a lion or chxge upon any of Borrower's
properties, income, or profits. Provided however, Borrower will not be ragtrked to pay and dacharpe eny such esssewnent, tax, charge,
levy, den or ela)m ao bog ore {t) the legality of the ume shall be contested in good faith by appropriate proceedings, and (2) Borrower
atrsll have esteblislMd on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, Ian, or dsim
in eccorderree whh GAAP.
Perfonaartoe. Perform and comply, in a dmoly manner, whh ad forme, conditions, and provisions set forth in this Agreement. in rho Related
Dacumenns, end In NI otter ktttruments trod agreements between 8onower and Candor. Bortower shall notify Candor immediately in
wrhhtg of any defsuh In connection whh arry agroement,
Operedaa. Maintain executive end management personnel with substandsdy the same qualifications and axpartertce ore the presam
executive and manapsmsnt personnel; provide written notice to lender of eny change in executive and management personnel; conduct its
business aH~ire in s reaeonsbls and prudent mennor.
6tvironraenW Studles. Promptly conduct and compieto, at 8arrower's expense, e!i such investigatfans, studies, samplings and tesdrps as
may be requested by Lender or any governmental authority rotative to arty wbstanu, ar any waste or by-product of any substance defined
es toxic or a hazardous substance under applicable federal, state, or Ioesi law, rule, regulation, order or directive, at or affecting any
property w any facdiry owned, leased or used by Borrower.
Compdenee veldt t3ovemmeatst Reqrtiremenb. Comply with all laws, ordinances, end regulations, now or hereafter in affect, of alt
governmerml authorities appiicaWa to the conduct of Borrower's properties, busbresses and opersdons, and to the use or accupency of the
Codsterel, Including without llmhation, the Americans With Disabiddes Act. Borrower may contest in good faith any such law, ordrnsnce,
or rogulstion and wrdthold compdance during any prarxredxrg, including appropriate appeak, so long as eorrovwr has notHied Lander in
writirp prior to doing so and w long as, In t.ender'a sole opinion, LendePs interests in the CoNetaral aro oat jeopardized. Lender may
requlro Borrower to post adequate security or a surety bond, reasonably satietactory to Lender, to protect Lender's letterset.
Inepectlon. Permit empbyses or agents of Lender et arty reasonable dnre to inapsat eny and ad Coitatarel for the Loan or Lours and
Borrower's outer propanla and to examine or audh Borrower's books, atwowtts, and records and to make coples and tnemorende of
Borrower's books, accouma, and recoMs. If Borrower new or at any limo heroeher mainalns any roaords {'indudinp without limitation
tromputer genareted records and computer software programs for the ganerodon of such records) in die possession of a third party,
Borrower, upon nqueat of Lender. shall notify such party to permit Lsrtdor tree access to such records an ail rossonable drr-es and to
' provide Lender with copies of any records It may request, eN at Borrower's expense.
Envhortntental Compllanoe end Reports. Borrower shell comply in all respects with eny and all Environmental Laws; Trot Douse or portrait to
exist, as s roeult of en intamlortal or unintentional actlan or omission on Borrower's part or on the pan of any thiM perry,. on property
owned endive oct:uplsd by Borrower, arty emrironmsntal ecdvhY where damage may rasuh to rho envlronmsrrt, unless such errvfronmental
activity fa pursuant to and in oomplisnce with the conditions of a permit issued by the appropriate federal, state or local govsmmentel
authorities; shad furnish to Lender promptly and in any event within thirty I30) days a(tor receipt thereof a copy of any notice, summons,
Tien, citation, directive, letter or other communication from any govemmontaf agency or InsuumeMality concerning any imendonal or
unintentional action or omission on Borrower's part in connection wkh any environmental activity whether or not there is damage to the
environment srxl/or other nsturol rosources.
Addhiarai Asstuaneea. Melee, execute and deliver to Lender such promtsaorY nvtos, mortgages, deeds of trust, security agreements,
saeignrrartts, fatsncing statemerks, instrumems, documents and ether agreements as Lsndsr or its attorneys may reasonably inquest to
evidence and securo fire loess and to porfset ell Security Imerosts.
RECOVERY OF ADDITIONAL COSTS. If rho knposition of or any change in any law, rule, regulation or gufdedrta, or the interpretsdon or
aippdoedon of any thereof by any court or admlydstrative or govornmenal wthorhy pncludtng arry rpusct or pdicy not having die foroe of law)
shell hnpose, modify a make applicable any tactss eexcept federal, elate or local lercomo or francHse taxes imposed on Lortderl, reserve
requirsmems, capital adequacy requiromorta or offer obligations Which Would (AI increase the cost to Lender far exsartdir-g or msimsirring the
wedh ttt~des to which this Aprounent relates, ie) reduce the amounts peysbls m lender under thin Agreement or the Related Documents,
or 1C) reduce the rate of reArm on Lender's capital a a carreequenca of Gender's rttx9gadona with respect m the credit faxdddes to which this
Agroement relates, ties Burrower praes to pay Louder such additional amounts as wNl eomperoete Leader therefor, wthin five (53 days aher
Lender's writtatt demand for such payrtant, which dsrnand shed be accortrpaniad by an exploration of tucir iatpoehion or charge and a
celtxrfstkn m roesonabb dstaA of the adddonal amounts peyabb by Borrower, which explanation and caiculadons shad be condusive in ttte
abaertce of manifest error.
LENDMI'8 EXfsB11DtT1lRE5. N arty action w proceeding is comrrartced that would materially affect Lender's imerest in the Cognerel or if
eonovwr Falb to cotrply with any provision of this Agreemsm or eny Refatod Documents, including but not Iirttltax> to Borrower': tsihrre to
dischsrga or pay when due any asnourru Borrower Is required to dleoharge or pay under this Agreamem or any Rested Oooutr-etm, Lender on
Borrower's behaM may lbut ahMl not fxi obligated to) take any cation shot Lander tleetns approprlaa, incuding but oat dmhad to discharging or
paying ail taxes, liens, severity irrrerssts, enetsnbtences and other arsine, at any time levied or placed on arty Cdlaarsl and peyirtg ell toss for
lnavrtnp, melntafNrtg and proaerving arty Cogeterol. A6 such expenditures incurrod or paid by lender for such purposds will then bear huerest at
ttre rose charged under fife Note from tiro date incurted or paid by Lender to the dsu of repaymem by Borrower. All such expenses wlq become
e pen of the Indebtedness end, at Lender's option, will (A) b• payable on demand; {81 be added to rho bslarree of the Note and be
apportioned among era! be payable with eny inttallmertt payments to baaorr~ due during either i l) the term of arty appilaabk insurance padcy;
or 12) the remaining tarts of tht Note; or iC1 ba frosted ore a balloon payment which will be due and paysbls at the Note's maturity.
NEGATIVE COVENANTS. Borrower covenants end agreoa with fonder that while this Agreement is in effect, Borrower aha8 not, without the
prror written consent of Lander.
Indetttednsas and Liens. t1] Except for trade debt incurred in the normal courea of business and indebtedness to Lander corrtemplatad by
this Agreement, create, intxrr or assume indebtedness for borrowed money, lrrduding capital leases, 121 sad, trenefsr, mortgage, assign,
pNdga, lease, grant a seautry interest in, or eneumbsr any of 8orcowar's assets (except as albwed ore Permitted Liens), a i3) sell whh
recourse arty of Borrower's accounts, except to Lender.
Contlnulty of Operations. ill Engage In any business aetivhiee strbstandally diNerant than those in which Borrower is presently engaged,
[2i cease operatlons, dquidate, merge, transfer, acquire or conaolidets with any other smhy, ehenge its name, dissohro or transfer or sell
I
~ BUSINESS LOAN AGREEMENT
{ (Continued) Page 4
Collateral out of ohs ordinary course of business, or (31 make any distrlbutlon with respect to any capitol account, wfwther by roduction of
capital or otherwise.
Loans, AcqulalGorts and Gusrandea. l1) Loan, Invest in or advance money or assets to any other parson, enterprise or endty, 12)
purcfrass, croate or acqulro a^Y interest in any ether enterprise or emits, or t3) incur any obYpaLian as surety or guarantor other than in
the ordinary eourea of tnrsinsse.
Aproementa. Borrower will not outer into any agreement containing any previsions which would be vidstsd or breached by the
psrtormanw of Borrower's obligations under this Agroement or in connection herewith.
CEB>fAT10N OF ADVANCES. Ii Lender has msde any commitmerrt to make any Loan to 8orrowor, whether under this Agreement or under any
odor agreerttent, Candor ehaU have no obligation to make loan Advartcea or to disburse Lan proceeds if: (A) Borroww or sny Gwrsmor fs in
defauh under the terms Of Chia Agreemem or any of the Ralead Dacumenta ar •rry other eproement thst Borrower or any Guaromor has with
Lender, (B} Borrower or any tiuarontor dies, becomes Incompetent or becomes Insdwnt, 1'des a petition in bsnkwptcy or simUsr prooesdmga,
or is ad)udgsd s banknrpt; tC) thsro occurs a materhl adverse change In Bonowsr's financial condition, in tits fmanciel condition of any
Guarsmor, or in the value o1 any Collateral securing any loan; or (D) any tuarantor seeks, claims or otherwise attempts to Umh, modify or
revoke such Gusrsrttor's puaranry of the Loan or any otfter loan with Lender; or {E) Lender in good faith deems itself Insecure, even though no
Everrt of Oshuh shall hsvo occurred.
RIGHT OF BETOfrF. To the extent pemtitted by applicable law, Lender reserves a right of setoff in ail Borrower's aoooums whh Lander Iwltetfwr
checkmp, savings, or soma other account). This includes all aceouma Borrower herds joimiy with somaono also and aN accounts Borrows- may
open !n the itrurre. However, this dose trot Ntchlde any IRA or Keogh accaatta, or any trust accourts for which setoff wouM be prohibhs0 by
law. Borrower authorizes Lender, to the axtem psrmhtsd by appUcable law, to charge or setoff ell sums owing on the kxfebtsdrase apalnet any
and all such accounts, and, at lender's option, to admiMstrativey freeze all such accounts to allow Lender to protect Lender's r3tarpc and setoff
rights provided in this Paragraph.
DEFAULT. Os1wh wiA arxur if payment in full la rest made fmrnediately when due.
T~FECT OF AN EVENT OF DEFAULT. It any Event of Defauh shall occur, except where otherwise provided in this Agreement or the Related
Doctlraents, ell cammiuner-ts end vbligetions of Lender under this Agreement or the Related Ooetxnents ar any other ppr-eeesmmsnt immediatety wrlf
tenMneb (irtekr~rtp any obUpet)on to make further Loan Adwrx:aa or disbursemontsl, and, at Lender's option, ell Irxlsbadness lmmsdiatety wUl
bectum due and ptyab{s, eN widtovs notice of any kind to 8onowar, oxcapt that to the case of en Event of Oetauh of tM type described in the
•insaivenoy' subisetbn above, such acceleration shelf be automatic and not optional. In addhlon, Louder shah haw all tM rights and remedies
provided in the tielsted Doourrtanta ar awilable at law, m equity. or otherwise. Except as may be prohibited by spplleabro law, all of Lender's
r(ghn and rartodiss shall be eumufative and may bs sxsrcisod airtgularly or coneurrondy. Election by fonder to purees arty remedy alts)) net
exclude penult of arty other remedy, and an eloadon to make expenditures or to take action to perform an obligation o! Borrower or of any
Grorttat shall not aNect Lander'a right to declare a defauh and to exercise its rights and remedies.
MISCELLANEOUS PROVU310NS. The fdlowlnp misoellansous provisions are a part of this Agresmsm:
Amendments. This Agreement, together with arty Rsistad Documents, conadtutas the entire understanding end sgreemertt of the parties
u to rite maters set forth M this Agreement. No aheratbn of or amendment to this Agreement shall be affective unless given in wrfdng
and signed by the psrty or parties eougM to be charged or bound by the aheradon ar amendment.
Attorneys' lees; Fspenses. Borrower agrees to pay upon demertd sU of Lender's costa end expenses, inakrdinp Lerxfsr'a rossonable
sttortwya' tees and Lender's opal expenses, incurred in connection witfi the enfortxrrmnt o1 this Agrsemsrtt. Under may.. hire or pay
someone else to help enforce this Agreement, and Bonowet shall pay the caste and expenses of such anforcarnertt. Costs end expenses
irtChxla Lender's roasonabls attorneys' fees and legal expenses whether or not tttaro is a lawsuit, inehxfinp reaaonabls attorneys' fees and
~ experrws for bankrt~tcy proceedings )including efforts to modify or wcato arty automatic stay or InJunalon?, appeals, and any
anticipated post•judgment colioction services. Borrower also shed pay all court costs and such addhional fees as may be directed by rite
Court.
Caption Hsadbtgs. Caption headings in this Agreement are for comrenienca purpoaea only end are not to be used to interpret or define the
provisions of this Agreement.
Comsat to Loan Partloipa6art. Borrower agrees end consents to Lsndor'a sale or transfer, whether now or Teter, of one w mots
psrdcipation interests in the Losn to one or more purchasers, whether related ar urudated to Lander. Lends may provide, without arty
6nrltatfore wltatsosvar, to any one or mars purchasers, a potential purchssere, any information or knowledge Lender may hsvo about
Borrower or about arty otMr matter rolating to tits Loan, and Bonower herteby waives any rights to prNaey Borrower may hew whh respect
to such marten. Borrower sdditbnaBy waives sny and all notices of wk of pardoipation bttereste, so vwU es as notbss of any repurchase
of such pert~ipedon imerssa. Borrower also sgreoa that rho purchasers of any such perdeipation interests will bi araidorod ss the
absolute ovvrters of such Imerests In tM Coen and wUl hove all the rights grtmted under the participation agroemern or eprsemanis
goverMtq tits sale of such participation interests. Borrower further wahros all rights of offset or counterclaim that h may have now or later
apabtst Lsnda ar agaim! sny purchsser df atxdt a partieilwdon interost and unconditionally agrees that either Lander or such purthsser may
enforce Bonovwr'a obUgsdort under the Loan irtsspective of the failws or ineohroncy of any holder of sny interest in tla Lan, Borrower
frtrdrsr Arses that tM purchaser of anY such participstlon interests may enforce its Interoats irrsspecdve of any ponces) claims or
defenses thst Bonower may hew agslnet Lender.
ffovsming Law. This Aigsemsnt wdl be governed by federal law applicable to Lender and, to the exlent not preempted by lsdarai )env, the
bwa of the Commatwstdlh of Penneyfvania without regard to its conffteta of Jaw Provisions. Thb Aprsernant has been aeapted by Candor
bt the CammereMrnlfh of Penasylvanfa.
Choice of Venue. If there is a lawwit, 8onowo- agrees upon Lender's request to submh to the jurisdiction of the courts of Montgomery
Coemry, Camrnonweahh of Pennaylvenla.
No Waives by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
end slgmd by Lender. No delay or omission on the part of Lender in axerciainq any right shall operste es a waiver of such right or any
other right. A waiver by Larxfer of a provision of tiffs Agreement shall not prejudice or comdtule a wahrar of Lender's ripftt otherwise to
danend strict comppancs witJt that provision or any other provision of this Agreement. No prior waiver by Lander, nor any course of
doling between Larder end Borrower, or between Lsndsr end any Grar-tor, ahaN constitute a waiver of sny of Lender's rights or of any of
Borrower's or any tiremor'a obUgatione as to any future uansaadons. YYhenevsr the consent of Lender is required under this Agroemertt,
ttte prarit[ng of such cement by Lender in any instance shall not coratitute continuing consent to aubaequortt Matsnces where ouch consent
is required end in all sees such consent may be granted w withheld In the sde diseredon of tender.
Notkp. Unless otherwise provided by applicable law, any notice required to be given under this Agreement shall be given in writing, end
shalt be effecttvs when aatuaily delivered, when actually received by tebfacsimlle (unlessotherwiss squired by law), when depoahed with
BUSINESS LOAN AGREEMENT
(Continuer!? Page 5
a nationeily rocognized overnight courier, or, if mailed, when deposited In the UMtad States rnaN, ea tint clesa, rArtiffed a registered map
postage prepaid, directed to the addresses shown near tM bsglrsdrg of thin Agrearnent. Any pang ray d!ranps its address for notkes
under thb Agreement by giving formal written nodoe to tM other parties. ap.dfyfng that the purpose of the noetee is to chtrtge tt» party's
address. For notlw purposes, Borrower egress m keep Lender informed at all tfrttas of Borrower's current address. Unless otttsrwiss
provided by applcable Isw, n there h more dtsn one Borrower, any Holies given by Lender to any Borrower fa deemed to bs nadce given to
all Borrowea.
tiievenbt8ty. If s cowl of competent Jurisdiction finds any provision of thin Agrosmertt to be iNegsl, invalid, or unsntorpade as w any
dreumstance, list tindnp shN not rake the offendng providan Nlegal, irtvaNd, a unenfa+csstde as to arty other aNaturatanos. If feaalble,
the offending provisiat chap be aortsidarad modified sa that it beoomas legal, vsNd and anfacnbte. If the offending provblon cannot be so
modified, it sMli ba considered deleted from thta Agrsermsm. Unisss otMrwise requked by lew, the iNsgaNty, k-vsNditY, a unenfarcesbNky
o/ arty provision of this Agreement shell not etfeot the legsCny, veNdity or entaceabAhy of any other provision of this Agroemsnt.
Subaitllarias and Aff9lal~es of Borrower. To rho extent the context of any provialona of this Agreanurtt makes h appropriate, Including
vAthout Ikrtkatlon any represontsdan, warranty a covenant, the word "9arowsr" sa used in this Agroernent shall include all of Borrower's
at,t~aidiarles and affNiates. Notwithstanding the foregoing however, under no dreumataness shall this Agreement be construed to require
lsrtder to make any loan or other financial accommodation to any of Borrower's aubsidaries or affiliates.
Sucoasas and Assigns. AN covenants and agrsemants by or on behalf of Borrower contained in this Agroemem or any Related
Documarts shall bind Borrower's successors and assigns end shell inure to rho benefit of Lender and its successore and assigns. Borrower
shop not, however, ttavo the right to assign Borrower's rights under this Agreement or any interest ther~n, without the prior written
consent of Lender.
Survival of Raprownndons and Warrendea. Borrower understands and agrees that !n eMending Loan Advanoea, Lander is retying on all
apnsentatiorts, wammies, artd etxrertants rrtacle by Borrower in this Agreement a in arty cwtilioato or other instnrmerm deQwnd by
Borrower to Lender under this Agreement a the Related DocurnaMa. Borrower further sgrosa that regardless of any inveadgadon made by
Lender, ail such roprewntatiorts, wsrrandaa and covenams will survive the extension of loan Advances end deNvery to Under of the
Related Downtams, shsN be condnuing in naturo, shah be deemed made end related by Borrower at the time cash loan Advance is made,
and tttalt amain to foil force end effect undl such time ea Borrower's Indebtedness ahaN ba paid in full, or until this Agreement shall be
tsrminrr[ed In the manner provided above, whichever le the last to occur.
Time b of lfte issance. Time is of rho essence in the periamunca of dtis Agreement.
DEFiNfT10A18. The following capiufiud words and terms ahai! have the following moeninga when used in this Agreement. Unless spodfically
stated to the contrary, aB roferenoes to doper at+otrrms shall mean amounts in lewfui money of the United State of Amterba. Words and tarns
used in the singular shah incude the plural, and the plural shall include the singular, as the cattsxt may rsquhe. Words end terms not otherwiso
dofined in this Agreement shall hew the meanings attritxrted to such terms in the Uniform Commercial Code, Aocawtdng words end terms not
otharrvke defined In this Agroement shah have the meanings assigned to them in accordance with generoMy accepted eCOOUndng principles as in
effort an the date of dtis Agreemem:
Advance. The word 'Advance" means a disbursement of Loan funds made, or to be mado, to Borrower a on Borrower's behalf on a Ilne
of credit or muhiple advsnae heels under the terms end aondltiats of this Agreement.
Agreemartt. The word "Agroertwnt" Incans this Business Loan Agraemam, ere this Buslnsas Loan Agreoment may be amended or modified
from rims to time, together with all exhibits and schedules ettaahed to this BusL-ess Loan Agreement from dme to dmo.
Borrower. Tho word 'BarroweP means Elite Managing Ganerel Agency, LLC end includes ail co-signers and co-makers signing tfte Nota
end sN their suocesaora and aasignc.
Collateral. The word "Coileterd" means all property and assets granted as coUeterei ascurky for a Loen, wlathor mal or personal property,
whetlror granted direo$y or indirocdy, whether granted now or In the future, and whether granted in the form of a security irmereat,
mortgage. oolleterel moRgtige, dead of trust. esslgnmerrt, pledge, crop pledge, cttsttd mortgage, coNateral chattel mortgage, dtatlal trust,
!actor's ben, equipment trust, condidatal sate, trust receipt, lien, charge, Ilan a title retention contract, lease or catsignmsM intended as a
security dsvi«, a any other eeaurity or Nan Interest whanower, whether created by law, convect, a otharwiee,
Dehuk, The word "Default" means the Default set forth in this Agreement in the secdon rhled "Default.
Env4onmentM Lswe. The wads 'Emironmormal Uwe" mean any and all ante, federal end local statutes, regulations end ordGartcss
retatktg to tfte pcatecdai of human health err the environment, including without Iimitstlon the Comprehensive Etwironmentsl Response,
Compansadon, arxi Lisbr~ity Act of t980, ere amsrtded, 42 U.S.C. Sscdon 9601, a< seq, ("CERCIA"l. tfa Superfund Amsndmsnta and
ftesuthorizedon Act of 1988, Pub. L. No. 99-499 ("SARA'), the Hazardous MateNsis Transporndon Act, 49 U.S.C. Secton 1801, of seq.,
the Reeeuree Conaervadon and Recovery Act, 42 U.S.C, Section 8801, et seq., or other applicable state or federal laws, rube, or
regulations adopted pursuant thereto.
Evert Dt Dehult. Ths words "Event of Defeuh` mean any of the evorme of de(auk set forth in this Agreement in the dofault section of this
Agreemsrt.
GM1P, The word "GAAP" morns gestsragy accepted eccouMing prinolplee.
Grantor. The word 'Grsmar" mettna each and aN of the persona a entities grandng a Security Interest in any CoUeteral for the Loen,
including without limitation aH Barrowaa grandng such a 8eeurity IntsresG
Gueromnr. The word "Gusnma" means any guarantor, surety, or accommodation party of any or eN of the Loan.
Hazardous Substsmcea. The words 'Hazardous Subsnncea' mean materials that, bscaues of their quantity, eoncenvation or physical,
eltemical or tn}ecdaua charactorisdcs, may cause or pose a present or potential hazard to human heshh or the environment when
Impro~rty wed, tasted, etaad, disposed of, generated, msnutaotwod, transported or otherwlae handled. The wads 'Hazardous
Srrbatartaea' are used in their very broadest eertse end Include widwut Nmitation any and aN hazardous or toxic substmcae, matetlek a
waste as defined by a Itsted under the Environmennl laws. The tens "Hazardous Subsnnces' also includes, without Nmitetion, petroleum
and petrdeum byproducts or any tacdon thereof and asbestos.
Inde~tednass. The word 'Indebtednoss' means rho indabtednase evidenced by tfw Note a Related Documents, including aN principal end
irtaast topathor whh eN other indotmdnsas end costa and expenses for which Borrower la responsible under this Agreement or under any
of the petered Documents.
Lander. Ths wad "Lender" means Fox Chase Beak, its successors and assigns.
Loen. The word "Loan" means any and aN loans and financial accommodations from Louder to Borrower whether now w hereafter
BUSINESS LOAN AGREEMENT
(Continued)
Page 6
existing, and however evidenced, including without fimitatiort those Ioans and financial accommodadons drrscribed herein or described an
any exhibit or achadule attached to this Agroemant from time to time.
Note. Tho word "Note" moons the Note exeruted by Elite Managing Genoral Agency, LLC in the principal amount of 8600,000.00 dated
December 22, 2008, together with ail renewals af, oxrrrnsions of. madificatlons of, reRnancings of, consolidations of, and aubsritutiens for
the note or credit agreement.
Permitted Liens, The words "Permitted Uons" mean (11 Ciens and security intearsts securing Indebtedness otived by Borcowar to Lander,
f2) liens for taxes, assessments, or similar charges hither not yet duo or being cohtaatad in good faith; i3y liens of materialmen,
mechanfes, warehousemen, or earners, or other Uke liens arising in the ordinary cnursa of business and securfng obligations which are not
yet delinquent; (4) purchase money lions or purchase money security interosr3 upon or in any property acquired or paid by Borrower in the
ordinary course of busfnass to secure indobtedne.ss outstanding on the' data of this Agroemant or permitted to be incurred under the
paragraph of this Agrea[rtent titled "irtdebtodnesa and Liens"; (5) liens and saaurity interests which, as of the dote of this Agroemant,
have bean disclosed to and approved by the Lender fn writing; and (6) those lions and 5ocurhY interests which in the aggregate constitute
an immaterial and insignificant monetary Bmount with respect to the hat value of Sorrot~or's assets.
Related Documorits. Tlw words "Related Documents" mean alt promissory Wows, credit agreements, loan agreements, onvironmantai
agreements, guaranties, security agreements, mortgages, deeds of trust, sor:uriry deeds, collateral mortgages, and ell other instruments,
agreements and documents, whether now or hereaher existing, executed in connection with the Loan.
Socudty Agroemant. Tho words "Security Agreement" mean and include witheuc limitation any agreements, promisos, covenants,
arrangements, understandings ur other ogreements, whether crentad bylaw, contract, or otharvrise, evidencing, governing, ropresonting, or
creating a Security Interest.
Sacunty Interest. Tho words "Security Intorast" mean, without limitation, any and aH types ai collateral security, present and future,
vrhether in the form of a lien, chorgo, encumbrance, mortgsge, deed o[ trust, security dead, assignment, pfodge, crop pledge, chattel
mortgage, collararat chattel mortgage, chattel [rust, rector's rich, equipment trust, ocnditional sale, trust receipt, lion or lido retention
contract, Iease or consignment intended as a security device, or any other security or lion interest whatsoever whether created by law,
cantrect, or otherwise.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVIS[ONS OF THIS BUSINESS LOAN AGAEEMENT AND BORROWER AGREES TO
ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED DECEMBER 22, 2008.
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 LA.W,
BORROWER.
ANA ING GENERAL AGENCY, LLC
~~ {Seal(
usse R. Naylor, Manager of Elite Managing
Genoral.. gent , (L1LC~
ey: % tSaaU
colt Penwell, Manager I a Manag g
Gonerat Agency, LLC
LENDER:
8Y~ ~^+~" (Seal}
Christopher C, eybr, Manager f Elite Managing
Genoral Agency, LLC ,
FOX CHASE BANK
By: ..-':i'~ 7`~"' (Baal)
razed Signer
1AK[k ~P91."u0. ~.[,i OLOY LLr•. :"Y•t MMw'"[R14.1. ",.IWr, Ltit Nk:W1k„r.M .IA I+1lGtIGfR7itI.ICai.IC M~1:1 "k{'J
CHANGE 1N-TERMS AGREEMENT
BOrrOWer: Elite Managing General Agency, LLC
191 Sheree Boulevard
Exton, PA 19341
Lender: Fox Chase Bank
4390 DaviaviUe Road
Hatboro, PA 19040-2644
Principal Amount: 5650,000.00 Date of Agreement: February 23, 2009
DESCRIPTION OF EXISTING INDEBTEDNESS. A Line of Credit in the original principal amount of Five Hundred Thousand and no/100 Dollars
(5500,000.00) as evidenced by,that certain Promissory Note of even amount dated December 22, 2006 and executed by the Borrower in favor
of the Lender.
DESCRIPTION OF COLLATERAL. Alien on all business assets of the Borrower as evidenced by that certain Commercial Security Agreement
dated December 22, 2008 executed by the Borrower in favor of the Lender. .
DESCRIPTION OF CHANGE IN~TERMS. Effective the date of this Change In Terms Agreement, the principal amount of the within described Line
of Credit shall be increased to Six Hundred Fifty Thousand and no/100 Dollars (8650,000.00).
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all
agreements evidenced or securing the obligation(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing
in this Agreement will constitute a satisfaction of the obligationls). It is the intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation parties, unless a parry is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement betow, then ail persons sigrring below acknowledge that this Agreement is given conditionalfy, based on the
representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released
by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
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.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER
AGREES TO THE TERMS OF THE AGREEMENT.
CHANGE IN TERMS SIGNERS:
ELITE~NAG'NG GENERAL Y, LLC
BYE `~~'~ ^--. (Seal) By: Jlr+ ~ (Seal?
Russell R. Naylor, anager of EQte Managing Chriatophe C. Naylor, an r of I e Managing
Genera~gency, LLC ~ w _ General Agency, LLC
G ra Agency, LLC
X (Seaq
Russell R. Naylor
X ~,{i~ (Seaq
X (Seal)
Christopher aylor
Scdtf C. Penwell
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CHANGE IN TERMS AGREEMENT
Borrower: Elite Managing Generel Agency, LLC Lender: Fox Chase Bank
191 Shares Boulevard 4390 Davisville Road
Exton, PA 19341 Hatboro, PA 19040.2544
Principal Amount: X750,000.00 Date of Agreement: August 31, 2010
j DESCRIPTION OF EXISTING INDEBTEDNESS. A Line of Credit in the original principal amount of Five Hundred Thousand and no/100 Dollars
($500,000.00) as evidenced by that certain Promissory Note of even amount dated December 22, 2008 and executed by the Borrower in favor
of the Lender, which Promissory Note was increased to Six Hundred Fifty Thousand and no/100 Doliare by that certain Change In Terms
Agreement dated February 23, 2009 executed by the Borrower in favor of the Lender.
' DESCRIPTION OF COLLATERAL. Alien on all business assets of the Borrower as evidenced by that certain Commercial Security Agreement
dated December 22, 2008 executed by the Borrower in favor of the Lender.
DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Change In Tenns Agreement, the prindpal amount of the wthin described Line
of Credit shall be increased from Six Hundred Fifty Thousand and no/100 Dolars ($650,000.00) to Seven Hundred Fifty Thousand and no/100
Dolars ($750,000.00)
PROMISE TO PAY. Elite Managing General Agency, LLC ("Borcower'~ promises to pay to Fox Chase Bank ("Lander'), or order, in lawful money
of the United States of America, on demand, the p-incipal amount of Seven Hundred Fifty Thousand 8 00/100 Dollars ($750,000.00) or so
much as may be outstanding, together with interest on the unpaid outstanding prncpal balance of each advance. Interest shall be calculated
from the date of each advance urrtil repayment of each advance.
PAYMENT. Borrower will pay thts loan in fuA immediately upon Lenders demand..Bomower will pay regular monthly payments of all accrued
unpaid interest due as of each paymerrt date, beginning Odwber 1, 2010, with all subsequent Interest payments to be due on the same day.of
each month after that. Unless otherwise agreed or required by applicable law, payments will be applied firet 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 Lenders address shown above
or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The Interest rate on this loan is subject to diange from time to time based on changes in an independent Index
which is the the Prime Rate as pubtished from time to time in the Wail Street Journal (the "Index"). The Index is not necessarily the lowest rate
~ charged by Lender on its loans. If the ,Index becomes unavailable during the term of this loan, Lender may designate a substitute index after
notifying Borrower. Lender will tell Borrower the current Index•rete upon Borrowers request. The Interest rate change will not occur more
often than each day. Borrower understands that Lander may make loans based on other rates as well. The index currently is 3.250%-per
annum. tMer+ast on the unpaid princpal balance of this ban will be celculatsd as described in the "INTEREST CALCULATION METHOD"
paragraph using a rate of 1.000 percentage point over the Index, adjusted if necessary for any minimum and maximum rate limitations described
below, resulting in an initial refs of 5.000% par annum based on a year of 380 days. NOTICE: Under no dreumstances will the interest rete on
' this loan be less than 5.000% per annum or more than the maximum rate allowed by applicable law.
INTEREST CALCULATION METHOD. Interest on this loan rs computed on.a 365/360 basis; that is, by applying the retio of the interest rate owr
s year of 3tf0 days, multlpNed by the outstanding principal balance, muitipibd by the actual number of days the principal balance fs outstanding.
All ktHrast payable urxter this loan is computed using this method. This calculation method results In a~higher effective interest rate than the
numeric interest rate stated In the loan documents.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. F~ccept for the
foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. F~riy paymerKs will not, unless agreed
to by Lender in writing, relieve Borrower of Borrowers obligation to txxrtinue to make payments of ac«ved unpaid interest. Rather, early
paymerrts will reduce the prindpal balance due. 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 k without losing any of Lenders rights under this Agreement, and
Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, induding
any check or other payment instrument that indicates that the payment constitutes °paytnent 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: Fox Chase Bank, 4390 Davisvllle
Road Hatboro, PA 19040.2544.
LATE CHARGE. ff a reguNarly sd~eduled interest payment is 16 days or more late, Borrower wil! be d'rargad 5.000% of the unpaid portion of the
regularly scheduled payment or 525.00, whichever is greater. If Lender demands payment of this loan, and Borrower does not pay the loan in
full within 16 days after Lender's demand, Borrower also will be charged etthsr 5.000% of the unpaid portion of the sum of the unpaid principal
plus accrued unpaid IrKersat or $25.00, whichever is greater.
INTEREST AFTER DEFAULT. Upon default, induding failure to pay upon final maturity, the interest rete on this loan shall be increased by adding
an additional 5.000 percentage point margin ("DefauR Rate Margin"). The Default Rate Margin shall also apply to each succeeding Interest rate
diange that would have applied had there been no defauR. if judgment is entered in connection wfth this Agreement, interest will continue to
aaxue after the data of Judgment at the refs in effect at the time judgment is entered. However, in no event will the interest rate exceed the
maximum interest rate Iimltatlons under appliceble taw.
LENDER'S RIGHTS, Upon default, Lender may, after giving such notices as required by applicable law, dedare 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 H Borrower does not pay. Borrower will
pay Lander that amount. This indudes, subject to any limits under applicable law, Lenders reasonable attorneys' fees and Lenders legal
expenses, whether or not there is a lawsuft, induding reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modHy or vacate any automatic stay or injunction), and appeals. If not prohibked by applicable law, Borrower also will pay any court costs, in
additlon to all other sums provided by law.
GOVERNING LAW. This Agrwment will be gowned by federal law appgeabie to Lender and, to the extent not preempted by federal law, the
laws of the Commornrealth of Pennsylvania wthout regard to its conflicts of law provisions. This Agreement has been accepted by Lender in
the Commonwealth of Pennsylvania.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lenders request to submit to the jurisdiction of the courts of Montgomery
County, Commonwealth of Pennsylvania.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $30.00 if Borrower makes a payment on Borrowers loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
CHANGE IN TERMS AGREEMENT
(Continued) Page 2
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 arxount). This includes eii eccorrrrts Borrower hdds jointly with someone else and all accounts Borrower may
open in the futuro. However, this does not include any {RA or Keogh accounts, or any trust accounts for which setoff would be prohibited by
law. Bortower auU-orizes Lender, to Uie extent permitted by applicaf~e law, to charge or setoff all sums owing on the debt against any and all
such arxourrts, and, at Lender's option, to administratively freeze all such exounts to allow Lender to protect Lender's d,arge and setoff rights
provided in this paragraph.
LINE OF CREDIT. This Agreement evidences a revolving line of credit Advances under this Agreement may be requested either orally or in
writing by Borrower or by an authorized person. All oral requests shall be rronflnned in writing on the day of the request, on forms acceptable to
Lender. Ail wmmunicaUons, instructions, or d'uections by telephone or otherwise to Lender are to be directed to Lender's office shown above.
Borrower egress to be liable for all sums either. (A) advanced in accorclance with the instructions of an authorized person or (B) credited to
any'of Borrower's accourrts with Lender. The unpaid prindpal balance owing on this Agreement at any Ume may be evidenced by endorsemerrts
on this Agreement or by Lenders tntemal records, Including daily wmputer print-outs. Lender will have no ob8gation to advance funds under
this Agreement if: (A) Borrower kx any guarantor is in default under the terms.of this Agreement or any agreement that Borrower or any
~ guarantor has with Lender, induding any agreement made In connection with the signing of this Agreement; (B) Borrower or any guarantor
ceases ddng business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to Ilmit, modify or revoke such guarantor's
guarantee of this Agreement or any other k>an with Lender, (D) Borrower has appAed funds provided pursuant to this Agreement for purposes
other than those authorized by Lender, or (E) Lender in good faith believes itself insecure.
CONTINUING VALIDITY. Except as expressly changed by this ,Agreement, the terms of the original obligation or obligations, induding all
agreemerrts evidenced or securing the obligation(s), remain unchanged and In fuU force and effect.. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change In terms. Nothing
in this Agreement will constitute a satisfaeUon of the obligation(s). It is the inteMlon of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), induding accommodation parties; unless a party is expressly released by Lender in writing. Any maker or
endorser, induding accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given condftlonaliy, based on the
representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released
by it. This waiver applies not only to any initial extension, modfiaation or release, but also to all such subsequent actions.
SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives,
' successors, and assigns, and shall be enforceable by Lender and its sutxxissors and assigns.
MISCELLANEOUS PROVISIONS. This Agreement is payable on demand. The Inclusion of spec'rfic default provisions or rights of Lender shall not
preclude Lender's right to declare payment of this Agreement on Its demand. If any part of this Agreement cannot be enforced, this fact will not
affect the rest of the Agreement. Lsndar may delay or forgo enforcng any of Its rights or remedies under this Agreement without losing them.
Borrower and exiy other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand
for payment, and notice of dishonor. Upon any dtenge in the terms of this Agreement, and unless otherwise expressly stated in writing, no
party who signs this Agreemerrt, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. Alt such
parties agree that Lender may renew or extend (repeatedly and for any length of Ume) this loan or release any party or guarantor or ooilaterel; or
Impair, fall to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without
Uis consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone
other than the party with whom the modifx~tion is made. The obligations under this Agreement are joint and several. If any portbn of this
i Agreement is for any reason detem>ined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement.
CONFESSION OF JUDGMENT.' BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPFJiR AT ANY TIME
FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT
OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL 8E SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS
AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT
SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT.
BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EiTHER A REPRESENTATIVE OF LENDER SPECIFIGALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
CHANGE IN TERMS AGREEMENT
(COt1t111Ued) Page 3
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE
VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO. THE TERMS OF THE AGREEMENT.
THI3 AGREEMENT IS GNEN UNDER 8EAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
CHANGE IN TERMS SIGNERS:
ELITE
General
V ~Y~
AGENCY. LLC
BY: ~`~"~ Seal)
Christopher C. Naylor, Manager ite Managing
General Agency, LLC
~,~/
X Seal)
Christopher C. Naylor, Guarantor
General Aga LLC
X Seal)
Russell ylor, Guarantor
C~~ "t/\ Seal)
Scott C. Penwell, Guarantor ~-
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DISCLOSURE FOR CONFESSION OF JUDGMENT
Declarant: Elite Managing General Agency, LLC
'191 Sheree Boulevard
Exton, PA 19341
Lender: Fox Chase Bank
4390 DavisvUle Road
Hatboro, PA 19040-2544
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS ~3~ DAY OF ~~"j"~ (V(j-QO{ Zp~, q
PROMISSORY NOTE FOR 5650,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT.
A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT
LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAUL7 ON THE NOTE, WITHOUT ADVANCE NOTICE TO
DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING
THE NUTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING .TO CONTEST THE VALIDITY OF
ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON
BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO
ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING
JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST
DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS
LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EffHER ADVANCE NOTICE OR A HEARING, TO
EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING
DECLARANT'S PROPERTY, IN FULL OR~PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF
DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE
JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE
RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN
ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE.
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT:
INITIALS
1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
NOTE.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO
DECLARANT'S ATTENTION.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
ELITE MAN G GENERAL AGENCY LLC
BY~ ISeall
Russell R. Naylor, Manager of Elite Managing
General Ag y, LLC
BY~ ~ (Beall
stop er aylor, ana o to anaging
General Agency, LLC
~BY~ {Seal)
Scott C. Penw il, a ite Managing
General Agency, LLC
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DISCLOSURE FOR CONFESSION OF JUDGMENT
Borrower: Elite Managing General Agency, LLC Lender: Fox Chase Bank
191 Shares Boulevard 4390 Davisville Road
Exton, PA 19341 Hatboro, PA 1 9 040-2 544
'Declarant: Christopher C. Naylor
134 Powelton Avenue
Malvern, PA 19355
DISCLOSURE FOR CONFESSION OF JUDGMENT
~l t
1 AM EXECUTING, THIS ~! DAY OF ~u-~.L 20 ~ 0 , A GUARANTY FOR AN UNLIMITED AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOUt.D PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WRHOUT ADVANCE NOTICE TO ME AND WITHOUT
OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEINGFULLY AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, 1 AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE
RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO
LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN~THE CONFESSION OF JUDGMENT'PROVISION.
B. 1 FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO.ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS .LANGUAGE THAT WOULD
PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE .OR A HEARING, TO EXECUTE ON THE
JUDGMENT.BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE.SEIZING MY PROPERTY, IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS'TO ADVANCE NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, 1 AM KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WAMNG THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO .LENDER'S IMMEDIATELY .EXECUTING ON THE
JUDGMENT IN ANY MANNER PERMITTED.BY APPLICABLE.STATE AND FEDERAL LAW, WITHOUT GMNG ME ANY ADVANCE NOTICE.
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING .STATEMENTS ARE APPLICABI:E, BY INITIALING EACH
STATEMENT-THAT APPLIES, I REPRESENTTHAT:
INITIALS
1. I WAS REPRESENTED BY MY OWN INDEPENDENT.LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
2. A REPRESENTATNE OF LENDER .SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT- PROVISION IN'THE GUARANTY
'TO MY ATTENTION.
D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS.$10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED
AND SIGNED IT; AND THAT i'RECEIVED A COPY ATTHE TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS .DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
.EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
X ~ Seal)
Christopher C. Naylor, Guarantor
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DISCLOSURE FOR CONFESSION OF JUDGMENT
Borrower: Elke Managing General Agency, LLC lender: Fox Chase Bank
191 Shares Boulevard 4390 DavisvNle Rand
Exton, PA 19341 Hatboro, PA 19040-2544
Declarant: Russell R. Naylor
639 Church Road
Malvern, PA 79355
DISCLOSURE FOR CONFESSION OF JUDGMENT
I AM EXECUTING, THIS J I ~ DAY OF ~ '~~J ..20~, A GUARANTY FOR AN UNLIMITED AMOUNT.
A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISKN THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT
OFFERING ME AN OPPORTUNITY TO OFFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND'TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WANNG THESE
RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, ANO 1 EXPRESSLY AGREE AND CONSENT TO
LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
B. I FURTHER UNDERSTAND THAT IN ADDITION TO GNING LENDER THE RIGHT"TO ENTER.JUDGMENT AGAINST ME WrfHOUT ADVANCE
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT LENDER, AFTER ENTRY OF .JUDGMENT, AGAIN WITHOUT .EITFIER ADVANCE NOTICE OR A HEARING, 'TO .EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL
OR PARTU-L PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, :BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WANING THESE RIGHT'S, ANO I EXPRESSLY -AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON 'THE
JUDGMENT IN ANY'MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL.LAW, WITHOUT GNING ME ANY ADVANCE NOTICE.
C. -AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENT'S ARE APPLICABLE, BY INITIALING EACH
STATEMENTTHAT APPLIES, I REPRESENTTHAT:
INITIALS
9. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY
TO MY ATTENTION.
D. I CERTIFYTHAT MY ANNUAL INCOME:EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE'FILIED IN WHEN i INITIALED
AND SIGNED R; AND THAT 1 RECEIVED A COPY AT THE'TIME OF SIGNING.
THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS .DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
.EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
~..
X SaaQ
Russell R. Naylor, Guarantor
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DISCLOSURE FOR CONFESSION OF JUDGMENT
BOrroWef: Elite Managing General Agency, LLC Lender: Fox Chase Bank
191 Shares Bailevard 4390 Davlsvilk Road
Exton, PA 19341 Hatboro, PA 19040-2544
Declarant: scoff C. Penwell
400 Bear Dmre
Enola, PA 17025
DISCLOSURE FOR CONFESSION OF JUDGMENT `` ~~
5t ff d~
1 AM EXECUTING, THIS ~ ~ DAY OF 1~,~1.1.G~~j~ . 20 1 ~. A GUARANTY FOR AN i3Nk3NNgL'D'71;MOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A~ONFESSION OF'JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON 'THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WrrHOUT
OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN :EXECUTING THE GUARANTY, BEING FULLY AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, 1 AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAMNG THESE
RIGHTS, INCLUDING ANY RKilff TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND 1 .EXPRESSLY AGREE AND CONSENT TO
LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
B. I FURTHER UNDERSTANDTttAT IN ADDITION'TO GMNG LENDER"THE RIGHT TO ENTER .JUDGMENT AGAINST ME WITHOUT ADVANCE'
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EI'FHER'ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE
JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING•ON,TAKING POSSESSION OF OR OTHERWISE SE7TJNG MY PROPERTY, IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY,.BEMIG FULLY•AWARE OF MY RIGHTSTO'ADVANCE NOTICE
i4ND'A HEARING AFTER JUDGMENT (S-ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WAMNG 'THESE RIGHTS, AND 1 EXPRESSLY -AGREE AND CONSENT TO LENDER'S IMMEDIATELY 'EXECUTING ON THE
JUDGMENT IN ANY MANNER PFJ2MITTED'BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GNING ME ANY ADVANCE NOTICE.
C. AFTER HAVING 'READ AND 'DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING "EACH
STATEMENTTHAT APPLIES, I REPRESENT THAT:
INITIALS
1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL. IN CONNECTION WITH THE GUARANTY.
D r 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF .JUDGMENT PROVISKN IN THE GUARANTY
TO MY ATTENTION.
D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 510,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED
AND SIGNED IT; AND THAT I RECENED A COPY AT"THE TIME OF SIGNING.
THIS ~SCLOSURE tS GNEN UNDER SEAL ANO R IS INTENDED THAT TH15 .DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDINGTOJAW.
D LAfiANT:
)( Seal)
Scolt C. Penwell, Guaran or
uur na,.rrtip. w. esraoma ua• wbw rw.e,i aram.. ins. ,»r. »a. a W+a.mw. -n. nrwwaovKnoxle iwaa FlW - --
~~.
COMMERCIAL GUARANTY
Borrower: Elite Managing Gensrol Agency, LLC Lender: Fox Chase Bank
191 Sheree Boulevard 4390 Davicvipa Road
Exton, PA 19341 Hatboro, PA 19040-2644
GUararltor: Scott C. Penwell
400 Bear Drhro
._ __ Enola. PA 17025 _... _ _ . __
CONTINUING GUARANTEE 8F PAYMENT AND PERFORMANCE. For good end valuable consideration, Guarantor absolutely and uncondftionaily
guarerttees full and punctual payment and satisfaction of Guarantor's Share of the Indebtedness of Borrower to Lender, end the performance
and discharge of ail Borrower's obligations under the Nots end the Related DocumenW, Thia is a guaranty of payment end performance and not
of collection, so Lender can enforce tfils Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone
else obligated to pay the Indebtedness or against any coliataral 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 o} America, in
same-day funds, wthout set-off or deduction or counterclaim, and will otherwise perform Borcower's oblfgetiona under the Note and Related
Documents. Under this Guaranty, Guarantor's obligations are coritinuing.
INDEBTEDNESS. The word "Indebtedness" as used In this Guaranty means all of the principal amount outstanding from time to time end at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attomeys' fees, arising from any end all debts, liabiifties 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, deists, overdraft indebtedness, credit card. indebtedness, lease obligations, IlsbilJ$s4 end obligations under any interest rate
protection agreements or foreign currency exchange agreements or comrriadhy price protectbn agreements other obligations, and Aabtlfties of
Borrower, and any present or future judgmems against Borrower, future advances, loans or transactions that renew, extend, modify, refinance,
consolidate or substitute these debts, Ilabilitiea end obligations whether: voluntarily or involuntarily incurred;, due or to become due by their
terms or acceleration; absolute or contingent; liquidated or urtl'puideted; determined or undetermined; direct or indiroct; primary or secondary in
nature or arising from a guaranty or surety; secured or unsecured; jant 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 irensactions that may be vadabis for any reason (such as infancy, insanity, ultra vitas or otherwisel; and originated then
reduced or extinguished and then afterwards increased or reinstated.
If Lender presently holds one or moro guaranties, or hereafter receives ~ndditionel guaranties from Guarantor; Lertder'a rights under all guaranties
• shall be cumulative. This Guaranty shall not lunless specifically provided below to the convary) affect or invalidate any such other guaranties.
Guaramor's liability will ba Guaantor's aggregate liability under the terms of'this Guaranty and any such other unterminated guaranties.
GUARANTOR'S SHARE OF THE INDEBTEDNESS. Thor words "Guarantor's Share of the Indebtedness" as used In this Guaranty mean 10,000%
of the principal amount of the Indebtednssa that is outstanding from time to time and at any one•or more times, "Guarorrtor's Share of the
Indebtedness" also includes all accrued unpaid interest on the Indebtedness end ail collection costs, expenses and reasonable attorneys' fees
whether or not theta is a lawsuit, and If there is a lawsuh, any fees end costs for vial and appeals paid or incurred by Lender for the collection
of the Indebtedness, the realization on any collateral securing the indebtedness or any guaranty of the Indebtedness (including this Guaranty), or
the anioraement of this Guaranty.
Lender shall determine Guarantor's Share of the Indebtedness when Lender makes demand on Guarantor, After a determination, Guarantor's
Share of the indebtedness will only be reduced by sums actually paid by Guarantor under this Guaranty; but will not be reduced by sums from
any other source lneluding, but not limited to, sums realized from any collateral securing the Indebtedness or this Guaranty, or payments by
anyone outer than Guarantor, or reductions by operation of law, Judicial order or equitable principles. Lender has the sole and absolute
discretion to determine how sums shall be appliad•among guaranties of the indebtedness.
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.
CONTMUING 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 LENOHR, 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 PRAT OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO
BALANCE FROM TIME TO TIME.
DURATION OF GUARANTY. This Guaranty will take affect when received by Lender without the necessity of•any acceptance by Lander, or any
notice to Guarantor or to Borrower, and will continue kt fu0 force until all the Indebtedness incurred~or contracted before receipt by Lander of
any notice of revocation shall have been fully pad finally paid and sadsfled and all of Guarantor's other obi(getbrts urxler this Guaranty shall have
bean 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 Lander, by oartified mal, at Lender's address listed above or such other place ac Lender may designate in wridng.
Written revocation of this Guaranty wilt apply only to new Indsbtadness created after actual receipt by Lander 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, unliquldated, undetermined or not due and which later becomes abadute, liquidated, determined or due. For this
purpose and without Iimhatlan, "new indebtedness" does not include ail or part of the Indebtedness that is: incurred by Borrowx prior to
revocation; incurred under a commitment that became binding before revocation; any renewals, eMenaions, subathutiana, and modifioationa of
the Indsbtadness. Thla Guarerrty shall bind Guarantor's estate as to the Indebtedness created both before end 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
Iegai repreaentaUve 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 moro Guarantors shall not affect the liability of any remaining Guarantors under this
Guaranty. It is anticipated that fiuctuationa may occur in the aggregate amount of the tndsbtsdnesa covered by this Quaranty, and Guarantor
specifically acknowledges and agrees that reductions in file amount of the Indebtedness, even to zero dollars (50.00), 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
Guarantor's Share of the Indebtedness remains unpaid and even though the Guarantor's Share of the ktdebtedness.may from time to time be
zero dollars (50:001.
GUARANTOR'S AUTHORI2A710N TO LENDER. Guaranrtor authorizes Lander, either before or attar any revocation hereof, without notice or
demand and without lessening Guarantor's liability under [file Guaranty, from time to time: tAl prior to revocation as set forth above, to make
one or more additional secured or unsecured loans to Borcower, to lease equipment or other goods to Borrower, or otherwise to extend
. additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more tunes the time for payment
COMMERCIAL GUARANTY
(Continued) Page 2
or other terms of the Mdebtadneas or any part of the Indebtedness, including increases and decreases of the rata of interest on the
Indebtedness; extensions may bs repeated and may be for longer than the orig;nai loan term; (C) to take and hold aacurhy for the payment of
this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail a decide not to perfect, and release any such security, with
or without the aubat)tution of new wilaterol; (D) to reease, aubsNtuta, agree not to sue, or deal with any ono ar more of Borrower's sureties,
endorsers, or other guarantors on any terms or M any manner Lander may choose; (q to determine how, when and what, application of ___ . _ . __ ___ _
" " " "" payments end crsd'rta shell be made on the Indebtedness; IF) to apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudiclal sale permitted by the terms of the oontrolgng aeourhy agraemant or dead of trust, as (.ender in its discretion
may determine; (G) to sell, transfer, assign or grant perticipationa in all ar any part of the indebtedness; end (H) to assign or transfer this
Guaranty in whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guererttor represents and warrants to Lender that {AI no representations or
agreements of any kind have been made to Guarantor which would limb or qualify in any way the tertne of this Guaranty; (B) this Guaranty is
executed at Borrower's request and not at the request of Lander; IC) Guarantor has full power, right end authority io enter into this Guaranty;
(D) the provis(ons of this Guaranty do not conFlict with or result in a default under any agreement or other instrument binding upon Guarantor
and~do not resuh in a violation of any law, regulation, court decree or order applicable to Guarantor; (EJ Guarantor has not and will not, without
the prior written consent of Lender, sail, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of
Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor wHl provide to Lender financia! and credit information in form
acceptable to Lender, and all such financial information which currently has been, and all future financial Information which vaiH be provided to
Lender ie and will be true and correct in ail material respects and fairly present Guarantor's financial condition as of the dates the financial
information is provided; IG) no material adverse change has occurred in Guarantor's financial eondltiort since the date of the most recent
financial statements provided to Lender and no avertt has occurred whkh may materially adversely affect Guarantor's financial condition; (iii
no ihigatlan, claim,'Inveatigadon,'administrative prwaeding•oF similar action (including those.for unpaid taxes) against Guarantor is pariding or
threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established
adequate means of obtaining from Borrower on a continuing basis information regarding Borrows{'s financial condition. Guarantor agrees to
keep adequately informed from such means of any tacts,'evants, or circumstances which might in any way affect Guarantor's risks under this
Guaranty, and Guarantor further agrees that Lender shalt have no obligation to disclose to Guarantor any information or documents acquired by
Lender in the course of its relationship with Borrower.
GUARANTOR'S FlNANCIAL STATEMENTS. Guaramor agrees to furnish Lender with the following:
Tax Returns. As soon es available, but in no avant later than 16 days after the applicable filing date for the tax reporting period ended,
~ Federal and other governmerttal tax returns, prepared by a tax professional satisfactory to Lender.
Additional Requfremems. Personal Financial Statement of the Guarantor to be submitted to the Lender annually, no later than May 1st of
each year.
AH financial reports roquired to be provided under this Guaranty shall ba prepared in accordance with GAAP, appfled on a consistent basis, and
• certified by Guarantor es being true and correct.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to roquire Lender (A) to continue lending
money or to extend other audit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, Including notice of any
nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower,
• Lendor, any surety, endorser, or other guarantor In connection with the Indebtedness or in connection with the creation of r»w or additions)
Ioana or obligations; (C) to resort for payment or to proceed directly or at once sgainet any person, including Borrower or any other guarantor;
(D) to proceed.directiy against or exhaust any collateral held ~by Lendor from Borrower, any other guarantor, or any other person; IE) to give
notice of the terms, time, and place of any pubic or private sale of personal property aecurhy held by Lender from Borrower or to comply with
any other applicable provisions of the Uniform Commercial Code; (FI to pursue any other remedy within Lender's power; or (G) to commft any
act or omission of any kind, or at any time, wKh respect to any matter whatsoever.
Guarantor also waives any and afi tights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or
defenses arising by reason of IA) any "one action" or "anti~ieficfancy" law or any other law which may prevent Lender from bringing any
action, including a claim fa deficiency, against Guarantor, before or after Lender's commencemem or completion of any foreclosure action,
either jtidiciaily or by exercise of a power of sale; IB) any election of remedies by Lender which destroys or otherwise adversely affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including wthout limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Mdebtednees; (C! any disability or other defame of
Borrower, of any other guarantor, or of any other psracn, or by reason of the cessation of Borrower's liablihy from any oeuae whatsoever, other
than payment in fuN in legal tender, of the Indebtedness; ID) any right to claim discharge of the Indebtedness on the basis of unjustified
impelrrnant of any collateral for the Indebtedness; (E) any statute of Hmitationa, If at any time any action or sub brought by Lendor agaihst
Guareritor is commenced, them is outatanding Indebtedness whk:h is not barred by any applicable statute of iimitetions; or (F) any defenses
given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. ff paymem is made by Borrower.,
whether voluntarily or othervviae, or by any third party, on the Indebtedness ~d thereafter Lender is forced to remit the amount of that payment
to Borrower's trustee in bankruptcy or to any similar person under any federal a state bankruptcy law or law far the relief of debtors, the
indebtedness shall ba considered unpaid for the purpose of the enforcement of this Guaranty.
Guarantor further waives and agrees not to assert or claim at any lima any deduc8one to the amount guaranteed under this Guaranty for any
da'sn of setoff, countarcleim, caurrter demand, recoupmem or similar right, whether such claim, demand or right may be asserted by the
Borrower, the Guarantor, ar both.
GUARAN70R'3 UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers sat forth above is
made with Guarantor's full knowledge of its signifx:ance and consequences and that, under the circumstances, the waivers are reaaonabb and
not corttrary to public policy or law. if any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be
affective only to the extent permitted by law or public policy.
RIGHT OF SETOFF. To, the extern permitted by applkable law, lender reserves a rlgltt of setoff to ail Guarantor's accounts with Lender
(whether checking, savings, a same other account). This inchxfes all accounts Guarantor holds jointly with someone else and all aeoounts
Guarantor may open in the future. However, this does not include any 1RA or Keogh accounts, or any trust accounts for which setoff would be
prohibited by taw, Guarantor authorizes. Lendor, to the extant permitted by applicable law,,to hold these. funds if there is a default, and Lender
may apply the funds in those accounts to pay what Guarantor owes under the terms of this Guaranty.
SU80RDHVATiON OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter
created, shall be superior to any claim that Guarornor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly •subordinates any claim Guarantor may have against Borrowei, upon any account whauoevar, to any
claim that Lander may now or hereafter have against Borrower. In the avant of insdvency and consequent liquidation of the assets of Borrower,
through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to
COMMERCIAL GUARANTY
(Continued) Page 3
the payment of the claims of both Lender end Guarantor shall be paid to Lender and shed be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which R may have or acquire against Borrower or against any saaignee or trustee in
bankruptcy of Borrower; providsd• however, that such assignment shell be effective only for the purpose of sasuring to Lender fait payment in
I legal tender of the fndebtadneas. if Lender so requests, anY notes or credit agraemerrts now or heroafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked whh a legend that the same are subject to this Guaranty end shall be delivered to Lender. Guarantor
"apreea, and Len er is hereby authdrized, in the name df Guarantor, from time to time to file financing statameMa and eontiriuation statements
and to execute documents and to take such other actions es Lendor deems necessary or appropriate to perfect, preserve end enforce its rights
under this Guaranty, ,
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaramy, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless g'nren in writing end
signed by the party or parties sought to be charged or bound by the alteration or amendment,
Attorneys' Fess; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable
attorneys' fees and Lender's Iegai expenses, Incurred In connection with the enforcement of this Guaranty. Lender may hire or pay
someone alas to help enforce this Guaranty, and Guarantor shalt pay the costa and ezpenaea of such enforcement. Costs and expenses
include Lender's reasonabb attorneys' fees end legal expenses whether or not there is a lawsuft, including reasonable attorneys' teas and
legal expenses for bankruptcy proceedings (including efforts to modHy or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services, Guarantor also shall pay all court costs end such additional fees as may be directed by the
court.
Caption Head'args. 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 appCca6la to Lender and, to the extent not praerepted by federal lava, the
laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.
Choice of Venue. if there is a lawsuit, Guarantor agrees upon Lender's request to submk to the jurisdiction of the courts of Montgomery
County, Commonwealth of Pennsylvania.
Integration. Guarantor further agrees that Guarantor has read and }ally understands the terms of this Guaranty; Guarantor has had the
opportunity to be advised by Guarantor's attorney wfth respect to this Guaranty; the Guaranty fully refleCta Guarantor's intentions and paroi
evidence is not required to interpret the terms of this Guaranty, Guarantor hereby indemn'rfies and holds Lender harmless from all losses,
claims, damages, end oosts (including Lender's attorneys' fees} suffered or incurred by Lander ea a result of any breach by Guarantor of the
warrentiea, representations and agresemsnte of th(a paragraph.
Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guerarrty In the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor"
respsotivaly shall mean ail and any one or more of them. The words "Guarantor,' "Borrower," and "Candor" include the heirs, auccesaors,
assigns, and transferees of each of them, it a court finds that any provision of this Guaranty is not valid or ahovid not 6e enforced, that
fact by ftseif wll! not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court wilt enforce the rest of the
provisions. of this Guaranty oven it a provision of this Guaranty may be found to be invalid or unanforceabls. If any one or more of
Borrower or Guarantor are corporations, partnerships, limited liabltity companies, or similar entities, ft is not necessary For Lender to Inquire
into the powers of Borrower or Guarentor or of the officers, d'irectora, partners, managers, or other agents acting or purporting to act on
their behalf, and any indebtedness made or created in retlance 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, shell be effective when actually delivered, when actually received by tebfacsim7e (unless
otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United
States mall, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginnkrg of this Guaremy.
Ail revocation notices by Guarantor shall, be in writing and shall be effective upon delivery to Lender es provided in the section of this
Guaranty entitled "DURATION OF GUARANTY." Any parry may change its address for notices under this Guaranty by giving formal written
notice to the other parties, apacifying 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 Lendor 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 unleec such waiver is given 'm writing end
signed by Lender. No delay or omission on the part of Lender in exercising any right shell operate as a waiver of such right or any other
right.. A waiver by Lender. of a provision o! this Guaranty shall not prejudice or conatftuts a waiver of Lander'a right otherwise to demand
strict compliance wfth that provision or any other provision of this Guaranty. No prior waiver by Lendor, nor any cause pf dealing between
Lender and Guarantor, shell constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions.
WF»nsver the consent of Lendor la required under this Guaranty, the grorrdng of such consent by Lander in any ktstanoe shall not constitute
continuing consent to subsequent instances where such consent w required and in all cases ouch consent may ba granted or withheld in
the sole discretion of Lender.
Successors and Asafgna. The terms of tHs Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal
reprotantatives, auccesaors, and assigns, and shell be enforceable by Lander and its suceessoro and assigns.
DEFINITIONS. The following capitatlzed words and terms shell have the following meanings when used in this Guaranty. Unbss specifically
stored to the contrnry, all references to dollar amouMS shall mean amounts in lawful money of the United States of America, Words end terms
used in the singular shell 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 atttibuted to such terms in the Uniform Commercial Coda:
Borrower. The word 'Borrower" means Elite Managing Genarel Agency, LLC and includes all co-signers and co-makers signing the Note
and ell their successors and eaaigns.
GAAP. The word. "GAAP" means generally accepted accounting principles. .
•Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Scott C. Penwell, and in each case,
any signer's successors and assigns.
Guarantor's Share of the Indebtedness. The words "Guarantor's Share of the Indebtedness" mean Guarantor's indebtedness to Lender as
COMMERCIAL GUARANTY
(Continued)
more particularly deserlbed in this Guaranty,
Guarenty. Tha word "Guaranty' means this guaranty from Guarantor to Lender.
Page 4
indebtedness. The word 'Indebtedness" means Borrower's indebtsdneas to Lender as more particulary described in this Guaranty.
_ Lsndsr. The word_"Lerxkr" means Fox Chase 8ank,_hs 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 lose obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consWidetlons
of end substitutions for promissory notes or credit agreements.
Related Documents. The worcls "Related Documents" mean ell promissory notes, credit agreements, loan agreements, ernlconmental
agreeine~rta, guarondea, secwity agraementa, mortgages, deeds of trust, security deeds, cdlaterai mortgages, end ail other instruments,
agreements and documents, whether now or hereafter existing, executed in connection whh the Indebtedness.
CONFESSKMI 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 pUE AND WITH OR WITHOUT COMPLAINT F1LE0, CONFESS OA ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE
CHARGES AND 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 (1096} OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (8500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IA~MEDIATELY; AND FOR SO DOING, THIS GUARANTY OR
A COPY OF THIS GUARANTY VERIFlED BY AFADAVI7 SHALL BE SUFFICIENT WARRANT. TFIE AUTHORITY GRANTED IN THIS GUARANTY
TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL
CONTINUE FROM TIME TO TIME ANO AT ALL TIMES UNTIL PAYMENT. IN 'FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY.
GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR' MAY HAVE TO NOT)CE.OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION .OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED 8Y INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OP THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY S EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED 1N THE MANNER SET FORTH
IN THE SECTION TTfl.ED "DURATION OF GUARANTY", NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 22, 2008.
THIS GUARANTY IS GIVEN UNDER SEAL AND CI' IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW:
GUARANT~-OR~~
colt sows
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA
! SS
COUNTY OF ~~~~ 1
On this, the `~-t day of ~~l , 20 ~, before me ~ j 5 SGT, N f ,
`7al r1E the unders~ned Notary Public, personally appeared Soatt C, Penwell, naw~ ye sta~ort i
proven) to be the person whose name is subscribed to the whhin instrument, and acknowledged that he or she executed the same for the
purposes therein contained. \
In witness whereof, 1 hereunto set my hand ial seal, \\
CipMIgO>bWEAL7'tt OAF,,., °~*IfdSYL'
NOTARIAL ScAL
A~lJS3A M. ZEIDERS, N Pubs
~~~ ~~14
~ Jv"~
Notary Public In and fo a State of ~(ia
P c,li~ era
WgMO WrM1,Vw.(AI000OS C11r.1WYM NwMiM,fw", MS. 1q7, 7001. M11141 Mr.N. .M 7:Mg1V/110IRµ1fAK n1.~17 w1.p
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CHANGE IN TERMS AGREEMENT
Borrower: Elite Managing General Agency, LLC Lender: Fox Chase Bank
181 Shares Boulevard 4380 Davisville Road
Exton, PA 19341 Hatboro, PA 19040 2544
Principal Amount: 5825,000.00 Date of Agreement: November 12, 2010
DESCRIPTION OF EXISTING INDEBTEDNESS. A Line of Credit in the original principal amount of Five Hundred Thousand and nolt00 Dollars
($500,000.00) as evidenced by that certain Promissory Note of even amount dated December 22, 2008 and executed by the Borrower in favor
of the Lender, which Promissory Note was increased to Six Hundred Fifty Thousand and no/100 Dollars by that certain Change In Tenns
Agreement dated February 23, 2009 executed by the Borrower in favor of the Lender and further increased to Seven Hundred Fifty Thousand
and no/100 Dollars ($750,000.00) by that certain Change In Tenns Agreement dated August 31, 2010 executed by the Borrower In favor of
the Lender .
DESCRIPTION OF COLLATERAL Alien on all business assets of the Borrower as evidenced by that certain Commercial Seaxity Agreement
dated December 22, 2008 executed by the Borrower in favor of the Lender.
DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Change In Terms Agreement, the principal amount of the wfthin described Line
of Credit shall be increased from Seven Hundred Filly Thousand and no/100 Dollars ($750,000.00) to Eight Hundred Twenty-Five and no/100
Dollars ($825,000.00)
PROMISE TO PAY. Elite Managing General Agency, LLC ("Borrower") promises to pay to Fox Chase Bank ("Lender"), or order, in lawful money
of the United States of America, on demand, the principal amount of tight Hundred Twenty-five Thousand & 001700 Dollars (5825,000.00} or
so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated
from the date of each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan in full Immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued
unpaid interest due as of each payment date, beginning December 1, 2010, with all subsequent interest payments to be due on the same day of
each month after that. 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 Lender`s address shown above
or at such other place as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index
which is the the Prime Rate as published from time to time in the Wail Street Journal (the "Index°). The Index is not necessarily the lowest rate
charged by Lender on Its loans. ff the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after
notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The Interest rate change will not occur more
often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index crurently is 3.250% per
annum. Interest on the unpaid principal balance of this loan will be calculated as described In the "INTEREST CALCULATION METHOD"
paragraph using a rate of 1.000 percentage point over the Index, adjusted ff necessary for any minimum and maximum rate IimitaUons described
below, resulting in an initial rate of 5.000% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on
this loan be less than 5.000% per annum or mare than the maximum rate allowed by applicable law.
INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by apptying 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. .
Ail interest payab~ under this loan is computed using this method. This calculation method results in a higher effective interest rate than the
numeric interest rate stated in the loan documents.
PREPAYMENT. Borrower agrees that ail loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty ail or a portion of the amount owed earlier then 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 of accrued unpaid interest. Rather,. early
payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", `without recourse", or
similar language. tF 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 comrnunicaflons 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 saflsfactlon of a disputed amount must be mailed or delivered to: Fox Chase Bank, 4390 Davisville.
Road Hatboro, PA 19040-2544.
LATE CHARGE. tf a regularly sdheduled interest payment is 16 days or more late, Borrower will be charged 5.000% of the unpaid portion of the
regularly scheduled payment or $25.00, whichever is greater. If Lender demands payment of this loan, and Borrower does not pay the loan in
full within 16 days after Lenders demand, Borrower also will be charged either 5.000% of the unpaid portion of the sum of the unpaid principal
plus accrued unpaid Interest or $25.00, whichever is greater.
INTEREST AFTER DEFAULT. Upon defauk, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding
an additional 5.000 percentage point margin ("Default Rate Margin'). The Default Rate Margin shall also apply to each succeeding interest rate
change that would have applied had there been no default. 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 will the interest rate exceed the
maximum interest rate limitations under applicable law.
LENDER'S RIGHTS, Upon defauk, Lender may, after giving such notices 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 'rf Borrower does not pay. Borrower will
pay Lender that amount. This includes, subject to any limits under applicable law, Lenders reasonable attorneys' fees and Lenders legal
expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in
additlon to all other sums provided by law.
GOVERNING LAW. This Agreement wtli be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This. Agreement has been accepted by Lender in
the Commonwealth of Pennsylvania.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lenders request to submit to the jurisdiction of the courts of Montgomery
County, Commonwealth of Pennsylvania.
:' ~
CHANGE IN TERMS AGREEMENT
(Continued) Page 2
DISHONORED ITEM FEE Borrower will pay a fee to Lender of 530.00 if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Borrower's accounts with Lender (whether
checking, savings, or some other account). This includes all accounts Borrower hdds jointly with someone else and all aabunts Borrower may
open In the future. However, this does not indude any IRA or Keogh axounts, or any trust accounts for which setoff would be prohibited by
law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and ati
such aaxwnts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lenders charge and setoff rights
provided in this paragraph.
LINE OF CREDIT. This Agreement evidences a revolving I'rne df credii. Advances under this Agreement may be requested either orally•or in
writing by Borrower or by an authorized person. All oral requests shall be confirmed in writing on the day of the request, on forms acceptable to
Lender. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above.
Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to
any oP Borrower's accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be evidenced by endorsements
on this Agreement or by Lender's Internal records, including daily computer print-outs. Lender will have no obligation to advance funds under
this Agreement If: {A) Borrower or any guarantor is in default under the terms of this Agreement of any agreement that Borrower or any
guarantor has with Lander, irx9uding any agreement made in connection with the signing of this Agreement; (B} Borrower or any guarantor
ceases doing business or is insolvent; (C) any guarantor seeks; claims or otherwise attempts to limit, modify or revoke such guarantor's
i guarantee of this Agreement or any other ban with Lender; (D) Borrower has applied funds provided pursuant to this Agreement for purposes
other than arose authorized by Lender, or (E) Lender In good faith believes itself insecure.
I CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all
agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does
not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing
in this Agreement will constitute a satisfaction of the .obligadon(s). It Is the Intention of Lender to retain as liable parties ail makers and
endorsers of the original obligation{s), including accommodation parties, unless a party Is expressly released by Lender in writing, Any maker or
endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation
does not sign this Agreement bebw, then all persons signing beknv edknowledge that this Agreement is given conditiorraliy, based on the
representation to Lender that the non-signing party consents to the changes and provisions of this Agreement a otherwise will not be released
by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
SUCCESSOR INTERESTS. The terns of this Agreement shall.be binding upon Borrower, and upon Borrower's heirs, persona( representatives,
successors, and assigns, and shall be enforceable by Lender and fts successors and assigns.
MISCELLANEOUS PROVISIONS. This Agreement is payable on demand. The indusbn of spedfic default provisions or rights of Lender shall not
preclude Lender's right to declare payment of this Agreement on its demand. If any part of this Agreement cannot be enforced, this fact wilt not
affect the rest of 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 aaowed by law, waive presentment, demand
for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no
party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shag be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of time) this ban or release any party or guarantor or collateral; or
impair, fall to realize upon or perfect Lenders security Interest in the collateral; and take any other action deemed necessary by Lender without
the kronsent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone
other than the party with whom the modification is made. 'The obligations. under this Agreement ere joint and several. If any portion of this
Agreement !s for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement.
CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR BORROWER AFTER, A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE
INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500)
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY.ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT
OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED 1N THIS
AGREEMENT 70 CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT
SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT !N FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT.
BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH
CONFESSION OF JUDGMENT AND STATES THAT'EITHER A REPRESENTATNE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF
JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
CHANGE IN TERMS AGREEMENT
(Continued)
Page 3
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE
VARUIBLE NJTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.
THIS AGREEMENT IS GIVEN UNDER SEAL AND R IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
GRANDE IN TERMS SIGNERS:
ELITE A 1 LING GENERAL AGENCY, LLC
BY• Seal)
I R. Naylor, Ma ger of Elfte Managing
General A enc , LC
ey: Seal)
Scott Penwell, Manager of a Managing
General Agency, LLC
X ~ (Seal)
Russell R. Naylor, Guara
X Seal)
Scott C. Penwell, uarontor
BY: " " Seal)
Christopher C. Naylor, Manager Elite Managing
General Agency, LLC
X °""` Seal)
Christopher C. Naylor, Guarantor
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DISCLOSURE FOR CONFESSION OF JUDGMENT
DBClarant: Elite Managing General Agency, LLC
19'1 Shen~e Boulevard
Exton, PA 19341
Lender: Fox Chase Bank
4390 Davisvitie Road
Hatboro, PA 19040-2544
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED 1S EXECUTING ON BEHALF OF DECLARANT, THIS ~ DAY OF /V'O /ef/Yl~ r , zo J o. A
PROMISSORY NOTE FOR 5825,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT.
A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT. WOULD PERMIT
LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO
DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING
THE NOTE, BEING FULLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF
ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, -THE UNDERSIGNED, . ON
BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAMNG THESE RIGHTS, INCLUDING ANY RIGHT TO
ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING
JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GNING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST
DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS
LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO
EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE BERING
DECLARANTS PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF
DECLARANTS RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE
JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WANING THESE
RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY. EXECUTING ON THE JUDGMENT IN
ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WRHOUT GIVING DECLARANT ANY ADVANCE NOTICE.
C. AFTER HAVING READ .AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH
STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT:
~j IN/ITI)ALS~
(/`~" '~' 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE
/ NOTE.
p A'~ 2. A REPRESENTATNE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO
DECLARANTS ATTENTION.
THIS DISCLOSURE IS GNEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT:
ELITE ING GENERAL AGENCY, LLC
Seat)
sell R. Naylor, Mana f Elite Managing
General Agency, LLC
BY:~~~ Seal)
Christopher C. Naylor, ager of Elite Managing
General Ag y, L C
BY~ Sea1)
Scott C. Penwell, M pager of Elite Managing
General Agency, LLC
uew rwo tw~sp. v.. asv,o.oa ceor. ~rrd wr~x ~arwr, wawa. m~a w wp~w ar,.a . vw swaameawnnwioc ne-m. nw .. .
DISCLOSURE FOR CONFESSION OF JUDGMENT
Borrower: Elite Managing General Agency; LLC Lender: Fox Chase Bank
191 Sheree Boulevard 4390 Davisvilk Road
Exton, PA 19341 Hatboro, PA 19040-2544
Declarant: swa c. Penweu
400 Bear Drfve
Enola, PA 17025
DISCLOSURE FOR CONFESSION OF JUDGMENT
I AM EXECUTING, THIS I~'f'-I DAY OF ~D /e/X6 ~ ~' , 20 ~ ~. A GUARANTY FOR AN UNLIMITED AMOUNT.
A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER
JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WRHOUT ADVANCE NOTICE TO ME AND WITHOUT
OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY:AWARE
OF MY RIGHTS TO ADVANCE NOTICE AND.TO A HEARING TO CONTEST THE VALIDITY OF ANY. JUDGMENT OR OTHER CLAIMS THAT
LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAMNG~THESE
RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO
LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION.
B. I FURTHER UNDERSTAND THAT IN ADDITION TO GNING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE
NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD
PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE .
JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEWNG MY PROPERTY, IN FULL
OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE
AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE
JUDGMENT IN ANY MANNER PERMUTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GMNG ME ANY ADVANCE NOTICE.
C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, 8Y INITIALING EACH
STATEMENT THAT APPLIES, I REPRESENT THAT:
INITIALS
1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY.
2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY
TO MY ATTENTION.
D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 510,000; THAT THE BLANKS IN~THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED
AND SIGNED IT; AND THAT I RECENED A COPY AT-THE TIME OF SIGNING.
THIS DISCLOSURE IS GNEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL. CONSTITUTE AND HAVE THE
EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.
DECLARANT: ~ ~ /~
X ~~~~~ ' `r Seal)
Scott C. Penwell, Guarantor
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jj~.~1--
U
SPECTOR GADON 8z ROSEN, P.C.
NEW JERSEY OFFICE:
ONE GREENTREE CENTRE
10000 LINCOLN DRIVE EAST
SUITE 201
MARLTON, NJ 08053.
[856] 778-8100
ATTORNEYS AT LAW
SEVEN PENN CENTER
1635 MARKET STREET
SEVENTH FLOOR
PHILADELPHIA, PENNSYLVANIA
[215] 241-8888
FAx:[215]241-8844
WWW.LAWSGR.COM
FLORIDA OFFICE:
360 CENTRAL AVENUE
SUITE 1550
19103 ST. PETERSBURG, FL 33701
[727] 896-4600
FAX: [727] 896-4604
NEW YORK OFFICE:
ONE PENN PLAZA
36'" FLOOR
NEW YORK, NY 10119
[212] 786-7394
E-MAIL
dgiles(cillawsgr.com
January 14, 2013
David M. Giles
DIRECT DIAL NUMBER
[215]241-8816
FIRST CLASS MAIL AND CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Elite Managing General Agency, LLC
191 Sheree Boulevard
Exton, PA 19341
Re: Notice of Demand for Payment under a Loan made on December 22, 2008 by
Fox Chase Bank, (the "Bank") to Elite Managing General Agency, LLC (the
"Borrower") in the amount of $825,000.00 (the "Loan") which is evidenced
by a Promissory Note dated December 22, 2008 in the amount of $500,000.00,
as amended by Change in Terms Agreements dated February 23, 2009 and
November 12, 2010 (hereinafter collectively referred to as the "Note") and a
Business Loan Agreement dated December 22, 2008 (the "Loan Agreement")
executed and delivered by Borrower to Bank
NOTICE OF DEMAND FOR PAYMENT
Ladies and Gentlemen:
Please be advised that this firm has been retained by the Bank to represent its interests
with respect to the Loan. The Bank is the payee under the Note and the holder of all of the loan
documents executed in connection therewith (hereinafter collectively referred to as the "Loan
Documents"). All of the obligations of the Borrower under the Loan Documents are absolutely,
irrevocably and unconditionally guaranteed by Russell R. Naylor, Christopher C. Naylor and
Scott C. Penwell (the "Guarantors") pursuant to the terms of Commercial Guaranty Agreements
dated December 22, 2008 (the "Guaranty Agreements"). The Loan, a demand facility is due and
payable upon demand and is secured by all business assets of Borrowers as evidenced by that
certain Commercial Security Agreement dated December 22, 2008 executed by Borrower in
favor of Bank.
The Note contains a provision requiring that Borrower "pay this Loan in full immediately
upon Lender's demand." The Lender hereby advises the Borrower and the Guarantors that the
Lender demands that the Loan be paid in full within 10 days from the date hereof.
As of January 9, 2013, a total of $826,604.12 is due and owing under the Note (not
including attorneys fees and costs), consisting of $825,000 in unpaid principal and $1,604.12 in
1528455_1. DOC
Spector Gadon & Rosen, P.C.
ATTORNEYS AT LAW
January 14, 2013
Page -2-
accrued but unpaid interest. As a result of the issuance of the Notice of Demand, in the event
that all of the amounts due under the Note are not paid within the 10 day period, interest shall
accrue at the Default Rate of Interest which is equal to the contractual rate of interest plus an
additional five percent (5.000 percent) point margin.
Moreover, please be advised that in the event all of the amounts due under the Note are
not paid in full with the 10 day period set forth above, the Bank intends to continue to utilize the
legal and equitable remedies available to it under the Note and the other Loan Documents against
you, and the Bank reserves the right to do so without further notice to you.
This Notice does not reflect all of the defaults and/or Events of Default that may have
occurred under the Note and any of the other Loan Documents. The Bank reserves any and all
rights that it may have in connection with any Notice and all such notices remain in full force
and effect. Finally, please be advised that the Borrower remains responsible for the payment of
any and all legal fees incurred by the Bank as a result of the Borrower and Guarantors failure to
pay the amounts due under the Loan Documents within the 10 day period set forth above.
If you have any questions or other concerns regarding this matter, please feel free to
contact the undersigned.
Very truly yours,
SPECTOR GADON & ROSEN, P.C.
DAVID M. GILES
DMG:cf
cc: Russell Naylor
Chris Naylor
Scott Penwell
SPECTOR GADON 8Z ROSEN, P.C_
NEW JERSEY OFFICE:
ONE GREENTREE CENTRE
10000 LINCOLN DRIVE EAST
SUITE 201
MARLTON, NJ 08053
[856] 778-8100
NEW YORK OFFICE:
ONE PENN PLAZA
36'" FLOOR
NEW YORK, NY 10119
(212}786-7394
E-MAIL
dgiles(o7lawsgr.com
January 29, 2013
FIRST CLASS MAIL AND CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Elite Managing General Agency, LLC
} 91 Sheree Boulevard
Exton, PA 19341
David M. Giles
DIRECT DIAL NUMBER
[215]241-8816
Re: Notice of Default and Acceleration under a Loan made on December 22, 2008
by Fox Chase Bank, (the "Bank") to Elite Managing General Agency, LLC
(the "Borrower") in the amount of $825,000.00 (the "Loan") which is
evidenced by a Promissory Note dated December 22, 2008 in the amount of
$500,000.00 as amended by Change In Terms Agreements dated February
23, 2009, August 31, 2010 and November 12, 2010 and a Business Loan
Agreement dated December 22, 2008 (the "Loan Agreement") executed and
delivered by Borrower to Bank
NOTICE OF DEFAULT AND ACCELERATION
Ladies and Gentlemen:
Please be advised that this firm has been retained by the Bank to represent its interests
with respect to the Loan. The Bank is the payee under the Note and the holder of all of the loan
documents executed in connection therewith (hereinafter collectively referred io as the "Loan
Documents"). All of the obligations of the Borrower under the Loan Documents are absolutely,
irrevocably and unconditionally guaranteed by Russell Naylor, Christopher C. Naylor and Scott
C. Penwell (the "Guarantors") pursuant to the terms of Commercial Guaranty Agreements dated
December 22, 2008 (the "Guaranty Agreements"). The Loan, a demand facility is due and
payable upon demand and is secured by alI business assets of Borrower as evidenced by that
certain Commercial Security Agreement dated December 22, 2008 executed by Borrower in
favor of Bank..
The Note contains a provision requiring that Borrower "pay this Loan in full immediately
upon Lender's demand." On January 14, 2013 the Lender provided the Borrower and the
Guarantors with a Notice of Demand (which remains in full force and effect) wherein the Lender
demanded that the Loan be paid in full within 10 days from January 14, 2013 and that if the Loan
was not paid in full, interest would accrue at the default rate of interest thereafter.
ATTORNEYS AT LAW
SEVEN PENN CENTER
1635 MARKET STREET
SEVENTH FLOOR
PHILADELPHIA, PENNSYLVANIA
[215} 241-8888
FAx: [215] 241-8844
WWW.LAWSGR.COM
FLORIDA OFFICE:
360 CENTRAL AVENUE
suITE 1550
19103 ST. PETERSBURG, FL 33701
[727J896-4600
FAX: [727}896-4604
1556227 1.DOC
Spector Gadon & Rosen, P.C.
ATTORNEYS AT LAW
January 29, 2013
Page -2-
The Loan Agreement provides that a "Default will occur if payment in full is not made
immediately when due." Despite the fact that the Lender provided the Borrower with 10 days to
make the payment, the Borrower failed to do so and has committed a Default or an Event of
Default under the Loan Documents.
As a result of the defaults and/or Events of Default set forth above, the Bank
hereby notifies the Borrower and the Guarantors that it has accelerated all principal, interest and
all other amounts due under the Note and the other Loan Documents. As of January 28, 2013, a
total of $828,781.15 is due and owing under the Note (not including attorneys fees and costs),
consisting of $825,000.00 in unpaid principal, $2,864.50 in accrued but unpaid interest at the
contractual rate of interest and $916.65 in accrued but unpaid interest at the default rate of
interest.
Please be advised that due to the occurrence of the above-described Default or Events of
Default, and the acceleration by Bank of all amounts due under the Note and the other Loan
Documents, the Bank intends to utilize the legal and equitable remedies available to it under the
Note and the other Loan Documents against you, and the Bank reserves the right to do so without
further notice to you. Please also be advised that interest shall continue to accrue at the default
rate which is equal to the contractual rate of interest plus an additional five percent (5.000
percent) until the Loan is paid in full (including the period following the entry of any judgment).
This Notice does not reflect all of the Defaults and/or Events of Default that may have
occurred under the Note and any of the other Loan Documents. The Bank reserves any and all
rights that it may have in connection with any such additional Defaults or Events of Default.
Finally, please be advised that the Borrower remains responsible for the payment of any and all
legal fees incurred by the Bank as a result of the Borrower's defaults.
If you have any questions or other concerns regarding this matter, please feel free to
contact the undersigned.
Very truly yours,
SPECTOR GADON & ROSEN, P.C.
DAVID M. GILES
DMG:cf
cc: Russell Naylor
Chris Naylor
Scott Penwell
1556227 1.DOC
~~.
~~~-
From: Jerry Holbrook
Sent: Friday, February O1, 2013 9:21 AM
To: 'Christopher C. Naylor'
Cc: Tim Spacek; John Haurin; Russell Naylor; dgiles@lawsgr.com
Subject: RE: pay-off of LOC from EMGA to FCB
As requested, here are the final payoffs. These now include legal fees. Please let me know if you have any
questions.
Jerry Holbrook
Fox Chase Bank
ph: 215-682-4107
www.foxchasebank.com
From: Christopher C. Naylor [mailto:cnaylorCa~ccnaylor.com]
Sent: Tuesday, January 29, 2013 4:48 PM
To: Jerry Holbrook
Cc: Tim Spacek; John Haurin; Russell Naylor
Subject: RE: pay-off of LOC from EMGA to FCB
Jerry,
The funds will be ready this Friday. I will have Tim execute a wire for the entire payoffs of the 2 lines of credit-
Monday at the latest. For exactness, please send me the updated payoffs this Friday morning. In the interim, can
you please furnish me with your/FCB standard payoff statement letter- release/termination of all liens,
guarantors, etc- to be immediately executed once FCB is in receipt of the appropriate funds.
Thanks,
Chris
Gv..2~1,.~~ C Xa.~[on-
FalconOne Ventures- CEO
Elite Companies
191 Sheree Blvd.
Exton, PA 19341
Office: 610-280-4315
Mobile: 610-322-0444
Fax: 610-280-4295
Email: cnaylor@ccnaylor.com
2/8/2013
Page 4 of` 5
Email Confidentiality Notice: The information contained in this transmission is confidential, proprietary or privileged and maybe subject to
protection under the law, including the Health Insurance Portability and Accountability Act (H/PAAJ. The message is intended for the sole
use of the individual or entity to whom it is addressed. If you are not the intended recipient, you are notified that any use, distribution or
copying of the message is strictly prohibited and may subject you to criminal or civil penalties. If you received this transmission in error,
please contact the sender immediately by replying to this email and delete the material from any computer.
From: Jerry Holbrook [mailto:JHolbrook@FoxChaseBank.com]
Sent: Tuesday, January 29, 2013 3:03 PM
To: Christopher C. Naylor
Cc: Tim Spacek; jhaurin@FoxChaseBank.com
Subject: FW: pay-off of LOC from EMGA to FCB
Chris:
As requested, attached are payoffs for the two lines of credit. Please let me know if you have any questions.
Jerry Holbrook
Fox Chase Bank
ph: 215-682-4107
www.foxchasebank.com
From: John Haurin
Sent: Tuesday, January 29, 2013 1:02 PM
To: Jerry Holbrook
Subject: FW: pay-off of LOC from EMGA to FCB
From: Christopher C. Naylor [mailto:cnaylor@ccnaylor.com]
Sent: Tuesday, January 29, 2013 12:19 PM
To: John Haurin
Cc: Tim Spacek
Subject: pay-off of LOC from EMGA to FCB
John,
Russ and I are preparing funds to pay-off the 900k LOC between EMGA and FCB. Please let Tim and I know the
exact amount that is due for payment. There is a 10 day quiet period and we are beyond that now; and, with no
regard from FCB to my reasonable request for this period to be extended to 60 days quite onerous). This has
been a good loan and having it called(demand) has caused me unnecessary stress as the CEO of EMGA.
I would like to know why the demand for this payment came to us with no courteous and professional warning
(heads up) from you, Jerry, FCB. Receiving the notice from my banker(and supposed friends) at my home was not
a tact I was prepared for and certainly not in concert with considerate professionalism and care. Simply, as un-
cool as it gets(not at all amicable).
Lastly, please accept my thanks and gratitude for providing my company(EMGA) with this line of credit; it was
instrumental in building the promising platform that exists today.
Regards,
2/8/2013
Page 5 of 5
Chris
' ~~ C Na~.[Q~.-
FalconOne Ventures- CEO
Elite Companies
191 Sheree Blvd.
Exton, PA 19341
Office: 610-280-4315
Mobile: 610-322-0444
Fax: 610-280-4295
Email: cnaylor@ccnaylor.com
Email Confidentiality Notice: The information contained in this transmission is confidential, proprietary or privileged and maybe subject to
protection under the law, including the Health Insurance Portability and Accountability Act (HIPAA). The message is intended for the sole
use of the individual or entity to whom it is addressed. !f you are not the intended recipient, you are notified that any use, distribution or
copying of the message is strictly prohibited and may subject you to criminal or civil penalties. If you received this transmission in error,
please contact the sender immediately by replying to this email and delete the material from any computer.
Fox Chase Bank
Established 1867
DISCLAIMER:
This email may contain confidential or privileged information. If you think you have received this e-mail
in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you.
Fox Chase Bank
Established 1867
DISCLAIMER:
This email may contain confidential or privileged information. If you think you have received this a-mail
in error, please advise the sender by reply e-mail and then delete this a-mail immediately. Thank you.
Fox Chase Bank
Established 1867
DISCLAIMER:
This email may contain confidential or privileged information. If you
think you have received this e-mail in error, please advise the sender
by reply e-mail and then delete this e-mail immediately. Thank you.
2/8/2013
/~.
1.
COMMERCIAL GUARANTY
(Continued) Page 4
more particularly described in this Guaranty.
Guaranty. The word "Guaranty' means this guaranty from Guarantor to Lander,
indebtedness. The word 'Indebtedness" means Borrower's indebtedness to Lender es more particularly described in this Guaranty.
_ Lender. The word_"Lender" means Fox Chase Bank,_hs successors and assigns, _ .._ __ _ _ .. _ . __
Note. The word 'Note" means and Includes without limitation all of Borrower's promissory noise and/or credit agreements evidencing
Borrower's loan obligations in favor of Lender, together with ell renewals of, eMensiona of, modifications of, refinancings of, consolidations
of end substitutions for promissory notes or credit agreements.
Related Documenns.• 7'he words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guerantks, security agreements, mortgages, deeds of inlet, security deeds, edlateral mortgagee, end etl other instruments,
agreemsrts and documents, whether now or hereafter existing, executed in connection whh the Indebtedness,
CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME
FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER
JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE
CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING •70 ANY COLLATERAL SECURING THE
INDEBTEDNESS; TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (1096) OF THE UNPAID
PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (85001
ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUT10NS MAY ISSUE IMMEDIATELY; AN.D FOR SO DOPNG, THIS GUARANTY OR
A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY
70 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
CONFESSON OF JUDGMENT AND STATES THAT EITHER •A REPRESENTATNE OF LENDER SPECIFICALLY CALLED THIS CONFESSION .OF
JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED 1N T'NE MANNER SET FORTH
IN THQ SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY
EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 22, 2008.
THIS GUARANTY IS GIVEN UNDER SEAL AND CC IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT
OF A SEALED INSTRUMENT ACCORDING TO LAW:
GUARANTOR:
X `~ Q~~'`~"'~./\ (Seal?
colt sows
INDIVIDUAL ACKNOWLEDGMENT
COMMONWEALTH OF PENNSYLVANIA )
(1~1 ~n i SS
COUNTY OF -}~ 1J n
On this, the j ~-1 day of l /~/t 20 ~, before me ~~ ( S s~ N t .
"7P3rlt? -~ .the undersigned Notary Public, personally appeared Soott C. Penwell, known to me or sat tactorily
proven) to be the person whose name is subscribed to the within lnatrumertt, and acknowledged that ho or she executed the same for the
purposes therein comained. ~~
In witness whereof, I hereunto set my hand sn ~flclat seal.
CAMpri~ByyEAL~ TH OF p°'?J[~SYL:N-
NOTARIAL SEAL
i~LISSA M. ZEIDERS, N Public
d F'9, D F~'11
Notary Public In and i e State of
P
WA MOtwMn/.Vw. R~li0.aos Gw.1WYM MwW ia4iw~, Me.1M7, 1001. Ap 1iMW M1wM. ./A I:M110fYRMN0.NA lC TIiT IR-Q
SPECTOR GADON & ROSEN, P.C.
By: David M. Giles (I.D. No. 27477)
1635 Market Street, 7th Floor
Philadelphia, PA 19103
Phone: (215) 241-8888
Fax: (215) 241-8844
Email: dgiles(a,lawsgr.com
t
1' i
- S_ E sL. t i 1?t ?
2013 FE 20 Al 9'
C11, I EI-IANID uW-Woy for Plaintiff
PE-w4SYLVANIA
FOX CHASE BANK
Plaintiff,
V.
SCOTT PENWELL
Defendant.
COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PA
NO. 2013-00681
PRAECIPE TO MARK JUDGMENT SATISFIED
TO THE PROTHONOTARY:
Kindly mark the judgment against Scott Penwell, in the above-captioned matter,
satisfied of record.
Respectfully submitted,
Dated: February 19, 2013
1568250-1
SPECTOR GADON & ROSEN, P.C.
By: ---7
David M. Giles, Esquire
Attorney for Plaintiff
CERTIFICATE OF SERVICE
I, David M. Giles, hereby certify that on this 19th day of February, 2013,1 caused a
true and correct copy of the foregoing to be served via email upon the following:
Robert W. Tomilson, Esquire
Cozen O'Connor
1900 Market Street
Philadelphia, PA 19103
David M. Giles, Esquire
1568250-1