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HomeMy WebLinkAbout13-0737CENTRIC BANK, N.A., Plaintiff WILLIAM C. KOLLAS and GERALD KENSINGER, Defendants :IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA i..~ cn: PRAECIPE TO TRANSFER AND ENTER JUDGMENT rn ~~ ~y r TO THE PROTHONOTARY'S OFFICE: ...~ ~ ~. Please transfer judgment based upon the docket entries and certification of judgment ~~.:' and enter judgment in favor of Centric Bank, Plaintiff, and against William. C. Kollas and Gerald Kensinger in the amount of $1,407,133.69 as of March 30, 2010 plus costs. Bybel Rutledge LLP ~~a ~~~ w r-~ cra .Renee Lieux Attorney I.D. No. 84906 Nicole Stezar Kaylor Attorney 1.D. No. 200182 Bybel Rutledge LLP 1017 Mumma Road, Suite 302 Lemoyne, PA 17043 Phone: (717) 731-1700 Fax: (717)731-8205 lieux(a~bybelrutled e.com DATED: ~-,( Q '~~ ~~.. ._. ~=- ~ 33.5o P D A~1 ~* ~p3(o/~FO~Io ~~ a8lo ~l(o No~he~ ti! a~ l ed ~1n ~~je court of ~oturrtort ~Cea~ of ~au~~jin ~ountp, ~enn~pCbania Centric Bank, N.A. VS. No. 2010-CV-03229-NT William C. Kollas and Gerald R. Kensinger CERTIFICATION OF DOCKET ENTRIES AND JUDGMENT I, the undersigned Prothonotary of the Court of Common Pleas of Dauphin County, Pennsylvania, do hereby certify that the attached is a full, true and correct copy of the docket entries in the above captioned case. I further certify that judgment was entered in favor of Plaintiff, Centric Bank, N.A. and against Defendant(s), William C. Kollas and Gerald R. Kensinger on March 30, 2010 in said case in the amount of $1,407,133.69 plus costs. ~fn ~e~timonp ~ljereof, I have hereunto set my hand and affixed the seal of the Court, on Monday, January 28, 2013. ~G/LIAtrOo __ Prothonotary Deputy Date: 1/28/2013 Time: 08:57 AM Page 1 of 5 Filed: Subtype: Comment: 3/30/2010 Notes Dauphin County Complete Case History Case: 2010-CV-03229-NT Centric Bankvs.William C Kollas, etal. Physical File: Y Appealed: Y Status History Pending 3/30/2010 Pending /Judgment 3/30/2010 Judge History Date Judge Reason for Removal 3/30/2010 No Judge, Administrative 12/2/2011 Lewis, Richard A. Administrative 6/5/2012 Coates, Bernard L Jr Current Payments Receipt Date Type Bybel Rutledge, LLP 289169 1/28/2013 Miscellaneous Exemplified Record 26.25 Law Offices of Markian R. Slobo 282394 9/20/2012 Civil Filing Purcell Krug & Haller 220463 3/30/2010 Civil Filing Slobodian, Markian R (attorney f 264990 11/30/2011 Civil Filing Total Miscellaneous Receipts Receipt Date 289169 1/28/2013 Plaintiff Name: Address: Phone: Employer: Litigant Type: Comment: Attorneys Haller, Leon P Lieux, L Renee Centric Bank Home: Exemplified Record Work: (Primary attorney) 26.25 Sum SSN: DOB: Sex: Send notices: Y Send Notices Send Notices User: LBECHTEL Amount 26.25 70.75 49.00 145.50 291.50 26.25 Date: 1/28/x013 Dauphin County Time: 08:57 AM Complete Case History Page 2 of 5 Case: 2010-CV-03229-NT Centric Bankvs.William C Kollas, etal. Defendant Name: Kollas, William C SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Haller, Leon P Send Notices Slobodian, Markian R (Primary attorney) Send Notices Defendant Name: Kensinger, Gerald R SSN: Address: DOB: Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Haller, Leon P (No longer on case) Do Not Send Notices Slobodian, Markian R (Primary attorney) Send Notices Register of Actions 3/30/2010 Plaintiff: Centric Bank Attorney of Record: No Judge, Leon P Haller New Civil Case Filed This Date. No Judge, Filing: Complaint with Confession of No Judge, Judgment Paid by: Purcell Krug & Haller Receipt number: 0220463 Dated: 3/30/2010 Amount: $49.00 (Check) For: Centric Bank (plaintiff) On Complaint filed Judgment in No Judge, favor of Plaintiff and against Defendant in the sum of One Million Four Hundred Seven Thousand One Hundred Thirty-Three and 69/100 Dollars ($1,407,133.69) by virtue of authority contained in the Warrant of Attorney filed dated November 1, 2007 payable SEE NOTE with interest, costs, etc. ---- for colt'n. Inquisition and Exemption Waived. Entered At 2:24 p. m. Stephen E. Farina, Prothonotary Copies to atty. Defendant: Kollas, William C Attorney of No Judge, Record: Leon P Haller Defendant: Kensinger, Gerald R Attorney No Judge, of Record: Leon P Haller User: LBECHTEL Date: 1/28/x013 _ Dauphin County Time: 08:57 AM Complete Case History Page 3 of 5 Case: 2010-CV-03229-NT Centric Bankvs.William C Kollas, etal. Register of Actions 5/3/2010 Stipulation to extend time for filing petition No Judge, to open and/or strike confessed judgment, filed Defendant: Kollas, William C Attorney of No Judge, Record: Markian R Slobodian Defendant: Kensinger, Gerald R Attorney No Judge, of Record: Markian R Slobodian 5/4/2010 Upon consideration of the Stipulation Evans, Scott A. between the Plaintiff and Defendants, Gerald L. and Lori A. Kensinger, to extend the time for filing a Petition to Open and/or Strike Confessed Judgment (the Stipulation") and the finging good for granting the Stipulation: IT IS HEREBY ORDERED THAT: 1. The Stipulation shall be and is hereby approved; and 2. The deadline for Defendants to file a Petition to Open and/or Strike Confessed Judgment is hereby extened to and including May 24, 2010. See ORDER fiked. copies Dist by Court 5/4/10 5/10/2010 Markian R Slobodian, Esq. enters No Judge, appearance on behalf of Defendants, William C. Kollas and Gerald L Kensinger. 6/22/2010 Second stipulation to extend time for filing No Judge, petition to open and/or strike confessed judgment, filed 6/24/2010 upon consideration of the Stipulation Curcillo, Deborah Essis between the Plaintiff and Defendants, William C. Kollas and Gerald R. Kensinger, to extend the time for filing a Petition to Open and/or Strike Confessed Judgment (the "Stipulation"), and finding good for granting the Stipulation: IT IS HEREBY ORDERED THAT: 1. The Stipulation shall be and is hereby approved; and 2. The Deadline for Defendants to file a Petition to Open and/or Strike Confessed Judgment is hereby extended generally during settlement negotiations between the parties pending ten day written notice from Plaintiff to Defendants and Defendants' counsel of reinstated filing deadline. See ORDER Filed. Copies Dist. by Courts. 11/18/2011 Bybel Rutledge by L Renee Lieux, Esq No Judge, and Nicole Stezar Kaylor, Esq enters appearance on behalf of Plaintiff: Centric Bank 11/30/2011 Filing: Petition Paid by: Slobodian, No Judge, Markian R (attorney for Kensinger, Gerald R) Receipt number: 0264990 Dated: 11/30/2011 Amount: $145.50 (Check) For: Kollas, William C (defendant) User: LBECHTEL Date: 1/28/2,013 Dauphin County Time: 08:57 AM Complete Case History Page 4 of 5 Case: 2010-CV-03229-NT Centric Bankvs.William C Kollas, etal. Register of Actions 11/30/2011 Petition of defendants, William C. Kollas No Judge, and Gerald R. Kensinger to strike or open confessed judgment, filed. 12/2/2011 Judge assigned to case. Lewis, Richard A. 12/15/2011 A Rule is hereby issued upon Plaintiff to show cause why Defendant's Petitian to Strike or Open Confessed Judgment, filed November 30, 2011, should not be granted. Rule returnable within fourteen (14) days of receipt. See ORDER, filed. Copies Dist. 12/16/11 12/22/2011 Plaintiffs Answer to Defendants' Petition to Strike or Open Confessed Judgment, filed 6/5/2012 Judge assigned to case. 7/10/2012 IT IS HEREBY ORDERED AND DECREED that the parties shall file briefs within thirty (30) days of the entrance of this Oder outlining their positions regarding the Petition of Defendants, William C. Kollas and Gerald R. Kensinger, to Strike or Open Confessed Judgment. ~ See ORDER, filed. Copies Dist. 07/10/12 8/9/2012 Brief of defendants William C. Kollas and Gerald R. Kensinger in support of petition to strike or open confessed judgment, filed. Brief in opposition to defendants' petition to strike or open confessed judgment, filed. 9/11/2012 Upon consideration of the Petition of Defendant's, William C. Kollas and Gerald R. Kensinger, to Strike or Open Confessed Judgment, Plaintiffs response thereto, and the briefs submitted by both parties, IT IS HEREBY ORDERED AND DECREED that the petition is DENIED. See Order filed copies dist by chambers. 9/11/12 9/20/2012 Filing: Appeal -Superior/Commonwealth Court Paid by: Law Offices of Markian R. Slobodian Receipt number: 0282394 Dated: 9/20/2012 Amount: $70.75 (Check) For: Kensinger, Gerald R (defendant) Notice of Appeal to Superior Court of Pennsylvania filed on behalf of defendants, William C. Kollas and Gerald R. Kensinger. Copy and Check No. 8261 mailed to Superior Court 09/20/12. Proof of Service of the Notice of Appeal, Docket Entries, Statement Regarding Lack of Transcript, and this Prrof of Service upon the Honorable Bernard L. Coates, Jr., Carolyn C. Thompson, Esquire District Court Attorney and L. Renee Lieux, Esquire, filed. Lewis, Richard A. Lewis, Richard A. Coates, Bernard L Jr Coates, Bernard L Jr No Judge, No Judge, Coates, Bernard L Jr No Judge, No Judge, No Judge, User: LBECHTEL Date: 1/28/013 Dauphin County Time: 08:57 AM Complete Case History Page 5 of 5 Case: 2010-CV-03229-NT Centric Bankvs.William C Kolla s, etal. Register of Actions 9/27/2012 In accordance with Pennsyvania Rule of Coates, Bernard L Jr Appellate Procedure 1925(b), the Appellant is hereby ORDERED to file of record, a statement detailing the matters complained of on appeal. This statement shall be filed within twenty-one (21) days after entry of this order. Appellant shall immediately serve the statement upon conusel for the Appellee. Appellant's failure to comply with this order may be considered by the appellate court as a waiver of all objections to the order, ruling, or other matter complained of. Pa.R.A.P. 1925(b). See Order filed copies dist by chambers. 9/27/12 10/18/2012 Defendants' Statement Pursuant to No Judge, Pennsylvania Rule of Appellate Procedures 1925(b) Detailing Matters Complained of on Appeal, filed. 11/19/2012 See OPINION pursuant to Pa.R.A.P. 1925, Coates, Bernard L Jr filed. Copies distributed 11/19/2012. 11/20/2012 Record Sent to the Superior Court of No Judge, Pennsylvania from the Prothonotary's Office. Appeal Papers mailed to: No Judge, Markian Roman Slobodian, Esquire L. Renee Lieux, Esquire 12/20/2012 The above appeal is hereby withdrawn and Coates, Bernard L Jr discontinued by order of Markian R. Slobodian, Attorney for Appellant. See Notice of Discontinuance of Action from the Superior Court of Pennsylvania filed December 27, 2012. 12/27/2012 Record Returned to the Prothonotary's Coates, Bernard L Jr Office from the Superior Court of Pennsylvania. 1/28/2013 Miscellaneous Payment: Exemplified Coates, Bernard L Jr Record Paid by: Bybel Rutledge, LLP Receipt number: 0289169 Dated: 1/28/2013 Amount: $26.25 (Check) Judgment Order date In Favor Of Disposition Judgment 03/30/2010 Plaintiff 03/30/2010 Open Judgment Comment: 1407133.69 Plaintiff: Centric Bank Defendant: Kensinger, Gerald R Kollas. William C 1 hereby certify that'fH'e'lbregoing is true and correct arpv ofLhe original User: LBECHTEL Prothonotary/Cler ou ~W~- d, ~ CENTRIC BANK, N.A. PLA iNTIFF IN THE COURT OF COMMON PLEAS . DAUPHIN COUNTY, PENNSYLVANIA vs. ~ d oto c~ 3~aq ~~ NO. CONFESSION OF JUDGMENT WILLIAM C. KOLLAS AND GERALD R. KENSINGER, DEFENDANTS 0 NOTICE PURSUANT TO 42 PA.C.S. 2737.1 ~ ,~~ ~ N ~~ .. Ca c---+ TO: ~ ~ 'I`' ~~ , ;~ .- C.• - , ; ~ William C. Kollas ~ c' ~; 850 Kiehl Drive ... :. ~- '. ~ ' , Lemoyne, PA 17043 N Gerald R. Kensinger . , rv ~ 4044 Avon Drive Harrisburg, PA 17112 NOTICE Pursuant to PA R.C.P. 236, you are hereby notified that jud~ent by confession has been entered against you in the above-captioned matter. , ,j ~~ .)~:•... ~~. I ' .~ PROTHONOTARY Dated: MAR 3 02014 JAN ~"~ ~a13 i hereby cerflfy that the foregoing is a true afld Ctii+i'oCt copy of the original fil8d. Prothonbtery CENTRIC BANK, N.A. IN THE COURT OF COMMON PLEAS PLAINTIFF DAUPHIN COUNTY, PENNSYLVANIA ~S. 3 aa~ ,~-t- No. 070IC~ C/ CONFESSION OF JUDGMENT ~.. ~~ WILLIAM C. KOLLAS AND u GERALD R. KENSINGER, `, DEFENDANTS ~ '~ '~ c~ NOTICE PURSUANT TO 42 PA.C.S. 2737.1 " `~ - - c. , --a ~_ Please take notice that the Plaintiff in this matter has entered judgment by ~ ~ !Y confession against you in the amount of $1,4U7,133.69. ~'' ~~'".. You are entitled to a petition to "strike" or "open" the judgment. In order to do so, you must promptly file a petition with the Court of Common Pleas of Dauphin County, Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civii Procedure. Any such petition can be filed with the Clerk or Prothonotary at the Courthouse in Harrisburg, Dauphin County. A petition is a formal statement of your basis for challenging the judgment. You must include the names of the parties at the top of the first page and the case number, which is shown above. The petition must state your reasons for challenging the judgment in separate numbered paragraphs. You have to sign the petition and include a sworn statement at the end of the document verifying that the facts you state in the petition are true and accurate. You wilt waive any defense and objections not included in your petition to strike or open. You must therefore make every effort to raise all possible issues and defenses in your petition to strike or open in order to avoid waiving any claims. If you elect to file a petition, you must meet the requirements of Rule 2959 of the Rules of Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to comply with local rules of civil procedure in effect in the county where the judgment was entered. If you do not file a petition challenging the judgment, the Plaintiff may take steps to collect on the judgment by asking the Sheriff to seize your assets. Accordingly, you should immediately seek the advice of an attorney, If you wish to discuss the matter with an attorney but do not know how to find one, you may request a referral by contacting the following agency: COURT ADMINISTRATOR DAUPHIN COUNTY COURTHOUSE FRONT & MARKET STREETS HARRISBURG, PA 1'1101 TELEPHONE {717) 780-6b24 j. , •c; Corporations may be unable to represent themselves in court. If the defendants include a corporation, the corporation must appear through an attorney if it intends to challenge the judgment. You may receive other papers and notices regarding the judgment. Those other papers do not negate or override this Notice. Likewise, this Notice is not intended to and does not negate any of the notices or information obtained in other papers that may be served upon you. We reiterate that you are required to act promptly if you wish to seek relief fiom the judgment. Under certain circumstances, you have only thirty (30) days in which to file a petition after papers are served on you. Even if the 30 day rule does not apply, you must act promptly in order to protect your interests. Failing to act in a timely manner will render you unable to challenge the judgment at a later time. If you were incorrectly idenll,~led and Judgment was entered against you in error, you may be entitled to collect costs and reasonable attorney's fees as determined by the Court. Date: 3 ~ > S~~ ~ v Le n P. Haller PA I.D. No. 15700 Purcell, Krug & Haller 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 Counsel for Centric Bank Role Z959.3trllcipg off or Opening Judgment. Plendines. Procedure. (axl) Ile}ief from judgment by aonfessiori shalt bo sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strs7oe off the judgment or to open judgment must be asserted is a single petition. The petition may be fled in the county in which the judgment was originally entered, in nay cowrty to which the judgment has base braasfarred or is airy other county le which the sheriff received n writ of execxrtion directed to the ahetf$tn e~'orto the judgmarn. {2) The ground that the waiver of the duo process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i} is support of a request for a stay of execution whero the recut bas not stayed e~cecatioa despite the timely filing of a petition for relief from the judgment and the pea of prima facie evidence of a dafieuse; and (u~ as provided by Rule 2958.3 or Rule 29733 (3) If written notice is sowed upon the petzboner pwsuaat to Mule 2956.1(cx2} or Rule 2973.1(c), the petition shall ba filed wilitva thirty days after such service. Unless thre defendant can demonstrate that them were compelling reasons far the delay, a petition not tlmaly Sled shall be denied. (b) If the petition states prima facie grounds Por rolief the court shall issue a rule to show cause and may gratrt a stay of pcocAedittgs. ARer being nerved wide a copy of the petition the plal~iff shall rile an answer an ar before the rptura day of the rata. The return day of the cola shalt be faced by the court by local rule ~ special order. (cj A party waives all defense and objections which aro not in the petition or answer. (d) 'lbe petition and tale to show cause and the ansover shall be served as provided in Role 440. (e) The court shall dispose of the role oa petition and answer, cad a~n say testimony, depositions, admissioaa sad admr ovidenee. Tho court for cause shovva may stay proceedir-gs on the petition insofar as it seep to upon the judgment pending deposition of the application to siri7ce off the judgment. Tf rho ovide~noe le produced which in a jury trial would require the Issues to be submitted to the jury the court shall open the judgment . (t) The lien of the judgment or of nay levy or sttaebmeut shall be preserved while the proceedings to str8ce off or open the judgment are pending. (g,)(1) A judgment shall not be striclmn ~ opened. bewrse of a creditor's failwe to provide a debtor with instructions imposed by an existing statute, if nay, ragardiag procodutoa to follow to atn7ce a jndgmont or regarding say rights available to as iacon~ectly identified debtor. (2) Subdivision (gxl) shall apply to (1) jndgrneritg ontarod prior to the eSoetivo date of subdivision (g) which have not been striokea or opened as of the effective data and (2) judgments enterod on or after the e~eetivb date. CENTRIC BANK, N.A. PLAINTIFF VS. WILLIAM C. KOLLAS AND GERALD R. KENSINGER, DEFENDANTS !N THE COURT OF COMMON PLEAS DAUPHIN COUNTY, PENNSYLVANIA . CONFESSION OF JUDGMENT NO. o~ol ~ C, / J ~~ / /V Notice Under Rulc 2958.1 Of Judement and Execution Thereon CONFESSED JUDGMENT ~I'o: William C. Kollas 850 Kiehl Drive Lemoyne, PA 17043 Gerald R. Kensinger 4044 Avon Drive Harrisburg, PA 171 12. ~~_ 'c, ~- -~- ., rr w ~-~ ~~ T+ c:: <_ - A w ..d N tv A judgment in the amount of $1,407,133.69 has been entered against you and in favor of the Plaintiff without prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The Sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this Notice is served on you. You may have legal rights to defeat the judgment or prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER 1'I-IE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. Dauphin County Lawyer Referral Service 213 North Front Street Harrisburg, PA 17101 Phone: 717-232-7536 Leon P, Haller PA I.D. # 15700 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 Attorney for Plaintiff t~ . ~~ .. ; ~,_ , rti,"'f. ~` ._, Leon P, Haller, Esquire PA I,D. No, 15700 l~;~ ~t~R 30 PM Z~ 25 Purcell, Krug & Haller 1719 North Front Street ~ r , ~ , , Harrisbur , PA 17102 ` " ``" ~ "' { ~" .; ~° ~ i Y ~ Pi=~'h~A (717) 234-4178 Iphaller r,pkh.com CENTRIC BANK, N.A. IN THE COURT OF COMMON PLEAS PLAINTIFF DAUPHIN COUNTY, PENNS`iILVANIA CONFESSION OF JUDGMENT WILLIAM C, KOLLAS AND GERALD R. KENSINGER, DEFENDANTS , CONFESSION OF JUDGMENT FOR MONEY Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, 1 appear for DEFENDANTS and confess judgment in favor of the Plaintiff and against the Defendants as follows: Principal balance: $1,267,048.15 Interest through 3/25/2010 $ 11,926.05 Late fees $ 262.07 Attorneys' fees (10% of Principal balance and interest, as authorized by the Note): $ 127.897.42 Total (as of March 25, 2010) $1,407,133.69 Respectfully submitted, PURCELL, KRUG & I- Dated: March Z5, 2010 I~r-fs. Haller PA I.D. 15700 ttorney for Plaintiff, Centric Bank 1719 North Front Street Harrisburg, PA 17102 (717} 234-4178 (717) 234-4178 r,"~t!' ,~ ~s.~' Leon P. Haller, Esquire ~ `"~'`i `` ~ `A PA I.D. No. 15700 Purcell, Krug & Haller Z(l3~ ~~~•~ :}~ ~H 2' ~5 1719 North Front Street Harrisburg, PA 17102 ,,; ~', l; r' 1 ~ i r 1 i~ t.1 ~ i'~ r Y (717) 234-4178 f' ~. hIP~ A Iphaller~pkh.com CENTRIC BANK, N.A. [N THE COURT OF COMMON PLEAS PLAINTIFF DAUPHIN COUNTY, PENNSYLVANIA VS. NO. o~s~ ~~ ~./ 3~ o~ ~ /~~ CONFESSION OF JUDGMENT WILLIAM C. KOLLAS AND GERALD R. KENSINGER, DEFENDANTS COMPLAINT IN CONFESSION OF .IUDGMENT FOR MONEY Plaintiff files this Complaint pursuant to PA R.C.P. 2951 (b) for,judgment by confession and in support thereof avers the following: 1. Plaintiff, Centric Bank, N.A. ("Plaintiff") is an independently owned community bank with a business address at 4320 Linglestown Road, Harrisburg, Pennsylvania 17112. 2. Defendant, William C. Kollas ("Defendant"} is an adult individual with a last known address of 850 Kiehl Drive, Lemoyne, PA 17043. 3. Defendant, Gerald R. Kensinger ("Defendant"} is an adult individual with a last known address of 4044 Avon Drive, Harrisburg, PA ] 7112. 4. Defendant Kollas executed and delivered to the Plaintiff a Commercial Guaranty dated November 1, 2007 {"Guaranty"), a true and correct copy of which is attached hereto as Exhibit "A". 5. Defendant Kensinger executed and delivered to the Plaintiff a Commercial Guaranty dated November 1, 2007 ("Guaranty"), a true and correct copy of which is attached hereto as Exhibit "B". 6. Defendant Kollas executed and delivered to the Plaintiff a Disclosure for Confession of Judgment, dated November 1, 2007, a true and correct copy of which is attached hereto as Exhibit "C". 7. Defendant Kensinger executed and delivered to the Plaintiff a Disclosure for Confession of Judgment, dated November 1, 2007, a true and correct copy of which is attached hereto as Exhibit "D". 8. Under the Guaranty, Defendants Kollas and Kensinger guaranteed to the Plaintiff the payment of all amounts due Plaintiff by Yorktown Funding, Inc. under the Promissory Note (No. 6189708) for a line of credit in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) made available by the Plaintiff to Yorktown Funding, Inc. on or about November 1, 2007. A true and correct copy of Promissory Note No. 6189708 is attached hereto as Exhibit "E". 9. The Defendants are in default of Defendants' obligations to make payment to the Plaintiff under the Guaranty. As a result of Defendants' defaults, all outstanding amounts as provided in the Note and the Guaranty are now due and payable in full. 10. Under the terms of the Note, due to Defendants' default, Plaintiff is also entitled to attorneys' fees equal to ten percent (10%) of the outstanding principal and interest. l 1. As a result of the default on the Note and under Defendants' Guaranty, the following amounts are now due to Plaintiff: Principal balance: $1,267,048.15 Interest through 3/25/2010 $ 1 1,926.05 Late fees $ 262.07 Attorneys' fees (10% of Principal balance and interest, as authorized by the Note): $ 127,897.42 Total (as of March 25, 2010) $1,407,133.69 12. The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 13. There has been no assignment of the Guaranty or the Note. 14. Judgment has not been entered on the Note or Guaranty in any jurisdiction. WHEREFORE, Plaintiff, CENTRIC BANK, N.A. demands judgment against Defendants Willilam C. Kollas and Gerald R. Kensinger in the amount of One Million Four Hundred Seven Thousand One Hundred Thirty-Three Dollars and 69/100 ($1,407,133.69) plus interest the rate provided in the Note through the date of payment, including on and after the date of entry of judgment on this Complaint, and for other expenses, fees and costs to which Plaintiff may be entitled. Respectfully submitted, PURCI;LL, KRUG & HALLER sy Leon P. Haller PA I.D. 15700 Attorney for Plaintiff, Centric Bank, N.A. 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 Dated: March 25, 2010 ,i [[) ZLilfl I~~~? 30 P1~ 2~ 25 CE1~ITRIC BANK, N.A; PLAINTIFF VS. , WILLIAM C. KOLLAS AND GERALD R. KENSINGER, DEFENDANTS F'E:hdhall 1N THE COURT OF COMMON PLLAS DAUPHIN COUNTY, PENNSYLVANIA CONFESSION OF JUDGMENT VLTtYIt'XCATION I, SHERI L. BROWN, do heroby stela, under penalty of 18 P.S. 4904 relating to unswom falsification to authorities, that l am an authorized raprosentatlvo of Plaintiff, Centric Banic, and am authorized to give this verifiaetion on its behalf, and that the averments set Earth in the foregoing Complaint are tnia and correct to the best of my knowledge, information and belief. CGNTRIG~BA~MC,~N.A.~ L~~ Sheri L. Brawn 5anior Vica President Dated: ~~2-s"1~--lD COMMERCIAL GUARANI Guarantor: William C. KoQae RBO K(ehf Drive Lemoyne, PA 17043 CONT(NUUVfl GUARANTEE OF PAYMENT AND PERFORMANCE. Far goad and valuable conalderatlon, Guarantor absolutely and unnondkionally guarantees fuU end punctual payment and aettefsctlon of the Indsbtadnesa of Harrower to Lander, and the performance and dlacharpe of eU Borrower's obligations under the Nate and the Related Doaumanta. This is a guaranty of payment and performance aril not of colkatlon, so Lender can enforce this Guaranty against C3uarantar even when Lender hea not exhausted Lender's remedies against anyone alas vbllgated to pay the Indebtedneea or against any collateral assuring the Ir-debtednase, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any psymanU to Lender or Ira order, an demand, In legal tender of the Unltsd 5tstas of America, in same-day funds, wkhaut eat-off or deduction ar aountarclalm, and wiA otherwise perform Borrower's obllgattone under the Nate and Related Documents. Under this Guaranty, Guerarttar's liability is urdlmited and Guarantor's obNgettons are cantinuing. INDEBTEDNESS. The word "Indabtadneae" a8 used in this Guaranty means all of the prEhalpal amount outstanding from time to time and at any one ar mote times, accrued unpaid Interest thereon end all oollaatlon costs end legal expenses related thereto permkted by law, reasonable attorneys' fees, arising from any end aU debts, Ilabilhiae and obUgatlons of every nature or form, now exiat-ng or hereafter arising or acquked, that Borrower Mdlvldually or aolleadvely ar bttarohsngeably whit othora, owes ar wUl owe Lender. "Indebtedness" includes, without Ilmftatfon, loans, advances, debts, overdraft indsbtadness, arsdit card (ndebtednaca, lease obligations, flsb111tlsa end oblipatlona under any interest rata proteoton agreements or foreign currency exahenga agreements or commodity pats protection agreements, other obllgatiana, and Ilabllitlea of Borrower, and any present or future Judgments against Borrower, future advanasa, loans or trar~otlons that renew, extend, modify, reflnanae, aonsalidata or aubstftute these debts, tlabtHtiee and obligattane whether: voluntarily or involurttarlly incurred; due or to become due by their terms or acceleretlon; abwlute or aontingant; Uquldatad or unliquidatad; determined ar undetermined; direst ar Indiraat; primary ar secondary !n nature ar aneing from a guaranty ar surety; secured ar unsecured; Joint or several or Joint and several; evidenced by a nagotiabla or non•negotfsbte irnstrument or writing; originated by Lander or another nr atherc; barred or unenforceable against Borrower for any rearon whatsoever; fcr any transactions that may be voidable for any reason {such as infancy, inaenky, ultra vlres or otherwlsel; and originated then reduasd or extinguished and then afterwards increased or relnetetad. If Candor presently holds one or more guaranties, or itareaRar rsooivsa addltlanal guaranties from Guarantor, Landar'a rights under eU guaranties ahaU be cumutstive. Thle Guaranty ehail not (unbss apsalNoally provided below to the contreryl affect or invalidate any sunk other guaranties. Guarantor's ({ability will he Guarantor's aggregate IlabiUty under the terms of this C3ueranty and any suoh other untermineted guaranties. CONTINUING GUARANTY. THIS 15 A "CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAF?ER ARISING OR ACRUIRED, ON AN OPEN AND CONTINUING BAtilli, ACCORDINGLY, ANY i'AYMENTts' MADE ON THE iNDEBTEONESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S DBLIGATIONS ANA LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY, This Guaranty will take effect when reserved by Lander wkhout the necessity of any saasptanae by Lender, or any Wallas to Guarantor or to Borrower, and will continue in full farce until all the Indabtadneae incurred or contrasted before receipt by Lender of any notice of tevoaatlon shall have been fully and Rnelly paid end eadsfled end all of Guarantor's other obllgatlons under this Guaranty shell have bean perfarrned In full. If Guarantor elects to revoke this Guaranty, Guerentar may only do so in wrhinp. Guarantor's wrktan notice of revocation must be maEisd to Lender, by certified mall, at Lender's address listed above or such other place as Lender may designate in wnttng. Wrkten revocatbn of thle Guaranty will apply only to new Indebtednear created after actual receipt by Lender of Guarantor's written revoaatton. For thle purpose and whhout 1lmkation, the term "new lndebtsdnsae" dose not inaludq the indebtedneae which at the lima of notice of revocation is aontinpertt, unliquldated, undetermined or not due and whksh later becomes absolute, liquidated, determined ar due, For this purpose and wkhout Ifmitation, "new Indebtedness" does not include all or part of the indebtedness that is: Incurred by Borrower prior to ravoaation; inaurrsd under a aammitmant that became binding befwa revoaetion; any renewals, axtenslons, aubsthutions, and modifiaatlons of the Indabtadneae. Thla Guaranty aheU bind Guarantor's natata ee to the lndabtednses created both before and after Guarantor's death or inaspacky, regardless of Lender's actual notice of Guarantor's death. Subfect to tfw faregoing, Guarantor's exsautor or adminlstretor or other legal repraeentative may terminate this Guaranty in the same manner In which Guarantor might have terminated h and with the same effaat. Release cf any other guarantor or termination of any other guaranty of the Indebtedness shall not effect the liability of Guararrtor under this Guaranty. A tevooetlon Lender raaelves from any one or more Guarentora shall not effect the Ilabiltty of any remaining Ouarantara under this Guaranty, IL b amioipsted that fluctuations may ooaur M the aggregate amaur-t of the (ndebtedneae covered by this Guaranty, dad Guarantor epeaMeapy eaknowledg® and agrees that reduatians In the amount of the Indebtedneee, even to sero dollars (40.00), ahaM not oonatitute a termination of this flusranty. This Guaranty is binding upon Guarantor ar-d Gusrantar'^ heirs, successors and assigns so long as any of the Mdebtedneea rematna unpaid and even though the fndebtednsas may from time to time be zero dollars (40.001. GUARANTOR'8 AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revoostian hereof, without notice or demand and wkhout lessening Ousrentor's Ilebltlty under this Guaranty, hom time tv time: IAi prior to revacatlon as sat forth above, to make one or mare eddklortal secured or unsecured loene to Barrawer, to Isae^ equipment or other goods to Borrower, ar otherwise to extend additinnni credit m Harrower, IRI to alter, aompromfse, renew, extend, accelerate, ar otherwise change one or more times the time for payment or other tsrme of the Indetrtedneea or arty part of she Indabtadneae, Innluding inoroasas and decreases of the rate of interest on the Indebtadnass; axtanalons may be repeated and may ba for longer than the anginal loan term; ICi to take and hold security for the payment of thte auarenty or the lndebtadness, end exahenga, enforce, waive, subordinate, fell or deckle nat to perfect, and release any euah sacurky, with or whhout the aubstltution of new collateral; (D- to release, substitute, agree not to sue, ar deal with any one or mare of Borrower's sureties, andorsere, or other guarantors on any terms or in any manner Lander may ahoasa; IE) to determine how, when and whet apptioation of payments end oredite shalt ba made on the Indebtedness; IFi to apply suoh soourlty and direst the order or manner of tale thereof, including whhout Ilmltatbn, any nonJudialal sale permitted by the terms of the oorrtrollirtg eecur)ty agreement ar deed of trust, as Lender In ks dlsoretlon F~hibit A Ba~rl'oWer: Yorktown Fundlrp. Inc. Lender: CENTRIC RAMC, N.A. 1104 Femwaod Avenue, suite 302 Harnsburg Offtce Camp HUI, PA 17017 Corporate Headquarters 3601 Vartsn Way Harrisburg, PA 17110 E7171 667-7727 r,. COMMERCIAL GUARANTY Loan Nv; $189708 (Continued) Pttge 2 may determine; Sal to sell, transfer, assign or grant pertlclpatfona in all or any part of the Indebtedness; and llil to aaalpn or transfer this Guaranty in whale or in pert. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor ropresents and warrants tc Lender that IA) no rapreaantatlons or agreements of any kind have been made to Guarantor which would limit or qualtfy In any way the terms of this Guaranty; (B} this Guaranty is executed at Borrower'a request end not at the request of Lander; iC) Guarantor has full power, right and autitorlty to enter Into this Guaranty; (D) the provisions of this Guaranty do not aonfliat whh or result In a defauh under any agreement or other instrument binding upon Guarantor and do not result in a vlolatlon of any taw, reguletlon, court decree or ardor applicable to Guersntor; iE1 Guarantor hea not end will not, without the prior written consent of Lender, esU, keae, eraign, enaumbar, hypotheaete, transfer, or otharwlre dispose of all or Bubatantlally ell of Guararrtw'o sssats, or any interest therein; !F} upon Lender's request, Guarantor wit) provide to Lender flnanalal end credit information in form acosptable to Lender, end all such flnanalal information whlah aurronUy hea bran, end all future financial information which wiN ba provided to Lender la end will be true end correct in al! material rsapeots and fairly prsaertt Guarantor's flnanalal canditbn as of the dates the financial information is provided; tGl no materiel adverse change has oaaurrsd in Guarantor's flnanalal aondhlon sines the date of the moat recant ftnnndal statements provided to Lender and no event has occurred which may materially adversely affaat Guarantor's finanatsl aonditian; (HI no Iitlgatlon, claim, invsatigetlon, edmfntetrative proceeding ar similar action tinaluding those for unpaid texas) against Guarantor le pending or threatened; 11} Lander has mods no rspresentetlan to Guarantor es to the creditworthiness of Borrower; end IJ) Guarantor has established adequate means of obtelninp from Borrowe- on s aontlnuing heals Information regarding Borrower's flnanalal oondttion. Guarantor agrees to keep sdaquetsly Informed from suah moans of any facts, events, or ciraumatanoss which might In any way affect Guarantor's risks under this Guaranty, and Guarantor further egrets that Lertder shall have no obUpatlan to diaclosa to Guarantor any information or documents acquired by Lender In the oourae of Ito relettonshlp with Borrower. GUARANTOR'S FINANCIAL STATEMENT5. Guarantor agrees to furnish Lender with the following: Tax Returns. As soon as avalla6lr, but In no avant later then sixty 180- deya after the appliaebta filing date for the tax reporting period ended, Fadaral end other govemmentel tax returns, prepared by a cerdfled public aacauntent antisfectory to Lender. Additional Requirements. Annual Personal Financial Statement. All financial reports required to be provided under this Guaranty shall be prepared In aoaordanca wlih GAAP, applied an a consistent basis, and oartifled by Guarantor as being true and correct. GUARANTOR'S WAIVF.Ft9, Except as prohibhad by applicable law, Guererttor wolves any right to requee Lander lA} to continua landing money of to extend other credit to Borrower; le) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness nr of any nonpayment related to any collateral, or notice of any cation or nonectlon on the part of Borrower, Lander, any surety, endorser, or other guarantor in connection with the Indebtedness ar to cartr-actlon with the creation of new or additfonel loans or obligations; lCi to resort for payment or to proceed dlraatiy or st once against any person, Inaluding Borrower ar any other guarantor; 101 to proceed directly against ar exhaust any collateral held by Lender from Borrower, any other guarantor, or any other parson; lE) to give Hallos of the terms, time, and place of any public or private sale of personal property security held by Lander from Borrower or to comply wi[h any other applioabla provisions of the Uniform Commeralel Coda; (F} to pursue any other remedy within Lender's power; or 1GI to commit any oat ar omiaeton of any kind, or et any time, with respect to any metier whatsoever. Guarantor also walvss any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or dstensea arising by reason of {A} any "one action" ar "anti-dafEoiartay" law or any other law which may prevent Lander from bringing any action, including a claim for deflalartoy, against Guarantor, before or after Lender's aommencament or aampletlon of any forealosura action, either judiaialiy or by exerataa of a power of sale; lB- any election of remedies by Lander which destroys or otherwise adversely affects Guarantor's subrogstlon rlphta or Guaranrtor's rights to proceed against 8orrnwer for rafmburesment, Inaluding without limltetlon, any loss of rights Guarantor may suffer by reason of any law limiting, quellfyinp, or dlaaherging the Indebtedness; SC) any dlaehilhy or other detanae of Borrower, of any other guarantor, or of any other person, or by reason of the aesaation of Borrower's I{abllky from any cause whatsoever, other then payment In full 1n legal tender, of the Indebtedness; lD) any right to alrim discharge of the Indabtedneea on the besla of unjuetiflad impairment of any eollaterol for the Indebtedneas; lE) any statute of 1lmitetlone, if at any time any acHan or suit tunught by Lender against Guarantor is commenced, there is autatandirtg Indebtsdneea which Is not barred by any appllaabla statute of Itmhatksns; ar lF'! any defenses given to guarantors at law or in equity other than actual payment artd performance of the Indebtedness. If payment is made by Borrower, whether vnluntarlty or otharwba, or by any th(rd party, on the Indabtedneae and thereafter Lender la forced to ramp the amount of that payment to eorrawar's trustee In bankruptcy or to any similar person under any federal or stela bankruptcy law ar law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty, Guarantor further wolves and egress not to assert ar claim at any tams arty deductions to the amount guaranteed under this Guaranty for any claim of setoff, countorolalm, counter demand, reaoupment ar similar right, whether such claim, demand nr right may ba easerted by the Borrower, the Guarantor, or bath. GUARANTOR'S UNOERSTANDIN{i WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its slgnifloanca and aonsequencea and that, under the circumstances, the walvara are reasonable and trot contrary to public policy w law. If any such waiver le determined to be contrary to any eppiiceble law or public policy, such waiver shall ba affective only to the extent permitted by law ar public policy. RIGHT OF SE`fOFF. To the extent permitted by egplloable law, Lander reserves a right of aetnff in all Guarantor's accounts with Lender (whether ahsaking, savings, or some other aacountl. This inaludea ell accounts Guarantor holds jotrrtiy with someone else and ell accounts Guersntor may open in the future. However, this does not include any IAA ar Keogh aoaounts, or any trust ecaounts far which astoff would be prohibltsd by law. Guarantor authorizas Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay whet Guarantor owes under the terrna of this Guaranty, SUBORDINATION OF BORROWER'S DEBTS TO t3UARAN70R. Guarerrtor sprees that the lttdabtsdnasa, whether now existing or hereafter created, shall be superior to any claim that GuarorAor may now have ar hereafter aaqulra against Borrower, whether or not Borrower beaames insolvent. Guarantor hereby exprnasly subordinates any alefm Guarantor may have against Borrower, upon any account whetsaavar, to any claim that Lender may now or hereafter have against earcowar. in the event of Insolvanay and oonesquent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary IlqukieUon, ar atherwisa, the assets of Harrower appiicebla to the payment of the claims of both Lender and Guarantor shall ba paid to Lender end obeli be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which n may have or acqulro against Borrower or against my assignee or trustee in bankruptcy of Borrower; provided ttowaver, that suah easlgnment shell be effect(vs only for the purpose of assuring to Lander fuU payment In lags! tender of the Indebtedness. tf Lender ao requests, any notes or credit sgraemsrrts now or hereafter avidancing any debts or obNgatlone of Harrower to Guarantor shall be marked wfth a legend that the same are aubjeat to this Guaranty and shall ba dalivared to Lender. Guarantor agrees, and Lander is hereby authorked, in the Hama of Quarentor, from time to time to file flnenaing atatemsnta end continuation statements and to exeauta documents and to take suah other actions as Lender deems necessary or appropriate to perfect, preserve and enforce 1te rights under this Guaranty. ... ? COMMERCIAL GUARANTY' Loan No: 0189708 {Continued} Page 3 MISCEI.LANEQUS PROVISIONS. The following miscellaneaua provisions ere a part of this Guaranty: Amendmsnta. This Guaranty, tapethar with any Related documents, oonstftutas the entire undarstanding and agreement of the parties as to the matters eat forth in this Guaranty. Nn slteretion of or ernandment to this Gueronty shall ba affective unless given in writing and signed by the party or pertiec sought to ba charged ar bound by the alteration or amendment. Attorneys' Feaa; Expenssa. Guarantor agrees to pay upon demand ail of Lander'e ooeta and expenses, fnaluding Lender's raasonabla attnrnays' fees and Lendsr'a legal expeneea, Invtxrad In cannsotian with the enforaemerrt of this Guaranty. !.ender may hire ar pay someone alas to help snforoe thEs Guaranty, and Guarantor shell pay the oasts and axpensea of such enforosment. Coate and cxpansae include lsnder'a reseonable attorneys' fees and iogal expenses whether or not there is a laweuh, Inoluding reaeonnble attorneys' ieae and legal expanses far bankruptcy proceedings 1lnduding efforts to modify or vacate any automatic stay or lnjunation), appeela, and any entidpetad past-Judgment oalleation e~vfaes, Guarantor also shall pay eq court coats and such additional fees es may be directed by the court. Caption kieadtngs, Caption headings in this Guaranty era For convenience purpoaea only and ere not to be used to interpret or define the provlslans of this Guaranty. Governing Law. Tlds Gu~sronty wIN be governed by faderei law appgcsble to Lander and, to the extant not preempted by faderai law, the laws of the Commonwadth at Pennayivenfa Without regard to its aonfllats of law provfefons. Choke of Verwa. !f there Is a lawsuit, Guarantor agrees upon Lender's request to submit tv the Juricd(ctlon of the courts of Dauphin Coumy, Commonwealth of t'snneylvenis. Integrrtion. Guarentar further agrees that Guarantor hea read and fully understands the terms of this Guaranty; Guarantor hoe had the opportunity to ba advised 6y Guarantor's attorney with respect to thfa Guaranty; the Guaranty fully raflecta Guarantor's Intentiana and petal evidence ie not required to interpret the terms of this Guaranty. Guarantor hereby indemnities and holds Lender harmless from efl lossaa, claims, damages, and aorta (inaluding Lender's attorneys' fees} suffered or Incurred by Lander ea a result of any breach by Guarantor of the warranties, repreaentatione and agreements of this paragraph. lnterpretatton. In sli cease where there la more than one Scrrower or Guaranwr, then all words used in this Guaranty In the aingulsr shall be deemed to have been used En the plural where the context end ovnstruvtivn so require; and where there is more than one Borrower named In this Ouerenty ar when this Guaranty Is executed by moro then one Guarantor, the wards "Borrower" and "Guarantor" raspeatfvely shall mash ell end any one or more of them. Tha words "Guarantor," "Borrower," and "Lender" include the heirs, suocessars, eeaigna, and treneferees of each of them. It a court finds that any provision of this Guaranty is not valid or should not bs enforced, that foot by ltcetf will not mean that the teat of thin Guaremy will not be valid or enforced. Tlxrrefora, s court will enforce the rest of the provlatons of this Guaranty even if a provisign of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor ors corporations, pcrtnerehlpe, limited debility companies, or elmifar entities, it fs not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the offlcare, dlreators, partnsra, managens, ar other egsnta eating or purporting to set an their behalf, and any indebtadnaee made ar created in reliance upon the professed axerciae of auah powers shall be guaranteed under this Guaranty. Nvtiaea. Unless otherwise prov(ded by appllaeWe law, any notice raqukad to be given under this Guaranty shall be given fn writing, and, except for revovatian notices by Guarantor, shall ba affective when actually delivered, when actually received by telafaceimile lunleae otherwise required by law-, when deposited with a nationally recognized av~rnight courier, ar, if maffed, when deposited In the United 5tatea mail, as ttrat class, centlffed or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocstivn nvtlcea by Guarantor efteli be in writing and shall ba affective upon delivery to Lender ae provided En the section at this Guerenty entitled "DURATION OF GUARANTY." Any parry may change ito eddresa far nottaes under this Guaranty by giving formal written notice to the other parties, epe~cifying that the purpose of the notice Is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at ell times of Guarantor's currant address. Unless otherwise provided by appNceble law, if there is mare then ens Guarantor, any notice given by Lander to any Guarantor is daerned to be notice given to all Guarantors. No Wetvee by lender. Lander shop not be deemed to have waived any rights under this Guaranty unless auah waiver Ia given in writing and signed bV Lender. No delay ar omission on the part of Lander In exerataing any right obeli apereri as a waiver of auah r~ht or any other right. A waiver by Lander of a provision of this Guaranty shell not prejudke or constitute a waiver of Landar's right otherwise to darnand strict compllarrca with that provbion or any other provlaion of ihla Guaranty. No prior waiver by Lender, nor any course of dealing 6atween Lander end Guarantor, shall conatltuts a waiver of any of Lender's rights or of any of Guarantor's obllgetione as tv any future transactions. Whenever the aonsant of Lander Is required under this Guaranty, the granting of auah consent by Lander in any instance obeli net constitute aoirtlnuing aonaent to subsequent inatanoas where auah aonaent Is required end in all cases ouch consent may be granted or withheld in the sole discretion of Lender. 9ucaessors end Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, peraonaf rspresentaUves, sucaassota, and assigns, and ahefl ba enforceable by Lender and tta suaceasors end assigns. CERTIFICATION AND AGRE611AENT FOR CDNTINUiNO PERFECTION AND COMPLIANCE. Whereas, the undersigned has apppad to CENTRIC BANK, N.A., itha "Bank"! for a certain loan andtar finandal eca~mmadetlons end Whereas, the Bank has agreed to make the aforesaid loan, but only upon the aondidons canta{ned in the Commitment Letter (hereinafter aelkd the "Coen Agreement"-, end Whereas the undersigned deamlel h in {thahl best intareat to obtain the aforesaif loan, Now therefore, in canelderaNon of these pramfssa end other goad and valuable aanstdaretlon, it la agreed as tallowa: 1) Tha undersigned will perform any and all steps raquoatvd by the Bank to: ia! create and maintain in the Bank's favor s veUd Ilan and asourity interact In the collateral to be pledged to Bank pursuant to the tarma of the Loan Agreement, including, but without pmitation, the execution, delivery, filing andior recording of promissory notes, guarantees, mortgagee, secur(ty agreements, flenanaing statements, condnuaUvn statements and the like, naaaaeary in the opinion of Bank's counsel to effectuate the terms of the loan Agreement, {b) execute and deliver any other documeMa neceaesry, in the opinion of the Bank's avuneal, to complete, perfect end acntinue, but not to modify or change the terms of the Loan Agreement, end ici the undersigned Borrower agrees, in aonaidarativn of CENTRIC BANK, N.A., the Lender disbursing funds for the cfosing of a loan on Borrower if requested by the Lender or any party acting on behalf of the Lender, to fully cooperate and adjust far deriaal errors, any end all deaing documentation deemed necessary or desirable in the reasanabla diacretlan at Lander to enable Lender or to ensure enforceeblliry of the loan If kept In lender's own portfolio. Tha undersigned Borrower agrees to comply with all the above noted raquasts by Lander within 3D days tram the date of meAing acid request by the Lender. Tfw Borrower agrees to assume all assts, fndudinp, by way of igustration and not Hmitetlon, aatua) expenses, legal fees and marketing fosses for tafNng to comply with lender's requests In the aborre noted time period. The undaralgned Borrower does hereby agree and covenant in order to eaeure that loon doaumentatfon axuecuted this day wlfi conform and 6s exceptable In the merketplaae In the inatanae of transfer, salt or oonvayance by Lender of its interest In and to said loan documentation. 2) Ths undaralgnad agrees that farms, pravisiane end cnnditlona set forth in the Loan Agreement, to the extant that same ors not aanteined in the fins! documerns or have not been fully complied with by the time of the dleburaemant of loan proceeds to the undersigned by the Bank. shalt survive the cbsittg of tt-e loan. 3- Tha undersigned further agrees to provide the Bank with and/or certlflea to the Bank taJ aincn the date of the appgaetlon for the loan which is being closed concurrently wfth the daNvery hereof ("Closing"- there hoe bean no .. 1 COMMERCiAi_ GUARANTY Loan No: G1897Ot3 (Continued) Page 4 unrernedied adverse ohenge In the flnanofel or any other acndidon of the Borrower or any of the undersigned, Ibl the undersigned received a true end complete Dopy of each dooumant or atlter Instrument signed in the connection with the absinq, {a- all texee of the Borrower and urxieroignad are aunertt end all future texas wfll be peld when due. 41 7'ha undersigned aaknowladpea end agrees that failure to comply with the terms and candhfane contained heroin. ar to famish the Bank whh proof thereof upon Bank's request, shall constitute en act of default urtdar the martgsge and/or security agreement executed by the undersigned In cannaatian with this loan tranaaotbn, whtoh default shall antEtle Bank to any and ell romediea, inciuding the accortation of the unpaid balance of the 1aan, set faith to the Bald mortgoge andlar security agreement. DEFINITIONS. Yha following aapitalizad words end terms shell have the foibwing meanings when used in thlo Guaranty. Unless spsalficelly stated to the oontrary, ell raforenaas tc dollar amounts shall mean amounts fn Iawfui money of the United States of Amsriae. Words and farms used In tfie singular shall inalude the plural, end the plural shall include the ainguler, sa the ocntext may require. Words end terms not otherwise defined in thfa Oueranty shall have ttta meanings attributed to such terms In the Uniform Cammerciel Code: [icrrower. Tito word "Borrower" means Yorktown Fundtng, Ina. end includes aU co-signers and co-makara algning the Note and ell their suacasaors and assigns. GAAP. The word "GAAP" means generally aacepted accounting prtrxsiples. Guarantor. The word "Guarantor" maana everyone aigning this Guersnty, Including without Iimltation Wllllsm C. Kolles, and in aaah ease, any signer's successoro and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor m Lender. {ndebtednasa. Tha word "Indebtedness" means Borrower's indebtedness to Lander as more particularly described in this Guaranty. Lander. Tha word "Lender" means CENTRIC BANK, N.A., its succegaora and assigns. Note. The ward "Note" means end inoludes without Iimltation all of Borrawar's promissory notes and/or credit agreements evidencing Borrower's Icon abllgatiana In favor of Lander, together with all ranewels of, axtenslons of, modifications of, reflnanainga of, aoneolldaNona of and substltutione for promissory Hates or credh agroomenta. Related Documents. The words "Related Documents" mean all prtattEssory notes, credit agreements, loan agreements, environmental agreements, guarorrtias, aecurlty agreements, martgegaa, deeds of trust, security deeds, oollaterol mortgagee, end all other Instruments, agreements and doaumenta, whether Haw or hereafter axlating, axeouted in oannecttan with the Indabtednoas. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OA ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNT6 HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR WA 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 SECURINq 7HE INDEBTEDNESS, TOGETHER WITH COSTS OF SUiT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT !10961 OF THE UNPAID PRINCIPAL BALANCie ANP ACCRUED INTEREST FOR COLLECTION. IiUT IN ANY EVENT NOT LESS THAN F{VE HUNDRED DOLLARS {$600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, 7HI5 GUARANTY OA A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED iN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED eY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUI: FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN WLL DF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROV1610N TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS DF THIS GUARANTY AND AGREES TO 175 TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DEUVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED 1N THE MANNER SET FORTH tN THir SECTION TITLED "DURATION OF GUARANTY". NO ROAMAL ACCEPTANCE BY LENDER iS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVf:AReER 7, 2007. THIS GUARANTY t5 GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A 3FALED iNS'i'RUM6NT ACCORDING TO LAW. GUARANTOR: X wi am o .n IAN~lOOL.WO/~V".t~70.10A01 CMI.N"Mw 11n...I~OeA,iiw~M,. IM7. 700/. qN""b M.M"I. •I'A CIVIIDpRR1E1M1[iC/C Tb7701M130 { GUMMERCIAL GUARANI Guarantor: Herald R. Kensinger 4044 Avert Drive Harrisburg, PA 17112 CONTINUMG GUARANTEE OF PAYMENT AND PERFORMANCE. Far good and valuable aonetderetlan, Guarantor absolutely and unconditionally guarantees full and punatuel payment and settafsadon of the Indebtadneea of Borrower to lender, and the performance end disaMrga of all Borcower'e obllgationa under the Note end the Related Doaumenta. This is a guaranty of payment end parfarmanca and not of oopection, so Lander oan enfaroe this Guaranty ageinet Guerarrtar even when Lender has not exhausted Lendar'e remedies egalnet anyone else obligated to pay the Indabtedratae err against any aoUeteral aeauring the Indebtedneae, this Ouarorrty or any ether guaranty of the Indetrtadnesa, Guarantor wiN make any payments to Lander or Its order, on demand, In legal tender of the United States of Anterioa, In same-day funds, without eet•off err deduotlon or aounterdatm, end will otherwise perform eorrawer'e obitgatlona under the Nate and Reletad Doaumenta. Under this Guaranty, fluarantar'a liability to unlimited and Guarantor's obligations era aontlnutng. INDkBTEDNF.SS. 7ha word "Indebtedness" as used in this Guaranty means ell of the prindpal amount outetending from Nme to time and et any one or more times, aaarued unpaid interest thereon and all aolleodan coats and legal exponeea related thereto permitted by law, reasonable attorneys' fees, arlefng from any and all debts, Ilabllitbe and obigations of every nature or form, now existing or Iwreaftsr arising or acquired, that Harrower Individually or aolieativsly or Intsrehengsebly with others, awu or will owe Lender. "Indabtadnaaa" includes, without Itmltetlon, bane, edvanoas, debts, overdraft indebtadnees, credk oard Indebtedness, lease obligations, liabilltiaa end obligatiorta under any interest rata protection agreements err foreign currency exahartge agreements err commodity prtoa prateatlon agreements, other obigations, and Ilabiilties of Harrower, and any preaerrt err future judgments apalnet Borrower, Nturs edvanoea, loans or transeatlana that renew, extend, modify, raNnanae, aanaolidats or aubsthuta these debts, llabil{ties and obligations whether: voluntarliy ar involuntarily Incurred; due or to baoome dos by thek forme or accelsretion; absolute or aantingent; liquidated err unliqutdatad; determined err undetermined; direst or IndlrecC, primary or seoondary In nature err arleirtg from a guaranty or suretyi seourad or unsecured; jolrrt or eavaral or joint and esvsral; evidenced by a negotiable or non-nsgotlehla instrument or writing; ariglnated by Lender or another err others; barred or unar>forceabte against Borrower far any reason whatsoever; for any transaattona that may be voidable for any reason (sash as infamy, insanity, ultra vlrea or otherwise}; and ortgineted than reduoed or extingulehed end then afterwards fnpreesed err reinstated. If Lander presently holds ana y more guaranties, or hereafter raasives additional guarantees from Guarantor, Lender's rights under all guarandea ahaq be aumulatlve. This Guaranty shall not (unless epeaiflaally provided below to the oontraryl affect or invalidate any sash other guaranties. Guarantor's Ihabllity will ba Guarentor's aggregate (lability under the farms of this Guaranty and any sash other untarminated guarantee. CONTINUING GUARANTY. THIS 16 A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL. AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBI'EDNEBS OF BORROWER TO LENDER, NOW EXISTING OA HEREAFTER ARI5ING OR ACQUIRED, DN AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER TH13 GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME, DURATION OF GUARANTY. This Guaranty wit) take effsat when rsoetved by Lender without the nacseshy of any aaasptanas by Lender, or any mtiae to Guarantor or to Borrower, and wlp oontlnue In full force until all the Indsbtadnsas inourrod or oontraoted before receipt by Lender of any notlae of revooetton ahaq have been fully and finally paid and satisfied and ail of Guarantor's other obligstioru under this Guarsrrty shall have bean performed In full. if Guarantor eleata to revoke thin Guaranty, Gueranior may only der so in writing. Ouarentor'a written notlae of revocation must be mailed to Lender, by oaRttled mall, et Lender's address listed above or such other plaoa as Lander may designate In writing. Written revocation of this Guaranty will apply only to new indebtednasa oreatad after sofas! reoelpt by Lender of fluerarrcor's wrtttan revocation. For this purpose end without limitation, the term "new Indebtedness" does not include the Indebtedness whlah at the time of notice of revocation le oonttngsnt, unliquldated, undetermined or not due and which later beaomea absolute, liquidated, determined or due. For this purpose end without tlmltatlon, "new lndebtadnaea" does not Inoluda aq or part of the Indebtedness that is: inourred by Borrower prbr to rsvoostlon; Inaurrad under a cammltment that beoeme binding before rovoaation; any renswak, extenalons, eubatttutlons, and modifkationa of tiw Indebtedness. This Guaranty shat) bind Guarantor's Betats es to !hs Indshtsdnaea created both before end after Guarantor's death or Incapsoity, regardless of Lendsr'e setae! notlae of Guarantor's death. 8ubjeat to the foregoing, Guarantor's exsoutor or administrator or other legal representative may tsrminste thle Guaranty In the same manner in whioh Guarantor m1gM have terminated h and with the same effect. Release of any other gusrentor or terminatfan of any other guaranty of the lndsbbedneas shell not affect the liability of Guetantnr under this Guaranty. A rsvooatlon Lender reaetvas from any one err more Guarantors shall not affect the liability of any remelntng Guarantors under this Guaranty. It is arttlaipeted thst fluctuattans stay onaur to the aggregate amount of tlts Mdebtednssa oovered by this Guaranty, and Guarantor apaolf~alty asknowledgss and egress that reduetiorre In the smount of file Indebtedness, even to zero dollars (44.401, shalt not oonstituta a termination of tots Guaranty, This c3uaromy is binding upon fluarentor and Guaranty's heirs, sucaesaors and eeslgne so long as any of the lndsbtednesa remetna unpetd end even though the ktdebtadness may iron time to time be zero dollars t30.Ot)). flUARANTOR'S AUTHORIZATION TO LENDER. Guerenwr auttwrtzas Lender, ehhar before ar after any rovooation hereof, without notios or demand end without lesssning flusrontor's Ilebility trader this {iuararrty, from time to dma: tAl prior to revacettnn es sat forth above, to make one or more additional seourad or unsecured loans to Borrower, to Issas aqulpmont or other goods to Borrower, or atherwfea to extend additional arodtt to Borrower; IBl to alter, compromise, renew, extend, eooslsrota, or otherwise ohanps ono err more times the tlrrta for payment or otltar terms of the Indsbtednsss or any part of the Indsbtsdnasa, including (nareasea and doarseaea of the rate of interest on the Indebtedness; extensbna may be repeated and may bs for Longer then the arlglnal loan term; {CI to take and hold ssaurlty for the payment of this Ouararrty or the Indebtedness, and exchange, enforce, waive, subordinate, fell or deafde not to perfsat, and release any ouch security, with or without the substitution of new aollataral; IDi to roleaes, substitute, agree not to sue, or deal with any one or mare of Borrower's sureties, endorsors, ar other guarantors on any terms ar in any manner Lander may choose; tEl to determine how, when end what epplioatlon of payments and aradlte shalt be made on the Indebtedness; tF} to apply such security end direct the order or manner of sale thereof, including without IlmRetion, any nonJudialal sale permitted by the forma of the controlYng seourity agreement or doed of trust, sa lender in Its dtsaretlon EXZ'1].bl'i~ B Borrower: Yarktovm Fouling, Ina. Lender: CENTRIC BANK, N.A. 1104 Fanwood Avenue, Suits 302 Harrisburg Office Camp HM, PA 17011 Corporate Hasdquarters 3601 Vattern Way Harrisburg, PA 17110 1717) 667-7727 COMMERCIAL GUARANTYi Loan No: 6989708 {Continued? Page 2 may determine; (G} to sell, transfer, assign or Arent partloipatlona In all or any part of the indebtedness; and tH1 to assign or vansfar this Guaranty In whole or in part. GUARANTOR'S REPRf;BENTATi0N8 AND WARRANTIES. Guarantor represents and warrants tv Lender that IA1 na ropresentatlone or epraements of any kind have been made to Guarantor whlah would limit or qualify In any way the terms of this Guaranty; (B} this Guaranty la executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, fight and authority to enter into thin Guaranrty; 1D) the provisions of thla Guaranty do net vonfllct with or result In a dafauft under any agreement or other instrument binding upon Guarantor and da not result in a v{oletian of any Isw, regulation, otwrt decree ar order sppllcebk to Guarantor; IE1 Guarantor has eat end w111 not, without the prior written oonaent of Lender, sell, leasoa, assign, encumber, hypothecate, vanafer, or otherwise dispose of all or substantially ell of Guarantor's assets, or any Interest theroin; (F} upon Lender's roquest, Guarantor wig provide to Lender flnendal and credit information in form acaeptabla to Lender, end ell such flnanalel information which aurrarttiy hea bean, and ell futuro ftnenatal Inforcrtattan whtah wig be prnvided to Lender le and will be true end oorceat in all material reapaots and fairly present Guarantor's ftnenvlal aonditbn as of the dates the flnanolel information is provided; (GI no materiel adverse citanpe has occurred In Guarantor's financial condition since the data of the most resent flnendal atetements provided to Lander end no event has ovourrad whlah may metertally adversely offset Guarsntor'^ ftnsncls) oondldon; (H7 na Iltlpatton, claim, (nvaetipation, adminlstrettve proceading or similar action (including those for unpaid taxes) against Guarantor fs pending ar threatened; (1} Lertdar has made na reptesentstion to Guarantor es to tfw creditworthiness of Borrower, and (J) Guarantor hea estebilshed adequsta means of obtaining from Bnrrvwer on a oontinulnp basis information regarding Borrower's flnanoiel aanditian. Guaramor egraaa tc keep adequately Informed Pram such means of any feats, averite, or dreumstanoes which might In any way effect Guarantor's rlxks under this Guaranty, and Guarsntar further sprees that Lander shall have no ob8gation to discloaa to Guaranty any information or documents acquired by Lander in the course of its relationship with Borcawer. GUARANTOR'S FINANCIAL STATEMp~iT3. duarantor agrees to furnish Lshdar with the following: Tex Returns. As soon as available, but in no everrt later than sbrty 180) days after the appllaabie filing data for the tax reporting period ended, Fedora{ and other govemmentai tax returns, prepared by a aertifhrd publfa accountant satisfactory to Lender. Additiottel Requirements. Annual Persortai Financial 5tatamsnt. All flnandal reports required to be provldad under this Guaranty shall be prepared (n accordance with GAAP, applied on a consistent Beals, find certified by Guarantor as being true find correct. GUARANTOR'S WAIVERS. Except as prohibted by nppllvable law, Guarantor waives any right to require Lender (AI to continua landing money or to extend other credit to 6arcower; IB} to make any presentment, protest, demand, or notice of any kind, inaluding nadaa of enY nonpayment of the Indebtedness ar of arty nonpayment related to arty aollaterai, or notice of any aatlan or noneatfon on the part of Borrower, Lender, any surety, endorser, ar other puarentar In aonneation with the Indebtedness or Fn connection with the areeUon of new or sddftional fans or abNgstions; (C) to resort for payment or to proceed thready or st once against any parson, lnoludinp Borrower ar any other guarantor; (D) to greased directly against or exhaust any oollateroi held by Lander fmm Borrower, any other guarantor, or any other person; (E) to give nodes of the teens, time, and playa of any public or prtvats sale of personal property security hski by Lender from 6orrawer or to comply with any other appllnable provisions of the Uniform Commaralal Code; {F} to pursue arty other remedy within Lender's power; or (G} to commit any eat or omission of any kind, nr at any time, whh respect to any matter whatsoever. Guarantor else waives any end ell rights or defenses based an suretyship or Impalrmsrt of collateral inaluding, but not limited to, any rights or defenses arising by reeeon of (A} any "one action" ar "erttl-deflaisnay" law or any ether law which may prevent Lender from bringing any eatfon, Inaludlnq a claim for deficiency, against Guarantor, before or after Lender's oommenaemart or aompistlan of any farsctoeura action, either judicially or by exerdse of a power of sale; 18) any election of remedies by Lander which destroys or otherwise adversely effects Guarantor's subropatlon rights or Guarontor's riphta to greased apsinat Borrower far reimbursement, inoludinp without tlmkatlon, any loss of rights Guarsntar may suffer by reeeon of any law Umhing, qualifying, or disoharginp the Indebtedness; (C) any dlsabgity or ether defense of Borrower, of any other guarantor, or of any other pwaon, or by reason of the cessation of F3orcowar'e liability from any aausa whatsoever, other than payment in full in legal tender, of the lndabtadneas; )D) any right tv a{elm discharge of the lndsbtedness on the basis of unjustified impairment of any aolleterel for the Indebtedness; (E} any statute of llmRationa, if et any time any cation ar salt brought by Lander against Guaramor is aommsncad, theta is outstanding Indebtedness whlah la not barred by any applioeble statute of Ilmkstlons; or (FI any defenses given to guarantors at law or in equhy other than actual payment end performanaa of the Indabtadrteea. If payment is made by Borrower, whether voluntarily or otltarwise, or 6y any third party, on the Indebtedness end thereafter Candor to forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar parson under any federal or state bankruptcy law or law for the relief of debtors, the lndebtednesa shall be coneldered unpaid for the purpose of the anforasment of this Guaranty. Guarantor further waives and agrees eat to assert or claim at any time any deduationa to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment ar similar right, whether such claim, demand or right may ba asserted by the Borcawer, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RBShf:CT TO WA1VI:RS. Guarantor warrants end egraaa that eeah of the waivers sat forth above la made with Guarantor's fuQ knowledge of its alpdflasnce and aonsequanaes and that, under the cb'CUmetsnaes, the waivers are reasonable and eat contrary to publfa policy ar law. if any auah waiver Is determined to ba contrary to any appgaable (aw or publfa policy, such waiver shall ba effective only to the extant permitted by law or public pclicy. RIGHT OF SETOFF, To the extent permitted by applloabla law, Lender reserves a right of setoff in all Guarantor's ecccunts with Lender (whether checking, savings, or soma other eaaount), This Includes all saaaunts Guarantor holds jointly with someone etas end ell accounts Guarsntar may open in the future. However, this does not include any IRA or Keogh ecaaunts, or any oust ecaourta for whbh setoff would ba prohibited by law. Guarantor authortzes Lander, to the extant permhted by appllaebla law, to hold thaw funds If there la a default, and Lander may apply tf~e funds in these ecccunts to pay what Guarsntar owes under the tsrma of this Guaranty. SUBORCHNATION OF BORROWt'sA'S DEBTS TO GUARANTOR. Guarsntar sprees that the Indebtedness, whether now exlet(ng or hereafter vreatsd, shell bs auperfor to any claim that Guarantor may now hnvn or heroefter acquke egelnat Borrower, whether or eat Borrower becomes lnsoivent. 6uarontnr hereby expressly suhordinetas any alalm Guarantor may heva against Borrower, upon any acxrount whatsoever, to any claim that Lander may now or herreftar heva against Borrower. In the event of insolvency end consequent Itquidattan of the assets of Borrower, through bankruptcy, by an assipnmant for the bsneflt of creditors, by voluntary liquldetlon, or otherwise, the assets of Borrower appllaabie to the payment of the clalma of bath Lender and Guarantor shall be paid to Lender end shell ba first applied by Lender to the Indebtedness. Guarontar dose hereby assign to Lander all ofalma which It may have or acquire against Borrower or against any sasignee pt trustee in bankruptcy of Borrower; provldad however, that such esslpnmsnt aha11 be effective only for the purpose of assuring to Lander full payment in legal tender of the indebtedness. If Lender ao requests, any Hates or credh sgreaments now or hereafter evidenvinp any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarerrtor agrees, and Lender is hereby authorizad, In the name of Guarantor, from time to time to file flnenalnp statamanls and condnuetion statements and to exevute documents and to take such other actions as Lander deems neoaaaery or epproprlata to parfeat, preanrvn and anforaa its rights under this Guaranty. ~~ . ! COMMERCIAL (3UARANTY~ Loan h}o; 61897x8 {Continued) fiR18CELLANE0U8 PROVISIONS. Tha following miaaallaneauc provislona era a part of thla Ciueranty: Page 3 Amendments. Thla Guaromy, together whh any Related Doaumenta, aonsthutas the entire undaratanding and agreement of the parties es tc the matters eat forth in this Guaranty. No alteretlan of or amendment to this Guaranty shell ba affaotlve anises given fn writing and signed by the petty or paRise Bought to be charged or bound by the elteratlon or amendment. Attomeya' Fees; Expenses. Guarantor aproes to pay upon demand all of Lender's coats and expanses, Including Lender's reasonable attorneys' fees and Lender's legal expsnass, k-aurred In cannaction with the anforaemsnt of this Gusronty. Lender may hire or pay someone else to help anforoa thla Guaranty, end Guerontor shall pay the oasts and expenaae of wah anforoement. Costa and expanses include Lendsr'a reasonable attorneys' Ease end bgel expenses whether or not there is a lawsuit, including reasonable attorneys' fees aril Iegsl expenasa for bankruptcy proaeedinpa (including efforts to modify ar vsaete any automatla stay or Injunctloni, appeals, and any antialpeted post-Judgment aalleatlon services. Guarantor oleo shall pay ell court aoeta end such additional fees as may ba directed by the court. Caption Headings. Caption head{nga In this Guaranty era for convenience purposes only and era not to be used to interpret ar define the pravls(ana of this Guaranty. f3ovaming Law. Thla Guaranty will ba gov^rnsd by federal law appNaable to Lender rand, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsyhranis without regard to its conflicts of Isw provialons. Chalae of Venue. If there is a lawauk, Guarantor agrees upon Lender's request to submit to the jurisdfetian of the courts of Dauphin County, Commonwealth of Pennsylvania. Irnsgrstian. Guarantor further agrees that Guarantor hex read and fully understands the terms of this Guaranty; Guarantor has had the appartunity to be adviaad by Guarsrttof'a ettomey whh raspeat to this Guaranty; the Guaranty fully rafktota Guarantor's intent}ona and petal avldenee le not roqulred to interpret the terms of this Guaranty. Guarantor hereby indemrtlflas and hakfe Lander harmless from all losses, alalms, damages, and ooata (Including Lender's attorneys' fees) suffered or inourrod by Lander as a result of any breech by Guarantor of the warranties, rapresentatlons end agreemartts of thla paragraph. Interprotetlon. In ell oases where there la max then ono Borrower ar Guarantor, then all wards used in this Guaranty In the singular shall be deemed to have bean used in the plural where the context end construction so require; and where there Is mare than ono Borrower named in this Guaranty ar when this Guaranty la executed by more than ens Guarantor, the words "Borrower" and "Guarantor` reapsatively shag mean ell and any one or mare of them. The words "Guererrtor," "Borrower," and "Lander" Inahsde the heirs, sucaesaors, asalgna, anti transferees of each of them. If a oourt finds that any provision of this Guaranty is not valid or should not be anforoed, that tact by heelt will not mean that the rest of this Guaranty will not be valid ar enforced. Therefore, a oourt will enforce the rest of the provislarta of this Guaranty even If a provision of this Guaranty may ha found to ba invalki or unenforceable. If any ono ar more of Borrower or Guarantor ere corporotlane, partnerehlpe, Umitsd liability aompanlea, or almUar ontltioa, h la not naaaaaary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents eating or purporting to eat on their behalf, end any indebtedness made or created In reliance upon the protessad exercise of auah powers shall ba guaranteed under this Guaranty. Notices. Unless otherwise provided by appllaable law, any notice required to ba ghren under this Guaranty shall be given in writing, and, except for revocatlan notices by Guarantor, shell be effective when actually delivered, when actually reaeivad by talafaasimAa (uniaea othandL+e requked by level, when deposited with a nationally raaognized overnight courier, or, If mailed, when deposited in the United States mall, as f(rat claae, aertMed or registered mall postage prepaid, directed to the addresses shown near the beginning of this Guaranty. AU revxetlon notices by Guarantor shall be bt writing and shall ba effective upon delivery to Lender as provided in the section of this Guaranty enthlad "DURATION OF GUARANTY.' Any party may ohenge Ito address for notices under this Guaranty by giving formal written notice to the ether parties, apealfyinp that the purpose of the rtotioa to to change tits party's address. For notloe purposes, Guarantor egreea to keep Lander Informed at all times of Guarerttor'a currant addreaa. Unl^sa otherwise provided by appUcable few, if there is more than one t'suarentar, any notice given by Lender to any Guarantor is deemed to be notice ptven to all Guarantors. No Welver by Lender. lender shall not be deemed to have waived any rlphta under this Guaranty anises such waiver Is given in writing and signed by Lender, Na delay or omissbn on the part of lender in axaraiaing any right shall operate as a waiver of auah right ar any other right. A waiver by Lender of a provision of this Guaranty shell not prejudloe or oonatitute a waiver of Landar'e right otherwise to demand strict aompltance with that provision or any other provlebn of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shell constitute a waiver of any of Lender's rights or of any of Guarantor's obggatlons as to any future transactfans. Whenever the consent of Lender is required under this Guaranty, the granting of such aansant by Lander in any lnstanae shall not aonstltuta cont{nuinB consent to subsequent instances where such consent is required and In all asses auah consent may be granted or withheld In the sole dlsaredon of Lender. Sucasssoro end Assigrw. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, euacesaors, and assigns, and shall be enforceable by Lender end its auecaseore and naaigns. CERTIFICATION AND AGREEMENT FOR CONTINUING PERFECTION AND COMPLIANCE. Whereas, the undersigned has applied to CENTRIC BANK, N.A., (the "Bank"f for a certain loan ertdlor financial eaoammodatlona end Whereas, the Bank hex agreed to make the aforesaid loan, but ortiy upon the conditions oontalned fn the Commitment Latter {hersktatter called the "Loan Agreement"1, end Whareea the undersigned deemlaj it in [their) bast interest to obtain the aforaaald loan, Now therefore, in aonsidaration of these premises and other goad and valuable aonsideratfon, h la agreed as follows: 11 The undersigned w111 perform arty and all steps requested by the Bank to: {aj create and maintain In the Bank's laver a valid lien and seaurlty Interest In the aollataral to ba pledged to Bank pursuant to the farms of the Loan Agreement, including, but without limitation, the exeoution, delivery, figng end/or roaording of promissory notes, guarantees, mortgagee, aeaurity agraernertts, fiananeing statements, contlnuatlon atatamenta end the like, neasesery In the opinion of Benk'a oounael to etfsetuete the farms of the Laan Agreement, (b) exaaute and detlver any other documents necessary, in the opinion of the Bank's aounael, to aomplste, perfect erx! oontinue, but not to modify or change the terms of the Laan Agreement, and lal the undsraipned Borrower sprasa, in oonaidsrsdon of CENTRIC BANK, N.A., the Lander disbursing funds for the closing of a loan on Borrower if requested by the Lender or any party eating on behalf of the Lander, to fully aooparata and adjust for clerical errors, any and aN closing doeuntantetion deemed necessary or deairebla in the reasonable discretion of Lender to enable Lender or to ensure enforaseblllty of the loan if kept in lender's awn partbilo. The undersigned Borrower agrees to oomply with ell the above noted requests by Lender within 30 days from the date of mailing sek! request by the Lender. The Borrower agrees to assume all coats, including, by way of illuetratlan and not limitation, aatuel expenses, lapel fsaa and marketing bases for falling to oomply with lender's requests In the above noted time period. The undersigned Harrower dose hereby agree end covenant In order to aeaura that loan documentation axueauted thla day will conform end ba eooeptable to the merkatplaae fn fire instance of ttanafer, sale or aonveyanoe by Lander of its Interest In and to said loan documarrtatlon. Z- The underoipnad agrees that terms, provlclona and oonditlane set forth in the Loan Agreement, to the extent that same are not aonteined in the final daaumsnta or have not bean fully complied wkh by the time of the dfabursemsnt of loan proceeds to the undsrolgned by the Flank. shall survive the closing of the loan. 3} The undersigned further egress to provide the Bank with and/or certifies to the Bank {ai alnoe the date of the eppltaedan far the loan which Is being closed oonaurrently with the delivery hereof ("Closing"- there hex been no COMMERCIAL GUARANTY( Loan No'8189708 (COntinuedf Page 4 `unremadhd adverse change in the finanalel ar any other condition of the Borrower or any of the underslgned, ib1 the undersigned racelved a tn.ie end complete copy of aeah document or other instrument signed to the aonneatlan with the closing, fc} all texas of the Borrower and undersigned are current and ail future taxes will be paid when due. 4) Tha undersigned eaknowledgea and sprees that failure tc comply with the terms and aondidone contained harem, or to furnish the Bank with proof thereof upon Bnnk's request, shag constitute an act of defauh under the mortgage and/or security agreement axeauted by the undere(gnad in connection with thls loan treneaatlon, whlah default shall anthle Bank to any end ofi ramedlea, inoludfnp the eaoarletlon of the unpnkl belanae of the loan, set faith in the sold mortgage and/or security agreement. DEflNITIONS, Tha following asplteiised words and terms shell have the following meanings when used In this Guaranty. Unleae apealFlaelly stated to the aontrery, ell references to dollar amounts shall mean arnounte in lawful money of the United States of Amertaa. Wards and terms used in the slnpular shell Include the plural, and the plural shall lnalude the singular, es the context may rsqulre. Words and terms rat otherwise defined in this Guaranty shall have the masninps attributed to auah farms In the Uniform Commercial Cade: Borrower. The word "Borrower" means Yorktown Funding, Ina. end indudaa ell co•aipnera end co•makars signing the Note and aN their suooessara and aae{pna. GAAP. The wwd `GAAP" means generally eaceptad accounting pr)nc(plea. l3uerarKer. The ward "Guarantor" means everyone signing this Guaranty, including without ItmlteNan Gerald R. Kensinger, and in each ease, any signer's auaaesaora and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" moans 9orrower's Indebtedness to Lender as mare particularly desarlbed in thla Guaranty, Lender. The ward "Lender" means CENTRIC BANK, N.A., Its auaaesaore and aealgns. Nate. Tha word "Note" means and htcludee wlthaut limitation ell of Borrower's promissory rotas and/or aradit apreamants avldenclnp Borrower's loan aWlpaNons in favor of Lender. together with ell renewals cf, exienalona of, modifications af, refinenainga of, consolidations of and substitutions for promissory natee ar credit apreamants. Rabtsd Dooumente. Tha wards "Related Documents" mean ell promissory notes, credit agreements, loan agreements, environmental apreamants, guaranties, security apreamants, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter exlating, executed in aonnaction with the indebtedness. CONFESSION OF JUDGMENT, GUARANTOR HEREBY IRREVOCABLY AUTHORIZES ANO EMPOWEfl3 ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, DR 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 CHARGE6 AND ANV AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEATEDNESS, TOGETHER WiTH COSTS OF SUIT, AND AN ATTORNEY'S CDMMlS510N OF TEN PERCENT 110961 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED bOLLARS ISS00) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED By AFFIDAVIT SHALL BE 6UFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFE53 JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE. UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION DF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVI&tONS OF THIS flUARANTY AND AGREES TO 1T6 TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT TH1S GUARANTY I& EFFECTIVE UPON f3UARANTOR'9 EXECUTION AND DELIVERY OF THIS QUARANTY TD LENDER AND THAT THE QUARANI'Y WILL CONTINUE UNTIL TffRN11NATED IN THE MANNER SET FORTH IN TWE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECi=SSARY 70 MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 1. 2007. THIS GUARANTY iS GIVEN UNDER REAL AND IT iS INTENDED TWAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED WSTRUMENT ACCORDING TO LAW. DISCI' SURE FOR CONFESSION OF JDGINIENT References in the boxes above are for Borrower: Yorktown Funding, Ina. 1104 Fsrnwood Avenue, Suite 302 Carnp Hill, PA 17011 peclarant: Wllilam C. Kollas 860 Kiehl Drive Lomoyne, PA 17043 Lender: CENTRIC BANK. N.A. Harrisburg Office Corporate Headquarters 31101 Vertan Way Harrisburg, PA 17110 (717) 857-7727 DISCLOSURE FOR CONFESSIOM O>; JUDGMENT 1 AM EXECUTING, THIS _~ DAY OF ~OV,~A/t~Gr'~ , 20~, A QUARANTY FOR AN l1NLlMITFD AMOUNT. A. 1 UNDERSTANA 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, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TD 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 JUDGME'I11T OR OTHER CLAIMS THAT L~IDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDINQ ANY RIGHT TO ADVANCE NOTICI3 OF THE ENTRY OF JUDGMENT, ANO (EXPRESSLY AGRE): AND CONSENT TO LENDER'S ENTt:RINQ JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR 1N THE CONFE9310N OF JUDGMENT PROVISION. INITIALS: B. 1 FURTHER UNDIgiSTAND 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, ATTACHINQ, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTINQ THE QUARANTY. BEING FULLY AWARE OP MY R1QHT5 TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT iS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY ANO VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'9 IMMEDIATELY DCECUTING 8N THE JUDGMENT IN ANY MANNER FERMITTEO BY APPLICABLE STATE AND FEDERAL 1.AW, W}THOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: • C. AFTER HAVING READ AND DETERMMTED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, SY INITIALIN4 EACH STATEMENT THAT APPLIES, 1 REI°RESENT THATs INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. R i1Y 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONPE9310N OF .Jl1DGMENT PROVISION IN THE GUARANTY ~G~°' 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 81GNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DtBCLOSURE IS GIVEN UNDER SEAL AND IT lS INTENDED THAT THIS DISCLOSURE 15 AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: am al IMtll MalwiM"O,Yw.R70.10.001 GM•II,A,nJ R„n,W i,l,~lw".Iw~Iri7, 7007, uI1U11N ~w,mA •M CtTMN11{IEMVL1WpJC TlF77t ryFM uae only and do not Ifmlt the eppgcebllity of this dooument to any particular loan or hem. :ainina "•""" hee been amltta due to text length iimitationa. n,.{,.LJ1t 1/^Il ~,. DISCS ~ aURE FOR CONFESSION OFD JDGMENT References to the baxea above are for Lander'e use anl~ and do net Ilmit the applloabNity of thle document to any pardaular Ioan or item. Anv item shave cantsTnine •"' has been omitted due to text tenAth Ilmitatione. Borrower: Yorktown Funding. Inc. 1104 Fanwood Avenue, Suits 302, Cemp H111, PA 17011 lender: CENTRIC BANK, N.A. Harrisburg Oftioe Corporate Headquertera 8801 Vartsn Way Harrisburg, PA 17110 17171 857-7727 Declarant: Geretd R. Kansinger 4044 Avon Drive Harrisburg, PA 1711 Z DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTNIIG, THIS J ~r DAY OF ~8 U~/l? r3G''~~ , 20~, A GUARANTY FOR AN UNLIMI7~ AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTANYS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TD ENTER JUDGAAENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFFJtINfl ME AN OPPORTUNITY TO DEFEND AGAINST THi: ENTRY OF JUDGMENT. IN IXECUTINO THE GUARANTY, BEING FULLY AWARE OP MY RIGHTe TO ADVANCP. NOTICE AND TO A HEARINfl TO CONTEST THE VALID!'fY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, ! AM KNOWINGLY, INTELLIflENTGY, ANO VOLUNTAAILY WAIVINQ THESE RIflHT5, WCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND t EXPRESSLY AGREE AND CONSENT TO LENDER'S EN JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR W THE CONFES510N OF 3UDGMENT PROVISION. 1NffIALS: B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUO(iMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION NV THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOT{C>+ OR A HEARING, TO IXECUTE ON THE JUDGMENT SY 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, BENfl FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, tNTELLIO)=1dTLY ANO VOLUNTARi1.Y WAIVING THESE RIGHTS, AND I EXPRESSLY AQREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN Y NNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. WITHOUT GIVING ME ANY ADVANCIr NOTICE. INITIALS: C. A HAVNG READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY 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 PROVI510N IN THE GUARANTY TO MY ATTENTION. D. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,400; THAT THE BLANKS 1N THIS DISCLOSURE WERE FILLED IN WHEN i (NITEALED AND 51flNEb 1T; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNINQ. THIS pISCLOSURE IS GIVEN UNDER 6EAL AND IT 16 INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X i:; :,:' Seel) fl ens gar ~~ ~~o t++*r, v«. ~aa.~o.w~ uw.,wuw a.rdr aww.M. In.. tnr, ~. ~ rw• ~wwd. . r~ a,reorunxniweuro m•m rIF7e FXtl].blt D l ~ PROMISSORY NQTE ~ a Principal Amounts 19,500,000.00 Initial Rate: 8.750% hate of Note: November 1, 2007 PROMISE TO PAY. Yorktown F'undinp, Inc. J"Borrower"! promises to pay to CENTRIC BANK, N.A. {"Lender"}, or order, In lawful money of the Untied States of America, an demand, the principal amount of One M6flon Five Hundred Thousand &001100 pollars (61,600,D00.00} ar so much as may ba outstanding, together whh interest on the unpaid outstanding principal balance of sash advance. Interest ahail bs aalaulated from the date of each advance uttsil repayment of each advance. PAYMENT. Borrower will pay this ioen [n full inanediatsfy upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interact due as of each payment date, bsginMng December 1, 2007, whh ag subsequent interest peymertts to be due on the same day of aaoh month after that. Unless otherwise agreed or required by spp6cabie law, payments wig be appltad first to any accrued unpaid interest; then to principai; end then to any unpaid coNaation costa. The annual bitsrsst rate far thin Note ie computed on s 3661380 beats; that is, by applying the rotla of the mnual interest rote over s year of 380 days, multip8ed by the outstanding principal bManae, multiplied by the actual number of days the principal bsianae is otrtstsnding. Borrower w~l pay Lender at Lender's address shown above yr at such other place es Lender may dealgnate to writing. VARIABLE iNTEREST RATE. The Interest rate on this Note is subfect to change from time to time based on changes In an fndapendent Index whhsh Is the The Well Street Journal Prime (the "Index"1. Ths Index la not nsaessarEly the lowest rate charged by Lender on its loans. If the Index becomes unaveilabie during the term of this loan, Lender may dseignete a aubatkuta index after notifying Borcower. Lender wilt tell Borcowor the current Index rota upon Borrower's request. Ths interest rate change wgl not occur more often than each Month. Borrower understands that Lander may make {Dena based on other rates ea wall. The Index aurcyrttly fs 7.750% per annum. The interest rate to be app~ed to the unpaid principal balance during thla Note wl6 be at a rate of 1.000 paroentege point over the Index, adJusted tf necessary for any minimum and maximum rota timttatlons described below, rosulUng In an inlNal rats of 6.76096 per annum. NOTICE: Under no ciraumstarxsas will the Interest rate on this Note be leas than 6.00096 per annum or more than the maximum rate allowed by applloable law. PREPAYMENT. Borrower agrees that all loan iaea and other prepaid finance ahargse are earned fully as of the data of the teen and will not be aubjeat to refund upon early payment (whether voluntary or as a result of defeuft}, except ae otherwise required by law. Except for the foregoing, Borrower may pay wthout penalty all or a portion of the amount owed eerlktr than It is due, Early payments wtll not, unless agreed to by Lander in wrking, relieve Borrower of Borrower's obtlgatbn to oant(nue to make peymente of accrued unpaki Interest. Rather, early payments will reduce the principal balanaa due. Borrower agrees not to send Lender payments marked "pekf in full", "without recourse", or similar language, If Borrower sends such a payment, Lender may accept h wthout loeing any of Lender's rights under thla Noto, and Borrower w}li remain obligated to pay any further amount owed to Lender. All written communicatlona concerning disputed amounts, including any cheek or otter paymerrt Instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other aandltiona or limitations or ea full satlafactbn of a disputed amount must ba mailed or delivered to; CENTRIC F3ANK, N.A., P.O. Bax 82090 Harcieburg, PA 1 7 1 06-209 0. IN'I'EREBT AFTER DEFAULT. Upon default, Including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a Z.D00 percentage point margin f"Defeuh Fiats Margin"J. Ths Default Hate Margin shall also apply to each auaceeding interest rate change that would have applied had there been no defauk. If judgment fa entered in oannectlon wkh this Nata, interest will continue to aaorua after the date of Judgment at the rata in effect at the time judgment fs entered. However, in no event will the Interest rata exceed the maximum interest rata Iimitationa under appllcahle law. DEFAULT. Hach of Use foliow(ng shell constitute sn avant of default l"Event of Default"1 under this Nate: Payment Dafauk. Borrower fails to make any payment when due under thla Note. other Defaults. eorrawer fails to comply whit or to perform any other term, obllgatlan, covenant or condition oonteined In this Note or In any of the related documents or to comply with or to perform any term, obligation, covenant or candklon contained in any atltiar agreement between Lender and Borrower. Defwlt }n Favor of Third Pardee. Borrower or any Qrantor defaults under any Ioen, extension of credk, escurity agreement, purchase or ealea agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obggat}one under this Note or any of the related documents. False Statements. Any warranty, representation ar statement made or fumished to Lander by Borrower or on Borrower's behalf under this Note or the related documents Is false or mlaleedfng in any material reapeat, ehher now or ac the time made or furnished ar becomes false or misleading et any time thereafter. Inaolvenay. The dissolution or terminetion of Borrower's axistenae as a going business, the insolvency of Borrower, the appointment of a receives far any part of Borrower's property, any esstgnment for the benefit of creditors, any type of creditor workout, or the aommencarnent of any prooeeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forlalture Proceedings. Commencement of foreclosure or forfeiture proceed(nga, whether 6y ludlolal proceeding, self-help, reposaesalon ar any other method, by any creditor of Borcower or by any gavammental eganay against any aolleteral securing the Ioen. This Includes a garnfahment of any of 8orcower'e sacounta, Including deposit eaaounta, with Lender. However, this Event of Default shall not apply if there Is a good faith dispute by borrower as to the validity or roasonableness of the Balm which is the baala of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture prooeeding and deposka with Lender mvnlea or a surety bond for the creditor or forfeiture proceeding, in en amount determined by Lander, In its sole discretion, as being an adequate reserve or bond for the dispute. Events AftecUng Guarantor. Any of the preceding events occurs whh respect to any (3uarentor of any of the indebtedness or any Guarantor dies or baoomea Inaompetant, ar revokes or dleputes Use validity of, or liability under, any guaranty of the Indebtedness evidenced by thla Note. In the avant of a death, Lander, at ito option, may, but shall net be required ta, permit the Guarantar'a estate tc Exhibit E BorrOWel': Yorktown Funding, Ina. Lender: CENTRIC BANK, N.A. 1104 Femwoad Avenue, Suite 302 Harrisburg Office Camp Hgl, PA 17091 Corporate Heedquertera 3801 Varten Wny Harrisburg, PA 17110 (7171 867-7727 PROMISSORY NOTE Loan Na: 8169'708 ~ (Continued} Page 2 assume unconditionally the obligations er{sing under the guaranty in a manner satisfactory to Lander, and, In doing so, cure any Event of Default. Ghanpe In Ownership. Any change In ownership of twenty-flue percent (29961 or more of the aamman stock of Borrower, Advaraa Chanpa. A material adverse chsnpe occurs fn Borrower's flnanalal condition, or Lender believes the prospect of payment or perforrnanca of thla Nnte Is impaired. Insecurity. Lander in good faith believes itself inseours. Cure Pro+rlaione. if any default, other then a default in payment is curable and if Borrcwer hoe not been given 8 rxrtloe of a breach of the soma provision of thla Note wkhln the preoeding twelve (12} months, tt may ba cured if Borrower, after reasivinp written nottas from Lander demanding aura of auah defauh: J1J auras the defauk within fifteen {i61 days; or (2} ff the aura requires more than fifteen (161 days, immsdistaiy inhletes steps which Lender deems in Lender's sole disaretbn to be aufficisnt to aura the defeutt and thereafter corttlnuas and oomplatas ell reaaonabla and neaesesry steps sufflafent to produoe compliance as soon es reasonably praatfaal. LENDER'S RIt3NTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal belsnca under this Note and a!i accrued unpaid Interest lmrnediately due, and then Borrower wlN pay chat amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone alas to help aalleot tl-is Note 1f 8orrowsr dose not pay, Borrower will pay Lender that amount. This Includes, subJeat to any limits under applicable Isw, Lender's reasonable ettameys' fees and Lender's legal expenses, whether ar net there la a lawsuit, including reascnable attorneys' fees, expenses far bankruptcy proceedings (including efforts to modify ar vaaete any automatic stay or fnJunotlonl, and appeals, If oat prohibhad by epplloable law, Borrower also wIU pay any court costs, In addition to all other sumo provided by law. OOVEtiNINO LAW, Thle Note wi(I ba pavemad by federal law applicable to Lender and, to the axterrt not preempted by federal law, the Laws of the Commonwealth of Pennsylvania wfthout regard to its aonfllats of law provisions. This Note has bran eacspted by Lender in the Commonwealth of Pannaylvanie. CHOICE OF VENUE. !f there Is a lawauk, Borrower agrees upon Lender's request to submit to the JurisdlcHon of the courts of Dauphin County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE, Borrower w[II pay a fee to Lender of $30.00 tf Borrower makes a poymant an Borrower's loan and the aheclc or prseuthtxized charge with which Borrower pays Is later dishonored. RIGHT OF SETOFF. Ta the extant permitted by applioabls law, Lander reserves a right of eatoff In all Borrower's aaoounts with Lender (whether ahackinp, eavinpa, ar soma other accourtt}. Thfa includes al4 aaaounts Borrower holds Jointly with someone else and all accounts Borrower may open in tits future. However, this does not lnolude any iRA or Keogh aaaounts, or any trust aaoounts for which setoff would ba prohibited by law. 8orrowsr authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums awing on the Endebtedness against any and ell auah accounts. COLLATERAL, Borrower acknowledpea this Note is secured by the following Collateral described in the security instrument listed herein: aolletarel described In a Cammaroial Security Agreement doted November 1, 2007, PROPERTY INSURANCE, Borrower understands that eorrawer is required to obtain insurance for the collateral securing this Note. Further information conaemine thla requirement Is set faith to the Security Agreement. LINE OF CREDIT, This Note aV{dances a revatvinp line of credit. Advenaes under this Note may ba requested only in writing by Borrower or as provided in this paragraph. All communioaticna, instruotione, or dlreotiona by telephone ar otherwise to Lender era to be directed to Lender's office shown above. The following person or persons era authorized, except sa prov(dad in this paragraph, to request advanaae and authorize payments under the fine of credit until Lender recefvas from Borrower, at Landar's address shown above, written notice of revocation of such authority: Qarsld R. Kenainger, President of Yorktown Funding, Inc.; and William C, Kolles, Vics President of Yorktown Funding, inc. Advances wlq made upon wrken request provldlnp a1i aondhiona of advance have been met. Each approval packet for sash note shell lnolude coplea of ascipnmant aprssment, aansumar'a loan approval, commitment, note, sppraieel, this commhmsnt, mortgage and drew sclwdula, Advances for sash conaumar eta deaor~ed herein ss "notes" that are freaked indhdduegy, es wall ss part of the total feoiHty. Ban•ower shell spree that any indhddual notes autetandMp under this iecility shall not hs issued Por a term greater then 12 months. If the note to net paid off within 12 months. Tha Bsnk may choose to extend for en additional 12•month psricd, if the rsasona for extension ors acceptable to the Sank. Otharwiaa, Yarktawn Funding, Inc. must pay off the note, Borrower agrees to be liable for all aurae either: {AI advanced In accordance with the Inatruatians of an authorised parson or lei credited to any of Barrowsr's accounts with Lander. The unpaid prinafpal balance owing on this Note et any time may be evidenced by endareementa an th(s Note or by Lender's internal records, inaludirtg daily computer print-outs. CERTIFICATION AND AtiREEAAEN7 FOR CONTINUING PERFECTION AND COMPLIANCE. Whereas, the undersigned has apptlad to CENTRIC BANK, N.A., fthe "Bank"} for a certain loan and/nr finenalel aaacmmndations and Whereas, the Sank has agreed to mnke the aforesaid loan, but only upon fife conditions oontalnad in the Commitment Latter {hereinafter called the "Coen Agreement"}, end Whereas the undersigned deem{s} it in ithabl best interest to abtaln the aforesaid loan, Now thsrefwe, in consideration of these promisee end other goad and valuable aortelderatlan, It fs agreed as follows: 11 Tha undersigned will perform any and ail steps raqueatad by ohs Bank ta: {a1 waste and malntefn fn the Bank's favor a vaNd Ilan and ssourky interest In the collateral to ba pledged to Bank pursuant to the terms of the Loan Agreement, fncludMg, but without itmitatlon, the execution, delivery, filing and/or reoarding of promfseory notes, guarantees, mortgagee, security agreements, flanenolnp statements, canttnuntlon statamer-ts and the Ilke, necaesery In the opinion of Benk'a aounael to effectuate the forms of the Loan Agreement, (bJ execute end deliver any other doaumsnts necessary, 1n the opinion of lira Bank's counsel, to oomptete, pertect end aantlntre, but not to modify or change the terms of the Loan Apreamsnt, and {c} the undersigned Borrower agrees, in conaldaratlon of CENTRIC SANK, N,A., the Lander diebursinp funds for the closing of a loan on Borrower (f requested by the Lender ar any party acting an behalf of the Lender, to fully oooparate and adjust for olsrlael errors, any and ell closing documentation deemed necessary ar desirable In the reasonable dleoration of Lender to enable Lender or to ensure snfaraeabiliry of the loan if kept in lender's own portfaUa. 1'hs undaralgned Borrower agrees to comply with ell the abava noted requests by Lander within 30 days from the date of mafling said request by the Lender. The Borrower agreee to assume ell costs, lnaluding, by way of ltlustratlon end not Itmftation, actual expenses, legal fees and marketing losses for failing to comply with lender's requests !n the above noted lima period. The undartipned Borrower does hereby apse and covenant in order tc assure that loan documentation sxueavtsd this day wgl conform end bs eaaeptable in the markatpleas in the inatanae of transfer, axle or convsyanae by Lender of its interest In and to asld ban documentation. 2l The undersigned sprees that tsrrna, praviefons and conditions set forth in the Loan Agreement, to the extant that soma are not contained in the final dooumente or have not been fully compiled with by the time of the dlsbursament of loan proceeds to the undersigned by the Bank. shall survive the closing of the ban. 3} Tha undarsipnad further egress to provide the Benk with and/or csrtifloa to the Bank {el since the dots of the appiioetlon for the loan which fa being clos.d aoncurrendy with the delivery hereof ("Closing") there has bean no unramedied edveraa change in the financial ar any other aonditlon of the Borrower or any of the undersigned, ib} the undersigned received a true and aomp~te copy of each document or other instrument eipned in the connection w{th the closing, (cl all taxes of the Borrower and undersigned era current and all future texas will be paid when due. 41 Tha underafgnad aaknowledpna end agrees that failure to comply with the PROMISSORY NOTE ~ Loan No; 6189708 (Continued) Page 3 farms and oondttlans contained herein, cr to furnish the Bank with proof thereof upon Bank's request, shall conatituta an act oP default under the mortgage and/or security agreement executed by the undaralgned in connection with this loan tranaecdon, whloh dafeult shell arnitla Bank to any and all remedies, )ncludinp the eccerlatlon of the unpaki balance of the loan, set forth in the said mortgage and/or security agraemam. CROSS DEFAULT AGREEMENT. THI6 AGREEMENT, by and between Borrower end Lender; WHEREAS, Lender is about to enter Into 0 Cammsralal Loan transaaticn wkh Borrower pursuant to the terms and oonditlona of Detrain loan documents of other loans to Borrower; end WHEREAS es an Inducement to Lander to axeaute the Doaumema, end for other good end valuable aanskieratlon, Borrower Is wilting to crass collatarize their varloua obllpatlons; NOW THEREFORE, intending to be legally bound hereby, Borcowar for themselvos, their auccasaora and aeelgna, hereby egress ea follows: it fa spread that a default under any of the Davument9 bear{np even date herewith, or under any other foen pureuerrt to whlah eorrawsr la directly or indlreatly obligated to Lender, shall ooliatarl~s end secure ail of the abllgetione of the undersigned referred to herein. IN WITNESS WHEREOF, intending lepepy to bled itself, Its sucassore end assigns, Borrower hoe hereunto set Its hand end seal on the day and year of this Note, PROTECTION OF LENDER'S SECURITY. If Borrower{s} fail to parbrro eooarding to the terms of the Commercial Saourhy Agreement, or ff any ptaaaedlnp or eatbn Is commenoed which affects the covenants and agreements contained in the Cammaralel Sacurhy Agreement, or If any action or proaeedktg la commsnaed whloh affects the caliataral or this thereto„ ar the lntareat vt the Bank therein, Including, but not pmRed to, eminert domain, insolvency, coda snfaraement, or arrangements or proasedings involving a bankrupt or dacdent, then the Bank et the Bank's option may mkae auoh appearances, disburse such sumo end take such aativn as the Bank deems neaeasary, In Its sale discretion, to protect the Bank's interest, inaluding, but not limited to, dLsbursamsnt of attorney's fees, entry upon the property where collteeral is laaeted to make repairs, and procuroment of satisfactory Insurance. Any amounts disbursed by the Benk pursuant to this paragraph shall become additional indebtadnsas of the Borrower secured by the Commercial Security Agreement attsahed to the eolieteral. Unless Borrower end the Bank agree to other terms of payment, such aeeaunts shell bs tmmedlstely due and payable erul chap beer interest from that date at the rata elated !n the Nets unless aalleation from the Borrower at such rata would ba contrary to appilcable law, {n which event, such amount chap beer interest at the highest rata which may be collected from the Borrowarisi under sppiicabls law. Borrower hereby covenants and sprees that the Bank shell be subropated to the Ilan supported by any agreement or other lien discharged, and In whole or in pert, by the indebtedness secured hereby. Nothing contained in this paragraph shall raquird the bank to incur any expense to take any action hereunder . DEPOSIT RELATIONSHIP. Borcowar shall maintain an active deposit raletlanshlp with Centrla Bank, N.A. If Borrower fails to maintain such e depoah rslstlanahip with the Bank, fire Bank may Inareasa the interest rata In effect on the loan by 2.009{.. ANNUAL Rt31tEVIlAL. This Ilse of aredlt is aubJeat to ravtaw on an annual basis, and could be subject to a feo If renewed. Ths initial review data is scheduled for no later than August 2008. SUCCESSOR INTEAEBTS. Tha terms of this Nots shall be binding upon Borrower, and upon eorrowar's heirs, personal repreaentst)ves, successors end asaipns, end shall inure to the benefit of Lander and hs suooeseors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTWG AGENCIES. Please notify us If we report any Ineacureta informatlan about your accourrt(s1 to a consumer reporting agenoy. Your written Wallas daeoribing the specific inacouraaypeel should be sent to ua at the following address: CENTRIC BANK, N.A. P.O. Box 82090 Harrisburg, PA 17108-2090. GENERAL PROVISIONS. Thla Nate to payable on demand, Tha inclusion of speaifla dafeult provlslana or rights of Lender shall not preclude Lender's right to declare payment of title Nate on Its demand. ff any pert of thla Note cannot be anforoad, this feat will not affect the rest of the Nate. Lender may delay or forgo enbrclrtg any of Its rights ar remedies under this Note without being them. Borrower and any other person who signs, guarantees ar endorses this Hots, to the extant allowed by law, waive presentment, demand far payment, end notloa of dlahonor. Upon any ahsnps in the terms of this Note, and unless otherwise exprasaiy atntad In writing, no party who signs this Note, whether ee maker, freeeatadl and for~anytlen th of time; thls~Ioan orb eleaeaa an seed from liability. Ail such partlea agree that Lander may renew or extend P Y 9 y parry ar guarantor or colletsral; ar Impair, fail to realize upon or perfect Lender s 9aaUrlty interest in the aollaterel; and take any other aatlon deemed :teaeaasry by Lender without the eanaant of or notloe to anyone. All auoh partlea also spree that Lender may modHy this loan without the consent of a notlae to anyone other than the party with whom the modifloatlon IS made. Tha obligedons under this Note era Joint and several. if any portion of this Nate Is for any reason determined to be unenforoeable, It will not affect the enbraeablpty of any other provisions of this Nota, 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 FDR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONPESS OR ENTER JUDl3Ml:NT A4AINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THiS NOTE AND ALL ACCRUlrO INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED 0A ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 11096E OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FiVE HUNDRED DOLLARS i$6001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE DR A COPY OF THt3 NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THtc AUTHORITY GRANTED IN THIS NOTE TO CONFtSSS JUDGMENT ADAINST 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 NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THi5 CONFESSION OF JUDGMENT PROVISION TO BORROWER'6 ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PROMISSORY NUTS f. l.o~ No: 6'!89708 (Continued} Page 4 PRIOR TO SIQNIN~ THIS NOTE, BORROWER REAP AND UNDERSTOOD ALL THE PROVI610N6 OF THIS NOTE, INCLUpINO THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED CORY OF THIS PROMISSORY NDTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE 18 AND SHALL CONSTITUTE AND HAVE THE EFFECT DF A SEALED INSTRUMENT ACCORDINQ TO LAW. BORROWER: YORK70WN DINQ, C, era ras t o r own ng, inc. ~• BY'^ ~' I' '"'~^ ''fsael) am C. of s, ~ca ant o 0 own Funding, Inc. Wtl11110 ta.sM.vw~ax~auui en~,NW.t iYrwN~wlwr, W,,p1.7Wr. YAhM~FwnM~ •M dNIWNITCR4RW70.Po A•77J MF7~ CORPORATE ~ 'SOLUTION TO BORROW / C aNT COLLATERAL References in the boxes above are fiat Lender's use only and do not IEmlt the epplicsbipty of this document to any particular ban ar item. Anv item above containing • • • • has been omittedd due to tastt length Iimltstiona. Lender: CENTRIC <9ANK, N.A. Corporation: Yorktown Futxling, tna. Harrisburg Offlae 1904 Femwood Avenue, Suite 302 Corporate Heedquartera Camp Hpl, PA 17x79 3801 Varian Way Hsrrialturg, PA 17110 {7171 BS7-7727 WE. THE UNDEA$1QNED, q0 HF.RF~Y CERTIFY THATs THE CORPORATION'S EXISTENCE. Tha complete and aarreat Hama of the Corporatlan ie Yorktown Funding, Ina. ("Corporation"1. Tha Corporation Ia a aorporatlon for profit which is, end at all Nmae shell be, duly organized, validly exietirq, and in good standing under and by virtue of the laws: of the Commonwealth of Pennaytvania. The Corparatbn ie duly authorized to traneeat buslneas In ail other stelae in which the Corporation k doing bsuinsss, having obtalrwd all necessary iipnge, gavernmantal poenasa and approvals for sash elate in which the Corporatlan Is doing business, Spealflcapy, the Corporetlon la, and at all times shah ba, duly quellfbd as a fatal@n corporation to ell stelae In which the failure to so qualify would have a material adverse effect on its business a flnanalal aandition. The Corporation has the full power and authority to own Ito properties and to tranaaat the buslrtssa In which h le presently engaged or presently proposes to engage. The Carporatlon maintalna ' an office at 1104 Fernwaad Avenue, Sulta 9D2, Camp Hlli, PA 17011, Unless the Corporation has designated otherwise in wrlNng, the prinalpel office le the offlca et which the Carporatlon keeps ke books end reaorda, The Corporation will notify Lender prior to any change in the loaatlon of the Corporation's state of organlzatlon or any change In the Corporotbn'a name. Ths Corporation shall do all things rteoeasary to preserve and to keep in full fares end effsat Ito exlatenae, rights and privilsgea, end shell comply with ell ra@uletions, rules, ordinenaea, statutes, orders and decraea of any governmental or quasi-governmental authority or court appllaebla io tlto Cnrpnratinn and the Corporation's business aativlNea. RESOLUTIONS AOOPT@D. At a meeting of the Directors of the Carporatlon, or if the Corporation le a ofoae oarparadon having no Board of Diractore then et a msatine of the Corporation's shareholders, duly celled and held on November 1, 2007, at which a quorum was present and voting, or by other duly authorized action In Ilan of a meeting, the rasolsstions set forth in this Resolution were adopted. OFFICERS. The fallowing named persona are offlaero of Yorktown Funding, NAMES TI President AUTHORIZED Gerald A. Kensinger Wppam C. Kailas Vice Prosldsnt Ina.. SIGNATURES .. , X :: {Seal) ACTIONS AUTHORIZED. Any two {2) of the authorized persona listed above may enter into any agreernente of any nature with Lender, end those agreements will hind the Corporation. 6pealflaally, but without pmitation, any two (2) of such authorized parsons are authorized, empowered, end directed to do the fallowing for end on behalf of the Corporation: Borrow Money. Ta borrow, as a assigner or otharwfse, from time to lima from Lander, on such terms as may be a@read upon between the Corporation and Lander, such sum or sums at money as in their judgment should be borrowed, without Ilmitatlon. Execute Notes. To axatxsta end deliver to tender the promissnry note ar notes, ar other evidence of the Corporation's credit ecoommodatksna, on Lender's forma, at auah rates of Interest and on such terms ea may be agreed upon, svldanaing the sums of money so borrowed or any of the Corporotion's lndabtedneae to Lander, end also to exaauta end dapvar to Lander one or more renewals, asdenstona, modfflaetians, reflnenainga, coneapdatiana, or substitutlona for one or moro of the notes, any portion of the notes, or any other evidence of credit acaommodetiana. Cirent t3ernrrhy. To mortgage, pledge, transfer, endorse, hypntheaate, or otharwlae enausnber and deliver to tender any property Haw ar hereaher belonging tv the Corporation or In which the Corporation now or hereafter may have an Interest, includin@ without limitation all of the Corporotlan's real property and all of the Corporation's personal property (tast@Ibla ar intonglblel, as security for the payment of arty loans or credit aocommodationa so obtained, arty promissory notes so executed ;Including any amendments to or modlfiaativns, renewals, and ssRansions of auah Promissory notes!, or any otiser ar further Indebtednraa of the Carporatlon to Lander at any time owing, however the same may be evidenced. Buoh property may be mortgaged, pk+dpad, tronaterrsd, endorsed, hypothecated or encumbered at the time such bans era obtained or such fndebtedneas Is incurred, or et any other time or times, and may be either In addition to or In Ileu of any property theretofore ntartgaged, pledged, transferred, endorsed, hypatheaated or encumbered. Execute Seoudty Documents. To execute and depver to Lender the forma of mart@age, dead of trust, pledge agreement, hypothecation agreement, and other security agreements and finanalrsg statements whlah Lender may require and which shell evidence the terms and condltlona under and pursuant to which auah liana and encumbroncea, or any of them, era given; end also to execute and deliver to Lender any other written lrtstrurrrsnta, any chattel paper, or any other smllateral, of any kind or naturo, whtah Lender may deem necasaery or proper in aonneatlon wtth ar pertaining to the giving of the hens and encumbrancae. Natwfthetanding the foregoing, any one of the above authorized persona may execute, deliver, or rarmrd financing statements. Negotiate Iterrsa. Ta draw, endorse, end discount whh tender all drafts, trade eoaeptanoea, promissory notes, or other evidences of indebtedness payable to sa• bafonging to the Carporatlon or in vehicle the Carporatlon may have an Intareat, and either to receive cash for the same or to aauea auah proceeds to be nredited to the Corporation's account with Lender, or to aeusa auah other dlaposltlon of the proceeds derived therefrom ea they may deem advisable. further Acts. In the case of lines of credit, to dsalgnats additional or alternate individuals ae being authorised to request advances under such pries, and In ap asses, to do and perform such other acts and thistgs, to pay any and all fees and costa, and to execute and deliver auah other doaumants and agreements, Including egreemestts confe:sing judgment agsinat the Corporation, as the officers may in titetr dlaaration deem reasonably neaesssry or proper in order to carry into affect the pravlatons of this Resolution. Tha fallowing parson or persona are authorized, sxaapt as provided in this paragraph, to request advances and authorize payments under the line of credit until Lender receives from the Corporatlan, at tender's address shown above, written notion of ravoaatlon of such authority, Qereld A. Kerteinger, Presldartt of Yorktown Funding, Ina.; end William C. Kolles, Vice Presidert of Yorktown Fundtnp, Inc. Advances will made upon wdtten request providing ail conditksna of advance hove been met. Each approval packet for each note ahNi include copies of assignment • CORPORA{ RESOLUTION TO BORROW / GR. 1T COLLATERAL Loa~t. No: 13189708 (Cotitlnued~ Page 2 agreement, aonaumer's loan approval, avmtrtitrnent, note, appralsai, tills aottunkmertt, mortgage end draw sohadu[s. Advances for each consumer are desardtad haratn as "notes" that ere tracked lndivldlrelly, as wep ae pan: of the tote! fealllty. Borrower ahstl agree that any individual notes outstanding under this Teollity shall not be issued for a term greater than 12 months, If the Hate is not paid off within 12 morrtlte. Tire Bank may choose to extend for an addfdonal 12•month period, if the reasons far axtenaton are acceptable to the Bank, Othsrwiae, Yorktown Funding, Ina. moat pay off the note. ASSUMED BUSINESS NAMES. Tha Corporatlon hen fNed or recorded ell daaumenta or fllinga required by law ralattng to ell assumed business names used by the Corporation. Exaluding the Hama of the Corporation, the folbwing Is a complete Ilat of all assumed business names under whloh the Corporatiart does business: Nana. NOTICES TO L>=NDER. The Corporation will promptly notify Lander In wrhinp et Lender's address shown above (or such other addresses ea Lender may designate from time to time) prior to any (AI ahanga in the Corporation's Hama; {al change In the Ctirparation's assumed business Hama{s!; iC! change in the management of the Corporatlon; (OI ahanga in the authorized signarisl; (EI ahanga in the Corporation's prynalpel offlas address; IF) change In the Corparatian'a state of argattizetian; {c31 aonvarslon of the Corporatlon to a new or different type of bua(nees rntity; ar IH! change In any other eapeat of the Corporation that directly or indirectly relates to any egresmenUr between ttte Corporatlon and Lender. No change in the Corporation's name or state of organization will take effect until after Lander has received notice. CERTIFICATION CDNCERNINO OFFICERS ANO RE50LUTION8. Tha officers named above era duly elected, appointed, or employed by or for the Corporatlon, es the aeae may be, end oaaupy the poshlone sat opposite their respeativa Homes. Thla Reaolutbn Haw atetxia of record on the books of the Corporatbn, is in full force end effect, end has not bean modiflad or revoked 1n any manner whatsoever. NO CORPORATE SEAL. The Corporation has no wrporate seal, and therefore, na seal Is affixed to this Resolution. CONTFNUK11t3 VALIDITY. Any end ell eats authorised pursuant to hereby ratified and approved. This Resolution shall be continuing, notice of its rovoaatlon shall have bean delivered to and raoeivad by designate from time to time). Any such nattca shall not afferrt any is gWan. this Resolutbn and parfartned prior to the paasega of this Resolution era shall remain in full force and affect and Lander may rely on ft until written Lander at Lendar'a address shown above for euah addressee as Lander may of the Corporation's agreements or aammltmente in affect at the time Wallas IN TESTIMONY WHEREOF, we have hereunto eat our hand and attestlhet the aignmuraa set opposite the Women Noted above era thak genuine sipnaturea. We each have reed all the provisions of this Resolution, end wa each personally and on behalf of the Corporatbn carUty that all atetamenta and rapresentatlane made In this Rasoiutlon ere true and oorrect. This Corporate ftesoitrtlan to Sorrow 1 Qrant Collateral la dated November 7, 2D07. THIS RESOLUTION 13 l3JVEN UNDER SEAL AND IT l5 INTENDED THAT THIS AE50LUTIDN 1S AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A 8EALED INSTRUMENT ACCORDINti TO LAW. CERTIFIE O AND TTESTED BY: NOTE; II the ariku/ aipnlnq thh RtwlutltM as d//Ipttoted by ttu rorayoMte dtoattttont tr on/ of the oifltxa wthorixad to am on the Cctgtretlon'a bahaa, It Ic advisable to hove thlo flsadutlon slp,wd bV at hwot ono nat~aahorhatl oltlar a1 dr Cmporetlon. LAOel r,l6L,rMq Yw.Wa.,ao01 CN.~•NMnJ t~~a„nwu. W. 10/f.7Wb AM My.„M.rt,M. •MC,aMaaU/LtMltlW:14rC 1x•777 l11•S/ Lean P. Halter, Esquire PA I.D. No. 15700 Purcell, Krug & Haller 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 phaller(~i,pkh.com CENTRIC BANK, N.A. IN THE COURT OF COMMON PLEAS PLAINTIFF DAUPHIN COUNTY, PENNSYLVANIA ~S. ~ a o t o C~ 3~~-q ti~ NO. CONFESSION OF JUDGMENT WILLIAM C. KOLLAS AND GERALD R. KENSINGER, DEFENDANTS . CERTIFICATE OF ADDRESSES I hereby certify that the precise addresses of the parties to this action are as follows; PLAINTIFF CENTRIC BANK, N.A. 4320 Linglestown Road Harrisburg, PA 17112 DEFENDANTS William C. Koilas 850 Kiehl Drive Lemoyne, PA 17043 Gerald R, Kensinger 4044 Avon Drive Harrisburg, PA 17112. ~' ~~'lrL Dated: Respectfully submitted, PURCELL, & LLER By_ '"r Leon P. Haller PA I.D. 15700 Attorney for Plaintiff, Centric Bank 1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 CENTRIC BANK, N.A., Plaintiff WILLIAM C. KOLLAS and GERALD KENSINGER, Defendants TO: Markian R. Slobodian :IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA Law Offices of Markian Slobodian 801 North Second Street Harrisburg, PA 17102 Counsel for William C. Kollas and Gerald Kensinger NOTICE Pursuant to Pa.R.C.P. 236, you are hereby notified that judgment has been entered against William C. Kollas and Gerald Kensinger in the above-captioned matter. Prothonotary Date: a /3 oZo13 ANK, N.A., :IN THE COURT OF UNMY OENN yLVANIA CENTRIC B :CUMBERLAND CO Plaintiff ,:NO. l3 - 737 Civ~ I ~Grrn WILLIAM C. KOLLAS and GERALD KENSINGER, Defendants CERTIFICATE OF SERVICE certif that on the 8t" day of February, 2013, I I, L. Renee Lieux, Esquire, do hereby y true and correct copy of the foregoing Praecipe to Transfer and Enter Judgment to be caused a ed u on the following individual by depositing same in the United States Postage Service, serv p Hill, Pennsylvania. first class mail, postage prepaid, in Camp Markian R. Slobodian Law Offices of Markian Slobodian 801 North Second Street Harrisburg, PA 17102 Respectfully submitted, Bybel Rutledge LLP By ~ L. Renee Lieux, Esquire Attorney I.D. No. 84906 CENTRIC BANK, N.A., IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA NO. 13 -737 CIVIL TERM WILLIAM C. KOLLAS and GERALD R. KENSINGER, Defendants rn ,� _. PRAECIPE TO SATISFY JUDGMENT AGAINST WILLIAM C. KOLL c:-.; -„ xc �, To the Prothonotary: Please mark the record and judgment as to William C. Kollas as settled, satisfied, and discontinued. Please Note: The record and judgment as to Gerald R. Kensinger is still open and outstanding. Dated: NAL, / r W 1 V Bv• L. enee Lieux, Esquire Attorney I.D. No. 84906 Bybel Rutledge LLP 1017 Mumma Road, Suite 302 Lemoyne, PA 17043 717 - 731 -8303 Attorney for Plaintiff a, _vac) 50-pdat ei# (fr./ wo,