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HomeMy WebLinkAbout13-5212 Supreme C o `Pennsylvania Coul'��� C0�[ri11I0 .Pleas For Prothonotary Use Only: Civil J over Sheet f g , J e Docket No: cuYbeIand�""- County The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the fili and service of pleadings or oth er papers as required by law or rules of court. Commencement of Action: S I@ Complaint 0 Writ of Summons Petition [3 Transfer from Another Jurisdiction Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: Daniel L. Slantis, Jr. and James R. Tenetylo Judy Nawa, Michael Nawa & Asphalt Maintenance T Dollar Amount Requested: D within arbitration limits I Are money damages requested? El Yes 0 No (check one) ©X outside arbitration limits 0 N Is this a Class Action Suit? 0 Yes xi No Is this an MDJAppeal? 0 Yes 0 No A, Name of Plaintiff /Appellant's Attorney: David A. Baric, Esquire ® Check here if you have no attorney (are a Self- Represented JPro Sep Litigant) Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS El Intentional 0 Buyer Plaintiff Administrative Agencies El Malicious Prosecution El Debt Collection: Credit Card © Board of Assessment Q Motor Vehicle 23 Debt Collection: Other Board of Elections Nuisance money owed under Dept. of Transportation 0 Premises Liability Term Note obligation 0 Statutory Appeal: Other S 0 Product Liability (does not include © Employment Dispute: mass tort) E Slander/Libel /Defamation Discrimination C 0 Other: 0 Employment Dispute: Other 0 Zoning Board T , Q Other: I Other: O MASS TORT El Asbestos N p Tobacco 0 Toxic Tort - DES D Toxic Tort - Implant REAL PROPERTY MISCELLANEOUS 0 Toxic Waste 0 Ejectment 0 Common Law /Statutory Arbitration B [3 Other: 0 Eminent Domain /Condemnation [] Declaratory Judgment D Ground Rent D Mandamus 0 Landlord/Tenant Dispute 0 Non - Domestic Relations D Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY r Mortgage Foreclosure: Commercial El Quo Warranto D Dental D Partition D Replevin [] Legal 0 Quiet Title Other: Q Medical D Other: �] Other Professional: Updated 1/1/2011 DANIEL L. SLANTIS, JR. and IN THE COURT OF COMMON PLEAS OF JAMES R. TENETYLO, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs C-) , V. : NO. 2013 -'�_g.( CIVIL TERM mCD rn m M--- . JUDY NAWA, MICHAEL NAWA CIVIL ACTION -LAW ASPHALT MAINTENANCE,. SOLUTIONS OF CENTRAL PA, INC., a Defendants NOTICE TO DEFEND You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and notice are served, by entering a written appearance personally or by an attorney and filing in writing with the court your defenses: or objections to the claims set forth against. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 (717) 249 -3166 s P C� 4 P-4 A95;9q DANIEL L. SLANTIS, JR. and IN THE COURT OF COMMON PLEAS OF JAMES R. TENETYLO, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. NO. 2013 - 57a.1� -CIVIL TERM JUDY NAWA, MICHAEL NAWA CIVIL ACTION -LAW ASPHALT MAINTENANCE SOLUTIONS OF CENTRAL PA, INC., Defendants COMPLAINT NOW, comes Plaintiffs, Daniel L. Slantis, Jr. and James R. Tenetylo, by and through their attorneys, BARIC SCHERER LLC, and files the within complaint and, in support thereof, sets forth the following: 1. Plaintiff, Daniel L. Slantis, Jr., is an adult individual with a residence address of 2207 S.W. 52nd Street, Cape Coral, Florida 33914. 2. Plaintiff, James R. Tenetylo, is an adult individual with a residence address of 1033 Country Club Road, Camp Hill, Cumberland County, Pennsylvania 17011. 3. Defendant, Judy Nawa, is an adult individual with a residence address of 222 Stony Point Avenue, Shippensburg, Cumberland County, Pennsylvania 17257. 4. Defendant, Michael Nawa, is an adult individual with a residence address of 222 Stony Point Avenue, Shippensburg, Cumberland County, Pennsylvania 17257. 5. Defendant, Asphalt Maintenance Solutions Of Central PA, Inc., ( "Asphalt Maintenance Solutions ") is a Pennsylvania corporation with a principal business address of 8 Everlast Drive, Newville, Cumberland County, Pennsylvania 17241. 6. On or about January 1, 2013, Judy Nawa made, executed and delivered the same day to Daniel L. Slantis, Jr. and James R. Tenetylo in the original principal sum of twenty -one thousand two hundred sixty -one and 76/100 ($21,261.76) dollars a written Term Note. 7. A true and correct copy of the Term Note is attached hereto as Exhibit "A" and is incorporated by reference. 8. Defendant, Judy Nawa, has defaulted under the terms and conditions of the Term Note by failing to make payment of principal and interest for the payments due for January 31, 2013 and every month thereafter. 9. Under the terms of the Term Note, if any monthly payment of principal, and interest is not made when due or any other obligation of the Term Note is not met, then the entire .indebtedness owing on the Term Note shall become due and payable immediately at the declaration of the Plaintiffs. 10. On or about November 13, 2010, Defendant, Michael Nawa, executed and delivered to Daniel L. Slantis, Jr. and James R. Tenetylo a Continuing Guaranty ( "Continuing Guaranty V) wherein Michael Nawa agreed to and did guaranty repayment of any obligation executed by Judy Nawa. 11. A true and correct copy of the Continuing Guaranty 1 is attached hereto and incorporated by reference hereto as Exhibit `B." 12. On or about November 13, 2010, Judy Nawa in her capacity as President of Asphalt Maintenance Solutions of Central PA, Inc., executed and delivered to Daniel L. Slantis, Jr. and James R. Tenetylo a Continuing Guaranty ( "Continuing Guaranty 2 ") wherein Judy Nawa in her capacity as President of Asphalt Maintenance Solutions of Central PA, Inc. did guaranty repayment of the Term Note. 13. A true and correct copy of Continuing Guaranty 2 is attached hereto and incorporated by reference hereto as Exhibit "C." 14. The Term Note and Continuing Guarantees all provide for the recovery of attorney fees and costs incurred by Plaintiffs to collect the debts due and owing. The following are presently due under the Term Note: Principal and interest to 08/01/13 $24,402.39 Attorney fees $ 4,500.00 TOTAL: $28,902.39 COUNT BREACH OF CONTRACT DANIEL L. SLANTIS, JR. AND JAMES R. TENETYLO v. JUDY NAWA, MICHAEL NAWA AND ASPHALT MAINTENANCE SOLUTIONS OF CENTRAL PA, INC. 15. Plaintiff incorporates by reference paragraphs one (1) through fourteen (14) as though set forth at length. 16. Judy Nawa has breached the Term Note by failing and refusing to pay the amounts due thereunder. 17. Michael Nawa and Asphalt Maintenance Solutions Of Central Pa, Inc. have breached the Continuing Guarantees by failing and refusing to pay the amounts due thereunder. 18. All conditions precedent to recovery have been fulfilled. 19. As a direct and proximate result of the breaches of the Defendants, Daniel L. Slantis, Jr. and James R. Tenetylo have incurred damages of $27,007.24 and these damages will continue to accrue. WHEREFORE, Plaintiffs request judgment in their favor and against Defendants for the sum of $27,007.24 plus additional interest, costs, expenses and attorney fees all in an amount in excess of the limits requiring compulsory arbitration. Respectfully submitted, BARIC SCHERER LLC � � J David A. Baric, Esquire ID #44853 19 West South Street Carlisle, Pennsylvania 17013 (717) 249 -6873 Attorney for Plaintiffs } VERIFICATION The statements in the foregoing Complaint are based upon information which has been assembled by my attorney in this litigation. The language of the statements is not my own. I have read the statements; and to the extent that they are based upon information which I have given to my counsel, they are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsifications to authorities. DATE: Daniel L. Slantis, Jr. r VERIFICATION The statements in the foregoing Complaint are based upon information which has been assembled by my attorney in this litigation. The language of the statements is not my own. I have read the statements; and to the extent that they are based upon information which I have given to my counsel, they are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsifications to authorities. DATE: �(0 James Tenetylo TERM NOTE January 1, 2013 $21,261.76 BORROWER: JUDY NAWA, an adult individual, of 8 Everlast Drive, Newville, Pennsylvania 17241. LENDER: DANIEL L. SLANTIS, JR., of Cape Coral, Florida 33914, and JAMES R. TENETYLO, of Camp Hill, Pennsylvania 17011. Definitions. The following terms shall have the indicated meanings in this Note: "Corporate Guarantor" shall mean Asphalt Maintenance Solutions of Central PA, Inc. "Maturity Date" shall mean June 30, 2013. "Principal Sum" shall mean $21,261.76. Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, and all Expenses (defined below). Interest. The unpaid Principal Sum shall accrue interest each day from and including January 1, 2013, to, but not including, the date all amounts hereunder are paid in full, at a per annum rate of 10 %. Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to ten (10) percent (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender as follows: On January 31, 2013, and on or before the last day of each month thereafter until the Maturity Date, Borrower shall make minimum payments of $3,000.00 (half of the monthly payment shall be made payable to each of the Lenders), with the balance of the Principal Sum and interest due on or before the Maturity Date. Late Charge. If Borrower fails to pay, within ten (10) days of its due date, any amount due and owing pursuant to this Note or any other agreement executed and delivered in connection with this Note, Borrower shall immediately pay to the Lender a late charge equal to fifteen percent (15 %) of the delinquent amount. Application of Payments. Payments may be applied in any order at the sole discretion of the Lender. EXHIBIT "A" Prepayment. During the term of this Note, Borrower shall have the option of paying the Principal Sum, plus interest, to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time Business Purpose. Borrower represents and warrants that the indebtedness evidenced by this Note is for a business purpose. Events of Default; Acceleration. This Note is secured by the Mortgage and the Lender is entitled to the benefits thereof. Any Event of Default (as defined in the Mortgage) is an "Event of Default" under this Note, including, without limitation, Borrower's breach of any obligation hereunder. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary; (b) at the sole option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue and be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full. Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses "). Miscellaneous. This Note and any other document required to be executed by Borrower or any guarantor or other party in connection with the transaction contemplated hereby constitute the entire agreement and understanding between the parties hereto with respect to such transaction and supersedes all prior negotiations, courses of dealing, understandings, and agreements between such parties with respect to such transactions. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy of the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. 2 Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender. Governing Law and Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF CUMBERLAND COUNTY, PENNSYLVANIA; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10 %) OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES 3 r OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HE E UNDIMINISHED A AND 9 VOIDABLE, OR VOID, BUT THE POWER SHALL CON INU IT MAY BE EXERCISED FROM TIME TO ELECT UNTIL SUCH TIME AS THE LEN DER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. Amended and Restated Note. The Borrower acknowledges, agrees and understands that this Note is given in replacement of and in substitution for, but not in payment of, a prior note dated October 18, 2010, in the original principal amount of $165,000.00, given by Borrower in favor of the Lender, as the same may have been amended or modified from time to time ( "Prior Note "), and further, that: (a) the obligations of the Borrower as evidenced by the Prior Note shall continue in full force and effect, as amended and restated by this Note, all of such obligations being hereby ratified and confirmed by the Borrower; (b) any and all liens, pledges, assignments and security interests securing the Borrower's obligations under the Prior Note shall continue in full force and effect, are hereby ratified and confirmed by the Borrower, and are hereby acknowledged by the Borrower to secure, among other things, all of the Borrower's obligations to the Lender under this Note, with the same priority, operation and effect as that relating to the obligations under the Prior Note; and (c) nothing herein contained shall be construed to extinguish, release, or discharge, or constitute, create, or effect a novation of, or an agreement to extinguish, the obligations of the Borrower with respect to the indebtedness originally described in the Prior Note or any of the liens, pledges, assignments and security interests securing such obligations. Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. Witness: BORROWER: . /(/ -----(Seal) dy Na a ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) . SS. COUNTY OF j �VY�I e� l /� �? ) On the day of C f.�2L , in the year 2013, before me, the undersigned, a Notary Public in and for said Commonwealthi personally appeared JUDY NAWA, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrumen ,the individual, or rson upon behalf of which the individual acted, executed the in t ent. COMMONWEACi H UF PE :� , ���awh (, )� NOTAMAL SEAL Notary Public PAMELA A. SINITALSKI, Notary Public Boro of Shipper. ��rg, Cumbnr!and County My Co me: ssic; i �-::;pires P:tarch 24, 2014 CONTINUING GUARANTY GUARANTOR: Michael Nawa 8 Everlast Drive Newville, PA 17241 BORROWER: Judy Nawa 8 Everlast Drive Newville, PA 17241 LENDER: Daniel L. Slantis, Jr., and James R. Tenetylo 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Lender when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Lender now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expegses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) are pursuant to a guaranty or surety in favor of the Lender; (iii) were originally contracted with the Lender or with another party (including obligations under a guaranty or surety originally in favor of such other party); (iv) are contracted by Borrower alone or jointly with one or more other parties; (v) are or are not evidenced by a writing; (vi) are renewed, replaced, modified or extended; and (vii) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Lender or collateral held by the Lender therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Lender can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for. this Guaranty and acknowledges that the Lender is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount. 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Lender; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Lender or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or EXHIBIT "B" continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of - "Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Lender or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Lender's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Lender upon this Guaranty; and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Lender's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Lender, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof;(ii) to accept and hold collateral from any party for the payment of the any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Lender, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Lender's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Lender) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until actual receipt by the Lender officer responsible for Borrower's relationship with the Lender of written notice of Guarantor's intent to terminate (or Guarantor's death or incapacity) plus the lapse of a reasonable time for the Lender to act on such notice (the "Receipt of Notice "); provided, however, this Guaranty shall remain in full force and effect thereafter until all Obligations outstanding, or contracted or committed for (whether or not outstanding), before such Receipt of Notice by the Lender, and any extensions, renewals or 2 replacements thereof (whether made before or after such Receipt of Notice), together with interest accruing thereon after such Receipt of Notice, shall be finally and irrevocably paid in full. Discontinuance of this Guaranty as to one Guarantor shall not operate as a discontinuance hereof as to any other Guarantor. Payment of all of the Obligations from time to time shall not operate as a discontinuance of this Guaranty, unless a Receipt of Notice as provided above has been received by the Lender. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Lender on the Obligations, or the Lender receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Lender in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Lender against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Lender against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Lender on demand for all the Lender's expenses, damages and losses of any kind or nature, lu without al actual attorneys' fees and disbursements whethe r for internal or external counsel incurred by the Lender attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior r agraph, or for any other purpose related to the Obligations (collectively, "Expenses "). Expenses will ae interest at the highest default rate in any instrument evidencing the Obligations until payment is _,"Ily received by the Lender. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Lender in form satisfactory to the Lender. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as iisclosed to the Lender in such statements. Guarantor warrants that all information Guarantor gives to the Lender at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Lender officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Lender, Guarantor hereby grants to the Lender a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Lender or its affiliates including without limitation all deposits and other accounts owing at any time by the Lender or any of its affiliates in any capacity to Guarantor in any capacity (collectively, "Property"). The Lender shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Lender. Such set -off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so. The Lender shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 3 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Lender; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Lender. This Guaranty may be assigned by the Lender, shall inure to the benefit of the Lender and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Lender herein in connection with the assignment or granting of a participation by the Lender in the Obligations or any part thereof. All rights and remedies of the Lender are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Lender by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Lender of any right or remedy shall preclude exercise by the Lender at any time at its sole option of the same or any other right or remedy of the Lender without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Lender including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Lender or usage of trade shall operate as a waiver of any right or remedy of the Lender. No waiver or amendment of any right or remedy of the Lender or release by the Lender shall be effective unless made specifically in writing by the Lender. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Lender's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Lender may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Lender's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Lender by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Lender need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized 4 overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Lender. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10 %) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL 5 SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Micha Nawa Dated: Ab L, 2010 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) SS. COUNTY OF Lro Ina rl Ar) d ) av On the �5_ day of , in the year 2010, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared Michael Nawa, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) w ose e(s) is (are) subscribed to the within instrument and acknowledged to me that he /she /they execute the s e in his/her /their capacity(ies), and that by his/her /their signature(s) on the instrument, thejmv?idual s) , or the rson upon behalf of which the individual(s) acted, executed the instrument. tary Public MMONWEALTH OF PENNSYLVANI NOTARIAL SEAL PAMELA A. SWITALSKI, Notary Public Boro of Shippensburg, Cumberland County My Commission Expires March 24, 2014 F TILES\Clients \14070 Sinn[is & Tenetylo \14070.I.Guamty 6 CONTINUING GUARANTY GUARANTOR: Asphalt Maintenance Solutions of Central PA, Inc., a Pennsylvania corporation 2015 Valley Road Enola, PA 17025 BORROWER: Judy Nawa 8 Everlast Drive Newville, PA 17241 LENDER: Daniel L. Slantis, Jr., and James R. Tenetylo 1. Guaranty. (a) Guarantor, intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Lender when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations, indebtedness and other liabilities of Borrower to the Lender now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such obligations, indebtedness and other liabilities (i) are direct, contingent, liquidated, unliquidated, secured, unsecured, matured or unmatured; (ii) are pursuant to a guaranty or surety in favor of the Lender; (iii) were originally contracted with the Lender or with another party (including obligations under a guaranty or surety originally in favor of such other party); (iv) are contracted by Borrower alone or jointly with one or more other parties; (v) are or are not evidenced by a writing; (vi) are renewed, replaced, modified or extended; and (vii) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will pay or perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited), independent of, in addition and without modification to, and does not impair or in any way affect, any other guaranty, indorsement, or other agreement in connection with the Obligations, or in connection with any other indebtedness or liability to the Lender or collateral held by the Lender therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor understands that the Lender can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Lender is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension, modification or replacement of, or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets, or other valuable consideration. 2. Continuing, Absolute, Unconditional. This Guaranty is irrevocable, absolute, continuing, unconditional and general without any limitation. This Guaranty is unlimited in amount. 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any of the following, all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower or that of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Lender; (iii) any adjustment, compromise or release of any Obligations of Borrower, by the Lender or any other party; the existence or nonexistence or order of any filings, exchanges, releases, impairment or sale of, or failure to perfect or EXHIBIT "C" continue the perfection of a security interest in any collateral for the Obligations, (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral; (v) any fictitiousness, incorrectness, invalidity or unenforceability, for any reason, of any instrument or other agreement which may evidence any Obligation; (vi) any composition, extension, stay or other statutory relief granted to Borrower including, without limitation, the expiration of the period of any statute of limitations with respect to any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure of the Lender or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Lender's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obligations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance, assent and all rights of notice or demand including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest, notice ofprotest and demand for payment; (iii) notice that any Obligations has been incurred or of the reliance by the Lender upon this Guaranty, and (iv) any other notice, demand or condition to which Guarantor might otherwise be entitled prior to the Lender's reliance on or enforcement of this Guaranty. Guarantor further authorizes the Lender, without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder, from time to time: (i) to renew, refinance, modify, subordinate, extend, increase, accelerate, or otherwise change the time for payment of, the terms of or the interest on the Obligations or any part thereof;(ii) to accept and hold collateral from any party for the payment of the any or all of the Obligations, and to exchange, enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations, and to enforce or refrain from enforcing, or compromise or modify, the terms of any obligation of any such indorser, guarantor or party; (v) to dispose of any and all collateral securing the Obligations in any manner as the Lender, in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Lender's sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits, if any, to be made on all or any part of the Obligations including, without limitation, if this Guaranty is limited in amount, to make any such application to Obligations, if any, in excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives, without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Lender) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until actual receipt by the Lender officer responsible for Borrower's relationship with the Lender of written notice of Guarantor's intent to terminate (or Guarantor's death or incapacity) plus the lapse of a reasonable time for the Lender to act on such notice (the "Receipt of Notice "); provided, however, this Guaranty shall remain in full force and effect thereafter until all Obligations outstanding, or contracted or committed for (whether or not outstanding), before such Receipt of Notice by the Lender, and any extensions, renewals - or 2 replacements thereof (whether made before or after such Receipt of Notice), together with interest accruing thereon after such Receipt of Notice, shall be finally and irrevocably paid in full. Discontinuance of this Guaranty as to one Guarantor shall not operate as a discontinuance hereof as to any other Guarantor. Payment of all of the Obligations from time to time shall not operate as a discontinuance of this Guaranty, unless a Receipt of Notice as provided above has been received by the Lender. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Lender on the Obligations, or the Lender receives any proceeds of collateral to be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred, notwithstanding any contrary action which may have been taken by the Lender in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned, the statute of limitations shall start anew with respect to any action or proceeding by the Lender against Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by Borrower or any third party, of any portion of the Obligations, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Lender against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Lender on demand for all the Lender's expenses, damages and losses of any kind or nature, including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Lender in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize on any collateral, defense of any action under the prior paragraph, or for any other purpose related to the Obligations (collectively, "Expenses "). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Lender. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any other financial information requested by the Lender in form satisfactory to the Lender. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Lender in such statements. Guarantor warrants that all information Guarantor gives to the Lender at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Lender officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Lender, Guarantor hereby grants to the Lender a security interest in all money, securities and other property of Guarantor in the actual or constructive possession or control of the Lender or its affiliates including without limitation all deposits and other accounts owing at any time by the Lender or any of its affiliates in any capacity to Guarantor in any capacity (collectively, "Property"). The Lender shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Lender. Such set -off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so. The Lender shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code, as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time, as of the date of this Guaranty in addition to those under this Guaranty and other applicable law and agreements. 3 8. No Transfer of Assets. Guarantor shall not transfer, reinvest or otherwise dispose of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Lender; Miscellaneous. This Guaranty is intended by Guarantor to be the final, complete and exclusive expression of the agreement between Guarantor and the Lender. This Guaranty may be assigned by the Lender, shall inure to the benefit of the Lender and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Lender herein in connection with the assignment or granting of a participation by the Lender in the Obligations or any part thereof. All rights and remedies of the Lender are cumulative, and no such right or remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Lender by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Lender of any right or remedy shall preclude exercise by the Lender at any time at its sole option of the same or any other right or remedy of the Lender without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation of the Lender including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct, no oral agreement or representation made by the Lender or usage of trade shall operate as a waiver of any right or remedy of the Lender. No waiver or amendment of any right or remedy of the Lender or release by the Lender shall be effective unless made specifically in writing by the Lender. Each provision of this Guaranty shall be interpreted as consistent with existing law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that in any legal proceeding, a copy of this Guaranty kept in the Lender's course of business maybe admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. If this Guaranty is limited pursuant to Paragraph 2 hereof, until the Obligations are indefeasibly paid in full, the Guaranteed Amount shall not be reduced in any manner whatsoever by any amounts which the Lender may realize before or after maturity of the Obligations (by acceleration, demand or otherwise), as a result of payments made by or on behalf of Borrower or by or on behalf of any other person or entity other than Guarantor primarily or secondarily liable for the Obligations or any part thereof, or otherwise credited to Borrower or such person or entity, or as a result of the exercise of the Lender's rights with respect to any collateral for the Obligations or any part thereof. Payments made to the Lender by Guarantor (other than, directly or indirectly, from collateral or other persons or entities liable for any portion of the Obligations) after maturity of the Obligations, by acceleration or otherwise, shall reduce the Guaranteed Amount. 10. Joint and Several. If there is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor also agrees that the Lender need not seek payment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations hereunder are separate and independent of Borrower's, and a separate action may be brought against Guarantor whether or not action is brought or joined against or with Borrower or any other party. 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized 4 overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Guarantor and the Lender. 12. Governing Law and Jurisdiction. This Guaranty has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Guaranty will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Guarantor acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Guarantor. Guarantor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10 %) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL 5 SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER 15. Guarantor acknowledges that it has read and understands all the provisions of this Guaranty, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. GUARANTOR: Asphalt Maintenance Solutions of Central PA, Inc. By: - . J y Nawa, President Dated: 1'3, 2010 ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) : SS. COUNTY OF D c lan A ) On the I !) day of4va in the year 2010, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared Judy Nawa, President, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he /she /they ec id ed the same in his/her /their capacity(ies), and that by his/her /their signature(s) on the instrument, the ' div al(s), or the perso upon behalf of which the individual(s) acted, executed the instrument. n� Not Public cOMMON VVEALTH OF PENNSYLV NOTARIAL SEAL PAMELA A. SWITALSKI, Notary Public Born of Shippensburg, Cumberland County My Commission Expires March 24, 2014 FAFILES\Clients\I4070 Slantis & Tenetyl0 \I4070.I.Guaranty.Corp 6 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny RAnderson �� ~ ^ Sheriff . | �� PRO (HONOTAR4 ( JndyS Smith �Q2 OCT ~3 PM �� �� Chief Deputy - �- ~ �D��A�� �Y R�hmmdVVStewart °����a�� ~ ' . Solicitor OF�F/CG OFne�WER.pp PENNSYLVANIA Daniel L S|antia. Jr. VS. Case Number Judy Nmwo(et o|. |) | 2013'5212 SHERIFF'S RETURN OF SERVICE 09/05/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states hm made diligent search and inquiry for the within named Defendant to wit: Judy Nown. but was unable to locate the Defendant in the Sheriffs bailiwick,The Sheriff therefore deputizes the Sheriff of Franklin, Pennsylvania to serve the within Complaint&Notice according bx law. 09/05/2013 Sheriff Ronny R Anderoon, being duly sworn according to|ew, states he made diligent search and inquiry / for the within named Defendant to wit: Michael Nawa, but was unable to locate the Defendant in the Sheriff's bailiwick. The Sheriff therefore deputizes the Sheriff of Franklin, Pennsylvania to serve the within Complaint&Notice according bn law. 09113/2013 09:34 AM-The requested Complaint& Notice served by the Sheriff of Franklin County upon Judy Nawa, personally, at Franklin County Sheriffs Office, 157 Lincoln Way East, Chambersburg, PA 17201. Dane Anthony, Sheriff, Return of Service attached to and made part of the within record. � 09/13/2013 11:39 AM'Deputy Shawn GutmhaU, being duly ovmonn according to|ew, served the requested Complaint& / Notice byhanding a true copy to a person representing themselves to be Michael Nawa-Vice President, who accepted as"Adult Person in Charge'for Asphalt Maintenance Solutions of Central PA. Inc. at 8 ' Evedaat Ohve, Upper KAifUin, Nevm/iUa, PA 17241. 0% 09/27/2013 O8:34AM-The requested Comp|airt&Notice served by the Sheriff of Franklin County upon Michael Nawo, personally, od Franklin County Sheriffs Office, 157 Lincoln Way East, Chambersburg, PA 17201 Dane Anthony, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: *83.02 SO ANSWERS, September 27, 2013 RDNPrYR ANDERSON, SHERIFF wo=*SulmoWff,roleoso^Inc. SHERIFF' S RETURN - REGULAR CASE NO: 2013-00284 T COMMONWEALTH OF PENNSYLVANIA: COUNTY OF FRANKLIN DANIEL L SLANTIS JR VS JUDY AND MICHAEL NAWA MICHAEL L COX Deputy Sheriff of FRANKLIN County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT was served upon NAWA MICHAEL the DEFENDANT at 0934 : 00�Hhoe�u[�r,, on the 13th day of September, 2013 a t -2= � P63�dC�4E— / ` &ALM csM�� r ` by handing to MICHAEL NAWA a true and attested copy of COMPLAINT together with and at the same time directing His attention to the contents thereof . Sheriff ' s Costs : So Answers : Docketing . 00 Service . 00 MICHAEL L COX Affidavit . 00 Surcharge . 00 By . 00 Deputy Sheriff . 00 09/24/2013 BARIC SCHERER LLC Sworn and Subscribed to before me this 5f — day of COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL oZd� A.D. RICHARD D. McCARTY, Notary Public Chambersburg Boro., Franklin County My Commission Expires Jan. 29, 2015 Notary SHERIFF' S RETURN - REGULAR CASE NO: 2013-00284 T COMMONWEALTH OF PENNSYLVANIA: COUNTY OF FRANKLIN DANIEL L SLANTIS JR VS JUDY AND MICHAEL NAWA MICHAEL L COX Deputy Sheriff of FRANKLIN County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT was served upon NAWA JUDY the DEFENDANT at 09_5� Hour, on the 13th day of September, 2013 at 2� AW�� /S-7 &.fi , A /yac l by handing to JUDY NAWA a true and attested copy of COMPLAINT together with and at the same time directing Her attention to the contents thereof . Sheriff ' s Costs : So Answers : Docketing . 00 Service . 00 MICHAEL L COX Affidavit . 00 Surcharge . 00 By . 00 Deputy Sheriff . 00 09/24/2013 BARIC SCHERER LLC Sworn and Subscribed to before me this CA111`. day of COMMONWEALTH OF FIDENNSYLVANIA A.D. NOTARIAL SEAL RICHARD D. McCARTY, Notary Public Chambersburg Boro., Franklin County 2015 Notar My Commission Expires Jan. 29, y � r f DANIEL L. SLANTIS, JR. and IN THE COURT OF COMMON PLEAS OF JAMES R. TENETYLO, CUMBERLAND COUNTY, PENNSYLVANIA Plaintiffs V. NO. 2013-5212 CIVIL TERM JUDY NAWA, MICHAEL NAWA CIVIL ACTION-LAW ASPHALT MAINTENANCE SOLUTIONS OF CENTRAL PA, INC., Defendants 3 PRAECIPE TO DISCONTINUE TO THE PROTHONOTARY: Kindly mark the above-captioned action as discontinued with prejudice. Respectfully submitted, BARIC SCHE R LLC David A. Baric, Esquire I.D. #44853 Date: November 21, 2013 19 West South Street Carlisle, PA 17013 (717) 249-6873 Attorney for Plaintiffs ; .per `-J, MCC; M- CD CD - CO 1 CERTIFICATE OF SERVICE I hereby certify that on November 21, 2013, I, David A. Baric, Esquire of Baric Scherer LLC, did serve a copy of the Praecipe To Discontinue, by first class U.S. mail, postage prepaid, to the parties listed below, as follows: Asphalt Maintenance Solutions of Central PA, Inc. 8 Everlast Drive Newville, Pennsylvania 17241 Judy Nawa Michael Nawa 222 Stony Point Avenue 222 Stony Point Avenue Shippensburg, Pennsylvania 17257 Shippensburg, Pennsylvania 17257 / J David A. Baric, Esquire