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HomeMy WebLinkAbout14-0790 INTEGRITY IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, P NNSYLVANIA 1 �l- V. NO. f U! � CAPITOL PROPERTY MANAGEMENT,' INC., LEXINGTON HOTEL GROUP, LP, and ERIC J. DESROSIERS Defendants : CIVIL ACTION - LAW - v C -, zx 22 = C:) �. . CONFESSION OF JUDGMENT Pursuant to the authority contained in the Note attached as Exhibit A to the Complaint and pursuant to the authority contained in the Guarantees attached as Exhibit C to the Complaint filed in the above captioned case, we appear for Defendants, Capitol Property Management, Inc., Lexington Hotel Group, LP and Eric J. Desrosiers, jointly and severally, and confess judgment against them in favor of Plaintiff, Integrity Bank, as follows: Principal: $609,477.00 Accrued Interest: $ 19,402.84 Late Fees $ 4,254.21 Other Fees $ 90.50 Attorney's Fees 0 0% commission): $ 60,947.70 Total: $694,172.25* *along with interest accruing at the current per diem rate of $101.410200833 from January 3, 2014 until paid in full, plus costs (the "Indebtedness "). McNEES WALLACE & NURICK LLC Date: February 7, 2014 By Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108 -1166 (717) 260 -1678 (Direct Fax) (717) 232 -8000 (Phone) cdavidsongmwn.com OL Attorneys for Plaintiff, Integrity Bank 01 ��3c��so3 e - Clayton W. Davidson' 1 � } PA Attorney I.D. No. 79139 (.1 McNees Wallace & Nurick LLC PE' SYLV 4"'NT ' 100 Pine Street - P.O. Box 1166 Y( �N1A } Harrisburg, PA 17108 -1166 (717) 260 -1678 (Direct Fax) (717) 232 -8000 (Phone) cdavidson(&,mwn.com Attorneys for Plaintiff, Integrity Bank INTEGRITY BANK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. l� "� (� tut CAPITOL PROPERTY MANAGEMENT, INC., LEXINGTON HOTEL GROUP, LP, and ERIC J. DESROSIERS Defendants : CIVIL ACTION - LAW COMPLAINT FOR CONFESSION OF JUDGMENT Plaintiff, Integrity Bank, by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa.R.C.P. No. 2951(b) and in support thereof avers the following: 1. Plaintiff, Integrity Bank (the "Bank "), is a Pennsylvania banking institution with its principal place of business at 3345 Market Street, Camp Hill, Pennsylvania 17011. 2. Defendant, Capitol Property Management, Inc., is a Pennsylvania corporation with a business address at 110 3` Street, Suite 200, New Cumberland, Pennsylvania 17070. 3. Defendant, Lexington Hotel Group, LP, is a Pennsylvania limited partnership with a business address at 110 3` Street, Suite 200, New Cumberland, Pennsylvania 17070. 4. Defendant, Eric J. Desrosiers, is an adult individual with a last known address at 808 Michigan Avenue, Lemoyne, Pennsylvania 17043. 5. On June 10, 2005, the Bank loaned Capitol Property Management, Inc. and Capitol Renovation & Supply, Inc. the sum of $500,000.00 (the "Loan ") for a business purpose as evidenced by a Promissory Note as modified from time to time (the "Note "). Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy of the Note (less any applicable tax identification numbers). 6. On January 5, 2012, the Bank refinanced the Loan with Capitol Property Management, Inc. ( "Borrower ") to term out the remaining balance of the Loan in the amount of $745,490.94 (still known as "Loan ") to remove Capitol Renovation & Supply, Inc., as a borrower, to add Lexington Hotel Group, LP as a guarantor and to add additional collateral to the Loan pursuant to a Promissory Note (the "Refinanced Note," together with Note, the "Note "). Attached hereto as Exhibit B and incorporated herein by reference is a true and correct copy of the Refinanced Note (less any applicable tax identification numbers). 6. The Loan and the Note (as modified) was guaranteed by Eric J. Desrosiers and Lexington Hotel Group, LP (the "Guarantors ") pursuant to Commercial Guarantees (the "Guarantees ") executed by the Guarantors in favor of the Bank. Attached hereto as Exhibit C and incorporated herein by reference is a true and correct copy of the Guarantees. 7. Borrower has defaulted under the Note by failing to make the payments when due thereunder since on or before July 10, 2013. 8. The Note provides that Bank may confess judgment against the Borrower after a default thereunder for the entire principal balance due and owing under the Loan along with accrued interest, late fees, costs of suit and an attorney's commission of 10% of the unpaid principal balance. 9. The Guarantees provide that Bank may confess judgment against the Guarantors at any time after the amounts thereunder become due for the entire principal balance due and owing under the Loan along with accrued interest, late fees, costs of suit and an attorney's commission of 10% of the unpaid principal balance. 10. The total sum due and owing under the Note and the Guarantees, as of January 3, 2014, is itemized as follows: Principal: $609,477.00 Accrued Interest: $ 19,402.84 Late Fees $ 4,254.21 Other Fees $ 90.50 Attorney's Fees (10% commission): $ 60,947.70 Total: $694,172.25* *along with interest accruing at the current per diem rate of $101.410200833 from January 3, 2014 until paid in full, plus costs (the "Indebtedness "). 11. All conditions precedent have been satisfied to allow the Bank to confess judgment against the Borrower under the Note and against the Guarantors under the Guarantees. 12. The Bank is the holder of the Note and the Guarantees. 13. The Note and the Guarantees were executed and delivered in connection with a business transaction and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 14. Judgment has not been confessed or entered under the Note in any other jurisdiction. 15. The 10% attorney's fee commission included in the confessed judgment is authorized under the Note and the Guarantees and said percentage is being used to calculate a sum certain for purposes of confessing judgment; however, the Bank will only seek and recover its actual and reasonable attorney's fees for costs of collection in this matter. WHEREFORE, Plaintiff, Integrity Bank, hereby requests this Court to enter judgment by confession against Capitol Property Management, Inc., Lexington Hotel Group, LP and Eric J. Desrosiers, jointly and severally, in the amount of $694,172.25 along with interest accruing at the per diem rate of $101.410200833 from January 3, 2014 until paid in full, plus costs. McNEES WALLACE & NURICK LLC Date: February 7, 2014 By Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108 -1166 (717) 260 -1678 (Direct Fax) (717) 232 -8000 (Phone) cdavidsongmwn.com Attorneys for Plaintiff, Integrity Bank VERIFICATION I, E. Dennis Ginder, Senior Vice President of Integrity Bank, verify that I am authorized to make this verification on behalf of Integrity Bank, and that the facts contained in the foregoing Complaint for Confession of Judgment are true and correct to the best of my knowledge, information and belief and that the same are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. E. Dennis Ginder, Senior Vice President i i i i E "&bit A PROMISSORY NOTE .::;.:.:.;:.;�:. :.. ,...:. . • .. . ;: :.::.::::.:::. � ....., References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " « « «" has been gmitted due to text length limitations. Borrower: Capitol Property Management, Inc. ender Integrity Bank Camp Hill Office Capitol Renovation F. Supply, Inc; I 3345 Market Street '0 Camp Hill, PA 17011 110 3rd Street, Suite 200 (717) 920 -4900 New Cumberland, PA 17070 Principal Amount: $500,000.00 Initial Rate: 5.250% Date of Note: June 10, 2005 PROMISE TO PAY. Capitol Property Management, Inc.; and Capitol Renovation & Supply, Inc. ( "Borrower ") jointly and severally promise to pay to Integrity Bank ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Five Hundred Thousand & 00/100 Dollars ($500,000.00), together with interest on the unpaid principal balance from June 10, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $500,000.00 plus Interest on June 10, 2006. This payment due on June 10, 2006, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 10, 2005, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (the "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 6.000% per annum. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 0.750 percentage points under the Index, resulting in an initial rate of 5.250% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp Hill Office, 3345 Market Street, Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $10.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note 5.000 percentage points. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. DEFAULT. Each of the following shall constitute an event of default ( "Event of Default ") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales 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 obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate PROMISSORY NOTE (Continued) Page 3 MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT .WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE -FROM TIME TO TIME AND AT ALL 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 THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CAPITOL PR Ty GE NT, INC B :;• :;.:::: :; . Seal Eric J. Dfrsrosferis, President of Capitol Property Management, Inc. CAPITOL RE CATION P , INC. >> .Seal Eric J. D rosiers, Frresident of Capitol Renovation & Supply, Inc. LENDER: INTEGRI N X Au orized Signer / LASER PRO UnE1+0• V.. 9.19.00.009 Cop.. RrIMU ft d. 1— 1997, 1009. M Rion Reserved. • PA KACRIVU010.FC 7R•917 PR -13 CHANGE IN TERMS AGREEN, JT 1 : ... : ..,........ p. ...................................................: ......:....:::.:::::::::: .:tr.c ......................... 4tt1............ ..............::::..:::alt:.r.. 1..........................A. o :..: :...........................................................................................:.......... Y............... ......,........................ - ol................................ ...r,....�t>#::::.::::;:.;.;: . . lt#x�#s........ ......... ............................... -:: :r•�?Q ?,# X17....... t .......... 3fi..1.( :.Z( >£)�3 -7:. :.z� ... ............ :.:.::.:::::::.::::::::.::.:.::...........................................::..::.: :::::::::::::.: :::._::......... wac.....:.:.:: :::.::::.:::::::............... References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " * * *" has been omitted due to text length limitations. Borrower Capitol Proaertv Management, Inc 4 Lender Integrity Bank Camp Hill Office C_ a pitol Renovation Supply, Inc. 3345 Market Street Camp Hill, PA 17011 vw 3rd Street, Suite 200 (717) 920 -4900 New Cumberland, PA 17070 Principal Amount: $500,000.00 Initial Rate: 5.500% Date of Agreement: f��,.Pia� ?y ? DESCRIPTION OF EXISTING INDEBTEDNESS. Line of Credit in the amount of $500,000.00. DESCRIPTION OF COLLATERAL. First mortgage lien on real estate located at 110 N. Third St., New Cumberland, PA. Second mortgage lien on real estate located at 808 Michigan Drive, Lemoyne, PA. Second mortgage lien on real estate located at 207 Walnut Alley and 213 Market Street, New Cumberland, PA. DESCRIPTION OF CHANGE IN TERMS. This line of credit is increased from $500,000.00 to $750,000.00. The Bank is also taking additional collateral because of the increase. A second lien mortgage will be filed on the personal residence of Eric J. Derosiers located at 808 Michigan Drive, Lemoyne, Cumberland County, Pennsylvania. PROMISE TO PAY. Capitol Property Management, Inc.; and Capitol Renovation & Supply, Inc. ( "Borrower ") jointly and severally promise to pay to Integrity Bank ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Five Hundred Thousand & 00/100 Dollars ($500,000.00), together with interest on the unpaid principal balance from June 10, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $500,000.00 plus interest on June 10, 2006. This payment due on,June 10, 2006, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 10, 2005, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this Agreement is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on changes in an independent index which is the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (the "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 6.250% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 0.750 percentage points under the Index, resulting in an initial rate of 5.500% per annum. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp Hill Office, 3345 Market Street, Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $10.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Agreement 5.000 percentage points. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Agreement, interest will continue to accrue on this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales 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 perform Borrower's obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a ' v _ CHANGE IN TERMS AGREEMEU (Continued) Page 3 necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT, BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CAPITOL PROPERTY WaVA 'GEM ENT, .,. al Eric J. esroslers, President of Capitol Property Management, Inc. CAPITOL RENOVATI UPPLY, INC. By :: : : : : : .....::...........:.::.: ::. ........... ........................ Eric siirs, President of Capitol Renovation & Supply, Inc. LENDER: INTEGRITY BANK o ert K. Day, Vice Pr sid'ent LASER PRO larding. Va. 5.28.00.004 Cop. Nannd Fi'..IW Sglutbm, 1— 1997, 2006. M Ryan RmerveO. - PA K:HENDIN(ACFRLMD20C.FC TA -937 PR -13 ANGE IN TERMS AGREEME[ EWE References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " " " *" has been omitted due to text length limitations. Borrower: Capitol Property Management, Inc. Lender: Integrity Bank _ Camp Hill Office Caoitol - Renovation & Supply, Inc. 3345 Market Street Camp Hill, PA 17011 - 1 - 10 3rd Street, Suite 200 (717) 920 -4900 New Cumberland, PA 17070 Principal Amount: $750,000.00 Initial Rate; 7.500% Date of Agreement: - 7 -o'7 DESCRIPTION OF CHANGE IN TERMS. The original maturity date of March 10, 2007 will be extended to March 10, 2008. PROMISE TO PAY. Capitol Property Management, Inc.; and Capitol Renovation & Supply, Inc. ( "Borrower ") jointly and severally promise to pay to Integrity Bank ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Seven Hundred Fifty Thousand & 00 /100 Dollars ($750,000.00), together with interest on the unpaid principal balance from June 10, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $750,000.00 plus interest on March 10, 2008. This payment due on March 10, 2008, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 10, 2005, with all subsequent interest payments to be due on the some day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this loan is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an independent index which is the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (the "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each Day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 8.250% per annum. The interest rate to be applied to the unpaid principal balance during this loan will be at a rate of 0.750 percentage points under the Index, resulting in an initial rate of 7.500% per annum. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp Hill Office, 3345 Market Street, Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $10.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding a 5.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales 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 perform Borrower's obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of CHANGE IN TERMS AGREEMENT (Continued) Page 2 the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty -five percent (25 %) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay. Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby,.. . . ; thg,[ight to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. (Initial Here GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $10.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by First mortgage lien on 110 North Third Street, New Cumberland, Cumberland County, Pennsylvania and a second mortgage lien on 207 Walnut Alley and 213 Market Street, New Cumberland, Cumberland County, Pennsylvania and an assignment of rents . CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non - signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The term.§ of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non - judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. HANGE IN TERMS AGREEMENT (Continued) Page 3 CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 0500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE -f ROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CAPITOL RTY E NT, INC I :... Seal) Eric J. 0esroslers, President of Capitol Property Management, Inc. CAPIT003EUO,VATI UPPLY INC. i i ..... Seal) Eric srosiers, President of Capitol Renovation & Supply, Inc. LENDER: INTEGRITY NK X r'cA C " R be K. Day, Senior Vice resident LASER PRO Landing, V.. S.M0.00.004 C.w. HM-d RF cUl Sohrtbn,, Inc. 1597, 2007. M Rlphb R—cl. • RA K: %LENDIN0ICFRLPLL020C.FC TR -877 PR-12 G 1 7XNGE IN TERMS AGREEMEP �•::: cr: rr:.: i:: r.::: r{::: i?' r' r. "r. ^ii�i7i:ii::i�:v.}': ^:C4w:.; •.:ye -. ;:::v:;.::r{Ci: _:...:.:. v. � ........:::... :...: :...:....ii: ?:;:j�iF.y .... ... ... .. ... ' iff::• i:( viiiii::i!fi' :: 9 i:` isjj;: fjj: ifi;; m }}i7i:Yi'i:iid'ri:•iiiiii':ii'� ?Y:ii•:�`::�':, • ki�li:� ' ii:�iii:::i:iiii�iiii:•ii:<ri:. v ;. .}}: :.'.'. ..�r�}}. :::: ::•::. ^.}�.c. w., .. w (.�,. :::.:�: . iid:•iii u:::. r::::: n.::.::.::..: :::::::::::::: e:::::::::::::: ::::::::::::. :x:nz.:::::...::z. ...:::::::ns::::::::::: :u •:::: :w: w:::::::::::::::n.::: References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " " * "" has been omitted due to text length limitations. Borrower Capitol Prooertv Management, Inc Lender Integrity Bank Camp Hill Office Capitol Renovarirm A• supply, Inc. 3345 Market Street Camp Hill, PA 17011 iv 3rd Street, Suite 200 1717) 920 -4900 New Cumberland, PA 17070 Principal Amount: $750;000.00 Initial Rate: 5.250% Date of Agreement: DESCRIPTION OF CHANGE IN TERMS. This loan is now on Demand, to be reviewed annually starting on December 15, 2008. PROMISE TO PAY. Capitol Property Management, Inc.; and Capitol Renovation & Supply, Inc. ( "Borrower ") jointly and severally promise to pay to Integrity Bank ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Seven Hundred Fifty Thousand & 00/100 Dollars ($750,000.00), together with interest on the unpaid principal balance from June 10, 2005, until paid in full. PAYMENT. Borrower will pay this loan in one principal payment of $750,000.00 plus interest on December 15, 2008. This payment due on December 15, 2008, will be for all principal and all accrued interest not yet paid. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 10, 2005, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to .any unpaid collection costs; and then to any late charges. Interest on this loan is computed on a 3651360 simple interest basis; that is, by. applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such'other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest- rate on this loan is subject to change from time to time based on changes in an independent index which is the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (the "Index "). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each Day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 6.000% per annum. The interest rate to be applied to the unpaid principal balance during this loan will be at a rate of 0.750 percentage points under the Index, resulting in an initial rate of 5.250% per annum. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce. the principal balance due. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp Hill Office, 3345 Market Street, Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $10.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding a 5.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered: However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales 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 perform Borrower's obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of HANGS IN TERMS AGREEMENT - -- - -- (Continued) Page 3 CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CAPITOL P AGE T, C. A'> : > ::.:::::::::::::::::.::" ...: >;;:: X Des Iers, res dent of Capitol Property Me ageme t, Inc. CAPITOL R ATI UPPLY, INC B »<?►'> «' >`< '<'.: «`: Seal i ) Eric J. e i resident of Cap of Renovation & Su.., P Pty , Inc. /' ATTEST- ( Corporate Seal ) Secretary or Apfstant Secretary LENDER: INTEGRIT AN X no rt K. Day, ecutive Vice resident LASER PRO Lending, Var. 5.3E.10.001 Cop,. Harland Fl—W SOW—. 1no- 1987, 2008. AN Nigh. Raamved. - PA K:LLFNDINMCFnLPL %020C.FC TA-827 PA43 DEMAND PROMISSORY NOTE Borrower: Capitol Property Management, Inc Lender: Integrity Bank Capitol Renovation & Supply, Inc. Camp Hill Office 110 3` Street, Ste. 200 3345 Market Street New Cumberland, PA 17070 Camp Hill, PA 17011 (717) 920 -4900 PrincipalAmount: $7 Q,000.00 Interest Rate: 4.00% .. Date of Note:. /a - . g - PROMISE TO PAY, Capitol Property Management, Inc, and Capitol Renovation &,Supply, Ina ( "Borrower") promises.to pay to Integrity Bank ( "LQnde1r , or order-in lawful money 6f the United States of America, ON DEMAIyD, the principal amount o#,5even Hundred Fifty Thousand &001100 Dollars ($75000.00) or so uch as may be outstanding together with interest on the .unpaid outstanding principal balance of each advance - interest All be calculated from the date of each advance t�n#iI repaym0nt o All i' each advance. PA*Et4T.' Borrower will'pay this loan in'full immediately upon Lender's demand. t ntfl demand is jriade, Borrower will pay regular monthly paymentsiof all accrued tripaid interest.due as of each payment date; beginning December15, 2008, with all ubsequent interest payments to -� "bodue bh the same day of.each month thereafter. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest, then to- principal, -then to any unpaid collectfoh costs; and then to any�l a charges. The annual interest rate for this Note : is, computed on a.'865/360 basis+ that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding .principak balance, multiplied by the actual number of days the principal 'balance is` outstanding. Borrower will pay Lender at et Woer s address Own above or at such .other place Lender may designate in writing. DEMAN4 6TU.RE.`This loan is payable on demand, to be reviewed annually: + VARIABLE INTEREST RATE. The interest rate this Note is subject to change from time to time based on;changes in an independent index wh10 is thw Now York Prime Rate of lriterest. The New York Prime Rate of interest.shall mean the interest Wt %per annum announced from . timer to time in` Gadous business jouTals, such as The Wal Street Journal, as the. "Prime Rate pf .Interest." The New York Prime. Rate of '*Vest is an index, and loans of the Bank may be .established at, above, or bejr(w the index. New York Prime Rate of interest is not necessarily the Bank's lowest rate ofInterest. The interest rate. shall float at New York Prime. (the , The index is not necessarily the lowest ratb'charged 6ftender on its loans. If the index becomes unavailable during he term of 41s; loan, Lender may designate asubstitute - index a6er notifying the Borrower. Lender will tell Borrower, the current index rate updh Borrowpts request. The interest rate change will not occur more often than .once each Day. Borrower understands that may make loans based on other r %es as well. The Index currently W4.00% per - annum. The interest rate to be applied to the unpaid principal balance during this.N6te will be at a rate of 0.00% percentage points ovetahg .Index, resulting in an initial rate of 4.00% per annum. NOTICE: Under no circum §tances will the interest rate on this Note be more than the maximum,rate allowed by applicable law. t ' vv PREPAYMENT'. Bpdager.may pay without penalty all or a. portion of the amount owed earlier than if is due :.Ear ly payments will not, unless agreed to by writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued .unpaid interest: Rather, early payments will_roducg the principal balance due. Borrower agrees not :to.send Lender payments, marked ``paid in full," "without recourse," or .similar language.' If Borrower sends such a pay Lender ma accept it. without losing a f Lend s rights hts under this Note, and p ym Y 9 nl `4 eg 9 Borrower - wilt remain; bt ligated to pay any further amount owed to Lender. All written communications concemigg disputed amounts, including any .or, other payments instrument thhat indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or deiivgmd to:.lgtegrity Bank, C$mp Hill Office, 3345 Market Street, Cgimp•Hill, PA 17011. LATE CHARGES. If a regularly scheduled interest payment is 10 days or more late, Borrower will be charged 5:00% of the regularly. scheduled payment or410.00, whichever is greater. If Lender demands payment of this loch, and Borrower does not pay the loan in full within 10 days after Lender's demand, Borrower also will be charged either 5,1)0% of the sum of the. #paid principal plus accrued unpaid irterest or. $%00, whichever is greater. INTEREST AFTER DEFAULT. If this. Note, is not paid in fuN within 30 days after demand the interest rate oh'this Note shall be increased by - adding a 6;09%. percentage. point margin ( "Default Rate Margin "): ,The Default Rate Margin shall alstr apply �to each succeeding interest rate change that would,have applied had there been no demand. If judgment is entered in connection with this Note, interest will continue to accrue aftwr he j date of judgment at the rate in .effect at the time judgment is entered. Howeved, in no event jNill the interest rate exceed the maximum interest rate limitatign -under applicable law. . LENDEg*5. RIGH f_Lnder may; at any time, declare the entire unpaid principal .balance under this Note aid all accrued unpaid interest immediately due, then Borrower will pay that amount. ATTORNEY'S FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against each other. GOVERNING LAW. This Note will be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. DEMAND PROMISSORY NOTh Loan No. (Continued) Page 2 CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $29.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored, RIGHT OF SETOFF. Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account.) This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include and IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to charge or setoff all sums owing on the debt against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by a 1 51 mortgage lien on 110 North Third Street, New Cumberland, Cumberland County, Pennsylvania and a 2 " mortgage lien on 808 Michigan Drive, Lemoyne, Cumberland County, Pennsylvania, and a 1 51 mortgage lien on 207 Walnut Alley and 213 Market Street, New Cumberland, Cumberland County, Pennsylvania. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payments from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, requires that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either; (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's account with Lender. The unpaid principal balance owing on this Note at any time: may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer printouts. PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF THE TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WHETHER IT BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS. CROSS DEFAULT. This loan also secures payment and performance of all other loans to Borrower or any guarantor. The word "Guarantor" means any guarantor, surety or accommodation party of any or all of the loan. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not effect the rest of the Note, Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodations maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent.of or notice to anyone other then the party with whom the modification is made. The obligations under the Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not effect the enforceability of any other provisions of this Note. CONFESSION OF JUDGEMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER DEMAND FOR PAYMENT OF THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGEMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500.00) ON WHICH JUDGEMENT OR JUDGEMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGEMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGEMENT AND STATES THAT EITHER A REPERSENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGEMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPERSENTED BY INDEPENDENT LEGAL COUNSEL. DEMAND PROMISSORY NO E Loan No. (Continued) Page 3 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTANDS ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS AND THE DEMAND FEATURE. BORROWER AGREES TO THE TERMS OF THIS NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETE COPY OF THIS NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEAL INSTRUMENT ACCORDING TO LAW. BORROWER: Capitol Property m Fnc and apitol Ren tion & Supply, Inc. B ' �w (seal) By; (seal) A (Corporate Seal) Secretary . o Assistan ecretary Lender: INTEGRITY K X l Roblgrt . Day, Executive Vice Pre dent EXhibit �. PROMISSORY NOTE ..........:.: ............. . �....................... t�ci! �r►.. �att�............. �#.; a�t�rt ..........................# Maw.. Ata� ............................ �at�..�..e" Ott....:...........::::....:.:. . ::::::::::;� : ..,;:. :::.; �>;.:,:.,.;..:::. :•.:,.::;::: > <::::::;::.:;.,.: � � .::.:::.:..:. -.... �::;::::.r:: ;` "•: "+::::";;,..:;_;: ::.::::: ::;: `;::: ; s;`::::.................... ......................,,,: » >:ai :::: ;:;::: »:::;:i`: > »::;<::: : o::: <: «: »:;<::: <` »s3<t:<i °: >; ? .: �`:?:: st: �>::: i::< r> is:::::»>: �,... ::<::;;:: >:: ><:s�:::<: >:`'z:::: ........ �.#.' Y+/ i��. �tti 7. �........... lL. �.' l/ �.. IGIrF. �. 1�e .....V..'�....�.�1....i�i...�.. n .. ..........................._. .................. .... .. References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing `" has been omitted due to text length limitations. Borrower: Capitol Property Management Inc Lender: Integrity Bank Camp Hill Office 110 3rd Street Suite 200 3345 Market Street New Cumberland, PA 170702131 Camp Hill. PA 17011 (7171920-4900 Principal Amount: $745,490.94 Date of Note: January 5, 2012 PROMISE TO PAY. Capitol Property Management Inc ( "Borrower ") promises to pay to Integrity Bank ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Seven Hundred Forty -five Thousand Four Hundred Ninety & 94/100 Dollars ($745,490.94), together with interest on the unpaid principal balance from January 5, 2012, until paid In full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule, which calculates interest on the unpaid principal balances as described in the "INTEREST CALCULATION METHOD" paragraph using the interest rates described in this paragraph: 3 monthly consecutive interest payments, beginning January 10, 2012, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,746.65 each, beginning April 10, 2012, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2012, with Interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,809.96 each, beginning April 10, 2013, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2013, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,880.28 each, beginning April 10, 2014, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2014, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,958.72 each, beginning April 10, 2015, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2015, with interest calculated on the unpaid principal balances using an interest rate of 050% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $6,045.46 each, beginning April 10, 2016, with interest calculated on the unpaid principal balances using an interest rate of 6.750% per annum based on a year of 360 days; 2 monthly consecutive interest payments, beginning November 10, 2016, with interest calculated on the unpaid principal balances using an Interest rate of 6.750% per annum based on a year of 360 days; 3 monthly consecutive interest payments, beginning January 10, 2017, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest Is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %1, plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,162.49 each, beginning April 10, 2017, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %1, plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.260% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2017, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index: The New York Prime Rate of Interest Is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %). plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,274.19 each, beginning April 10, 2018, with Interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest Is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of Interest. The interest rate shall float at New York Prime (currently 3.250 %); plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based an a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2018, with Interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time In various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %). plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,399.96 each, beginning April 10, 2019, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest Is an index, and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The Interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive Interest payments, beginning November 10, 2019, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250%), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,542.02 each, beginning April 10, 2020, with interest calculated PROMISSORY NOTE (Continued) Page 2 on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of Interest. The Interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.25096 per annum based on a year of 360 days; 5 monthly consecutive interest payments. beginning November 10, 2020, with interest calculated on the unpaid principal balances using an Interest rate based on the Now York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rata of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest fate of interest. The interest rate shall float at New York Prime (currently 3.250 9 /0). plus a margin of 1.000 percentage points, resulting in an Initial interest rate of 4.250% per annum based on a year of 360 days; 7 morithly consecutive principal and Interest payments in the initial amount of $5,705.47 each, beginning April 10, 2021, with Interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an Index; and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest Is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2021, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %1, plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $5,894.51 each, beginning April 10, 2022, with interest calculated on the unpaid principal balances using an Interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of Interest. The Interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2022, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime icurrentiy 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $6,117.12 each, beginning April 10, 2023, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %). plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2023, with Interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest Is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of. 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $6,351.76 each, beginning April 10, 2024, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of Interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %). plus a margin of 1.000 percentage points, resulting in an Initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2024, with interest calculated on the unpaid principal balances using. an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of Interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". , The New York Prime Rate of Interest Is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest Is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $6,705.27 each, beginning April 10, 2025, with Interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ".. The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 0 /0). plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2025, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The Interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $7,110.70 each, beginning April 10, 2026, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The. New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of interest is not necessarily the Bank's lowest rate of Interest, The Interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial Interest rate of 4.250% par annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2026, with Interest calculated on the unpaid principal balances using an interest rate based on the New York ' %ime Rate of Interest. The New York Prime Rate of interest shall mean the interest ra rr annum announced from time to time in vario usiness journals, such as The Wall Street PROMISSORY NOTE (Continued) Page 3 Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an Index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The Interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the Initial amount of $7,638.09 each, beginning April 10, 2027, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time In various business journals, such as The Well Street Journal, as the "Prime Rate of Interest% • The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an Initial interest rate of 4.250% per annum based on a year of 360 days: 5 monthly consecutive interest payments, beginning November 10, 2027, with interest calculated on the unpaid principal balances using an Interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the Interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest Is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3..250 %), plus a margin of 1.000 percentage points, resulting In an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and Interest payments in the initial amount of $8,360.87 each, beginning April 10, 2028, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of interest. The New York Prime Rate of Interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of Interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2028, with interest calculated on the unpaid principal balances using an Interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %). plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive interest payments, beginning April 10, 2029, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of Interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial Interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2029, with Interest calculated on the unpaid principal balances using an Interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days: 7 monthly consecutive principal and interest payments in the initial amount of $13,864.45 each, beginning April 10, 2030, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of Interest shall mean the interest rate per annum announced from time to time In various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %). plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 5 monthly consecutive interest payments, beginning November 10, 2030, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate -of Interest ". The Now York Prime Rate of Interest Is an Index, and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of Interest. The interest rate shall float at New York Prime Icurrently 3.250 %), plus a margin of 1.000 percentage points, resulting in an Initial interest rate of 4.250% per annum based on a year of 360 days; 7 monthly consecutive principal and interest payments in the initial amount of $19,469.86 each, beginning April 10, 2031, with interest calculated on the unpaid principal balances using an Interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime Icurrently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; 2 monthly consecutive interest payments, beginning November 10. 2031, with interest calculated on the unpaid principal balances using an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of Interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of interest Is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 4.250% per annum based on a year of 360 days; and one principal and interest payment of $96,655.58 on January 10, 2032, with interest calculated on the unpaid principal balances using an interest rate based on the Now York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest Is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest Is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 3.250 %1, plus a margin of 1.000 percentage points, resulting in an initial Interest rate of 4.250% per annum based on a year of 360 days. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest ". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (the "Index "). The Index is not necessarily the lowest rate �hornaei hv I anrlar on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after PROMISSORY NOTE (Continued) Page 4 notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each month. Borrower understands that Lender may make loans based on other rates as well. The Index currently Is 3.250% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just- ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by Its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 3651360 basis; that is, by applying the ratio of the interest fats over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or. that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, 3314 Market Street Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $10.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 5.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ( "Event of Default ") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales 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 obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty -five percent (25 %) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lander and Borrower hereG, the right to any jury trial in any action, proce` "g, or counterclaim brought by either Lender PROMISSORY NOTE (Continued) Page 5 or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $29.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by First Priority mortgage on the real Property located at 110 N 3rd Street, New Cumberland, PA 17070, second priority mortgage on the real property at 808 Michigan Drive, Lemoyne, PA 17043, and a first mortgage on the real property at 207 Walnut Alley and 213 Market Street, New Cumberland , Cumberland County PA CALL OPTION. The Bank shall have a call option which may be exercised to be effective on each fifth anniversary of the date of closing, subject to ninety (90) days advance written notice to Borrower advising the Bank's election to call the obligation due. PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WHETHER IT BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS. CROSS COLLATERALIZED /CROSS DEFAULT. This loan also secures payment and performance of all other loans to Borrower or any guarantor. The word "Guarantor" means any guarantor, surety or accomondation party of any or all of the Loan. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this Than or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 0500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL 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 THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. r PROMISSORY NOTE (Continued) Page 6 PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CAPITOL P i ME NT 1 By (Sea[) Eric J Desro s. President of Ca dol Property Management Inc ATTEST: ( Corporate Seat Sectg0fi6 or Assistant Secretary LENDER: INTEGRITY BANK X Gary Klick, Vice Pre ident MSEP PRO L-&q. V.. 6.69.00.003 C.W. N Ind Fl ..W SoWtien,, Im. 1997, 2072. AY Right. ft—nd. • PA KAUNDIN0ICNU MD20SC 7W4419 PR-25 { �. Exhibit C' COMMERCIAL GUARANTN :::...::::........ ;> » »;:; >; »:: »:;::::::: >;;<;«;::::::::: :; >:::;:::: >; > >;> >:«: > >;::. .:: >::<:.: cam:::: >::e.::: Pe ► i ;airs..# .............Mai+a .........................L�t tr:.. Ta............................ I(...f aN:::::: ::s ::: >::: _:_I.4,.r, u ............. ............................................................................................................................................................................................................................................................ ............................... % ........................................................ ............................... . .......................................... ............................... . References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " "`" has been omitted due to text length limitations. Borrower: Capitol Property Management Inc Lender Integrity Bank Camp Hill Office 110 3rd Street Suite 200 3345 Market Street New Cumberland, PA 170702131 Camp Hill, PA 17011 (717) 920 -4900 Guarantor: Eric J Desrosiers 808 Michigan Avenue Lemoyne, PA 170431206 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same -day funds, without set -off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non - negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. ft is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: IA) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this COMMERCIAL GUARANTY (Continued) Page 2 Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti- deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by 'Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third parry, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or taw. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys'. fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings K,_,.is Guaranty are for convenience purposes only afire not to be used to interpret or define the i COMMERCIAL GUARANTY (Continued) Page 3 provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation, In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even If a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender, Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Capitol. Property Management Inc and includes all co- signers and co- makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Eric J Desrosiers, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Integrity Bank, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and /or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR 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 BY ANY EXERCISE OF .THAT AUTHORITY, BUT SHALL rnNITInII IC canKA TIIUF Tn TIMF ANn AT All TIMFR IINTII PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. COMMERCIAL GUARANTY (Continued) Page 4 GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY ". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED JANUARY 5, 2012. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: �.-- x] .. ASeal) is esros Signed, ackn a ge and delivered in the presence of: X n X Witness LASER PRO L.ft9. V". E.59.00.OW C.W. H"W ,d Fn,"aW S,WtM ,. Inc. 1997,201Z AN Pot, RN,—I. • PA K:UN01NMCFAL1tLlE10.FC TR -4408 PR -25 w L/ DISCLOvORE FOR CONFESSION OF JWGMENT .................................... :::;:<::: »: >::: >::; »::;:>:<;<:::::;>::<::<::..;:.::::;.>:.:.:.:>:: >:::;:......,:.......:::. .....:......: >:..:; ...:....... Fr ` ;: ` ... R+ ..... 1.a r tea. ca() t ail. acau► #ter: >: inl ...... ��� ....... ��� .... References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " " "" has been omitted due to text length limitations. Borrower: Capitol Property Management Inc Lender Integrity Bank Camp Hill Office 110 3rd Street Suite 200 3345 Market Street New Cumberland, PA 170702131 Camp Hill, PA 17011 (717) 920 -4900 Declarant Eric J Desrosiers 808 Michigan Avenue Lemoyne, PA 170431206 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF J , 20�vA GUARANTY FOR AN UNLIMITED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT 1 RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARAN X (Seal) nc J Desrosiers Signed, ackn g and delivered in the presence of: X Nne Witness LASER PRO Lending, Vn. 5.59.00.003 Cap. H,N d Fin —Ini S —Inn,, Inc. t99I, 2012. AB RIg- Rwmwd. • PA K:\LENDINMCFIW41D00.FC TR-4408 M25 COMMERCIAL GUARANTO' a? > < :`:: rTtycI ' .. : iii >> '' »::> ; ,,' > ` .... ::< > .. .,..,.;;., ...:..,:; :: > <::::::::: »` References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " "' "" has been omitted due to text length limitations, Borrower: Capitol Property Management Inc Lender: Integrity Bank Camp Bill Office 110 3rd Street Suite 200 3345 Market Street New Cumberland, PA 170702131 Camp Hill, PA 17011 (717) 920 -4900 Guarantor: Lexington Hotel Group LP 110 Third St. Suite 200 New Cumberland, PA 170702131 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to. Lender or its order, on demand, in legal tender of the United States of America, in same -day funds, without set -off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable .attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or Involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non - negotiable Instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY, THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this COMMERCIAL GUARANTY (Continued) Page 2 Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (El Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (q Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti- deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings i+ Guaranty are for convenience purposes only an,,, not to be used to interpret or define the Nftw . COMMERCIAL GUARANTY NOW (Continued) Page 3 provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to Inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Capitol Property Management Inc and includes all co- signers and co- makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Lexington Hotel Group LP, and In each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Integrity Bank, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and /or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR 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 BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL r'ONTINIIF FROM TIMF TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. COMMERCIAL GUARANTY (Continued) Page 4 GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY ". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED JANUARY 5, 2012. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: LEXINGTO L P LP By (Seal) Eric esros' Signed, acknowI and delivered in the presence of: X Witness X Witness T LASER PRO Lendicp, V- 5.59.00.003 Cop. Hid F '.,ncW Sakid —, Inc. 1997, Mfg. AN Ri htF A—d. PA R:UENDINMCN1LPL%E20.FC 7144009 M25 DISCLOwdRE FOR CONFESSION OF J*.JGMENT ... ....:.. ......:..:...: ::.:...:..::............:....:: .........:.- E'atrlcl fi .......................1«aan:.. ? #a.:.:::...::..::M. t i ......................... n:: :.Nv.;:..............::..:...:. a :;x::+ :.:::. ::.:.....:.;:.::.:::;::.;:A...�a .....:::>:;::.:::.::...:......................... .......................:::.::.: .................................................................................................. Y........ ............................... ....... ,... . . .., ..::.:.:.:........:....... ......... :. :.... ::.. :..... . ..:.::::.::::::.: ... ::..: References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing " * * *" has been omitted due to text length limitations. Borrower: Capitol Property Management Inc Lender Integrity Bank Camp Hill Office 110 3rd Street Suite 200 3345 Market Street New Cumberland, PA 170702131 Camp Hill, PA 17011 (717) 920 -4900 Declarant Lexington Hotel Group LP 110 Third St. Suite 200 New Cumberland, PA 170702131 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS S DAY OF 20 _L GUARANTY FOR AN UNLIMITED AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE GUARANTY, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO DECLARANT'S ATTENTION. DISCLOSURE FOR CONFESSION OF JUDGMENT (Continued) Page 2 THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: LEXINGTO EL P 1 P . -- By ISeall E ' J Des seers Signed, acknowl d delivered in the presence of: X X Witness LASER PRO Lending, Ve.. 5.59.00.003 Cap, Nwl,nd .—Wl S—icom Ix. 1991, 2011. All Right, Rewrvad. PA K:\LENDINO\CRXLPUD30.PC 0.4400 PR 25 INTEGRITY BANK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. CAPITOL PROPERTY MANAGEMENT, r INC., LEXINGTON HOTEL GROUP, LP, - and ERIC J. DESROSIERS Defendants : CIVIL ACTION - LAW a 0 AFFIDAVIT OF NON - MILITARY SERVICE► T AND LAST -KNOWN ADDRESS OF ERIC J. DESROSIERS The undersigned, being duly sworn according to law, deposes and says to the best of his information, knowledge and belief that Eric J. Desrosiers is not in the Military or Naval Service of the United States or its Allies, or otherwise within the provisions of the Servicemembers Civil Relief Act, f /k/a the Soldier's and Sailor's Civil Relief Act of 1940, 50 U.S.C. App. 501, et seq. Eric J. Desrosiers is over eighteen (18) years of age and was last known residing at 808 Michigan Avenue, Lemoyne, PA 17043. `r Clayton W. Davidson SWORN and subscribed to before me this 1 day of February, 2014. Notary Public CO MMONWEAL TH OF PENNSYLVANIA My Commission Expires Notarial seal Tricia R. Cordivano, Notary Public City of Harrisburg, Dauphin County (SEAL) My commission Expires Dec. 29, 2014 INTEGRITY BANK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND } COUNTY, PENNSYLVANIA V. NO. CAPITOL PROPERTY MANAGEMENT, INC., LEXINGTON HOTEL GROUP, LP, and ERIC J. DESROSIERS Defendants : CIVIL ACTION - LAW CERTIFICATE OF RESIDENCE I, Clayton W. Davidson, certify that the addresses for the Defendants are as follows: Capitol Property Management, Inc. Lexington Hotel Group, LP 1103 d Street, Suite 200 1103 d Street, Suite 200 New Cumberland, PA 17070 New Cumberland, PA 17070 -M Eric J. Desrosiers 808 Michigan Avenue Lemoyne, PA 17043? -; -, v) -� > <a The following address for the Plaintiff is as follows: ZCD Integrity Bank' 3345 Market Street Camp Hill, PA 17011 McNEES WALLACE & NURICK LLC Date: February 7, 2014 By Clayton W. Davidson PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108 -1166 (717) 260 -1678 (Direct Fax) (717) 232 -8000 (Phone) cdavidsonkmwn.com Attorneys for Plaintiff, Integrity Bank INTEGRITY BANK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. ` ly -loo �t,�l��� CAPITOL PROPERTY MANAGEMENT, INC., LEXINGTON HOTEL GROUP, LP, and ERIC J. DESROSIERS Defendants : CIVIL ACTION - LAW NOTICE UNDER PA.R.C.P. NO. 2958.1 OF JUDGMENT r t AND EXECUTION THEREON M -� TO: Capitol Property Management, Inc. Lexington Hotel Group, LP �' Q0.: 1103 d Street, Suite 200 1103 ` Street, Suite 200 -� New Cumberland, PA 17070 New Cumberland, PA 17070 Eric J. Desrosiers w "` •s 808 Michigan Avenuea' Lemoyne, PA 17043 A judgment in the amount of $694,172.25 along with interest accruing at the per diem rate of $101.410200833 from January 3, 2014 until paid in full, plus costs, has been entered against you in favor of Integrity Bank, in the above captioned case without any 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 to 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 THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. 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, PA 17013 (717) 249 -3166 or (800) 990 -9108 McNEES WALLACE & NURICK LLC Date: February 7, 2014 By: Clayton W. Davidson Attorney I.D. 79139 100 Pine Street -P.O. Box 1166 Harrisburg, PA 17108 -1166 Direct Fax: 717 - 260 -1678 Phone: 717 - 232 -8000 cdavidsonkmwn.com Attorneys for Plaintiff, Integrity Bank INTEGRITY BANK, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. 1- 7 % CAPITOL PROPERTY MANAGEMENT, INC., LEXINGTON HOTEL GROUP, LP, and ERIC J. DESROSIERS Defendants : CIVIL ACTION - LAW NOTICE OF ENTRY OF JUDGMENT TO: Capitol Property Management, Inc. Lexington Hotel Group, LP 1103 rd Street, Suite 200 110 d Street, Suite 200 New Cumberland, PA 17070 New Cumberland, PA 17070 Eric J. Desrosiers 808 Michigan Avenue Lemoyne, PA 17043 You are hereby notified that on February �l , 2014, a judgment by confession was entered against each of you in the above - captioned case in favor of Integrity Bank as follows: Principal: $609,477.00 Accrued Interest: $ 19,402.84 Late Fees $ 4,254.21 Other Fees $ 90.50 Attorney's Fees (10% commission): $ 60,947.70 Total: $694,172.25* *along with interest accruing at the current per diem rate of $101.410200833` from January 3, 2014 until paid in full, plus costs (the "Indebtedness "). DATE: 1 I PROTHONOTARY INTEGRITY BANK, : IN THE COURT OF COMMON PLEAS OF Plaintiff : CUMBERLAND COUNTY, PENNSYLVANIA v. : NO. 14 -790 CAPITOL PROPERTY MANAGEMENT, : INC., LEXINGTON HOTEL GROUP, LP, : and ERIC J. DESROSIERS Defendants : CIVIL ACTION - LAW RETURN OF SERVICE PURSUANT TO PA. R.C.P. No. 2958.1(c) Plaintiff, Integrity Bank, hereby files this Return of Service and swears and affirms that the persons listed below were served pursuant to Pa. R.C.P. No. 2958.1(b) with the Notice of Judgment and Execution Required by Rule 2958.1 by certified mail, return receipt requested, as provided by Pa. R.C.P. No. 403. A copy of the receipt for certified mail is attached hereto. Capitol Property Management, Inc. 110 3rd Street, Suite 200 New Cumberland, PA 17070 Eric J. Desrosiers 808 Michigan Avenue Lemoyne, PA 17043 Lexington Hotel Group, LP 110 3rd Street, Suite 200 New Cumberland, PA 17070 McNEES WALLACE & NURICK LLC Date: April 10, 2014 By Clayto vidson PA Attorney I.D. No. 79139 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108 -1166 (717) 260 -1678 (Direct Fax) (717) 232 -8000 (Phone) cdavidson @mwn.com Attorneys for Integrity Bank N r ?],% 9008 9iU 0301 -0ma TO: Capitol Property- Management, Inc. 110 3rd Street, Suite 200 New Cumberland, PA 17070 SENDER: 3029 REFERENCE: 21328 -0266 PS Form 3800 January 2005 RETURN RECEIPT SERVICE Postage Certified Fee 14 -790 Retum Receipt Fee Restricted Delivery Total Postage & Fees usWSW Receipt for Certified Malin' No Insurance Coverage Provided Do Not Use for Internal onal Mail R 1 USPS.com® - USPS TrackingTM English • , Customer Service USPS Mobile ausPscom Quick Tools . 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LEGAL Privacy Policy Terms or Use , FOIA , No FEAR Act EEO Data , Send Mail Manage Your Mail NEW CUMBERLAND, PA 17070 NEW CUMBERLAND, PA 17070 NEW CUMBERLAND, PA 17070 NEW CUMBERLAND, PA 17070 NEW CUMBERLAND, PA 17070 NEW CUMBERLAND, PA 17070 HARRISBURG, PA 17107 HARRISBURG, PA 17107 ON USPS.COM Government Services ; Btry Stamps & Shop , Print a Label with Postage Customer Service Delivering Solutions to the Last Mile Site Index CopyrightP)2014 USPS All Rights Reserved. Track It ON ABOUT.USPS.COM About USPS Home , Newsroom USPS Service, Alerts , Forms & Publications Caroors tsa Page 1 of 1 Register! Sign In Search USPS.com or Track Packages Shop Business Solutions Customer Service > Have questions? We're here to help. Available Actions Email Updates OTHER USPS SITES Business Customer Gateway Poste! inspectors Inspector General Postal Explorer https:// tools. usps.com /go /TrackConfirmAction! input.action ?tRef= qt &tLc =1 &tLabels= 7196... 3/6/2014 Track and Confirm Intranet • Product Tracking System Rates/ Home Search Reports Manual Entry Commitments Track & Confirm Intranet Tracking Number Result Result for Domestic Tracking Number 7196 9008 9111 0301 0028 PTS / EDW USPS Corporate Accounts Destination and Origin Destination ZIP Code -ii, ty State I 17070 NEW CUMBERLAND PA Origin City State Tracking Number Classification Class/Service Class/Service: Certified Mail Class of Mail Code/Description: -1 / Unknown Payment Weight: 0 lb(s) 0 oz(s) Extra Services Extra Services Details Description Amount Certified Mail Events iEvent Event Date Event Time Location Input Scannor Carrier Method ID Route DELIVERED NEW 03/03/2014 13:18 CUMBERLAND, PA 17070 AVAILABLE FOR PICKUP INO AUTHORIZED RECIPIENT AVAILABLE NEW 02/22/2014 12:24 CUMBERLAND. PA 17070 Scanned POS8960070 Other Information View Delivery Signature and Address Facility Finance Number: 415896 Authorized Agent: Yes Request Delivery Record Scanned by Scanned 030SHGP570 route 7070P599 OUT FOR DELIVERY I-- SORTING/PROCESSING COMPLETE NEW Scanned by 02/18/2014 .15:02 CUMBERLAND, Scanned 030SHF2558 route PA 17070 70700001 NEW 02/18/2014 08:51 CUMBERLAND, PA 17070 NEW 02/18/2014 08:41 CUMBERLAND, PA 17070 ARRIVAL AT UNIT DISPATCHED FROM SORT FACILITY NEW 02/18/2014 07:19 CUMBERLAND, Scanned 030SGUD687 PA 17070 System Generated Systern Generated Distribution Complete Label ID: ncl13 708 9000 142118S8 1105 02/15/2014 01:38 ENROUTE/PROCESSED HARRISBURG, System PA 17107 Generated Scanned by route 7070P599 Dispatch Label ID: La1A.1?,:4tt2. 1504 0932. HARRISBURG, 02/14/2014 23:36 PA 17107 Scanned DIOSS-007- Page 1 of 2 a M. UNITED STATES POSTZL. SEmna April 04, 2014 https://pts-2.usps.gov/pts2-web/tcIntranetTrackingNU nResponse?label=7196900891 110301 )028&statu.s=... 4/4/2014 Track and Confirm Intranet Product Tracking System Rates/ Home Search Reports Manual Entry Commitments Track & Confirm Intranet Delivery Signature and Address Tracking Number: 7196 9008 9111 0301 0028 This item was delivered on 03/03/2014 at 13:18:00 < Return to Tracking Number View Signature „- (2-'7 i, ' ..„ -"'p ../ • t — Address , e 7 / i / / ' f /--- f) (___ _..,.. --, / r-----\ r----7 (2 (.... - Enter up to 10 items separated by commas. Select Search Type: Quick Search 1 Submit I PTS / EDW Product Tracking System, All Rights Reserved Version: 1.7.0.17 USPS Corporate Accounts Page 1 of 1 UNITED STATES SailitCE April 04, 2014 https://pts-2.usps.gov/pts2-web/tcIntranetTrackingNumResponse/deliverySignatureAndAddress?sigImage... 4/4/20.14 71% 1008 9111 0301 0042 TO: Lexington Hotel Group, LP 110 3rd Street, Suite 200 New Cumberland, PA 17070 SENDER: 3029 REFERENCE: 21328-0266 14-790 PS Form 3800, January 2005 RETURN RECEIPT SERVICE Postage Certified Fee Return Receipt Fee Restricted Delivery Total Postage & Fees USPS" Receipt for Certified MaW No Insuience Coverage Provided Do Not Use for International Mei , aek OR DAT ) -(4.7 USPS.com® - USPS TrackingTM Page 1 of 1 English Customer Service USPS Mobile LSPS:COM Quick Tools Track ' Enter up to 10 Tracking AFind Ship a Package Fire) tMF. locabons Buy Starnes Schedule a Pickup Cal T Loo c(S.TrackingM . • Hold Mail Change it:Address Tracking Number: 71969008911103010042 Prod,uct & Tracking Information Postal Product: Features: Certified Mail' — . • ,o MVO *7:0, 4rhate4,40' March 3, 2014, 1:18 pm Delivered February 22, 2014, 12:24 Pm February 18, 2014, 3:02 Pm February 18, 2014, 8:51 am February 18, 2014, 8:41 am February 18, 2014 , 7:19 am February 15, 2014 February 14, 2014 , 11:36 Send Mail •'ilca4.. • Register Regsierl Sign In Search USPS com or Track Packages Manage Your Mail Shop Business Solutions Customer Service > Have questions? Were here to help. NEW CUMBERLAND, PA 17070 • , Available for Pickup NEW CUMBERLAND, PA 17070 •• Notice Left (No Authorized NEW CUMBERLAND, PA 17070 Recipient Available) Out for Delivery NEW CUMBERLAND, PA 17070 Sorting Complete NEW CUMBERLAND, PA 17070 Arrival at Unit NEW CUMBERLAND, PA 17070 Depart USPS Sort HARRISBURG, PA 17107 Facility Processed through pm • USPS Sort Facility •• . . .•• . .. • • • . Track Another Package What's your tracking (or receipt) number? a LEGAL ON USPS.COM Privacy Policy Terms of Use FOlA No FE-AR Act EEO Data HARRISBURG, PA 17107 Government Services Buy Stamps & Shop, Print a Label with Postage > Customer Service' Delivering Solutions to the Last Mile Site Index EntspsCOM CopyrightA 2014 USPS All Rights Reserved. Track It ON ABOUT.USPS.COM About USPS Home Newsroom USPS Service Alerts Forms & Publications Careers. Available Actions. Email Updates OTHER USPS SITES Business Customer Gateway Postal Inspectors Inspector General Postal Explorer https://tools.usps.com/go/TrackCOnfirmAction!input.action?tRef=qt&tlx=1&thabels=7196... 3/6/2014 Track and Confirm Intranet • Product Tracking System Rates/ Home Search Reports Manual Entry Commitments Track & Confirm Intranet Tracking Number Result Result for Domestic Tracking Number 7196 9008 9111 0301 0042 PTS 1 EDW. USPS Corporate Accounts Destination and Origin Destination ZIP Code City State 17070 NEW CUMBERLAND Origin City State PA Tracking Number Classification Class/Service Class/Service: Certified Mail Class of Mail Code/Description: -1 / Unknown Payment Weight: 0 lb(s) 0 oz(s) Extra Services Extra Services Details Description Certified Mail Amount Events Event Event Date Even Time Location Method nput Scanner ID Carrier Route Other Information DELIVERED 03/03/2014 13:18 ' NEW CUMBERLAND, PA 17070 Scanned P058960070 ( View Delivery Signature ... and Address ) Facility Finance Number: 415896 Authorized Agent: Yes • Request Delivery Record N....._ , AVAILABLE FOR PICKUP 02/22/2014 12:24 NEW CUMBERLAND, PA 17070 Scanned 030SHGP570 Scanned by route 7070P599 NO AUTHORIZED RECIPIENT AVAILABLE 02/18/2014 15:02 NEW CUMBERLAND, PA 17070 Scanned 030SHF2568 Scanned by route 70700001 OUT FOR DELIVERY 02/18/2014 08:51 • NEW CUMBERLAND, PA 17070 System Generated SORTING/PROCESSING COMPLETE 02/18/2014 08:41 NEVV CUMBERLAND, PA 17070 System Generated Distribution Complete I..abel ID: D.Q.13.1466. 9(4)0 1402 1608 015 ARRIVAL AT UNIT DISPATCHED FROM SORT FACILITY 02/18/2014 07:19 ' NEW CUMBERLAND. PA 17070 HARRISBURG, PA 17107 Scanned System Generated Genera 030SGUD687 Scanned by route 7070P599 - — Dispatch Label ID: D.5.1.4...4.1.23...92221402 1.f2Q4. 0.232. _......... 02/15/2014 _ a 01:38 , ENROUTE/PROCESSED L 02/14/2014 23:36 HARRISBURG , PA 17107 .. Scanned DIOSS-007- Page 1 of 2 • Help. UNITED 77-LTES FOST41.. SERME April 04, 2014 https://pts-2.usps.gov/pts2-web/tcIntranetTrackingNumResponse?labei=719690089111030100428z status-7_ 4/4/2014 Track and Confirm Intranet Product Tracking System Rates/ Home Search Reports Manual Entry PTS 1 EDW Commitments Track & Confirm Intranet Delivery Signature and Address Tracking Number: 7196 9008 9111 0301 0042 This item was delivered on 03/03/2014 at 13:18:00 < laplurn to Tracking Number View Signature .."- / •,,.. . Address D , / ,,— 0 .--,-- ....., c„,.....- .,, ._._ l Enter up to 10 items separated by commas. I - Select Search Type: Quick Search Submit Product Tracking System, All Rights Reserved Version: 1.7.0.17 USPS Corporate Accounts Page 1 of 1 Hq1p, tiNfiy,i,7,737,41175 vr." fEtiOc: April 04, 2014 https://pts-2.usps.govipts2-web c ackingNu -sponseldeliverySignatureAndAddress?sigImage... 4/412014 1914'1008 9111 11301 0035 TO: Erie J. Desrosiers 808 Michigan Avenue • Lemoyne, PA 17043 • SENDER:- 3029 REFERENCE: 21328 -0266 14 -790 RETURN RECEIPT SERVICE LISPS• Receipt for Certified Mail" i 2._ Article Number 11,1111 1191111.111 3. Servi ce Type CERTIFIED :MAIL"' 4. Restricted Delivery? (Extra Fee) . Article Addressed to: Eric J. Desrosiers 808 Michigan Avenue Lemoyne, PA 147043 PS Forrn 3811 January 2 COMPLETE THIS SECTION ON DELIVERY c, Xi D. 1 . Date of Dertvery 21328 -0266 14 -790 3029 Domestic Return Receipt