Loading...
HomeMy WebLinkAbout14-4896 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WELLS FARGO BANK,N.A. I ,, • V No. lU Plaintiff, V. STELO ENTERPRISES, INC. , SANDRA 3 , D. GUNTHORPE f/k/a SANDRA D. -�_ ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, N) Defendants. CONFESSION OF JUDGMENT Pursuant to the authority contained in the Confession of Judgment clauses set forth in the Loan Documents, true and correct copies of which are attached to the Complaint in Confession of Judgment filed in this action, I appear for the Defendants Stelo Enterprises, Inc., Sandra D. Gunthorpe f/k/a Sandra D. Orr, Daniel L Klieman, and Susan M. Klieman, and confess judgment in favor of the Plaintiff, Wells Fargo Bank, N.t�., and against Defendants Stelo Enterprises, Inc., rr, Sandra D. Gunthorpe f/k/a Sandra D. Orr, Daniel I. Klieman, and Susan M. Klieman for money judgment in the amount of$197,630.17, as authorized in the Loan Documents. Dated-<�- KennetA M. Portner, Esquire (Attorney ID 62194) Weber Gallagher Simpson Stapleton Fires &Newby, LLP U 00pJa �D�I 0 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. y �L� No. / Plaintiff, V. STELO ENTERPRISES, INC., SANDRA D. GUNTHORPE fWa SANDRA D. mFT,' ORR, DANIEL I. KLIEMAN, and SUSAN r � M. KLIEMAN, ' C) Defendants. CY COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff, Wells Fargo Bank, N.A., by and through its attorneys, brings this action, pursuant to the Pennsylvania Rules of Civil Procedure 2950, et seq., to obtain a judgment by confession against defendants Stelo Enterprises, Inc., Sandra D. Gunthorpe fWa Sandra D. Orr, Daniel I. Klieman, and Susan M. Klieman, and in support thereof states as follows: Parties,Jurisdiction and Venue 1. Wells Fargo Bank, N.A. ("Wells Fargo") is a national banking association with a place of business located at 190 River Road, Summit,NJ 07901. 2. Wells Fargo is successor by merger to Wachovia Bank, N.A. ("Wachovia") and has legal and equitable standing to pursue any and all of Wachovia's rights as set forth below. 3. Stelo Enterprises, Inc. (Stelo) is a corporation organized under the law of the Commonwealth of Pennsylvania with a place of business located at 974 Pine Road, Carlisle, Pennsylvania. 4. Sandra D. Gunthorpe, formerly known as Sandra D. Orr, is a natural person who resides at or maintains a place of business located at 974 Pine Road, Carlisle, Pennsylvania. 5. Daniel I. Klieman is a natural person who resides at or maintains a place of business located at 3035 N. Huntington Drive,Arlingt6a Ieights, IL.60004. 6. Susan M. Klieman is a natural person who resides at or maintains a place of business located at 3035 N. Huntington Drive, Arlington Heights, IL 60004. 7. Venue is proper because the defendants reside and/or do business in this county. Underlying Transaction 8. On or about March 4, 2009 Stelo made, executed and delivered to Wachovia Bank, N.A. ("Wachovia") a promissory note in the original principal amount of$125,000.00. A true and correct copy of the March 4, 2009 promissory note is attached hereto as Exhibit"A". 9. On or .about March 4, 2010 Stelo made, executed and delivered to Wachovia a promissory note in the original principal amount of$375,000.00 modifying the March 4, 2009 note. 10. On or about March 7, 2011 Stelo made, executed and delivered to Wells Fargo a promissory note in the original principal amount of$375,000.00 modifying the March 4, 2010 note. 11. On or about May 11, 2012 Stelo made, executed and delivered to Wells Fargo a promissory note in the original principal amount of$375,000.00 modifying the March 7, 2011 note. A true and correct copy of the March 11, 2012 promissory note is attached hereto as Exhibit`B". 12. On or about April 17, 2013 Stelo made, executed and delivered to Wells Fargo a Change in Terms Agreement in the original principal amount of$375,000.00 modifying the May 11, 2012 note. -2- 13. On or about August 30, 2013 Stelo made, executed and delivered to Wells Fargo a Change in Terms Agreement in the original principal amount of $375,000.00 modifying the May 11, 2012 note. 14. On or about October 31, 2013 Stelo made, executed and delivered to Wells Fargo a Change in Terms Agreement in the original principal amount of $375,000.00 modifying the May 11, 2012 note. 15. On or about February 3, 2014 Stelo made, executed and delivered to Wells Fargo a Change in Terms Agreement in the original principal amount of $375,000.00 modifying the May 11, 2012 note. A copy of the February 5, 2014 Change in Terms Agreement is attached hereto as Exhibit "C". 16. On or about March 4, 2010 Stelo made, executed and delivered to Wachovia a Security Agreement securing the Stelo's current and future obligations to Wachovia and granting Wachovia a lien on all Stelo's personal property of whatever kind to secure payment and performance of Stelo's obligations to Wachovia. A true and correct copy of the Security Agreement is attached hereto as Exhibit"D". 17. On or about March 4, 2009, Gunthorpe, at that time known as Sandra D. Orr, made, executed and delivered to Wachovia an Unconditional Guaranty pursuant to which Orr guaranteed payment and performance of all of Stelo's then existing or future obligations to Wachovia (the "Orr Guaranty"). A true and correct copy of the Orr Guaranty is attached hereto as Exhibit "E". 18. On or about March 4, 2009, Daniel 1. Klieman and Susan M. Klieman made, executed and delivered to Wachovia an Unconditional Guaranty pursuant to which they guaranteed payment and performance of all of Stelo's then existing or future obligations to Wachovia(the "Kheman Guaranty"). A true and correct copy of the Klieman Guaranty is attached hereto as Exhibit "F". - 3 - 19. On or about May 11, 2012 Gunthorpe made, executed and delivered to Wachovia a Commercial Guaranty pursuant to which Gunthorpe guaranteed payment and performance of all of Stelo's then existing or future obligations to Wachovia(the "Gunthorpe Guaranty"). A true and correct copy of the Gunthorpe Guaranty is attached hereto as Exhibit "G". 20 The promissory notes, Change in Terms Agreements, Security Agreement, Orr Guaranty, Klieman Guaranty, and Gunthrope Guaranty, collectively with all other instruments, agreements, certificates, authorizations, insurance policies, assignments, financing statements, acknowledgments, waivers, indemnifications, and affidavits, executed by the Defendants are sometimes referred to collectively as the "Loan Documents." 21. Wachovia and/or Wells Fargo faithfully and in good faith fulfilled all of its/their obligations under the Loan Documents and has/have otherwise performed all acts necessary to preserve all of its/their rights under the Loan Documents. Averment of Default 22. The loan made to Stelo by Wachovia matured on April 24, 2014 and all amounts payable under the Loan Documents became due as of that date. 23. Defendants failed to make payments as and when required under the Loan Documents as a result of which Defendants are in default under the terms of the Loan Documents. 24. The Loan Documents contain warrants of attorney whereby after the occurrence of an event of default under the Loan Documents the Defendants authorized and empowered any attorney of any court of record to appear on their behalf and confess judgment against Defendants for all sums due under the Loan Documents, together with costs of suit, including attorneys' fees. Averment Concerninp_Notice -4 - 25. The Loan Documents do not require any notice prior to the commencement of this action or prior to the entry of judgment herein. However, on May 14, 2014 and July 10, 2014 Wells Fargo and/or its counsel mailed written notice to Defendants of their default and of Wells Fargo's demand for repayment of all amounts due unddr the Loan Documents. Itemization of Amounts Due 26. As of August 5, 2014 the followings sums are due and owing under the Loan Documents: Balance of Principal $ 194,186.23 Interest $ 2,777.94 Court Costs $ 166.00 Attorney's Fees $ 500.00 TOTAL as of August 5,X2014 $ 197,630.17 27. Interest continues to accrue from the above stated date at the rate of$26.97 per diem. 28. The Loan Documents provide that Defendants shall pay all reasonable expenses actually incurred to enforce or collect any obligations, including, but not limited to, reasonable attorneys' fees. Said attorneys' fees continue to accrue. 29. Despite demand, Defendants have failed to pay Wells Fargo the amounts due under the Loan Documents. Statement Concerning Prior Judgments 30. No prior judgment on the warrants of attorney contained in the Loan Documents has been entered in any jurisdiction. Averment Regarding Fact That Judgment Is Not For -5 - Obligation under Consumer-Credit Transaction 31. Judgment is not being entered* confession against natural persons in connection with a consumer credit transaction. Statement Concernin2 Assignments 32. Wells Fargo is the present holder of the Loan Documents and has not assigned them to any third party. Demand for Judgment 33. By virtue of the above averments and pursuant to the Confession of Judgment clauses contained in the Loan Documents judgment is hereby demanded against Defendants Stelo Enterprises, Inc., Sandra D. Gunthorpe f/k/a Sandra D. Orr, Daniel I. Klieman, and Susan M. Klieman. r 1' � WHEREFORE, Plaintiff Wells Fargo Bank,N.A. demands judgment in its favor and against Defendants in the amount of$197,630.17,plus such other amounts and reasonable costs, includi ttorneys' fees, as authorized in the Loan Documents Dated: ' Kenneth . Portner, Esquire (Attorney ID 62194) Weber Gallagher Simpson Stapleton Fires &Newby, LLP 2000 Market Street, 13th Floor Philadelphia, PA 19103 (215)972-7900 (215)564-7699 (fax) kportner@wglaw.com Attorneys for Plaintiff, 9 Wells Fargo Bank, N.A. - 6 - EXHIBIT "A" PROMISSORY NOTE $125,000.00 SY1 March 4, 2009 G (� Stelo Enterprises, Inc. trl 974 Pine Road "i Carlisle, Pennsylvania 17015 (Hereinafter referred to as"Borrower") ti IA Wachovia Bank, National Association W Philadelphia,Pennsylvania 19109 t(9 (Hereinafter referred to as"Bank") 0 Borrower promises to pay to the order of Bank,in lawful money of the United States of America by mailing to the address specified hereinafter or wherever else Bank may specify, the sum of One Hundred Twenty- Five Thousand and No/100 Dollars ($125,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note(including alt renewals, extensions or modifications hereof, this"Note"). LINE OF CREDIT. Borrower may borrow, repay and reborrow, and, upon the request of Borrower, Bank shall advance and readvance under this Note from time to time (each an "Advance" and together the "Advances"), so long as the total principal balance outstanding under this Note at any one time does not exceed the principal amount stated on the face of this Note, subject to the limitations described in any loan agreement to which this Note is subject. Bank's obligation to make Advances under this Note shall terminate if a demand for payment is made under this Note or if a Default(as defined in the other Loan Documents) under any Loan Document occurs or in any event, on the first anniversary hereof unless renewed or extended by Bank in writing upon such terms then satisfactory to Bank. As of the date of each proposed Advance, Borrower shall be deemed to represent that each representation made in the Loan Documents is true as of such date. If Borrower subscribes to Bank's cash management services and such services are applicable to this line of credit, the terms of such service shall control the manner in which funds are transferred between the applicable demand deposit account and the line of credit for credit or debit to the line of credit. USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the commercial purposes of Borrower,as follows: for working capital. SECURITY. Borrower has granted or will grant Bank a security interest in the collateral described in the Loan Documents and such other security instruments as are executed from time to time, including, but not limited to, personal property collateral described in that certain Security Agreement, of even herewith,as modified, restated or replaced from time to time date INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the Bank's Prime Rate plus 2%, as that rate may change from time to time in accordance with changes in the Bank's Prime Rate("Interest Rate")_ "Bank's Prime Rate"means that rate announced by Bank from time to time as its prime rate and is one of several interest rate bases used by Bank. Bank lends at rates both above and below Bank's Prime Rate, and Borrower acknowledges that Bank's Prime Rate is not represented or intended to be the lowest or most favorable rate of interest offered by Bank. DEFAULT RATE. In addition to all other rights contained in this Note, if a default in the payment of Obligations occurs, all outstanding Obligations, other than Obligations under any swap agreements (as 54.W8o(Rev 3+o) WPS12089695474001 CDCNOTEXXX Rate doe CNOTE defined in 11 U.S.C. § 101, as in effect from time to lime) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rate shall also apply from demand until the Obligations or any judgment thereon is paid in full. INTEREST AND FEES) COMPUTATION (ACTUAU360). Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period ("Actual/360 � JIIIUdl rdilective interest yield y EWM9 the 0 stated (nominal)rate for a year's period and then dividing said rate by 360 to determine the daily periodic to rate to be applied for each day in the applicable period Application of the Actual/360 Computation � produces an annualized effective rate exceeding the nominal rate_ l�� REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of accrued interest only, Commencing on April 4, 2009, and continuing on the same day of each month thereafter (D until fully paid. In any event, this Note shall be due and payable in full, including all principal and accrued () interest. on demand tyl 0 A I t Q ,) 111 5,. ,.MoOies�received�.by�lar tca.fiom ny rce4or—application-towar payment of the Obligations shall be applied to accrued interest and then to principal. Upon the occurrence of a default in the payment of the Obligations or a Default (as defined in the other Loan Documents)under any other Loan Document,monies may be applied to the Obligations in any manner or order deemed appropriate by Bank. If any payment received by Bank under this Note or other Loan Documents Is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made DEFINMONS. Loan Documents. The term"Loan Documents", as used in this Note and the other Loan Documents, refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, and may include, without limitation, a commitment letter that survives closing, a loan agreement, this Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time). Obligations. The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all indebtedness and other obligations under this Note, all other obligations under any other Loan Document(s), and all obligations under any swap agreements(as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed. Certain Other Terms. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code. LATE CHARGE. if any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5%of each payment past due for 10 or more days This late charge shall not apply to payments due at maturity or by acceleration hereof Acceptance by Bank of any late payment without an accompanying tate charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received. 535080(Rev 31 O) Page 2 Note voc ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses actually incurred to enforce or collect any of the Obligations including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding. .�1 (� USURY. if at any time the effective interest rate under this Note would, but for this paragraph,exceed the tft maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses,or, if no such amounts are owing, returned to Borrower. DEMAND NOTE. This is a demand Note and all Obligations hereunder shall become immediate) t/1 due (D and payable upon demand. in addition, the Obligations hereunder shall automatically become G immediately due and payable if Borrower or any guarantor or endorser of this Note commences or has ty) commenced against it a bankruptcy or insolvency proceeding. (D REMEDIES. Upon the occurrence of a default in the payment of the Obligations or a Default(as defined in the other Loan Documents)under any other Loan Document, Bank may at any time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien against Borrower's deposit accounts and investment property without notice. Cumulative. Exercise any rights and remedies as provided under the Note and the other Loan Documents, or as provided by law or equity. FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information as Bank may reasonably request from time to time, including without limitation, financial statements and information pertaining to Borrower's financial condition. Such information shall be true,complete,and accurate. FINANCIAL COVENANTS. Borrower agrees to the following provisions from the date hereof until final payment in full of the Obligations, unless Bank shall otherwise consent in writing, using the financial information for Borrower, its subsidiaries, affiliates and its holding or parent company, as applicable: Deposit Relationship. Borrower shall maintain its primary depository account with Bank. CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER,THE BORROWER, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR BORROWER AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, INTELLIGENTLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE BORROWER HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF THE BORROWER'S BANK ACCOUNT AND OTHER ASSETS. BORROWER ACKNOWLEDGES AND UNDERSTANDS THAT BY ENTERING INTO THiS NOTE CONTAINING A CONFESSION OF JUDGMENT CLAUSE THAT BORROWER IS VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY GIVING UP ANY AND ALL RIGHTS, INCLUDING CONSTITUTIONAL RIGHTS, THAT BORROWER HAS OR MAY HAVE TO NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST BORROWER AND BEFORE THE BORROWER'S ASSETS, INCLUDING, WiTHOUT LIMITATION, ITS BANK ACCOUNTS, MAY BE GARNISHED, LEVIED, EXECUTED UPON AND/OR ATTACHED. BORROWER UNDERSTANDS THAT ANY SUCH GARNISHMENT, LEVY, EXECUTION AND/OR ATTACHMENT SHALL RENDER THE PROPERTY GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO BORROWER. IT 1S SPECIFICALLY ACKNOWLEDGED BY BORROWER THAT THE BANK HAS RELIED ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WAIVED BY BORROWER HEREIN IN RECEIVING THIS NOTE AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS TO THE BORROWER. 5.75080(Rev 31.0) Page 3 Note eoc Upon the occurrence of a default in the payment of the Obligations due under this Note or a Default(as defined in the other Loan Documents)under any other Loan Document, each Borrower hereby jointly and severally authorizes and empowers any attorney of any court of record or the prothonotary or clerk of any county in the Commonwealth of Pennsylvania, or in any jurisdiction where permitted by law or the clerk of any United States District Court, to appear for Borrower in any and all actions which may be brought hereunder and enter and confess judgment against the Borrower or any of them in favor of the Bank for � such sums as are due or may become due hereunder or under any other Loan Documents, together with f.) costs of suit and actual collection costs including, without limitation, reasonable attorneys' fees equal to lh 5%of the Obligations then due and owing but in no event less than$5,000.00, with or without declaration, without prior notice, without stay of execution and with release of all procedural errors and the right to issue executions forthwith. To the extent permitted by law. Borrower waives the right of inquisition on any real estate levied on, voluntarily condemns the same, authorizes the prothonotary or clerk to enter upon IA the writ of execution this voluntary condemnation and agrees that such real estate may be sold on a writ (D of execution;and also waives any relief from any appraisement,stay or exemption law of any state now in C) force or hereafter enacted. Borrower further waives the right to any notice and hearing prior to the (y) execution, levy, attachment or other type of enforcement of any judgment obtained hereunder, 0 including, without limitation, the right to be notified and heard prior to the garnishment, levy, execution upon and attachment of Borrower's bank accounts and otherro e Note verified by affidavit of any officer of the Bank shall have been filed in such act n,f it hall not bIf a copy of e necessary to file the original thereof as a warrant of attorney, any practice or usage to the contrary notwithstanding. The authority herein granted to confess judgment shall not be exhausted by any single exercise thereof, but shall continue and may be exercised from time to time as often as the Bank shall find it necessary and desirable and at all times until full payment of all amounts due hereunder and under any other Loan Documents. The Bank may confess one or more judgments in the same or different jurisdictions for all or any part of the Obligations arising hereunder or under any other Loan Documents to which Borrower is a party, without regard to whether judgment has theretofore been confessed on more than one occasion for the same Obligations. In the event that any judgment confessed against the Borrower is stricken or opened upon application by or on behalf of Borrower or any obligor for any reason, the Bank is hereby authorized and empowered to again appear for and confess judgment against Borrower for any part or all of the Obligations owing under this Note and/or for any other liabilities, as herein provided. WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Default(as defined in the other Loan Documents) shall operate as a waiver of any other Default or the same Default on a future occasion Neither the failure nor any delay on the part of Bank in exercising any right, power,or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Except to the extent otherwise provided by the Loan Documents or prohibited by law,each Borrower and each other person liable under this Note waives presentment, protest, notice of dishonor, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further,each agrees that Bank may(i)extend, modify or renew this Note or make a novation of the loan evidenced by this Note, and/or(ii) grant releases, compromises or indulgences with respect to any collateral securing this Note,or with respect to any Borrower or other person liable under this Note or any other Loan Documents, all without notice to or consent of each Borrower and other such person, and without affecting the liability of each Borrower and other such person; provided, Bank may not extend, modify or renew this Note or make a novation of the loan evidenced by this Note without the consent of the Borrower, or if there is more than one Borrower, without the consent of at least one Borrower; and further provided, if there is more than one Borrower, Bank may not enter into a modification of this Note which increases the burdens of a Borrower without the consent of that Borrower. MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in and rights under this Note and the other Loan Documents 53SOM(Rei 31 of Page 4 Noce doe are freely assignable, in whole or in part, by Bank. In addition, nothing in this Note or any of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign Obligations. Organization; Powers. Borrower represents that Borrower(i)is(a)an adult indiviwithout Bank's prior written consent is null and void. Any assignment shall not release Borrower from the dual and 1� is sui iuhs, or(b)a corporation, general partnership, limited partnership, limited liability company or other 1 legal entity, duly organized, validly existing and in good standing under the laws of its state of (D organization, and is authorized to do business in each other jurisdiction wherein its ownership of property In or conduct of business legally requires such organization (ii) has the power and authority to own its 9`1 properties and assets and to carry on its business as now being conducted and as now contemplated; and (iii) has the power and authority to execute, deliver and perform, and by all necessary action has �- authorized the execution, delivery and performance of,all of its obligations under this Note and any other Loan Document to which it is a party, Compliance with Laws. Borrower represents that Borrower and (!I any subsidiary and affiliate of Borrower and any guarantor are in compliance in all respects with all federal, state and local laws, rules and regulations applicable to its properties, operations, business, and aSr finances, including, without limitation, all applicable federal, state and local laws and regulations intended (dl to protect the environment; and the Employee Retirement Income Security Act of 1874, as amended ("ERISA"), if applicable. None of Borrower,or any subsidiary or affiliate of Borrower or any guarantor is a Sanctioned Person or has any of its assets in a Sanctioned Country or does business in or with, or derives any of its operating income from investments in or transactionswith, Sanctioned Persons or Sanctioned Countries in violation of economic sanctions administered by OFAC. The proceeds from the Loan will not be used to fund any operations in, finance any investments or activities in, or make any Payments to, a Sanctioned Person or a Sanctioned Country. "OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control "Sanctioned Country"means a country subject to a sanctions program identified on the list maintained by OFAC and available at http:Nwww.treas.gov/offices/enforcementlofac/programs/index.shtmi, or as otherwise published from time to time, "Sanctioned Person" means (i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC vailable at http://www_treas gov/offices/enforcement/ofac/sdnrndex.shtml, or as otherwise published from time to time,or(ii)(A)an agency of the government of a Sanctioned Country, (B)an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and interpreted in accordance with federal law and, except as preempted by federal law, the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement or any commitment letter that survives closing, the terms of this Note shall control. Borrowers Accounts. t Except as prohibited by law, Borrower grants Bank a security interest in all of Borrower's deposit accounts and investment property with Bank and any of its affiliates. Swap Agreements. All swap agreements(as defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower and Bank or its affiliates are independent agreements governed by the written provisions of said swap agreements,which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, agreements except as otherwise expressly provided in such payoff statement increase or change in the terms of this Note, except as otherwise expressly provided in said written sw agreements, and any payoff statement from Bank relating to this Note sha. Jurisdiction. Boll not apply to said swaprrower ap irrevocably agrees to non-exclusive personal jurisdiction in the state named in the Bank's address Borrower the first page hereof. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document Payments. All payments shall be mailed to Bank at Commercial Loan Services, P. O. Box 740502, Atlanta, GA 30374-0502; or other such address as provided by Bank in writing. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivered to the Borrower's address shown above or such other address as provided hereunder, and to Bank, if in writing and mailed or delivered to Wachovia Bank, National Association, Mail Code VA7628, P.Bank, 0. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Code VA7628, 7711 535090(Rev 310) Page 5 Nate.tlx Plantation Road, Roanoke, VA 24019 or such other address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In the event that Borrower changes Borrower's address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions. All references in the Loan Documents to Borrower, guarantor, person, document or other nouns of reference mean both the singular and plural form, as the case may ,.� be,and the term"person"shall mean any individual, person or entity. The captions contained in the Loan (a Documents are inserted for convenience only and shall not affect the meaning or interpretation of the tf► Loan Documents. Advances, Bank may, in its sole discretion, make other advances which shall be deemed to be advances under this Note, even though the stated principal amount of this Note may be exceeded as a result thereof. Posting of Payments. All yments f� normal banking hours after 2:00 p.m. local time at the address for payments set(forth above shall berg deemed received at it) the opening of the next banking day. Joint and Several Obligations. If there is more than one W Borrower, each is jointly and severally obligated together with all other parties obligated for the Q Obligations. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation to and/or similar taxes on this transaction whether assessed at closing or arising from time to time. 0 LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE 1N ANY WAY CONNECTED WiTH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE=S OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE iN THE FUTURE IN CONNECTION WiTH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help 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. For purposes of this section, account shall be understood to include loan accounts Telephone Communication Monttoring. Borrower agrees that Borrower's telephone communications with Bank may be monitored and/or recorded to improve customer service and security. Final Agreement. This Note and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent agreements of the parties. There are no unwritten agreements between the parties. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR iN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO, THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS NOTE. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY,THiS NOTE. 635 BO tRev 310) Page 8 Nae dDc IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note to be duly executed under seal. Stelo Enterprises, Inc. Irl By' (SEAL) F-4 n M_ Klieman,Co-President lfil By. •�I (SEAL) t� S dra D. Orr, Co-President (n (D Q (Y) CAT.Deal#2089694571 Facility ID 2089695474 () STATE OF ILLINOIS County of Corporate Acknowledgment This instrument was acknowledged before me on March t , 2009, by Susan M. Klieman as Co- President of Stelo Enterprises,Inc. JY VI (Signature of notary public) -W (Seal) OFFICIAL SEAL BARBARA SARTIN NOTARY PUBLIC-STATE OF tL.LIN01S Y COMMISSION EXPIRES NOV.02.2011 IM1 CAT-Deal#2089694571 Facility ID 2089695474 5&'QW(Rev:11 0) Page 7 Nota 00c EXHIBIT " B" --- �--(Page 1 of 6) 1 200150797796200650 PROMISSORY NOTE ril row. loan D t$ ?"tprityf loan NO call/Coll Account icer Inifua 5375 Ot3p.Ot3 tis-it-�Q'E3 4-3fl-2{313 R264R2292'1118 1205024837$ CCK373 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(Impatiens. Borrower; Stelo Enterprises,Inc. Lender: Wells Fargo Bank,National Association 974 Pine Road Harrisburg Carlisle,PA 17013 30 N 3rd St,9th Fir Harrisburg,PA 17101 Principal Amount: $375,000.00 Date of Note: May 11, 2012 PROMISE TO PAY. Stale,Enterprises, Inc. ("aorroweel promises to pay to Wells Fargo Bank, National Association ("Lender"), or order, in lawful money of the United States of America,the principal amount of Three Hundred Seventy-five Thousand&00!100 Dollars($375,000.00) or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid Interest on April 30, 2013. In addition,Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date,beginning June 4,2012,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;and then to any late charges. Borrower will pay Lender at Lendoes address shown above or at such other place as Lender may designate In writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an Index which is the floating rate equal to the Prime Rate set from time to time by Lender that serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto(the"Index). The Index is not necessarily the lowest rate charged by Lender on Its loans and is set by Lender In its sole discretion. 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 time the Index changes. interest will accrue on the outstanding principal balance of the Note at an Interest rate equal to the sum of the Index and the Margin,subject to any floor or ceiling rate that may apply. Each change in the Index shall become effective on the date each Prime Rate change Is announced wilhin.Lender. Lender may reamortize payments as described In the Note or from time to time in Lender's discretion to take into account changes in the interest rate. If payments are intended to amortize principal and interest, the reamortization may adjust the payment amount to an amount which would cause the Note to be fully paid over the intended amortization period of the Note In approximately equal successive payments. Reamortizstion well not change the Note maturity date. If Lender fails for any reason to timely or property adjust the interest rate or payment amount, Borrower shall notify Lender of the oversight, and Lender may retroactively adjust the interest rate to correct the oversight and/or reamortize and adjust the payment amount at any subsequent time as may be necessary. In no event shall Lender's failure to properly adjust the Interest rate or payment amount result in a forgiveness of any portion of the indebtedness. The "Index currently"stated below is the Index value(rounded to three decimal places)that existed at the time this agreement was prepared,and the"Initial Rate"stated herein is that Index value plus the Margin;they do not necessarily reflect the index in effect on the date of this agreement. The actual rate applicable to the Note is the actual index in effect each day plus the Margin, subject to any floor or ceiling rate,or any default rate,that may appy,with interest accrual calculated pursuant to the INTEREST CALCULATION METHOD paragraph. The"Margin" is the amount shown in the sentence below, stated as"<margin> percentage points over the index". If the margin value is stated as"<margin>percentage points under the index",then the Margin is that value expressed as a negative number. If the sentence states "using a rate equal to the Index",then the Margin is zero. Lender may round the index value to five decimal places at Lender's discretion. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 3.260% per annum. interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 1.250 percentage points over the Index,adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 5.000%. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.000%per annum or more than the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 3661360 basis;that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is oumanding. 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 1e,by Lender in writing,relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather,early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked"paid in fulf', '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: Wells Fargo Bank, National Association, BOG-Winston-Safeco Loan Ops Center,MAC*D4004-030,Ann. Accounting,401 Linden Street,3rd Floor Winston Salem,NC 27101-4157. LATE CHARGE. If a payment is 15 days or more late. Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled payment or$16.00,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 4.000 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 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 %rage z or b) PROMISSORY NOTE Loan No:0264022921/18 (Continued) Page 2 any of the related documents or to comply with or to perform any tern,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 Borrowers property or Borrower's ability to repay this Note or perform Borrower's obligations under[his 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 famished or becomes false or misleading at any time thereafter. Insotvoncy. 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 gamishment 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 Borrowers financial condition, or Lender believes the prospect of payment or performance of this Note Is impaired. Insecurity. Lender in good faith believes itself insecure. 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 taw,Lenders reasonable attorneys'fees and Lenders legal expenses, whether or not there is a lawsuit,including reasonable attorneys'fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction),and appeals. If not prohibited by applicable law,Borrower also will pay any court costs,in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania, RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrowers 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,of 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,and,at Lenders option,to administratively freeze all such accounts to allow Lender to protect Lenders charge and setoff rights provided in this paragraph. LINE OF CREDIT, This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing by Borrower or by an authorized person. Lender may,but need not,require that all oral requests be confirmed in writing. All communications, instructions,or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower agrees to be liable for all sums either, (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrowers accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lenders internal records,including daily computer print-outs. Lender will have no obligation to advance funds under this Note ff: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender,Including any agreement made In connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantors guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender, or (E) Lender in good faith believes Itself insecure. PAYMENT DUE DATE DEFERRAL„Payment invoices will be sent on a date(the"blifing date")which is prior to each payment due date.if this Note is booked near or after the billing date for the first scheduled payment,Lender may,In It's sole discretion,defer each scheduled payment date and/or the maturity date by one or more months. FINANCIAL STATEMENTS.Borrower agrees to provide to Lender,upon request,financial statements prepared in a manner and form acceptable to Lender, and copies of such tax returns and other financial Information and statements as may be requested by Lender. Each financial statement shall give a full and complete picture of Borrowers financial condition as of the statement's date, with ownership accurately reflected, and shall be signed and dated or otherwise authenticated to Lenders satisfaction. Borrower shall also furnish such information regarding Borrower or the Collateral or the use of loan proceeds as may be requested by Lender. Borrower warrants that all financial statements and information provided to Lender are and will be accurate,correct and complete. Borrower will permit Lender to examine or audit Borrower's books, accounts, and records, including any records in the possession of a third party, at any reasonable time upon request, at no cost to Lender. Such financial statements and other financial information shall be signed and dated by Borrower,and by any other party preparing such financial statements or otherwise authenticated to Lenders satisfaction. EXTENSION AND RENEWAL. Lender may, at Lenders discretion, renew or extend this Note by written notice to Borrower. Such renewal or extension will be effective as of the maturity date of this Note, and may be conditioned among other things on modification of Borrowers obligations hereunder,Including but not limited to a decrease in the amount available under this Note,an increase in the interest rate applicable to this Note and/or payment of a fee for such renewal or extension Borrower will be deemed to have accepted the terms of such extensions and renewals if Borrower does not deliver to Lender written rejection of such renewal or extension within 10 days following the date of the written notice of such changes, or if Borrower draws additional funds following receipt of such notice.After any renewal or extension of Borrowers �ray� ox b) Loan NO: 0264022921148 PROMISSORY NOTE (Continued) Page 3 obligations under this Note, the tart»"maturity date"as used in this Note will mean the new maturity date set forth in the written notice of extension or renewal of this Note.The Note may be modified,extended and renewed repeatedly In this manner. LiNE ADVANCES. Notwithstanding anything to the contrary, requests for advances communicated to any office of Lender by any person believed by Lender in good faith to be authorized to make the request,whether written,verbal,telephonic or electronic,may be acted upon by Lender, and Borrower will be liable for sums advanced by Lender pursuant to such request. Such requests for advances shall be deemed authorized by Borrower, and Lender shall not be liable for such advances made In good faith, and with respect to advances deposited to the credit of any deposit account of Borrower,such advances,when so deposited,shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. Borrower agrees to indemnify and hold Lender harmless from and against all damages, liabilities, costs and expenses(including attorney's fees)arising out of any claim by Borrower or any third party against Lender in connection with Lender's performance of transfers as described above. CREDIT BUREAU INQUIRIES. The parties hereto,and each individual signing below in a representative capacity,agree that Lender may obtain business and/or personal credit reports and tax returns on each of them In their Individual capacities. APPLICATION OF PAYMENTS. Notwithstanding the application of payment provided in the Payment section of this Note, unless otherwise agreed,all sums received from Borrower may be applied to interest,fees,principal,or any other amounts due to Lender in any order at Lender's sole discretion. If a final payment amount is set out in the Payment section of this Note,Borrower understands that it is an estimate,and that the actual final payment amount will depend upon when payments are received and other factors. ADDITIONAL, EVENTS OF DEFAULT. In addition to the Events of Default described above, the following shall be an Event of Default, if applicable; (i)any change to ownership of an aggregate of twenty-five percent(25%)or more of the common stock,members'equity or other ownership interest in Borrower, (ii) the withdrawal, resignation or expulsion of any one or more of the general partners In Borrower with an aggregate ownership interest in Borrower of twenty-five percent(25%)or more,or(ill)any of the preceding events occurs with respect to any general partner of Borrower or guarantor of any indebtedness of Borrower under this Note. DEFAULT RATE.At Lender's option and without prior notice,upon default or at any time during the pendency of any event of default under the Note or any related loan documents.Lender may impose a default rate of interest(the"Default Rate')equal to the pre-default interest rate plus four percent per annum,not to exceed the maximum lawful rate. If the pre-default rate is a floating or adjustable rate based upon an Index,it will Continue to float or adjust on the same periodic schedule,and the Default Rate will be a variable rate per annum equal to the applicable Index plus the pre-default margin plus four percent, not to exceed the maximum lawful rate. The Default Rate shall remain in effect until the default has been cured and that fact has been communicated to and confirmed by Lender. Lender may, from time to time in Its discretion, adjust or reamortize payments to take into account changes in the interest rate. Lender shall give written notice to Borrower of Lenders imposition of the Default Rate,except that if the Note is not paid at maturity.Lender may impose the Default Rate from the maturity date to the date paid in full without notice. Lender's Imposition of the Default Rate shall not constitute an election of remedies or otherwise ty d Lender's rights concerning other remedies available to Lender as a result of the occurrence of an event of default. In the event of a conflict between the Provisions of this paragraph and any other provision of the Note or any related agreement,the provisions of this paragraph shall control. If a default rate is prohibited by applicable law,then the pre-default rate(including periodic rate adjustments for floating or adjustable rates)shall continue to apply after default or maturity. FURTHER ASSURANCES.The parties hereto agree to do all things deemed necessary by Lender in order to fully document the loan evidenced by this Note and any related agreements,and will fully cooperate concerning the execution and delivery of security agreements,stock powers, instructions and/or other documents pertaining to any collateral intended to secure the Indebtedness. The undersigned agree to assist in the cure of any defects in the execution,delivery or substance of the Note and related agreements,and in the creation and perfection of any liens, security interests or other collateral rights securing the Note. Borrower further agrees to pay Lender immediately upon demand the full amount of all charges,costs and expenses(to include fees paid to third patties)expended or incurred by Lender to monitor Lender's interest in any real property pledged as collateral for this Note.Including without limitation all costs of appraisals. CONSENT TO SELL LOAN.The parties hereto agree:(a)Lender may sell or transfer all or part of this loan to one or more purchasers,whether related or unrelated to Lender;(b)Lender may provide to any purchaser,or potential purchaser,any information or knowledge Lender may have about the parties or about any other matter relating to this loan obligation,and the parties waive any rights to privacy it may have with respect to such matters;(c)the purchaser of a loan will be considered its absolute owner and will have all the rights granted under the ban documents or agreements governing the sale of the loan;and(d)the purchaser of a ban may enforce its interests irrespective of any claims or defenses that the patties may have against Lender. FACSIMILE AND COUNTERPART. This document may be signed'In any number of separate copies, each of which shall be effective as an original,but an of which taken together shall constitute a single document. An electronic transmission or other facsimile of this document or any related document shall be deemed an original and shall be admissible as evidence of the document and the signer's execution. DOCUMENT DELIVERY AND ELECTRONIC TRANSMISSION OF DOCUMENTS. Each party or person signing this agreement(referred to in this paragraph as"you")agrees that Lender may,in its sole discretion,rely upon any document,report,financial statement,tax return,agreement or other communication("Document")physically delivered to Lender by mail,hand delivery or delivery service which Lender in good faith believed was sent by you or any of your representatives or employees. Similarly, Lender may, in fts sole discretion, rely upon any Document sent by email, facsimile or other electronic means to Lender which Lender In good faith believed was sent by you or any of your representatives or employees. Lender may treat the Document as genuine and authorized to the same extent as if it was an original document validly executed or authenticated as genuine by you. Lender may from time to time In its sole discretion reject any such Document and require a signed original, or require you to provide acceptable authentication of any such Document before accepting or relying an same. You understand and acknowledge that there is a risk that Documents sent by electronic means may be viewed or received by unauthorized persons,and you agree that by sending Documents by electronic means,you shall be deemed to have accepted this risk and the consequences of any such unauthorized disclosure. COMMUNITY PROPERTY.in addition to the rights of Lender under any applicable community property laws, any Borrower who has an interest in community property under applicable law acknowledges and agrees that his/her obligation as borrower Is incurred in the Interest of and to benefit the marital community(or domestic partnership,if applicable),and expressly agrees that recourse may be had against his or her separate property and his or her rights in community property and community assets for an of his Or her obligations to Lender,in addition to any other property that may be subject to rights of Lender. SECURITY INTEREST AND RIGHT OF SETOFF.In addition to all liens upon and rights of setoff arising by law, Borrower pledges and grants to Lender as security for Borrower's indebtedness and obligations under the Note(excluding arty consumer obligations subject to the Federal Truth In Lending Act) a security interest and hen upon all monies, securities, securities accounts, brokerage accounts, deposit accounts and other property of Borrower now or hereafter In the possession of or on deposit with Lender or any Wells Fargo affiliate,whether held in a general or special account or for safekeeping or otherwise,excluding however all IRA and Keogh accounts. No security interest,lien or right of setoff will be deemed to have been waived by any act or conduct on the part of Lender, or by any neglect to exercise such right,or by any delay In so doing,and every right of setoff, lien and security interest will continue in full force and effect until specifically waived or released by Lender in (Page 4 of 6) Loan No: 0264022921118 PROMISSORY NOTE (Continued) Page 4 writing. WARRANT OF ATTORNEY TO CONFESS JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY, ANY ATTORNEY OR ANY CLERK OF ANY COURT OF RECORD, FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT,TO APPEAR FOR AND CONFESS JUDGMENT AGAINST BORROWER FOR SUCH SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS NOTE,WITH OR WITHOUT DECLARATION.WITH COSTS OF SUiT, WITHOUT STAY OF EXECUTION AND WITH AN AMOUNT EQUAL TO FIFTEEN PERCENT(16x)OF THE AMOUNT OF SUCH JUDGMENT BUT NOT LESS THAN TEN THOUSAND DOLLARS($10,000), ADDED FOR ATTORNEYS' COLLECTION FEES. TO THE EXTENT PERMITTED BY LAW, BORROWER RELEASES ALL ERRORS IN SUCH PROCEEDINGS AND BORROWER WAIVES THE RIGHT TO ANY STAY OF EXECUTION, THE BENEFIT OF ANY EXEMPTION LAWS,AND ALL RIGHTS OF APPEAL. IF A COPY OF THIS NOTE,VERIFIED BY AFFIDAVIT BY OR ON BEHALF OF THE HOLDER OF THIS NOTE SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL NOTE AS A WARRANT OF ATTORNEY THE EXERCISE THEREOF AND MAY BE EXERCISED AS OFTEN AS THE HOLDER SHALL FIND IT NECESSARY AND DESIRAUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED 8Y THE INITIALTE SHALL BE A SUFFICIENT WARRANT THEREFORE. THE HOLDER HEREOF MAY CONFESS ONE OR MORE JUDGMENTS IN THE SAME TE DIFFERENT JURISDICTIONS FOR ALL OR ANY PART OF THE AMOUNT OWING HEREUNDER,WITHOUT REGARD TO WHETHER JUDGMEOR NT HAS THERETOFORE BEEN CONFESSED ON MORE THAN ONE OCCASION FOR THE SAME AMOUNT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN FULL. IN THE EVENT ANY JUDGMENT CONFESSED AGAINST BORROWER HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON BORROWER'S BEHALF FOR ANY REASON, THE HOLDER IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS JUDGMENT AGAINST BORROWER FOR ANY PART OR ALL OF THE AMOUNTS OWING HEREUNDER,AS PROVIDED FOR HEREIN,iF DOING SO WILL CURE ANY ERRORS OR DEFECTS IN SUCH PRIOR PROCEEDINGS. LOAN FEE AUTHORIZATION. Borrower shat! pay to Lender any and all fees as specified in the "Disbursement Request and Authorization" executed by Borrower in connection with this Note. Such fees are non-refundable and shall be due and payable in full Immediately upon Borrower's execution of this Note. ADDITIONAL EVENTS OF DEFAULT. In addition to the Events of Default described herein, the following shall be an Event of Default if applicable.(i)Borrower or Guarantor falls to comply with any terms or conditions of any agreement with Lender or any Wells Fargo Affiliate;or anyBotheryag eemener or tawithntor eLende vokero ranyute the validity Of anyWells Fargo ffiliate�fits For liabilities oof obligations provision Wells Fargo Affiliate shreement, or alRelated ll mean Welles Documents or go& Company and any present or future subsidiary of Wells Fargo a Company. TRADE FiNANCE SUBpEATURE,Borrower shall have available a Letter of Credit Subfeature and a Foreign Exchange Subfeature as described in this section,in a total amount not to exceed the available principal amount of the line of credit evidenced by this Note_ A. Letters of Credit Subfeature. As a Subfeature of this Note, Lender may from time to time Issue or cause to be issued by a Wells Fargo Affiliate(such Lender or Wells Fargo Affiliate being referred to herein as the "Issuer")for your account, commercial and/or standby letters of credit(each Individually,a"Letter of Credit"and collectively"Letters of Credit");provided however,that the form and substance of each Letter Of Credit shall be subject t0 approval by the Issuer In its sole discretion. Each Letter of Credit shall be issued for a term designated by Borrower, provided however,that no Letter of Credit shall have an expiration subsequent to the maturity of the Note unless otherwise agreed to by Issuer and lender. Each Letter of Credit shall be subject to the terms and conditions of a Letter of Credit Agreement and related documents, if any, required by issuer In connection with the issuance of such Letter of Credit(each individually a"Letter of Credit Agreement"and collectively,the "Letter of Credit Agreements"). Each draft paid by Issuer under a Letter of Credit and reimbursed by Lender shall be paid with an advance under the Note and shat{ be repaid by Borrower In accordance with the terms and conditions of the Note applicable to such advances: provided however,that if advances under the Note are not available,for any reason whatsoever, at the time any amount is paid by Lender,then the full amount of such advance shall be immediately due and payable,together with interest thereon,from the date such amount is paid by issuer or Lender to the date such amount Is fully repaid by Borrower, at the rate of interest applicable to advances under the Note. In such event, Borrower agrees that Issuer or Lender,at Issuer's or Lender's sole discretion,may debit Borrower's deposit accounts)with Lender or a Wells Fargo Affiliate for the amount of any such draft. Upon the issuance of an amendment to a Letter of Credit,upon the reimbursement by Lender of a draft under any Letter of Credit,and otherwise as agreed by Borrower and Issuer pursuant to the Letter of Credit Agreements,Borrower shall pay to Issuer or Lender fees determined in accordance with tssuer'e/Lender's standard fees and charges at such time. B. Foreign Exchange Subfeature. As a subfeature of this Note, Lender or a Wells Fargo Affiliate(such Lender or Wells Fargo Affiliate being referred to herein as the"Exchanger")may,in its sole discretion,from time to time up to and including the maturity date of the Note,enter into foreign exchange transactions for the account of Borrower for the purchase and/or sale,or options on the purchase and/or sale,by Borrower of the currency of the United States and of foreign countries. Each foreign exchange transaction entered into between the Exchanger and Borrower shall be subject to the terms and conditions of the foreign exchange master agreement, the form and substance of which must be acceptable to the Exchanger in all respects In its sole discretion. Notwithstanding the foregoing,the Exchanger is not obligated to enter into any foreign exchange transactions with Borrower. C. Subfeature Limits. The amount available for drawing under all Letters of Credit,plus the amount drawn under the Letters of Credit but not yet reimbursed, plus 120% of the amount of all outstanding foreign exchange contracts, shall be reserved under the Note and shall not be available for Note advances. The amount available for drawing under all Letters of Credit,plus the amount drawn under such letters of credit but not yet reimbursed, plus 120%of the amount of ell outstanding foreign exchange contracts,plus the principal amounts of any advances outstanding under the Note,Shap not at any time exceed the principal amount of the Note,unless allowed by Lender at Lender's full discretion. Any excess amount shall be fully due and payable immediately without notice. As used herein, Wells Fargo Affiliate means any present or future subsidiary of Wells Fargo&Company,any subsidiary thereof,and any successors of such financial service companies. ARBITRATION AGREEMENT.Arbitration-Binding Arbitration Lender and each party to this agreement hereby agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. Arbitration may be demanded before the institution of a judicial proceeding,or during a judicial proceeding,but not more than 60 days after service of a complaint, third party complaint,cross-claim, or any answer thereto, or any amendment to any of such pleadings. A"Dispute"shall include any dispute, claim or controversy of any kind,whether in contract or In tort, legal or equitable,now existing or hereafter arising,relating in any way to any aspect of this agreement,or any related agreement incorporating this Arbitration Program(the"Documents"),or any renewal,extension, modification or refinancing of any indebtedness or obligation relating thereto, including without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination, DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RiGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED PURSUANT,TO THIS ARBITRATION PROGRAM. A. Governing dna Any arbitration proceeding will (i) be governed by the Federal Arbitration Act (rifle 8 of the United States Code), notwithstanding any conflicting choirs of law provision in any of the documents between the parties; and(ii)be conducted by the American Arbitration Association("AAA•),or such other administrator as the parties shall mutually agree upon,In accordance with the AAA's commercial Loan No: 0264022921118 PROMISSORY NOTE (Continued) Page 5 dispute resolution procedures, of claimed interest, arbitration fees and unless the claim or counterclaim is at least$1,000,000.00 eyousive costs, in which case the abttratlon shall be conducted In accordance with the AAA's optional pro disputes(the commercial dispute resolution procedures or the optional procedures for large,complex Ccedures for targe, complex commerciald ommercial disputes are referred to herein, as applicable,as the"Rules"). If there is any inconsistency between the terms hereof and the Rules,the terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties,or if they cannot agree,then at a location selected by the AAA In the state of the applicable substantive law primarily governing the Note. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. Nothing contained herein shall be deemed to be a waiver by any patty that Is a bank of the protections afforded to it under 12 U.S.C.Section 91 or any similar applicable state law. B, L40 W2j The foreclose against real or personal property collateral;(i)exercise sell-hep remedtiesorelating t ment cdla does rat or Proceeds the Of cpollateral such as to setoff or repossession; or(Iii)obtain provisional or ancillary remedies such as replevin,injunctive relief,attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not Constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration or reference hereunder,Including those arising from the exercise of the actions detailed in sections(i), (l]l and(iii)of this paragraph. C. Arbitrator Ou-latest-na and potters Any arbitration proceeding decided by a single arbitrator selected according to the Rule ,and who hag not render anch the uaward nt in cof greater rthan Is $5,000,000.00.000,000.00 rAny Disless pute in which the amount in controversy exceeds$5,000,000.00 shall be decided by majority vote of a panel of three arbitrators;provided however, that all three arbitrators must actively participate in all hearings and deliberations. Every arbitrator must be a neutral practicing attorney or a retired member of the state or federal judiciary,in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion)any pre-hearing motions which are similar to motions to dismiss for failure to state a claim y award. The or-motions for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective an arbitrator shall also-have the power to award recovery of all costs and fees,to impose sanctions and to take such other action n the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules Of Civil Procedure,the applicable state rules of Civil procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having Jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party,including the plaintiff,to submit the Controversy or claim to arbilration if any other party contests such action for judicial relief. D—INA112YAM In ay arbitration proceeding discovery will be permitted In accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods,or any discovery disputes,will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining Information is available. to shag be arbitration,or to include in any arbitration any dispute ase representative or memd to ber of a oin or cuss,orrlto act n any utes s bitor silli on in non-parties interestrof the general public or in a private attorney general capacity. As used herein,"non-parties"shall mean all persons and entities except Lender and the party(ies)executing this agreement or any related Document. F- Mlaeel angios To the maximum extent practicable,the AAA,the arbitrators and the parties shall take all action required to Conclude any arbitration proceeding within ISO days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence,content or results thereof,except for disclosures of information by a party required in the ordinary course of its business or by applicable law or regulation. if more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly related to the documents between the parties or the subject matter of the Dispute shag control. This arbitration provision shall survive the repayment of the Note and the termination, amendment or expiration of any of the Documents or any relationship between the parties. G. Real P(0RQML_Q2Uat=L Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration If the Dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property and the Dispute is governed by the laws of California, Connecticut, Idaho, Montana, Nevada, South Dakota or Utah, unless any conditions for arbitration that may be set forth In the mortgage or deed of trust are satisfied;if any such Disputes are not referred to arbitration,then any provision in such mortgage or deed of trust providing for referral of Disputes t0 a referee or master under the laws of California or Utah shall be applicable to such Disputes. H State Specific_proyi�_ If Delaware or Penna avant-1the following provision Is included: y�.__a�Qoye.Ti9 the Dlabute, Confession of Judgment. Notwithstanding anything herein to the contrary, the arbitration requirement does not limit or preclude the right of Lender to confess judgment pursuant to a warrant of attorney provision set forth in the Note or Related Documents. No party shall have the right to demand binding arbitration of ay claim, dispute or controversy seeking to (i) strike-off or open a Judgment obtained by Confession pursuant to a warrant of attorney contained in the Note or Related Documents,or(it)challenge the waiver of a right to prior notice and a hearing before judgment is entered, or after Judgment Is entered, but before execution upon the judgment. Any claims, disputes or controversies challenging the confession of judgment shall be commenced and prosecuted In accordance with the procedures set forth, and in the forum specified by the applicable state rules of civil Proeeduro or other applicable law. ifi@arvranit law yovemt the LU=,the following provision is Included: Confossion of Judgment.Notwithstanding anything herein to the contrary, the arbitration requirement does not limit or preclude the right of Lender to confess judgment,and no party shag have the right to demand binding arbitration of any claim,dispute or controversy seeking to open a judgment obtained by confession. Nothing herein,including the arbitration requirement,shall limit the right of any party to foreclose judicially or non-judicially against any real or personal property collateral,or exercise judicial or non-judicial power of sale rights. No provision regarding submission to a Jurisdiction and/or venue in any court or the waiver of any right to trial by jury is intended or shall be Construed to be In derogation of the provisions for arbitration of any dispute. Any claim or counterclaim or defense raised in connection with Lender's exercise of any rights set forth in the Note or Related Documents shell be subject to the arbitration requirement. If ' the following provision is included: WAIVER OF JURY TRIAL NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES' AGREEMENT TO ARBITRATE ANY DISPUTE AS SET FORTH IN THIS MORTGAGE, TO THE EXTENT ANY DISPUTE IS NOT SUBMITTED TO ARBITRATION OR iS DEEMED BY THE ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE ARBITRATED,MORTGAGOR AND MORTGAGEE WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH DISPUTE AND Loan No: 0264022929/18 PROMISSORY NOTE (Continued) Page 6 ANY ACTION ON SUCH DISPUTE. THIS WAIVER IS KNOIMHGLY, WILLINGLY AND VOLUNTARILY MADE BY MORTGAGOR AND MORTGAGEE,AND MORTGAGOR AND MORTGAGEE HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS. MORTGAGOR AND MORTGAGEE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. MORTGAGOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS MORTGAGEE AND IN THE MAKING,OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL,AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL it yirainia law ooverns tho Diso ate,the following provision Is Included: Confession of Judgment. The arbitration requirement does not limit or preclude the right of Lender to confess judgment pursuant to a warrant of attorney provision set forth in the Note or Related Documents. No party shall have the right to demand binding arbitration of any claim, dispute or controversy seeking to(i)strlke-off or open a judgment obtained by confession pursuant to a warrant Of attorney contained in the Note or Related Documents, (i)challenge the waiver of a right to prior notice and a hearing before judgment Is entered,or after judgment is entered, but before execution upon the judgment. Any claims, disputes or controversies challenging the confession of judgment shall be commenced and prosecuted in accordance with the procedures set forth, and In the forum Specified by the applicable state rules of civil procedure or other applicable law. ADDITIONAL PROVISION FOR FINANCIAL DERIVATIVES.However, if any financial derivative is provided by Lender with respect to this Note, the following rules apply:(a)if a floating to fixed interest rate swap(whether documented by an ISDA Master Agreement or a Rate Management Agreement)is currently effective, the Floor Rate shall not apply, unless the interest rate swap is documented pursuant to an ISDA Master Agreement and contains an embedded floor;and(b)if a rate cap is currently effective,the Floor Rate shag apply. AUTOMATIC DE131T OF PAYMENTS.Borrower agrees to maintain Borrower's deposit account with Lender,account number 2000030116836, from which Lender is authorized to debit loan payments,fees and such other sums as may be payable under the Note or related loan documents as they become due with respect to this loan and any renewals and extensions of this loan, and shag keep such deposit account in good standing at an times. This authorization shall remain in full force and effect until discontinued by Lender, or until written revocation from Borrower has been recelved.and processed by Lender at the address of Lender set out In the"PREPAYMENT"or"PREPAYMENT PENALTY" paragraph of the Promissory Note. if this authorization is revoked,or if the account is not maintained in good standing,or if Lender Is not able to collect such amounts from the account as they become due for any reason,then Lender may increase the pre-maturity interest rate applicable to this Credit immediately and without notice by one quarter percent (1/4%). PRIOR NOTE. This Note renews the Promissory Nate from Borrower to Wachovia Bank, National Association dated March 7, 2011 in the original principal amount of$375,000.00,and it is not a novation of the obligations Of that note. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrowers heirs, personal representatives, successors and assigns,and shag inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any pan 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 taw,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 loan or release any party or guarantor or collateral;or Impair,fall to realize upon or perfect Lender's security interest in the collateral;and take any other action deemed necessary by Lender without the consent of or notice to anyone. Ail 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. 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: STELO ENTERPRISES,INC. By: di Seal) taip D Gun Co•Pr Idont of Stelo nterpriaes,Inc. IOW IRO LmGP.K.SSP0OtO3 Cav,bNCC II+nW,GMeti.M.D4l,A,] —oft Rr — .PA II'UxOOG�etPtoM.c♦w.130l,PAA EXHIBIT " C" IL , i 200000000000aoosss CHANGE IN TERMS AGREEMENT '7:�:..' _,.�, .�.�(:!: Y ,, f' 1ti�•?„_yth".�;�.," :��:' i+�'9t��S�.•�i>;Y�S�` a�•�,y. ��,(�::"?; References in the boxes above are for I.endar's use anly`and do not Limit thea plicabil'rty of this document to an �,�^ • An i[em above contalnln Ras been omitted due to text lengtit iimftadons. y particular loan or item. Borrower: steno Enterprises,inti 974 Pine Road Lender: Wells Fargo Hank,National Association Carlisle,PA 17016-9373 Lancaster 100 N queen St,3rd Fir Lancaster,PA 17603 Principal Amount: $375,000.00 DESCRIPTION OF EXISTING INDEBTEDNESS, Walla Fargo Bank,National Association,("Lender)has extended edit t SteJo Enterate of Agreement prises,In . (Individually and Collectively "80rmwer)pursuant to a promissory note dated May 11, 2012, as amended from time to time, in the original Principal amount of$375,000.00 (the"Note"). The Note and any loan agreements,guaranties, subordinations, deeds of trust, mortgages, Security agreements,and any other Instruments and documents executed In Connection therewith,together with any previous modifications to any of these instruments or documents,shaft be referred to as the'Loan DoCUMents. This Amendment constitutes anan►andmen,of the Note and is not intended to be,and shall not be deemed to Ctifts"tuta a novation thereof.. DESCRIPTION OF CHANGE IN TERMS. Borrower has requested certain modifications to the Loan Documents and Lender Is wilting to grant such modifications on the following terms and conditions,provided that an conditions stated herein are satisfied, the terms of the Loan Documents are hereby modified as follows; A. The maturity date of the note is hereby modified to be April 25,2014,with the understanding that scheduled payments a due until the new maturity date,at which time all unpaid pdnCfpal,accrued interest and any other unpaid amounts enol!be due shall adtpayabto le inn >un. B. The note Is hereby amended by restating that certain paragraph entitled WARRANT OF ATTORNEY TO CONFESS JUDGMENT as follows: WARRANT OF ATTORNEY R CONFESS JCLERK OF BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EIttPOWERS THE PROTHONOTARY, ANY ATTORNEY OR ANY CLERK OF ANY COURT OF RECORD, FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT,TO APPEAR FOR AND CONFESS JUDGMENT AGA{NST BORROWER FOR SUCH 3UNl5 AS ARE DUE ANDiOR MAY BECOME DUE EQUAL TO UNDER THIS NOTE,WITH NT OF THE WITHOUT DECLARAUNT OF TION,WITH COSTS OF SUITSUCHjUDG ,WITHOUT STAY OF EXECUTION AND WITH AN AMOUNT FOR BORROWER ATTORE FIFTEEN AIVECT HE FEES.ATOOTHE EXTENT PERMITTEDNSY LAW.BORROWER RELallT NOT LESS THAN LEEA$3 ALL ERRORS N SUCH THOUSAND DOLLAMS($10.0001. ROCEEDINGS AND BORROWER WAIVES THE RIGHT TO ANY STAY OF EXECUTION, THE BENEFIT OF ANY EXEMPTION LAWS, AND ALL RIGHTS OF APPEAL. IF A COPY OF THIS NOTE,VERIFIED BY AFFIDAVIT BY OR ON BEHALF OF THE HOLDER OF THIS NOTE SHALL HAVE BEEN FILED IN SUCH ACTION, iT SHALL NOT BE NECESSARY TO FiLE THE ORIGINAL NOTE AS A WARRANT OF ATTORNEY, THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE EXERCISED AS OFTEN AS THE HOLDER SHALL FIND IT NECESSARY AND DESIRABLE AND THIS NOTE SHALL BE A SUFFICIENT WARRANT THEREFORE. THE HOLDER HEREOF MAY CONFESS ONE OR MORE JUDGMENTS IN THE SAME OR DIFFERENT JURISDICTIONS FOR ALL OR ANY PART OF THE AMOUNT OWING HEREUNDER, WITHOUT REGARD TO WHETHER JUDGMENT HAS THERETOFORE BEEN CONFESSED ON MORE THAN ONE OCCASION FOR THE SAME AMOUNT UNTIL ALL AMOUNTS OWiNG ON T141S NOTE HAVE BEEN PAiD IN FULL. IN THE EVENT ANY JUDGMENT CONFESSED AGAINST BORROWER HEREUNDER iS STRICKEN OR OPENED UPON APPLICATION BY OR ON BORROWER'S BEHALF FOR ANY REASON,THE HOLDER IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS JUDGMENT AGAINST BORROWER FOR ANY PART OR ALL OF THE AMOUNTS OWING HEREUNDER, AS PROVIDED FOR HEREIN,IF DOiNG SO WILL CURE ANY ERRORS OR DEFECTS IN SUCH PRIOR PROCEEDINGS.. 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 arty future change in terms. Nothing in this Agreement will constitute a satigfactlon of the obligation(&). It is the intention of Lender to retain as liable parties all makers and endorsers of the original ob"98Uon(s),including accommodation parties,unless a Party is expressly rebased 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 parry consents to the changes and provislons 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. FACSIMILE AND COUNTERPART This document may be signed in any number of separate copies, each of which shall be effective as an original,but an of which taken together snail constitute a single document, An electronic transmission or other facsimile of this document or any related document shall be deemed an original and shah be admissible as evidence of the document and the signer's execution. ARBITRATION AGREEMENT.Arbitration _Bind)np Ad rUj=. Lender and each party to this agreement hereby agree, Upon demand by any pally, to submit any Dispute to binding arbitration in accordance with the terms Of this Arbitration Program. Arbitration may be demanded before the institution of a judicial proceeding,or during a judicial proceeding,but not more than 60 days after service of a complaint, third party Complaint, cross-claim, or any answer thereto, or any amendment to any of such pleadings. A"Dispute" shall include any dispute, claim or controversy of any kind,whether in contract or in tort,"at or ectultable,now existing or hereafter arising,relating in any way to any aspect of this agreement, or any related nota, instrument or agreement incorporating this Arbitration Program (the "Doeuments'j, or any renewal. extension,modification or refinancing of any indebtedness or obligation relating thereto,including without limitation,their negotiation,execution, conateralization,administration,repayment,modification,extension,substitution,tormatlon,inducement,enforcement,default or termination,or any request for additional r credit. This r provision is r material inducement for the parties entering into the transactions relating to this Agreement In the Quant of a court ordered arbitration, the Party requesting arbitration shaft be responsible for timely filing the demand for arbitration and Paying the appropriate filing fee within 30 days of the abatement order or the time spedned by the court;the party's failure to do so shall result in that Party's right to demand arbitration being automatically terminated with respect to such Dispute. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE t AW, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAiVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY W(ii-i RESPECT TO ANY DISPUTE (Page 2 of 3) CHANGE IN TERMS AGREEMENT Loan No: 0264022921-26 (Continued) Page 2 ARBITRATED PURSUANT TO THiS ARBITRATION PROGRAM. on notwithstanding any conflicting choice ce of law provisioHn iii be any governed the doby the uments between the patties; andl Arbitration Act tle 9 of the United(h) be Conducted by tetAmerrican Arbitration Association CAAA'),Or such Other administrator as the parties shall mutually agree upon,In accordance with the AAA's commercial dispute resolution procedures, unless the claim or counterclaim Is at least$1,000,000.00 excfuslve Of Claimed interest, arbitration fees and costs, in which case the arbitration shall be conducted in accordance with the AAA's Optional procedures for large, complex commercial disputes(the commercial dispute resolution procedures or the optional procedures for large,complex commercial disputes are referred to herein, as OPPricable,as the"Rules"), If there Is any inconsistency between the terms hereof and the Rules,the terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties,or If they cannot agree,then at a location selected by the AAA in the state of the applicable substantive law primarily governing the Note. Any party h refuses 10 submit to arbitration following a demand by any other party shag bear all costs and expenses incurred by such otherparttysinrcompelling arbitration of any Dispute. The arbitrator shall award sif costs and expenses of the arbitration proceeding, E._N4 HUaivor of Provtslenal Remedies Sarf a _ �� tl�The arbitration requirement does not limit the right of any partto i �1BlSL nil Fore be�re Y () foreclose against real or personal property collateral;(il)exercise self-help remedies relating to collateral or proceeds of Collateral such as setoff or repossession;or pie)obtain provisional or ancillary remedies such as not constitute a waiver of the right or obligation of any replevin,Injunctive retial,attachment or the appointment of a receiver, before during or ager the pendency of any arbitration proceeding. This exclusion does Party to submit any Dispute to arbitration or reference hereunder,including those arising from the exercise of the actions detailed in sections(i), (11)and(iii)of this paragraph. c. Artitrator Ouaut,i�ations and n n decided by a single arbitrator selected according t the tRules,ion rand proceeding shall in niot render anch the uaward of grnt in eaterthan$5,000,000.00.Is$5.0o0,0O0-00 rAny Dispute inin which the amount in controversy exceeds$5,000,000.00 shall be decided by majority vote of a panel of three arbitrators;provided however, that all three arbitrators must actively participate to all hearings and deliberations. Every arbitrator shall be a neutral practicIng attorney or a retired member of the State or federal judiciary,In either case with a minimum of tenyears experience in the substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation In determining any claim. in any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre-hearing motions which are similar to motions to dismiss for failure to state a claim of motions for summary adcourt Of such state arbitrator could order or grant allDisputes he iscoppeeF ereof aance nd such afth the ncill,laary relief as is substantive necessaryt make afferant ctive any or award relief that The arbitrator shall also have the power to award recovery of all costs and fees,to impose sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure,the applicable state rules of civil procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial rellef or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party,including the plaintiff,to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. D, Dlagovely. in any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery Shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods,or any discovery disputes,will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no attamativa means for obtaining information is available. I- Cla No hereto l be except parties to this agreement,or any contract, oir document relating g t thiin or s agreement,mte dertup to by 8n any arbitration inst others in y arbitration any d sputa as a representative or member Of a class,or to act In any arbitration in the Interest of the general public or in a private attorney general capacity. F_ Small Claims Court Any party may require that a Dispute be resolved in Small Claims Court If the Dispute and related claims are fully within that court's jurisdiction. G Real Pro uejjy Collateral Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute concerns Indebtedness secured directly or indirectly, in whole or in part, by any real property and the Dispute Is governed by the laws of California,Connecticut,Idaho,Kansas,Montana,Nevada,South Dakota,Virginia or Utah,unless any conditions for arbitration that may be set forth In the mortgage or deed of trust are satisfied; if any such Disputes are not referred to arbitration,then any provision in such mortgage or dead of trust providing for referral of Disputes to a referee or master under the taws of California, Connecticut, Idaho, Kansas, Montana, Nevada,South Dakota,Virginia or Utah shall be applicable to such Disputes. H. tatg$seci s Provlsigne• It Delaware,PennSvlvanla or Vbainla taw oovems the Dlaeute,The following a-oere is a Crintessron or l ament in the Nnte any fimmamnIX or Related jtpcumerrts ,onfession of.ludLuMent. Notwithstanding anything herein to the contrary, the arbitration requirement doss not limit or preclude the right of lender to confess judgment pursuant to a warrant of attorney provision set forth in the Note, any Guaranty,or Related Documents. No party shall have the right to demand binding arbitratlon of any claim,dispute or controversy seeking to (i) strike-off or open a judgment obtained by confession pursuant to a warrant of attorney contained In the Note, any Guaranty, or Related Documents, or(ii)challenge the waiver of a right to prior notice and a hearing before judgment is entered, or atter judgment is entered, but before execution upon the Judgment. Any claims, disputes or controversies challenging the confession of judgment shalt be commenced and prosecuted In accordance with the procedures set forth, and in the forum specified by the applicable state rules of civi) procedure or other applicable law. If Maly)and law oovems the Dianu a He f4ftWas AMIllon 19 ble if thliM is a Cglifeeslan of Judgment III yy,Nota AML.GMAEUpj� or_Related Doc.mantls._Confwssion of Jdam n- Notwithstanding anything herein to the contrary,the arbitration requirement does not limit or Preclude the right of Lender to confess judgment, and no parry shag have the right to demand binding arbitration of any claim, dispute or controversy seeking to open a judgment obtained by confession. Nothing herein,including the arbitration requirement,shall limit the right of any Party to foreclose judicially or non-judicially against any real at personal property collateral, or exercise juditiaf or nonyudicial power of sale rights. No provision regarding submission to a jurisdiction and/or venue in any court of the waiver of any right to trial by jury is intended or shalt be Construed to be in derogation of the provisions for arbitration of any dispute. Any claim or counterclaim or defense raised In connection with Lender's exercise Of any rights set forth in the Note,any Guaranty,or Related Documents shall be subject to the arbitration requirement. 1f;5 Carolina taw eov me the QisoLL f foaewing prevLJon)s Included,1�'A)MR QF,NRY TIaL NOTWITHSTANDING ANYTHING HEREIN To TME CONTRARY, WITHOUT INTENDING IN ANY SHAY TO LIMIT THE PARTIES'AGREEMENT To ARBITRATE ANY DISPUTE AS SET FORTH IN THIS AGREEMENT, TD THE EXTENT ANY DISPUTE IS NOT SUBMiTTED TO ARBITRATION OR is QEEMEO BY THE ARBITRATOR OR BY ANY COURT WITH-JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE ARBITRATED, LENDER AND EACH spUM THIS WAIVE IS KNOWINTO THIS GLY, 1NI(.LINGLEMENT YEA TRIAL VOLUNTARILY MADE 8Y LENDER AND EACH PARTY, AND LEN ER AND UEACCH HiPARTY HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS CHANGE IN TERMS AGREEMENT Loan No, 0264022921»26 (Continued) Page 3 WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL tNDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS. LENDER AND EACH PARTY TO THIS AGREEMENT ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. EACH PARTY FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL,AND THAT IT HAS HAD THE OPPORTUNITY TO WSCUSS,THIS WAIVER WITH COUNSEL. I._-MbralkattalIS- -To the maximum extent practicable,the AAA,the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other patty to an arbitration proceeding may disclose the existence,content or results thereof,except for disclosures of information by a party required in the ordinary course of its business or by applicable raw or regulation. If mora than one agreement for arbitration by or between the parties potentially applies to a Dispute,the arbitration provision most directly related to the documents between the parties or the subject matter of the Dispute shall control. This arbitration provision shall survive the repayment of the Note and the termination,amendment or expiration of any of the Documents or any relationship between the parties. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, BORROWER AGREES TO THE TERMS OF THE AGREEMENT. BORROWER: STELO ENTERPRISES,INC. 8y: ?/Gil SeaO ndra D Gu pe, Co-Pr Went of Stelo nterprlses,Inc. LENDER: WELL3'FA GO BANK,NATION OC SSIATION i X Auth rized er WiR+MO t eNwp,W,la 4aNt Cep.IYnW wxb16Wuw,n,Ne,Wl,anis N lepb Reww,d-P1 KaWtODCiH�UO]ELft Trt-felya q.T6. EXHIBIT " D" t SECURITY AGREEMENT Stelo Enterprises,Inc. March 4,2010 974 Pine Road Carlisle,Pennsylvania 17015 individually and collectively,"Debtor") c�. �. Wachovia Bank,National Association 01 Philadelphia,Pennsylvania 19109 p Hereinafter referred to as"Bank") 0. This Security Agreement amends and restates that certain Security Agreement dated March 4,2009. IN cc For value received and to secure payment and performance of any and all obligations of Debtor (also a referred to herein as "Borrower") to Bank however created, arising or evidenced, whether direct or p indirect,absolute or contingent,now existing or hereafter arising or acquired, including swap agreements V-4 (as defined in 11 U.S.C. § 101, as in effect from time to time), future advances, and all costs and expenses incurred by Bank to obtain, preserve, perfect and enforce the security interest granted herein -and to maintain, preserve and collect the property subject to the security interest (collectively, "Secured Obligations"), Debtor hereby grants to Bank a continuing security interest in and lien upon, and for security purposes assigns and transfers to Bank until all of the Secured Obligations are repaid in full,the following described property,whether now owned or hereafter acquired,and any additions, replacemgnts, accessions, or substitutions thereof and all cash and non-cash proceeds and products thereof (collectively,"Collateral"): All of the personal property of Debtor of every kind and nature including, without limitation, all accounts, equipment, accessions, inventory, chattel paper, instruments, investment property, documents, letter-of- credit rights,deposit accounts,and general intangibles,wherever located. All of Debtor's deposit accounts with Bank and affiliates of Bank, including Debtor's certificate(s) of deposit with Bank number(s)247402043915507 and 247401233977531 ("Assigned Deposits"). Debtor hereby represents and agrees that: OWNERSHIP. Debtor owns the Collateral. The Collateral is free and clear of all liens,security interests, and claims except those previously reported in writing to and approved by Bank,and Debtor will keep the Collateral free and clear from all liens, security interests and claims, other than those granted to or approved by Bank. Until all of the Secured Obligations are repaid in full,Bank shall have the entire right and interest in and to the Assigned Deposits. By executing this Security Agreement,Debtor has divested itself of all control over the Assigned Deposits and Bank is entitled to and does possess sole dominion and control over the Assigned Deposits and is entitled to receive the benefits accruing with respect thereto. Debtor surrenders all authority or right to withdraw, collect, receive the benefits of, or otherwise assign or encumber the Assigned Deposits, and authorizes Bank(and each affiliate and branch office of Bank or such affiliate)to treat Bank as the sole and exclusive owner of the Assigned Deposits. Upon the maturity of the Assigned Deposits, other than Assigned Deposits at Bank that automatically roll over at maturity, Bank shall reinvest the Assigned Deposits in an investment of Bank's choice. Bank shall have no liability to Debtor for any loss incurred in connection with or arising out of any such reinvestment except for loss resulting from Bank's gross negligence or willful misconduct_ The assigArnent evidenced by this Security Agreement is a continuing one and is irrevocable so long as any of the Secured Obligations are outstanding or the Bank shall have any obligations under the loan Documents and shall terminate only upon payment or other satisfaction in full of all Secured Obligations or Bank's acknowledgment in writing that this Security Agreement has been terminated. Upon termination of this Security Agreement,and to the extent the Assigned Deposits have not been applied in satisfaction of the S3WW(Rev 30.01 WPS12114920584001 CDSAGRXXXX sewdoc Secured Obligations, Bank shall reassign the Assigned Deposits to Debtor and return any passbooks, certificates,and other documents in Bank's possession at Debtor's request. NAME AND OFFICES; JURISDICTION OF ORGANIZATION. The name and address of Debtor appearing at the beginning of this Agreement are Debtor's exact legal name and the address of its chief executive office. There has been no change in the name of Debtor, or the name under which Debtor conducts business, within the five years preceding the date hereof except as previously reported in writing to Bank. Debtor has not moved its chief executive office within the five years preceding the date hereof except as previously reported in writing to Bank. Debtor is organized under the laws of the Commonwealth of Pennsylvania and has not changed the jurisdiction of its organization within the,five 0 years preceding the date hereof except as previously repotted in writing to Bank. 0) 0 TITLEIT'AXES. Debtor has good and marketable title to the Collateral and will warrant and defend same Vd* against all claims. Debtor will not transfer, sell, or lease Collateral (except as permitted herein). Debtor agrees to pay promptly all taxes and assessments upon or for the use of Collateral and on this Security Agreement. At its option, Bank may discharge taxes, liens, security interests or other encumbrances at 0 any time levied or placed on Collateral. Debtor agrees to reimburse Bank, on demand, for any such A payment made by Bank. Any amounts so paid shall be added to the Secured Obligations. 0, V=4, WAIVERS. Debtor agrees not to assert against Bank as a defense(legal or equitable), as a set-off,as a counterclaim, or otherwise, any claims Debtor may have against any seller or lessor that provided personal property or services relating to any part of the Collateral or against any other party liable to Bank for all or any part of the Secured Obligations. Debtor waives all exemptions and homestead rights with regard to the Collateral. Debtor waives any and all rights to any bond or security which might be required by applicable law prior to the exercise of arty of Bank's remedies against any Collateral. All rights of Bank and security interests hereunder, and all obligations of Debtor hereunder, shall be absolute and unconditional,not discharged or impaired irrespective of(and regardless of whether Debtor receives any notice of): (i) any lack of validity or enforceability of any Loan Document; (ii) any change iin the time, manner or place of payment or performance, or in any term,of all or any of the Secured Obligations or the Loan Documents or any other amendment or waiver of or any consent to any departure from any Loan Document; or (iii) any exchange, insufficiency, unenforceability, enforcement, release. impairment or non-perfection of any collateral, or any release of or modifications to or insufficiency, unenforceability or enforcement of the obligations of any guarantor or other obligor. To the extent permitted by law, Debtor hereby waives any rights under any valuation, stay, appraisement, extension or redemption laws now existing or which may hereafter exist and which, but for this provision, might be applicable to,any sale or disposition of the Collateral by Bank:and any other circumstance which might otherwise constitute a defense available to,or a discharge of any party with respect to the Secured Obligations. NOTIFICATIONS; LOCATION OF COLLATERAL. Debtor will notify Bank in writing at least 30 days prior to any change in: (i)Debtor's chief place of business and/or residence;(ii)Debtor's name or identity; (iii) Debtor's corporate/organizational structure; or (iv) the jurisdiction in which Debtor is organized. In addition,Debtor shalt promptly notify Bank of any claims or alleged claims of any other person or entity to the Collateral or the institution of any litigation, arbitration, governmental investigation or administrative proceedings against or affecting the Collateral. Debtor will keep Collateral at the location(s) previously provided to Bank until such time as Bank provides written advance consent to a change of location. Debtor will bear the cost of preparing and filing any documents necessary to protect Bank's liens. COLLATERAL CONDITION AND LAWFUL USE. Debtor represents that the Collateral is in good repair and condition and that Debtor shall use reasonable care to prevent Collateral from being damaged or depreciating, normal wear and tear excepted. Debtor shall immediately notify Bank of any material loss or damage to Collateral. Debtor shall not permit any item of Collateral to become a fixture to real estate or an accession to other personal property unless such property Is also Collateral hereunder. Debtor represents it is in compliance in ail respects with all laws, rules and regulations applicable to the Collateral and its properties,operations,business,and finances. 535M(Rev 300) Page 2 Sucnwam RISK OF LOSS AND INSURANCE. Debtor shall bear all risk of loss with respect to the Collateral. The injury to or loss of Collateral, either partial or total, shall not release Debtor from payment or other performance hereof. Debtor agrees to obtain and keep in force property insurance on the Collateral with a Lender's Loss Payable Endorsement in favor of Bank and commercial general liability insurance naming Bank as Additional Insured and such other insurance as Bank may require from time to time. Such insurance is to be in form and amounts satisfactory to Bank and issued by reputable insurance carriers satisfactory to Bank with a Best insurance Report Key Rating of at least "A-". All such policies shall provide to Bank a minimum of 30 days written notice of cancellation. Debtor shall furnish to Bank such policies,or other evidence of such policies satisfactory to Bank. If Debtor fails to obtain or maintain in force such insurance or fails to furnish such evidence, Bank is authorized, but not obligated, to C purchase any or all insurance or "Single Interest Insurance" protecting such interest as Bank deems 0) appropriate against such risks and for such coverage and for such amounts, including either the loan C amount or value of the Collateral, all at its discretion, and at Debtor's expense. In such event, Debtor a agrees to reimburse Bank for the cost of such insurance and Bank may add such cost to the Secured a. Obligations. Debtor shall bear the risk of loss to the extent of any deficiency in the effective insurance coverage with respect to loss or damage to any of the Collateral. Debtor hereby assigns to Bank the LD proceeds of all property insurance covering the Collateral up to the amount of the Secured Obligations p and directs any insurer to make payments directly to Bank. Debtor hereby appoints Bank its C), attorney-in-fact, which appointment shall be irrevocable and coupled with an interest for so long as V4 Secured Obligations are unpaid, to file proof of loss and/or any other forms required to collect from any insurer any amount due from any damage or destruction of Collateral, to agree to and bind Debtor as to the amount of said recovery, to designate payee(s)of such recovery,to grant releases to insurer,to grant subrogation rights to any insurer, and to endorse any settlement check or draft. Debtor agrees not to exercise any of the foregoing powers granted to Bank without Bank's prior written consent. FINANCING STATEMENTS, CERTIFICATES OF TITLE, POWER OF ATTORNEY, No financing statement (other than any filed or approved by Bank)covering any Collateral is on file in any public filing office. Debtor authorizes the filing of one or more financing statements covering the Collateral in form satisfactory to Bank, and without Debtor's signature where authorized by law, agrees to deliver certificates of title on which Bank's lien has been indicated covering any Collateral subject to a certificate of title statute, and will pay all costs and expenses of filing or applying for the same or of filing this Security Agreement in all public filing offices, where filing is deemed by Bank to be desirable. Debtor hereby constitutes and appoints Bank the true and lawful attorney of Debtor with full power of substitution to take any and all appropriate action and to execute any and all documents, Instruments or applications that may be necessary or desirable to accomplish the purpose and carry out the terms of this Security Agreement, including, without limitation,to ask,demand, collect, receive, receipt for, sue for, compound and give acquaintance for any and all amounts which may be or become due and payable under the Assigned Deposits; to execute any and all withdrawal requests, receipts or other orders for the payment of money drawn on the Assigned Deposits and to endorse the name of Bank on all instruments given in payment or in partial payment therefor. The foregoing power of attorney is coupled with an interest and shall be irrevocable until all of the Secured Obligations have been paid in full. Neither Bank nor anyone acting on its behalf shall be liable for acts, omissions, errors in judgment, or mistakes in fact in such capacity as attorney-in-fact. Debtor ratifies all acts of Bank as attomey-in-fact. Debtor agrees to take such other actions, at Debtor's expense, as might be requested for the perfection, continuation and assignment, in whole or in part, of the security interests granted herein and to assure and preserve Bank's intended priority position. If certificates. passbooks, or other documentation or evidence is/are issued or outstanding as to any of the Collateral, Debtor will cause the security interests of Bank to be properly protected,including perfection by notation thereon or delivery thereof to Bank. LANDLORD/MORTGAGEE WAIVERS. Debtor shall cause each mortgagee of real property owned by Debtor and each landlord of real property leased by Debtor to execute and deliver instruments satisfactory in form and substance to Bank by which such mortgagee or landlord subordinates its rights, if any,in the Collateral. CONTROL. Debtor will cooperate with Bank in obtaining control with respect to Collateral consisting of electronic chattel paper. Debtor authorizes and directs Third Party to comply with the terms of this I 535M(Rov 30 0) Page 3 S",d= Security Agreement,to enter into a Control Agreement,to mark its records to show the security interest of and/or the transfer to Bank of the property pledged hereunder and to mail monthly statements to the Bank,in addition to Debtor,to the address provided herein. CHATTEL PAPER,ACCOUNTS,GENERAL INTANGIBLES. Debtor warrants that Collateral consisting of chattel paper, accounts, or general intangibles is (i) genuine and enforceable in accordance with its terms, (ii) not subject to any defense, set-off, claim or counterclaim of a material nature against Debtor except as to which Debtor has notified Bank in writing; and (iii) not subject to any other circumstances vi that would impair the validity, enforceability, value, or amount of such Collateral except as to which 04 Debtor has notified Bank in writing. Debtor shall not amend, modify or supplement any lease,contract or O agreement contained in Collateral or waive any provision therein, without prior written consent of Bank. M. Debtor will not create any tangible chattel paper without placing a legend on the chattel paper acceptable O• to Bank indicating that Bank has a security interest in the chattel paper. Debtor will not create any V4 electronic chattel paper without taking all steps deemed necessary by Bank to confer control of the Q., electronic chattel paper upon Bank in accordance with the UCC. K LID ACCOUNT INFORMATION. From time to time, at Bank's request, Debtor shall provide Bank with O schedules describing all accounts, including customers'addresses, created or acquired by Debtor and at O Bank's request shall execute and deliver written assignments of contracts and other documents s3. evidencing such accounts to Bank. Together with each schedule, Debtor shall, if requested by Bank, furnish Bank wish copies of Debtor's sales journals, invoices, customer purchase orders or the equivalent, and original shipping or delivery receipts for all goods sold,and Debtor warrants the genuineness thereof. ACCOUNT DEBTORS. If a Default should occur, Bank shall have the right to notify the account debtors obligated on any or all of the Collateral to make payment thereof directly to Bank and Bank may take control of all proceeds of any such Collateral, which rights Bank may exercise at any time. The cost of such collection and enforcement, including attorneys'fees and expenses,shall be borne solely by Debtor whether the same is incurred by Bank or Debtor. If a Default should occur, Debtor will, upon receipt of all checks, drafts, cash and other remittances in payment on Collateral, deposit the same in a special bank account maintained with Bank,over which Bank also has the power of withdrawal. It a Default should occur, no discount, credit, or allowance shall be granted by Debtor to any account debtor and no return of merchandise shall be accepted by Debtor without Bank's consent. Bank may, after Default, settle or adjust disputes and claims directly with account debtors for amounts and upon terms that Bank considers advisable, and in such cases Bank will credit the Secured Obligations with the net amounts received by Bank, after deducting all of the expenses incurred by Bank, Debtor agrees.10 indemnify and defend Bank and hold it harmless with respect to any claim or proceeding arising out of any matter related to collection of Collateral. GOVERNMENT CONTRACTS. If any Collateral covered hereby arises from obligations due to Debtor from any governmental unit or organization, Debtor shall immediately notify Bank in writing and execute all documents and take all actions deemed necessary by Bank to ensure recognition by such governmental unit or organization of the rights of Bank in the Collateral. INVENTORY. So long as no Default has occurred, Debtor shall have the right in the regular course of business,to process and self Debtor's inventory. If a Default should occur,Debtor will, upon receipt of all checks, drafts, cash and other remittances, in payment of Collateral sold, deposit the same in a special bank account maintained with Bank over which Bank also has the power of withdrawal. Debtor agrees to notify Bank immediately in the event that any inventory purchased by or delivered to Debtor is evidenced by a bill of fading,dock warrant,dock receipt,warehouse receipt or other document of title and to deliver such document to Bank upon request. INSTRUMENTS, CHATTEL PAPER, ROCUMENTS. Any Collateral that is, or is evidenced by, instruments, chattel paper or negotiable documents will be properly assigned to and the originals of,any such Collateral in tangible form deposited with and held by Bank, unless Bank shall hereafter otherwise direct or consent in writing. Bank may,without notice,before or after maturity of the Secured Obligations, S]• %IRw JDA) Page 4 Secnr.doc , exercise any or all rights of collection, conversion, or exchange and other similar rights, privileges and options pertaining to such Collateral, but shall have no duty to do so. WITHDRAWAL OF ASSIGNED DEPOSITS. Debtor shall not be permitted to withdraw funds from or exercise any authority of any kind with respect to the Assigned Deposits specifically identified above by account number. Bank shall have the exclusive authority to withdraw, or direct the withdrawal of, funds from said specifically identified Assigned Deposits. So long as this Agreement remains in effect, the Assigned Deposits will be titled as directed by Sank. ry COLLATERAL DUTIES. Bank shall have no custodial or ministerial duties to perform with respect to 0 Collateral pledged, as a result of this Security Agreement or any of the Loan Documents, except as set C forth herein:and by way of explanation and not by way of limitation, Bank shall incur no liability for any of 0 the following: (i) loss or depreciation of Collateral (unless caused by its willful misconduct or gross A. negligence), (ii) failure to present any paper for payment or protest, to protest or give notice of P% nonpayment,or any other notice with respect to any paper or Collateral. Bank's sole duty with resPect to � the custody, safekeeping and physical preservation of any certificate, passbook, or other documentation evidencing the Assigned Deposits in its possession shall be to deal with it in the same manner as it deals O with similar property for its own account. Neither Bank, nor any of Its employees or agents shall be liable 0. for failure to demand, collect,or realize upon any of the Assigned Deposits or for any delay in doing so. TRANSFER OF COLLATERAL. Bank may assign its rights in Collateral or any part thereof to any assignee who shall thereupon become vested with all the powers and rights herein given to Bank with respect to the property so transferred and delivered, and Bank shall thereafter be forever relieved and fully discharged from any liability with respect to such property so transferred, but with respect to any property not so transferred,Bank shall retain all rights and powers hereby given. INSPECTION, BOOKS AND RECORDS. Debtor will at all times keep accurate and complete records covering each item of Collateral, including the proceeds therefrom. Bank,or any of its agents, shall have the right, at intervals to be determined by Bank and without hindrance or delay, at Debtors expense, to Inspect, audit, and examine the Collateral during normal business hours and to make copies of and extracts from the books, records,journals, orders, receipts, correspondence and other data relating to Collateral, Debtor's business or any other transaction between the parties hereto. Debtor will at its expense furnish Bank copies thereof upon request. For the further security of Bank, it is agreed that Bank has and is hereby granted a security interest in all books and records of Debtor pertaining to the Collateral. COMPLIANCE WITH LAW. Debtor will comply with all federal, state and local laws and regulations, applicable to it, including without limitation, laws and regulations relating to the environment, labor or economic sanctions, in the creation, use, operation, manufacture and storage of the Collateral and the conduct of its business. REGULATION U. None of the proceeds of the credit secured hereby shall be used directly or indirectly for the purpose of purchasing or carrying any margin stock in violation of any of the provisions of Regulation U of the Board of Governors of the Federal Reserve System ("Regulation Ll"), or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry margin stock or for any other purchase which might render the Loan a "Purpose Credit" within the meaning of Regulation U. CROSS COLLATERALIZATION LIMITATION. As to any other existing or future consumer purpose loan made by Bank to Debtor, within the meaning of the Federal Consumer Credit Protection Act, Bank expressly waives any security interest granted herein in Collateral that Debtor uses as a principal dwelling and household goods. ATTORNEYS'FEES AND OTHER COSTS OF COLLECTION. Debtor shall pay all of Bank's reasonable expenses incurred in enforcing this Security Agreement and in preserving and liquidating Collateral, including but not limited to, reasonable arbitration, paralegals',attorneys'and experts'fees and expenses, 53-14%(Rev 30 o) Page 5 sowytd o i whether incurred with or without the commencement of a suit, trial, arbitration, or administrative proceeding,or in any appellate or bankruptcy proceeding, DEFAULT. If any of the following occurs, a default("Default")under this Security Agreement shall exist: Loan Document Default. A default under any Loan Document. Collateral loss or Destruction. Any loss, theft, substantial damage, or destruction of Collateral not fully covered by insurance,or as to which insurance proceeds are not remitted to Bank within 30 days of the loss. Collateral Sale, Lease or Encumbrance. Any sale, lease, or encumbrance of any Collateral not specifically permitted herein M without prior written consent of Bank. Levy,Seizure or Attachment. The making of any levy,seizure,or cv attachment on of of Collateral which is not removed within 10 days. Unauthorized Collection of G Collateral. Any attempt to collect, cash in or otherwise recover deposits that are Collateral. Third Party Breach. Any default or breach by a Third Party of any provision contained in any Control Agreement O executed in connection with any of the Collateral. Unauthorized Termination. Any attempt to terminate, rp revoke,rescind,modify,or violate the terms of this Security Agreement or any Control Agreement without ICL the prior written consent of Bank. K LD REMEDIES ON DEFAULT(INCLUDING POWER OF SALE), if a Default occurs Bank shall have all the O rights and remedies of a secured party under the Uniform Commercial Code. Without limitation thereto, 0. Bank shall have the following rights and remedies: (i)to take immediate possession of Collateral,without Z=1 notice or resort to legal process,and for such purpose,to enter upon any premises on which Collateral or any part thereof may be situated and to remove the same therefrom,or,at its option,to render Collateral unusable or dispose of said Collateral on Debtor's premises; (ii) to require Debtor to assemble the Collateral and make it available to Bank at a place to be designated by Bank; (iii) to exercise its or its affiliate's right of set-off or Bank lien as to any monies of Debtor deposited in deposit accounts and investment accounts of any nature maintained by Debtor with Bank or affiliates of Bank,without advance notice, regardless of whether such accounts are general or special;(iv)to dispose of Collateral,as aiunit or in parcels,separately or with any real property interests also securing the Secured Obligations, in any county or place to be selected by Bank,at either private or public sale(at which public sale Bank may be the purchaser) with or without having the Collateral physically present at said sale; (v) to apply toward and set-off against and apply to the then unpaid balance of the Secured Obligations the Assigned Deposits(accelerated to maturity if necessary),even if effecting such set-off results in a loss or reduction ' of interest or the imposition of a penalty applicable to the earfy withdrawal of time deposits;(vi)to receive any interest or payments in respect of the Assigned Deposits and apply such amounts and the Assigned Deposits to the Secured Obligations in such manner as Bank,in its sole discretion,may determine. Any notice of sale, disposition or other action by Bank required by law and sent to Debtor at Debtor's address shown above, or at such other address of Debtor as may from time to time be shown on the records of Bank,at least 5 days prior to such action, shall constitute reasonable notice to Debtor. Notice shall be deemed given or sent when mailed postage prepaid to Debtor's address as provided herein. Bank shall be entitled to apply the proceeds of any sale or other disposition of the Collateral, and the payments received by Bank with respect to any of the Collateral, to Secured Obligations in such order and manner as Bank may determine. Collateral that is perishable or subject to rapid declines in value or is customarily sold in recognized markets may be disposed of by Bank without providing notice of sale. Debtor waives any and all requirements that the Bank sell or dispose of all or any part of the Collateral at any particular time,regardless of whether Debtor has requested such sale or disposition. REMEDIES ARE CUMULATIVE. No failure on the part of Bank to exercise, and no delay in exercising. any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Bank or any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any right,power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law,in equity, or in other Loan Documents, INDEMNIFICATION. Debtor shall protect, indemnify and save harmless Bank from and against all losses, liabilities, obligations, claims, damages, penalties, fines, causes of action, costs and expenses (including,without limitation, reasonable attomeys'fees and expenses)(collectively,'Damages")imposed upon, incurred by or asserted or assessed against Bank on account of or in.connection with (i)the Loan 535M)aov ao o) Page 6 I Documents or any failure or alleged failure of Debtor to comply with any of the terms of,or the inaccuracy or breach of any representation in,the Loan Documents, (ii)the Collateral or any claim of loss or damage to the Collateral or any injury or claim of injury to, or death of, any person or property that may be occasioned by any cause whatsoever pertaining to the Collateral or the use, occupancy or operation thereof, (iii)any failure or alleged failure of Debtor to comply with any law, rule or regulation applicable to it or to the Collateral or the use,occupancy or operation of the Collateral(including,without limitation,the failure to pay any taxes, fees or other charges), (iv)any Damages whatsoever by reason of any alleged action,obligation or undertaking of Bank relating in any way to or any matter contemplated by the Loan Documents,or(v)any claim for brokerage fees or such other commissions relating to the Collateral or the `1` Secured Obligations. Nothing contained herein shall require Debtor to indemnify Bank for any Damages 40 resulting from Bank's gross negligence or its willful misconduct,and such indemnity shall be effective only to the extent of any Damages that may be sustained by Bank in excess of any net proceeds received by it c� from any insurance of Debtor(other than self-insurance)with respect to such Damages. The indemnity 13- provided for herein shall survive payment of the Secured Obligations and shall extend to the officers, directors, employees and duly authorized agents of Bank. In the event Bank incurs any Damages arising out of or in any way relating to the transaction contemplated by the Loan Documents(including any of the matters referred to in this section), the amounts of such Damages shall be added to the Secured Obligations,shall bear interest, to the extent permitted by law,at the interest rate borne by the Secured �. Obligations from the date incurred unfit paid and shall be payable on demand. MISCELLANEOUS. (i) Amendments and Waivers. No-waiver, amendment or modification of any provision of this Security Agreement shall be valid unless in writing and signed by Debtor and an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Default or of the same Default on a future occasion. (ii) Assignment. All rights of Bank hereunder are freely assignable, in whole or in part,and shall inure to the benefit of and be enforceable by Bank, its successors,assigns and affiliates. Debtor shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Debtor to assign without Bank's prior written consent is null and void. Any assignment shall not release Debtor from the Secured Obligations. This Security Agreement shall be binding upon Debtor, and the heirs, personal representatives, successors, and assigns of Debtor. (iii) Applicable Law, Conflict Between Documents. This Security Agreement shall be governed by and interpreted in accordance with federal law and,except as preempted by federal law, the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles, except to the extent that the UCC requires the application of the law of a different jurisdiction. It any terms of this Security Agreement conflict with the terms of any commitment letter or loan proposal, the terms of this Security Agreement shall control. (iv) Jurisdiction. Debtor irrevocably agrees to non-exclusive personal jurisdiction in the state named in the Bank's address on the first page hereof, (v)Severability. If any provision of this Security Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Security Agreement. (vi) Payments. All payments shall be mailed to Commercial Loan Services, P. O. Box 740502, Atlanta, GA 30374-0502; or such other address as provided by Bank in writing. (vii) Notices. Any notices to Debtor shall be sufficiently given, if in writing and mailed or delivered to the address of Debtor shown above or such other address as provided hereunder; and to Bank, if in writing and mailed or delivered to Wachovia Bank,National Association,Mai)Code VA7628 i R4057-01Z, P.O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Code VA7628 184057-01Z, 7711 Plantation Road, Roanoke,VA 24019 or such other address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In the event that Debtor changes Debtors mailing address at any time prior to the date the Secured Obligations are paid in full, Debtor agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. (viii) Captions. The captions contained herein are inserted for convenience only and shall not affect the meaning or interpretation of this Security Agreement or any provision hereof. The use of the plural shall also mean the singular, and vice versa. (ix)Joint and Several Liability. If more than one party has signed this Security Agreement,such parties are jointly and severally obligated hereunder, (x)Binding Contract. Debtor by execution and Bank by acceptance of this Security Agreement, agree that each party is bound by all terms and provisions of this Security Agreement. (xi) Telephone 535M(Rev 30 0) Page 7 S�„pf aac Communication Monitoring. Debtor agrees that Debtor's telephone communications with Bank may be monitored and/or recorded to improve customer service and security. (xii) Final Agreement. This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent agreements of the parties. There are no unwritten agreements between the parties. DEFINITIONS. Loan Documents. The term "Loan Documents"refers to all documents, including this Agreement, whether now or hereafter existing, executed in connection with or related to the Secured Obligations, and may include,without limitation and whether executed by Debtor or others, commitment. letters that survive closing, loan agreements, promissory notes, guaranty agreements, deposit or other p1 similar agreements, other security agreements, letters of credit and applications for letters of credit, By security instruments, financing statements, mortgage instruments, any renewals or modifications, p whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101,as in effect from time to time). Third Party. The term"Third Party"means any Securities g� intermediary and/or bank which from time to time maintains a securities account, and is acting in such N capacity,for Debtor or maintains a deposit account for Debtor with respect to any part of the Collateral. (.D UCC. "UCC" means the Uniform Commercial Code as presently and hereafter enacted in the a Jurisdiction. Terms defined in the UCC. Any term used in this Agreement and in any financing CD statement filed in connection herewith which is defined in the UCC and not otherwise defined in this Agreement or any other Loan Document has the meaning given to the term in the UCC. IN WiTNESS WHEREOF, Debtor, on the day and year first written above, has caused this Security Agreement to be duly executed under seal. Debtor Stelo Enterprises,inc. CORPORATE By: 74 . �.�.t�Ir i SEAL Susan M.i(lieman,Co-President By: r%ndra D.Orr,Co-President Facility#:2114920584 Credit Application r{:2114920577 s3so9s(ae.3o.o) Page 8 See�Q�.da EXHIBIT " E" UNCONDITIONAL GUARANTY March 4,2009 til t� In Stelo Enterprises,Inc. r-t 974 Pine Road •tI Carlisle,Pennsylvania 17015 (b, (Hereinafter referred to as"Borrower") In (� Sandra D.Orr ( 974 Pine Road tpf Carlisle,Pennsylvania 17015 0 (Hereinafter referred to as"Guarantor") Wachovia Bank,National Association Philadelphia,Pennsylvania 19109 (Hereinafter referred to as"Bank") To induce Bank to make,extend or renew loans, advances, credit,or other financial accommodations to or for the benefit of Borrower,which are and will be to the direct interest and advantage of the Guarantor, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower,which are and will be to the direct interest and advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank and its successors,assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to Bank and Its affiliates, including, but not limited to, all obligations under any notes, loan agreements, security agreements, letters of credit, instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Loan Documents, as defined below, and all obligations of Borrower to Bank or any of its affiliates under any swap agreement(as defined in 11 U.S.C. § 101, as In effect from time to time), however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to i become due, now existing or hereafter contracted or acquired, and all modifications, extensions and renewals thereof,(collectively,the"Guaranteed Obligations"). Guarantor further covenants and agrees: I GUARANTOR'S LIABILITY. This Guaranty is a continuing and unconditional guaranty of payment and performance and not of collection. The parties to this Guaranty are jointly and severally obligated together with all other parties obligated for the Guaranteed Obligations. This Guaranty does not impose any obligation on Bank to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, It at any time any payment of the Guaranteed Obligations is rescinded,avoided or for any other reason must be returned by Bank, and the returned payment shall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Bank additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Bank by Guarantor, and the obligations guaranteed hereby shall be In addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Bank and other guaranties of the Guaranteed Obligations. TERMINATION OF GUARANTY. Guarantor may terminate this Guaranty only by written notice, delivered personally to or received by certified or registered United States Mail by an authorized officer of 535104 OW2+o) WPS12089695474002 CDGUARXXXX 9U&40c ■ I Bank at the address for notices provided herein. Such termination shall be effective only with respect to Guaranteed Obligations arising more than 15 days after the date such written notice is received by said Bank officer, Such termination shall not be effective with respect to Guaranteed Obligations (including any subsequent extensions, modifications or compromises of the Guaranteed Obligations)then existing, t- or Guaranteed Obligations arising subsequent to receipt by Bank of said notice if such Guaranteed till Obligations are a result of Bank's obligation to make advances pursuant to a commitment, or are based 0 on Borrower's obligations to make payments pursuant to any swap agreement(as defined in 11 U.S.C. § l!1 101, as in effect from time to time), entered into prior to expiration of the 15 day notice period, or are a *�9 result of advances which are necessary for Bank to protect its collateral or otherwise preserve its r-I interests. Termination of this Guaranty by any single Guarantor will not affect the existing and continuing lib obligations of any other Guarantor hereunder. to (D CONSENT TO MODIFICATIONS. Guarantor consents and agrees that Bank (and, with respect to 0 swap obligations, Its affiliates) may from time to time, In its sole discretion, without affecting, (9) impairing,lessening or releasing the obligations of Guarantor hereunder: (a)extend or modify the () time, manner, place or terms of payment or performance and/or otherwise change or modify the credit terms of the Guaranteed Obligations; (b) increase, renew, or enter Into a novation of the Guaranteed Obligations; (c)waive or consent to the departure from terms of the Guaranteed Obligations; (d) permit any change In the business or other dealings and relations of Borrower or any other guarantor with Bank; (e)proceed against,exchange, release,realize upon,or otherwise deal with In any manner any collateral that is or may be held by Bank in connection with the Guaranteed Obligations or any liabilities or obligations of Guarantor; and (f) proceed against, settle, release, or compromise with Borrower, any Insurance carrier,or any other person or entity liable as to any part of the Guaranteed Obligations,and/or subordinate the payment of any part of the Guaranteed Obligations to the payment of any other obligations,which may at any time be due or owing to Bank;all in such manner and upon such terms as Bank may deem appropriate, and without notice to or further consent from Guarantor. No Invalidity, Irregularity, discharge or unenforceability of, or action or omission by Bank relating to any part of the Guaranteed Obligations or any security therefor shall affect or Impair this Guaranty. WAIVERS AND ACKNOWLEDGMENTS. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon, and in foreclosure of any security interest and sale of any property serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its affiliates)make demand upon,assert claims against,or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under Va.Code§§49.25 and 49-26,et sea., N.C.G.S.§§26-7,et seg..Tenn.Code Ann. §47-12-101, O.C.G.A. § 10-7-24, Mississippi Code Ann. Section 87-5-1, California Civil Code Section§§2787 to 2855 inclusive,and any successor statute and any other applicable law;(c)any law or statute that requires that Borrower or any other person be joined in, notified of or made part of any action I against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time, provided that Bank's obligation to dispose of Collateral In a commercially reasonable manner is not waived hereby; (e)notice of extensions, modifications, renewals. or novations of the Guaranteed Obligations, of any new transactions or other relationships between Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled; (g)the right to assert against Bank or its affiliates any defense(legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank or its affiliates; (h) all defenses relating to Invalidity, 535104(Rw 24 DI Page 2 WX d= insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates Gen on any collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which Guarantor is or may become entitled to be subrogated to Bank or Its affiliates' rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank or its affiliates against Borrower or any security which Bank or its affiliates now tf1 has or hereafter acquires,until such time as the Guaranteed Obligations have been fully satisfied beyond ( the expiration of any applicable preference period;Q)any claim or defense that acceleration of maturity of tf�t the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of •^0 acceleration of claims against any other person or entity for any reason including the bankruptcy or -f insolvency of that person or entity; (k)the right to marshalling of Borrower's assets or the benefit of any t�. exemption claimed by Guarantor; (1) any defense based upon any lack of authority of the officers, in directors, partners or agents acting or purporting to act on behalf of Borrower or any principal of Borrower (f, or any defect In the formation of Borrower or any principal of Borrower; (m) any defense based upon (� Bank's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of (11 Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (n) any defense based ( upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; and (o) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Borrower's business affairs and financial condition,and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any collateral. Guarantor agrees that the payment of all sums payable under the Guaranteed Obligations or any part thereof or other act which tolls any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank and its affiliates that on and after the date hereof' (a) the fair saleable value of Guarantor's assets exceeds its liabilities, Guarantor Is meeting its current liabilities as they mature, and Guarantor is and shall remain solvent;(b) all financial statements of Guarantor furnished to Bank are correct and accurately reflect the financial condition of Guarantor as of the respective dates thereof; (c)since the date of such financial statements. there has not occurred a material adverse change in the financial condition of Guarantor;(d)there are not now pending any court or administrative proceedings or undischarged judgments against Guarantor, no federal or state tax liens have been filed or threatened against Guarantor,and Guarantor is not in default or claimed default under any agreement; and (e)at such reasonable times as Bank requests, Guarantor will furnish Bank and its affiliates with such other financial information as Bank and its affiliates may reasonably request. INTEREST AND APPLICATION OF PAYMENTS. Regardless of any other provision of this Guaranty or other Loan Documents, if for any reason the effective interest on any of the Guaranteed Obligations should exceed the maximum lawful interest, the effective interest shall be deemed reduced to and shall be such maximum lawful interest, and any sums of interest which have been collected in excess of such maximum lawful interest shall be applied as a credit against the unpaid principal balance of the Guaranteed Obligations. Monies received from any source by Bank or Its affiliates for application toward payment of the Guaranteed Obligations may be applied to such Guaranteed Obligations in any manner or order deemed appropriate by Bank and its affiliates. DEFAULT. If any of the following events occur, a default("Default") under this Guaranty shall exist: (a) failure of Umely payment or performance of the Guaranteed Obligations or a default under any Loan Document; (b)a breach of any agreement or representation contained or referred to in the Guaranty,or any of the Loan Documents, or contained in any other contract or agreement of Guarantor with Bank or Its affiliates, whether now existing or hereafter arising; (c) the death of, appointment of a guardian for, dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or the commencement of any Insolvency or bankruptcy seta 1Rav 2+.0) Page 3 WX ooc proceeding by or against Guarantor or any general partner of or the holder(s)of the majority ownership interests of Guarantor; and/or(d) Bank determines in good faith, in its sole discretion, that the prospects for payment or performance of the Guaranteed Obligations are impaired or a material adverse change has occurred In the business or prospects of Borrower or Guarantor,financial or otherwise. iY1 fd1 If a Default occurs, the Guaranteed Obligations shall be due Immediately and payable without notice, 0 other than Guaranteed Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in to effect from time to time)with Bank or its affiliates,which shall be due In accordance with and governed by .-4 the provisions of said swap agreements, and, Bank and its affiliates may exercise any rights and .-1 remedies as provided in this Guaranty and other Loan Documents, or as provided at law or equity. tl Guarantor shall pay interest on the Guaranteed Obligations from such Default at the highest rate of I11 interest charged on any of the Guaranteed Obligations. W Q ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Guarantor shall pay all of Bank's and its M affiliates' reasonable expenses Incurred to enforce or collect any of the Guaranteed Obligations, () including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses,whether incurred without the commencement of a suit,in any suit,arbitration,or administrative proceeding,or in any appellate,or bankruptcy proceeding. SUBORDINATION OF OTHER DEBTS. Guarantor agrees; (a) to subordinate the obligations now or hereafter owed by Borrower to Guarantor("Subordinated Debt")to any and all obligations of Borrower to Bank or its affiliates now or hereafter existing while this Guaranty is In affect, provided however that Guarantor may receive regularly scheduled principal and interest payments on the Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank and its affiliates have been paid in full on or Prior to such dale, and (ii)no event or condition which constitutes, or which with notice or the lapse of time would constitute an event of default with respect to the Guaranteed Obligations shall be continuing on or as of the payment date; (b) Guarantor will either place a legend indicating such subordination on every note, ledger page or other document evidencing any part of the Subordinated Debt or deliver such documents to Bank; and(c)except as permitted by this paragraph, Guarantor will not request or accept payment of or any security for any part of the Subordinated Debt,and any proceeds of the Subordinated Debt paid to Guarantor,through error or otherwise,shall immediately be forwarded to Bank by Guarantor, property endorsed to the order of Bank,to apply to the Guaranteed Obligations. MISCELLANEOUS. Assignment. This Guaranty and other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs.legal representatives,successors and assigns. Bank's interests in and rights under this Guaranty and other Loan Documents are freely assignable, in whole or in part, by Bank. Any assignment shall not release Guarantor from the Guaranteed Obligations. Organization; Powers. Guarantor (i) is (a) an adult individual and is sui iuris or (b) a corporation, general partnership,limited partnership,limited liability company or other legal entity(as indicated below), duly organized, validly existing and in good standing under the laws of its state of organization, and is authorized to do business in each other jurisdiction wherein Its ownership of property or conduct of business legally requires such organization, (ii) has the power and authority to own Its properties and assets and to carry on its business as now being conducted and as now contemplated;and(iii)has the power and authority to execute, deliver and perform, and by all necessary action has authorized the execution, delivery and performance of, all of its obligations under this Guaranty and any other Loan Document to which it is a party. Applicable Law; Conflict Between Documents. This Guaranty shall be govemed by and interpreted in accordance with federal law and, except as preempted by federal law, the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Guaranty should conflict with the terms of any commitment letter that survives closing, the terms of this Guaranty shall control. Guarantor's Accounts. Except as prohibited by law, Guarantor grants Bank and its affiliates a security interest In all of Guarantor's deposit accounts and investment properties maintained with Bank and its affiliates. Jurisdiction. Guarantor irrevocably agrees to non-exclusive personal jurisdiction in the state named In Bank's address on the first page hereof. Severability. If any provision of this Guaranty or Df the other Loan Documents shall be 635104(Rev 26.0) Page 4 guar me prohibited or invalid under applicable law,such provision shall be ineffective but only to the extent of such prohibition or invalidity,without invalidating the remainder of such provision or the remaining provisions of this Guaranty or other Loan Documents. Payments. All payments shall be mailed to Commercial Loan Services, P. O. Box 740502, Atlanta, GA 30374-0502. Notices. Any notices to Guarantor shall be 0 sufficiently given if in writing and mailed or delivered to Guarantors address shown above or such other q address as provided hereunder, and to Bank, if In writing and mailed or delivered to Wachovia Bank, (' National Association, Mail Code VA7628, P.O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, tri National Association, Mail Code VA7628, 7711 Plantation Road, Roanoke, VA 24019 or such other •-1 address as Bank may specify In writing from Ume to time. Notices to Bank must include the mail code. In the event that Guarantor changes Guarantors address at any time prior to the date the Guaranteed f1 Obligations are paid in full,Guarantor agrees to promptly give written notice of said change of address to In Bank by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions. All W references in the Loan Documents to borrower,guarantor,person,document or other nouns of reference (7 mean both the singular and plural form, as the case may be, and the term "person" shall mean any M individual person or entity. The captions contained in the Loan Documents are inserted for convenience 0 only and shall not affect the meaning or interpretation of the Loan Documents, Binding Contract. Guarantor by execution of and Bank by acceptance of this Guaranty agree that each party is bound to all terms and provisions of this Guaranty. Amendments, Waivers and Remedies. No waivers, amendments or modifications of this Guaranty and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank or Its affiliates of any Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank or its affiliates in exercising any right, power, or privilege granted pursuant to this Guaranty and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. All remedies available to Bank or its affiliates with respect to this Guaranty and other Loan Documents and remedies available at law or in equity shall be cumulative and may be pursued concurrently or successively. Partnerships. If Guarantor is a partnership, the obligations, liabilities and agreements on the part of Guarantor shall remain in full force and effect and fully applicable notwithstanding any changes in the individuals comprising the partnership. The term "Guarantor" includes any altered or successive partnerships, and predecessor partnership(s) and the partners shall not be released from any obligations or liabilities hereunder. Loan Documents. The term "Loan Documents'refers to all documents executed In connection with or related to the Guaranteed Obligations and may include, without limitation, commitment letters that survive closing, loan agreements, other guaranty agreements,security agreements,instruments,financing statements, mortgages,deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements(excluding swap agreements as defined in 11 U.S.C.§ 101,as in effect from time to time). LIMITATION ON LIABILITY;WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF,AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WiTH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY,WHETHER THE SAME IS RESOLVED BY ARBITRATION,MEDIATION,JUDICIALLY OR OTHERWISE. Telephone Communication Monitoring. Guarantor agrees that Guarantor's telephone communications with Bank may be monitored and/or recorded to improve customer service and security. Final Agreement. This Agreement and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent agreements of the parties, There are no unwritten agreements between the parties. FINANCIAL AND OTHER INFORMATION. Guarantor shall deliver to Bank such information as Bank may reasonably request from time to time, Including without limitation, financial statements and 535104(Poor 24.0) Page 5 guar dx information pertaining to Guarantor's financial condition. Such information shall be true, complete, and accurate. NEGATIVE COVENANTS. Guarantor agrees that from the date hereof and until final payment in full of r~I the Guaranteed Obligations, unless Bank shall otherwise consent in writing, Guarantor will not: Default on Other Contracts or Obligations. Default on any material contract with or obligation when due to a () third party or default in the performance of any obligation to a third party Incurred for money borrowed. In Government Intervention, Permit the assertion or making of any seizure,vesting or intervention by or r-I under authority of any governmental entity, as a result of which the management of Guarantor or any r.I guarantor is displaced of its authority in the conduct of its respective business or such business is 11 curtailed or materially impaired. Judgment Entered. Permit the entry of any monetary judgment or the In assessment against, the filing of any tax lien against, or the issuance of any writ of garnishment or W attachment against any property of or debts dud. Retire or Repurchase Capital Stock. Retire or 0 otherwise acquire any of Its capital stock. (7) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH OF Q GUARANTOR BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT.OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS GUARANTY. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED,SUPPLEMENTED,EXTENDED OR MODIFIED BY,THIS GUARANTY. CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR, THE GUARANTOR, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR GUARANTOR AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF. HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, INTELLIGENTLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE GUARANTOR HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF THE GUARANTOR'S BANK ACCOUNT AND OTHER ASSETS. GUARANTOR ACKNOWLEDGES AND UNDERSTANDS THAT BY ENTERING INTO THIS GUARANTY CONTAINING A CONFESSION OF JUDGMENT CLAUSE THAT GUARANTOR IS VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY GIVING UP ANY AND ALL RIGHTS, INCLUDING CONSTITUTIONAL RIGHTS,THAT GUARANTOR HAS OR MAY HAVE TO NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST GUARANTOR AND BEFORE THE GUARANTOR'S ASSETS, INCLUDING, WITHOUT LIMITATION, ITS BANK ACCOUNTS, MAY BE GARNISHED, LEVIED, EXECUTED UPON AND/OR ATTACHED. GUARANTOR UNDERSTANDS THAT ANY SUCH GARNISHMENT, LEVY, EXECUTION AND/OR ATTACHMENT SHALL RENDER THE PROPERTY GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO GUARANTOR. IT IS SPECIFICALLY ACKNOWLEDGED BY GUARANTOR THAT THE BANK HAS RELIED ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WAIVED BY GUARANTOR HEREIN IN RECEIVING THIS GUARANTY AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS TO THE GUARANTOR. Upon the occurrence of a default In the payment of the Obligations due under this Guaranty or a Default (as defined in the other Loan Documents)under any other Loan Document,each Guarantor hereby jointly 535104(Rev 24 a) Page 6 guar doc and severally authorizes and empowers any attorney of any court of record or the prothonotary or clerk of any county in the Commonwealth of Pennsylvania,or in any jurisdiction where permitted by law or the clerk of any United States District Court, to appear for Guarantor in any and all actions which may be brought hereunder and enter and confess judgment against the Guarantor or any of them in favor of the N Bank for such sums as are due or may become due hereunder or under any other Loan Documents, together with costs of suit and actual oollection costs including, without limitation, reasonable attorneys' t� fees equal to 5%of the Guaranteed Obligations then due and owing but in no event less than$5,000.00. to with or without declaration, without prior notice, without stay of execution and with release of all P-1 procedural errors and the right to issue executions forthwith. To the extent permitted by law, Guarantor 4� waives the right of Inquisition on any real estate levied on,voluntarily condemns the same,authorizes the i� prothonotary or clerk to enter upon the writ of execution this voluntary condemnation and agrees that LA such real estate may be sold on a writ of execution; and also waives any relief from any appraisement, (D stay or exemption law of any state now In force or hereafter enacted. Guarantor further waives the Q right to any notice and hearing prior to the execution, levy, attachment or other type of enforcement of any judgment obtained hereunder, Including, without limitation, the right to be 0notified and heard prior to the garnishment, levy, execution upon and attachment of Guarantor's bank accounts and other property. If a copy of this Guaranty verified by affidavit of any officer of the Bank shall have been filed in such action,it shall not be necessary to file the original thereof as a warrant of attorney, any practice or usage to the contrary notwithstanding. The authority herein granted to confess judgment shall not be exhausted by any single exercise thereof, but shall continue and may be exercised from time to time as often as the Bank shall find it necessary and desirable and at all times until full payment of all amounts due hereunder and under any other Loan Documents. The Bank may confess one or more judgments in the same or different jurisdictions for all or any part of the Guaranteed Obligations arising hereunder or under any other Loan Documents to which Guarantor is a party,without regard to whether judgment has theretofore been confessed on more than one occasion for the same Guaranteed Obligations. In the event that any judgment confessed against the Guarantor is stricken or opened upon application by or on behalf of Guarantor or any obligor for any reason, the Bank is hereby authorized and empowered to again appear for and confess judgment against Guarantor for any part or all of the Guaranteed Obligations owing under this Guaranty and/or for any other liabilities, as herein provided, 1N WITNESS WHEREOF, Guarantor, on the day and year first written above, has caused this Unconditional Guaranty to be duly executed under seal. (SEAL)andra�Orr CAT-Dear#2089594571 Fawley ID 20 89 69 54 74 MIN(Rev 24 0) Page 7 �„.,doc I CERTIFICATE OF RESOLUTION TO BORROW The undersigned, individually and/or through their duly authorized offioer(s), hereby certify to Wachovia Bank, National Association ("Bank") that the undersigned is the Secretary of STELO ENTERPRISES, (D INC. ("Corporation"), a Corporation duly organized and existing under the laws of the Commonwealth of r-q Pennsylvania; that the following is a true copy of the Resolution duly adopted by the Board of Directors; (D that such Resolution is in full force and effect and has not been amended or rescinded; and that there is itl no provision in the Certificate or Articles of Incorporation, Charter or By-laws of Corporation, limiting the 14 power of the Board of Directors to pass the following Resolution, which is in full conformity with the 1,4 provisions of the Certificate or Articles of Incorporation, Charter or By-laws of Corporation. M In RESOLVED, that EACH of the present holder(s) of the following office(s) and/or position(s) of (D Corporation and his(her)successor(s)in office or position, 0 (Y) Co-President 0 is(are)hereby authonzed,on behalf of, in the name of and for the account of Corporation to: a. borrow money and/or obtain or continue credit (with or without security) from Bank, upon such terms and conditions and in such amounts as such officer(s) or position-holders) may deem desirable; b. execute and/or endorse all documents necessary or required by Bank to evidence or consummate any loan to Corporation; c. guarantee the obligations of others to Bank; d. engage in business transactions of any nature and kind and/or enter into any manner of contractual relationships with Bank; e. grant a security Interest of any kind in, assign, mortgage, or otherwise encumber property, whether real, personal, tangible, intangible and/or mixed (including securities of all types and in whatever form), of Corporation as collateral securing payment or performance relative to any loan to Corporation or guaranteed by Corporation; I. sell, purchase and/or lease real, personal, tangible, intangible, and/or mixed property to/from Bank; g. enter into, execute and deliver,and perform Corporation's obligations under any swap agreement (as defined in 11 USC§101, as in effect from time to time) with Bank, derivative agreement or foreign exchange agreement, and execute any and all documents relative thereto as may be necessary or required by Bank; RESOLVED FURTHER, that the foregoing authority shall not be limited to the above-identified officer(s) or position-holders) of Corporation but shall extend to such additional or different Individuals as are named as being so authorized in any letter, form or other written or oral notice by any such above-identified officer or position-holder of Corporation; RESOLVED FURTHER, that the Secretary of Corporation shall furnish Bank a certified copy of this Resolution, and Bank is hereby authorized to deal with the present holder(s) of said office(s) or positions) under the authority of this Resolution unless and until it shall be expressly notified in writing to the contrary by Corporation; SUM(Raw 2101 WPS12089695474001 CDRESOLXXX M$01doc RESOL RESOLVED FURTHER, that the Secretary of Corporation, shall, from time to time hereafter, as chan9es in the personnel of the said office(s) or position(s) of Corporation, are made, immediately certify such changes to Bank, and that Bank shall be fully protected in retying upon such certifications of the Secretary of Corporation, and shall be indemnified and saved harmless from any claims, demands, expenses, losses and/or damages resulting from, or growing out of, honoring the signature f� of any officer(s) or positron-holder(s), representative(s), agent(s), or employee(s) so certified, or refusing to honor any signature not so certified which is not described or stated in this Resolution; to RESOLVED FURTHER, that the Secretary of Corporation is(are)authorized and directed to certify to Bank that this Resolution was duly adopted, and that the provisions thereof are in full conformity with 9-1 the Certificates or Articles of Incorporation, Charter or By-laws of Corporation; M RESOLVED FURTHER, that all transactions b an officers , members Ton-holder s to representative(s), agent(s), or employee(s) of Corporation , on its behalf and in its name, with Bank to prior to delivery of a certified copy of this Resolution are, in all respects, hereby ratified, confirmed 47)(7) and adopted; () RESOLVED FURTHER, that the holde s of the above-identified office(s)s or r( ) e( } position(s) is (are) expressly authorized to affix the seal, if any, of Corporation on any instrument and to adopt any facsimile seal for any occasion and purpose on any instrument as the seal, of Corporation, and that this Resolution supersedes any By-law or other organizational document of Corporation to the contrary;and RESOLVED FURTHER, that any person(s)authorized to act on behalf of Corporation pursuant to the terms of this Resolution is (are) fully authorized to take any action or exercise any powers as set out or granted by those terms in relation to any subsidiary, parent or affiliate of Corporation. I, finally, certify that the following is (are) the person(s) who now hold(s) the office(s) and/or position(s) referred to above In this Resolution and that their bona fide signature(s)is (are)set forth below: By: qDscw�a Co-President Susan M Klieman By, `t b. ©'�� Co-President ndra D. Orr saws(Row 2f o) Page 2 IN WITNESS WHEREOF, I have hereunto duly subscribed my name(s) and affixed the seal, if any, of Corporation on March 4,2009. CORPORATE CID SEAL By: Secretary ,-i OAnature of Person Authorized to Sign) 0 fill + J;V.vd,Pg . OQ Q i (Print Name of Person Authorized to Sign) l�. in W CAT-Deal#2089694571 FacII•Ity ID 2089695474 (a fY1 STATE OF ILLINOIS County of Corporate Acknowledgment This instrument was acknowledged before me on March 2009, by Susan M.Kfiernan as Co- President of Stelo Enterprises,Inc. (Signature of notary public) (Seal) OFFICIAL SEAL BARBARA SARtTIN NOTARY PUBLIC-STATE OF ILLINOIS MY COMMI98ION EXPIRES NOV.02.20tt CAT-Deal#2089694571 Facility ID 2089695474 &UM(Rei 2I 01 Page 3 resin doc EXHIBIT " F" UNCONDITIONAL GUARANTY March 4,2009 00 (V (� Stelo Enterprises, Inc. to 974 Pine Road 1 Carlisle,Pennsylvania 17015 l (Hereinafter referred to as"Borrower") t�3 Daniel 1. Klieman I� W3035 Huntington Drive MArlington Heights, Illinois 60004 0 Susan M. Klieman 3035 Huntington Drive Arlington Heights, Illinois 60004 (Individually and collectively,"Guarantor") Wachovia Bank, National Association Philadelphia, Pennsylvania 19109 (Hereinafter referred to as'Bank") To induce Bank to make, extend or renew loans, advances, credit, or other financial accommodations to or for the benefit of Borrower,which are and will be to the direct interest and advantage of the Guarantor, and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower,which are and will be to the direct interest and advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Bank and its successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to Bank antl:its affiliates, including, but not limited to, all obligations under any notes, loan agreements, security agreements, letters of credit, instruments, accounts receivable, contracts, drafts, leases, chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and the Loan Documents, as defined below, and all obligations of Borrower to Bank or any of its affiliates under any swap agreement (as defined in 11 U.S.0 § 101, as in effect from time to time), however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted or acquired, and all modifications, extensions and renewals thereof,(collectively,the"Guaranteed Obligations"). Guarantor further covenants and agrees- GUARANTOR'S LIABILITY. This Guaranty is a continuing and unconditional guaranty of payment and performance and not of collection. The parties to this Guaranty are jointly and severally obligated together with all other parties obligated for the Guaranteed Obligations. This Guaranty does not impose any obligation on Bank to extend or continue to extend credit or otherwise deal with Borrower at any subsequent time. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is rescinded, avoided or for any other reason must be returned by Bank, and the returned payment shall remain payable as part of the Guaranteed Obligations, all as though such payment had not been made. Except to the extent the provisions of this Guaranty give Bank additional rights, this Guaranty shall not be deemed to supersede or replace any other guaranties given to Bank by Guarantor; and the obligations guaranteed hereby shall be in addition 53SINM9.240) WPS12089695474001 CDGUARXXXX puardoe GUAR to any other obligations guaranteed by Guarantor pursuant to any other agreement of guaranty given to Bank and other guaranties of the Guaranteed Obligations. TERMINATION OF GUARANTY. Guarantor may terminate this Guaranty only by written notice, delivered personally to or received by certified or registered United States Mail by an authorized officer of t� Bank at the address for notices provided herein. Such termination shall be effective only with respect to ry Guaranteed Obligations arising more than 15 days after the date such written notice is received by said 0 Bank officer. Such termination shall not be effective with respect to Guaranteed Obligations (including in � any subsequent extensions, modifications or compromises of the Guaranteed Obligations)then existing, H or Guaranteed Obligations arising subsequent to receipt by Bank of said notice if such Guaranteed H Obligations are a result of Bank's obligation to make advances pursuant to a commitment, or are based on Borrower's obligations to make payments pursuant to any swap agreement(as defined in 11 U.S.C_§ t 101, as in effect from time to time), entered into prior to expiration of the 15 day notice period, or are a (� result of advances which are necessary for Bank to protect its collateral or otherwise preserve its i» interests. Termination of this Guaranty by any single Guarantor will not affect the existing and continuing (� obligations of any other Guarantor hereunder. CONSENT TO MODIFICATIONS. Guarantor consents and agrees that Bank (and,with respect to .swap obligations, its affiliates) may from time to time, in its sole discretion, without affecting, impairing, lessening or releasing the obligations of Guarantor hereunder. (a)extend or modify the time, manner, place or terms of payment or performance and/or otherwise change or modify the credit terms of the Guaranteed Obligations; (b) increase, renew, or enter into a novation of the Guaranteed Obligations; (c)waive or consent to the departure from terms of the Guaranteed Obligations; (d) permit any change in the business or other dealings and relations of Borrower or any other guarantor with Bank; (e) proceed against, exchange, release, realize upon, or otherwise deal with in any manner any collateral that is or may be held by Bank in connection with the Guaranteed Obligations or any liabilities or obligations of Guarantor; and (f) proceed against, settle, release, or compromise with Borrower, any insurance carrier,or any other person or entity liable as to any part of the Guaranteed Obligations, and/or subordinate the payment of any part of the Guaranteed Obligations to the payment of any other obligations,which may at any time be due or owing to Bank; all in such manner and upon such terms as Bank may deem appropriate, and without notice to or further consent from Guarantor. No invalidity, irregularity, discharge or unenforceability of, or action or omission by Bank relating to any part of the Guaranteed Obligations or any security therefor shall affect or impair this Guaranty. WAIVERS AND ACKNOWLEDGMENTS. Guarantor waives and releases the following rights, demands, and defenses Guarantor may have with respect to Bank (and, with respect to swap obligations, its affiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon, and in foreclosure of any security interest and sale of any property serving as collateral for the Guaranteed Obligations; (b) any law or statute that requires that Bank (and, with respect to swap obligations, its affiliates) make demand upon, assert claims against, or collect from Borrower or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against Borrower or other persons or entities prior to making demand upon, collecting from or taking action against Guarantor with respect to the Guaranteed Obligations, including any such rights Guarantor might otherwise have had under Va. Code§§49-25 and 49-26,et seg., N.C.G.S. §§26-7, a se ., Tenn. Code Ann. §47-12-101. O.C.G.A. § 10-7-24, Mississippi Code Ann. Section 67-5-1, California Civil Code Section§§2787 to 2855 inclusive,and any successor statute and any other applicable law; (c)any law or statute that requires that Borrower or any other person be joined in, notified of or made part of any action against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any security interest in collateral or sell or dispose of collateral in a particular manner or at a particular time,provided that Bank's obligation to dispose of Collateral in a commercially reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or novat,ons of the Guaranteed Obligations, of any new transactions or other relationships between Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or business structure of Borrower or any other guarantor; (f) -35104(Re.24 0) Page 2 gmr d« r presentment, protest, notice of dishonor, notice of default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be entitled: (g) the right to assert against Bank or its affiliates any defense (legal or equitable), set-off, counterclaim, or claim that Guarantor may have at any time against Borrower or any other party liable to Bank or its affiliates; (h) all defenses relating to invalidity, 0 insufficiency, unenforceability, enforcement, release or impairment of Bank or its affiliates' lien on any ff't collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which () Guarantor is or may become entitled to be subrogated to Bank or its affiliates' rights against Borrower or to to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy of Bank or its affiliates against Borrower or any security which Bank or its affiliates now ( has or hereafter acquires, until such time as the Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference period; Q)any claim or defense that acceleration of maturity of trf the Guaranteed Obligations is stayed against Guarantor because of the stay of assertion or of t acceleration of claims against any other person or entity for any reason including the bankruptcy or (71, insolvency of that person or entity; (k)the right to marshalling of Borrower's assets or the benefit of any exemption claimed by Guarantor; (1) any defense based upon any lack of authority of the officers, ;( directors,partners or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower; (m) any defense based upon Bank's election. in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (n) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; and (o) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor acknowledges and represents that Guarantor has relied upon Guarantor's own due diligence in making an independent appraisal of Borrower, Borrower's business affairs and financial condition, and any collateral; Guarantor will continue to be responsible for making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its affiliates for information regarding Borrower or any collateral. Guarantor agrees that the payment of all sums payable under the Guaranteed Obligations or any part thereof or other act which tolls any statute of limitations applicable to the Guaranteed Obligations shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank and its affiliates that on and after the date hereof: (a) the fair saleable value of Guarantor's assets exceeds its liabilities, Guarantor is meeting its current liabilities as they mature, and Guarantor is and shall remain solvent; (b) all financial statements of Guarantor furnished to Bank are correct and accurately reflect the financial condition of Guarantor as of the respective dates thereof', (c)since the date of such financial statements, there has not occurred a material adverse change in the financial condition of Guarantor; (d)there are not now pending any court or administrative proceedings or undischarged judgments against Guarantor, no federal or state tax liens have been filed or threatened against Guarantor, and Guarantor is not in default or claimed default under any agreement; and (e) at such reasonable times as Bank requests, Guarantor will furnish Bank and its affiliates with such other financial information as Bank and its affiliates may reasonably request. INTEREST AND APPLICATION OF PAYMENTS. Regardless of any other provision of this Guaranty or other Loan Documents, if for any reason the effective interest on any of the Guaranteed Obligations should exceed the maximum lawful interest, the effective interest shall be deemed reduced to and shall be such maximum lawful interest, and any sums of interest which have been collected in excess of such maximum lawful interest shall be applied as a credit against the unpaid principal balance of the Guaranteed Obligations. Monies received from any source by Bank or its affiliates for application toward payment of the Guaranteed Obligations may be applied to such Guaranteed Obligations in any manner or order deemed appropriate by Bank and its affiliates. DEFAULT. If any of the following events occur, a default("Default") under this Guaranty shall exist: (a) failure of timely payment or performance of the Guaranteed Obligations or a default under any Loan su,oa(Rev 24 o) Page 3 guar doc Document; (b) a breach of any agreement or representation contained or referred to in the Guaranty, or any of the Loan Documents, or contained in any other contract or agreement of Guarantor with Bank or its affiliates, whether now existing or hereafter arising, (c) the death of, appointment of a guardian for, dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or the commencement of any insolvency or bankruptcy �-1 proceeding by or against Guarantor or any general partner of or the holder(s) of the majority ownership ih interests of Guarantor; and/or(d) Bank determines in good faith, in its sole discretion, that the prospects (7 for payment or performance of the Guaranteed Obligations are impaired or a material adverse change In has occurred in the business or prospects of Borrower or Guarantor,financial or otherwise. :-i `A If a Default occurs, the Guaranteed Obligations shall be due immediately and payable without notice, 1 other than Guaranteed Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in In effect from time to time)with Bank or its affiliates,which shall be due in accordance with and governed by 0 the provisions of said swap agreements, and, Bank and its affiliates may exercise any rights and p remedies as provided in this Guaranty and other Loan Documents, or as provided at law or equity. 0 Guarantor shall pay interest on the Guaranteed Obligations from such Default at the highest rate of interest charged on any of the Guaranteed Obligations. ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Guarantor shall pay all of Bank's and its affiliates' reasonable expenses incurred to enforce or collect any of the Guaranteed Obligations, including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' fees and expenses,whether incurred without the commencement of a suit, in any suit, arbitration, or administrative proceeding, or in any appellate,or bankruptcy proceeding. SUBORDINATION OF OTHER DEBTS. Guarantor agrees: (a) to subordinate the obligations now or hereafter owed by Borrower to Guarantor("Subordinated Debt")to any and all obligations of Borrower to Bank or its affiliates now or hereafter existing while this Guaranty is in effect, provided however that Guarantor may receive regularly scheduled principal and interest payments on the Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank and its affiliates have been paid in full on or prior to such date, and (ii) no event or condition which constitutes, or which with notice or the lapse of time would constitute an event of default with respect to the Guaranteed Obligations shall be continuing on or as of the payment date: (b) Guarantor will either place a legend indicating such subordination on every note, ledger page or other document evidencing any part of the Subordinated Debt or deliver such documents to.Bank; and (c) except as permitted by this paragraph, Guarantor will not request or accept payment of or any security for any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid to Guarantor, through error or otherwise, shall immediately be forwarded to Bank by Guarantor, properly endorsed to the order of Bank,to apply to the Guaranteed Obligations. MISCELLANEOUS. Assignment. This Guaranty and other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in and rights under this Guaranty and other Loan Documents are freely assignable, in whole or in part, by Bank. Any assignment shall not release Guarantor from the Guaranteed Obligations, Organization; Powers. Guarantor (i) is (a) an adult individual and is sui iuris, or (b) a corporation, general partnership, limited partnership, limited liability company or other legal entity(as indicated below), duly organized, validly existing and in good standing under the laws of its state of organization, and is authorized to do business in each other jurisdiction wherein its ownership of property or conduct of business legally requires such organization, (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated; and (iii) has the power and authority to execute, deliver and perform, and by all necessary action has authorized the execution, delivery and performance of, all of its obligations under this Guaranty and any other Loan Document to which it Is a party. Applicable Law; Conflict Between Documents. This Guaranty shall be governed by and interpreted in accordance with federal law and, except as preempted by federal law, the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If.the terms of this Guaranty should conflict with the terms of any commitment 535104(Rev 74 01 Page 4 P=dM letter that survives closing, the terms of this Guaranty shall control. Guarantors Accounts. Except as prohibited by law, Guarantor grants Bank and its affiliates a security interest in all of Guarantor's deposit accounts and investment properties maintained with Bank and its affiliates. .Jurisdiction. Guarantor irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank's address on the first (V page hereof. Severability. If any provision of this Guaranty or of the other Loan Documents shall be lei prohibited or invalid under applicable law,such provision shall be ineffective but only to the extent of such 0prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of 1r1 this Guaranty or other Loan Documents. Payments. All payments shall be mailed to Commercial Loan � Services, P. O. Box 740502, Atlanta, GA 30374-0502. Notices. Any notices to Guarantor shall be sufficiently given if in writing and mailed or delivered to Guarantor's address shown above or such other fd, address as provided hereunder, and to Bank, if in writing and mailed or delivered to Wachovia Bank, LA National Association, Mail Code VA7628, P.O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, W National Association, Mail Code VA7628, 7711 Plantation Road, Roanoke, VA 24018 or such other C) address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In t91 the event that Guarantor changes Guarantor's address at any time prior to the date the Guaranteed 0 Obligations are paid in full, Guarantor agrees to promptly give written notice of said change of address to Bank by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions. All references in the Loan Documents to borrower, guarantor, person,document or other nouns of reference mean both the singular and plural form, as the case may be, and the term "person" shall mean any individual person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Binding Contract. Guarantor by execution of and Bank by acceptance of this Guaranty agree that each party is bound to at; terms and provisions of this Guaranty. Amendments, Waivers and Remedies. No waivers, amendments or modifications of this Guaranty and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank or its affiliates of any Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank or its affiliates in exercising any right, power, or privilege granted pursuant to this Guaranty and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. All remedies available to Bank or its affiliates with respect to this Guaranty and other Loan Documents and remedies available at law or In equity shall be cumulative and may be pursued concurrently or successively. Partnerships. If Guarantor is a partnership, the obligations, liabilities and agreements on the part of Guarantor shall remain in full force and effect and fully applicable notwithstanding any changes in the individuals comprising the partnership. The term "Guarantor" includes any altered or successive partnerships, and predecessor partnerships) and the partners shall not be released from any obligations or liabilities hereunder. Loan Documents. The term "Loan Documents"refers to all documents executed in connection with or related to the Guaranteed Obligations and may include, without limitation, commitment letters that survive closing, loan agreements, other guaranty agreements, security agreements, instruments,financing statements, mortgages,deeds of trust, deeds to secure debt, letters of credit and any amendments or supplements(excluding swap agreements as defined in 11 U.S.C. § 101, as in effect from time to time). LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE 1N ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LiABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES, EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHiCH MAY ARISE IN THE FUTURE iN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY,WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Telephone Communication Monitoring. Guarantor agrees that Guarantor's telephone communications with Bank may be monitored and/or recorded to improve customer service and security. Final Agreement. This Agreement and the other Loan Documents represent the final &MID4 ran 24 o) Page 5 4100°0C agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent agreements of the parties. There are no unwritten agreements between the parties. FINANCIAL AND OTHER INFORMATION. Guarantor shall deliver to Bank such information as Bank may reasonably request from time to time, including without limitation, financial statements and cit information pertaining to Guarantor's financial condition. Such information shall be true, complete, and t�1 accurate. 0 In NEGATIVE COVENANTS. Guarantor agrees that from the date hereof and until final payment in full of 1%4 the Guaranteed Obligations, unless Bank shall otherwise consent in writing, Guarantor will not: Default a:i on Other Contracts or Obligations. Default on any material contract with or obligation when due to a 0,; third party or default in the performance of any obligation to a third party Incurred for money borrowed. In Government Intervention. Permit the assertion or making of any seizure, vesting or intervention by or (A under authority of any governmental entity, as a result of which the management of Guarantor or any 0 guarantor is displaced of its authority in the conduct of its respective business or such business is (9) curtailed or materially impaired. Judgment Entered. Permit the entry of any monetary judgment or the 0 assessment against, the filing of any tax lien against, or the issuance of any writ of gamishment or attachment against any property of or debts due Retire or Repurchase Capital Stock. Retire or otherwise acquire any of its capital stock. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE: TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS GUARANTY. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY,THIS GUARANTY. CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR, THE GUARANTOR, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR GUARANTOR AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, INTELLIGENTLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE GUARANTOR HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF THE GUARANTOR'S BANK ACCOUNT AND OTHER ASSETS. GUARANTOR ACKNOWLEDGES AND UNDERSTANDS THAT BY ENTERING INTO THIS GUARANTY CONTAINING A CONFESSION OF JUDGMENT CLAUSE THAT GUARANTOR IS VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY GIVING UP ANY AND ALL RIGHTS, INCLUDING CONSTITUTIONAL RIGHTS,THAT GUARANTOR HAS OR MAY HAVE TO NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST GUARANTOR AND BEFORE THE GUARANTOR'S ASSETS, INCLUDING, WITHOUT LIMITATION, ITS BANK ACCOUNTS, MAY BE GARNISHED, LEVIED, EXECUTED UPON AND/OR ATTACHED. GUARANTOR UNDERSTANDS THAT ANY SUCH GARNISHMENT, LEVY, EXECUTION AND/OR ATTACHMENT SHALL RENDER THE PROPERTY GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO GUARANTOR. IT IS SPECIFICALLY ACKNOWLEDGED BY GUARANTOR THAT THE BANK HAS RELIED ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WAIVED BY 535104(Rev 24 O) Page 6 fl�Coe GUARANTOR HEREIN IN RECEIVING THIS GUARANTY AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS TO THE GUARANTOR. Upon the occurrence of a default in the payment of the Obligations due under this Guaranty or a Default (as defined in the other Loan Documents)under any other Loan Document,each Guarantor hereby jointly and severally authorizes and empowers any attorney of any court of record or the prothonotary or clerk of fh any county in the Commonwealth of Pennsylvania, or in any jurisdiction where permitted by law or the I f� clerk of any United States District Court, to appear for Guarantor in any and all actions which may be tt1 brought hereunder and enter and confess judgment against the Guarantor or any of them in favor of the Bank for such sums as are due or may become due hereunder or under any other Loan Documents, -I together with costs of suit and actual collection costs including, without limitation, reasonable attorneys' f, fees equal to 5%of the Guaranteed Obligations then due and owing but in no event less than$5,000.00, tf� with or without declaration, without prior notice, without stay of execution and with release of all lyj procedural errors and the right to issue executions forthwith. To the extent permitted by law, Guarantor waives the right of inquisition on any real estate levied on, voluntarily condemns the same,authorizes the 0 prothonotary or clerk to enter upon the writ of execution this voluntary condemnation and agrees that (a such real estate may be sold on a writ of execution; and also waives any relief from any appraisement, stay or exemption law of any state now in force or hereafter enacted. Guarantor further waives the right to any notice and hearing prior to the execution, levy, attachment or other type of enforcement of any judgment obtained hereunder, Including, without limitation, the right to be notified and heard prior to the garnishment, levy, execution upon and attachment of Guarantor's bank accounts and other property. If a copy of this Guaranty verified by affidavit of any officer of the Bank shall have been filed in such action, it shall not be necessary to file the original thereof as a warrant of attorney, any practice or usage to the contrary notwithstanding. The authority herein granted to confess judgment shall not be exhausted by any single exercise thereof, but shall continue and may be exercised from time to time as often as the Bank shall find it necessary and desirable and at all times until full payment of all amounts due hereunder and under any other Loan Documents. The Bank may confess one or more judgments in the same or different jurisdictions for all or any part of the Guaranteed Obligations arising hereunder or under any other Loan Documents to which Guarantor is a party, without regard to whether judgment has theretofore been confessed on more than one occasion for the same Guaranteed Obligations. In the event that any judgment confessed against the Guarantor is stricken or opened upon application by or on behalf of Guarantor or any obligor for any reason, the Bank is hereby authorized and empowered to again appear for and confess judgment against Guarantor for any part or all of the Guaranteed Obligations owing under this Guaranty and/or for any other liabilities, as herein provided. IN WITNESS WHEREOF, Guarantor, on the day and year first written above, has caused this Unconditional Guaranty to be duly executed under se I _ (SEAL) �Daniel I Klleman //�� p /� � OJAO (SEAL) Susan M. Klieman CAT-Deal#2089694571 Facility ID 2089695474 535104{Rev 24 01 Page 7 pear°O° STATE OF ILLINOIS County of tt1 Individual Acknowledgment til inThis instrument was acknowledged before me on March-4—, 2009, by Daniel I.Klleman. fi in (Signature of notary public) W 0 (Seal) OFFICIAL SEAL (� BARBARA SARTIN NOTARY PUBLIC-STATE OF ILLINOIS MY COMMISSION EXPIRES NOV 02,2014 STATE OF ILLINOIS County of Individual Acknowledgment This instrument was acknowledged before me on March ,2009, by Susan M. Klleman. (Signalure of notary public) (Seal) OFFICIAL SEAL BARBARA SARTIN NOTARY PUBLIC-STATE OF ILLINOIS MY COMMISSION EXPIRES NOV.02.2011 CAT-Deal#2089694571 Facility ID 2089695474 sass 04(Rav 24 0) Page 8 9"o« EXHIBIT " G " (Page 1 of 6) 200150787786200155 COMMERCIAL GUARANTY Pi�tset)zai c Loan Its lv)acnty Loan No ell;con Rtooun Ricer tnfr;ra#s GK3T3 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 Rem above containin ""has been omitted due to text length limitations. Borrower: State Enterprises,Inc. Lender: Wells Fargo Bank,National Association 974 Pine Road Harrisburg Carlisle,PA 17013 30 N 3rd St,9th Fir Harrisburg,PA 17101 Guarantor: Sandra D Gunthorpe 974 Pine Rd Carlisle,PA 17015 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 tender 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 Borrowers 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 terns or acceleration;absolute of contingent;liquidated or unliquidated;determined or undetermined;direst 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,Lenders rights under all guaranties shaft be cumulative. This Guaranty shell not(unless specirrcaliy provided below to the contrary)affect or invalidate any such other guaranties. Guarantors 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 Guarantors 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. Guarantors written notice of revocation must be mailed to Lender,by certified mail,at Lenders 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 Guarantors written revocation. For this purpose and without limitation, the term "new Indabtedness" 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 Guarantors estate as to the Indebtedness created both before and after Guarantors death or incapacity, regardless of Lenders actual notice of Guarantor's death. Subject to the foregoing.Guarantors executor or administrator or other tegal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the some 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 shaft 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 acknowlodges 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 holra, successors and assigns so long as any of the Indebtedness rremafns unpaid and even though the Indebtedness may from time to time be taro dollars($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lander, 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 (Page 2 of 6) COMMERCIAL GUARANTY Loan No: 0264022921118 (Continued) Page 2 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; '(E7 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 nonjudfcial sale permitted by the terms of the controlling security agreement or dead 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 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 Guarantors 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 Guarantors 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 Guarantors 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 shaft 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 arty 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 Lenders power,or (G) to commit any ad 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 Borrowers 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 taw 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 aft 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 shag 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 shag 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 (Page 3 of 6) Loan No: 0264022921COMMERCIAL GUARANTY/18 (Continued) Page 3 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 court shall pay all court costs and such additional fees as may be directed by the co Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the Provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and,to the extent not preempted by federal taw,the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. 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 alt 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 ilability 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 telefacsimlle (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 format 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 ender,nor any course of dealing between Lender and Guarantor,shalt 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 Leder 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. Further Assurances,The parties hereto agree to do all things deemed necessary by Lender in order to fully document the loan evidenced by this Note and any related agreements,and will fully cooperate concerning the execution and delivery of security agreements,stock powers, instructions and/or other documents pertaining to any collateral intended to secure the Indebtedness. The undersigned agree to assist in the cure of any defects In the execution,delivery or substance of the Note and related agreements,and In the creation and perfection of the full amount security all charges interests rcosts and expensother collateral es(tohts rn include fees pad t the Note. Borrower expether nded or Incurredrees to yrLe der tomonitor itoenders interest in any real property pledged as collateral for this Note,including without limitation all costs of appraisals. Consent to Sell Loan.The parties hereto agree:(a)Leder may sell or transfer all or part of this loan to one or more purchasers,whether related or unrelated to Lender;(b)Lender may provide to any purchaser,or potential purchaser,any information or knowledge Lender may have about the parties or about any other matter relating to this loan obligation, and the parties waive any rights to privacy it may have with respect to such matters;(c)the purchaser of a loan will be considered its absolute owner and will have all the rights granted under the loan documents or agreements governing the sale of the loan;and(d)the purchaser of a loan may enforce its Interests irrespective of any claims or defenses that the parties may have against Lender. Security interest and Right of Setoff(Guarantor). In addition to all liens upon and rights of setoff arising by law, Guarantor pledges and grants to Lender as security for Guarantor's obligations to Lender (excluding any consumer obligations subject to the Federal Truth In Lending Act),a security interest and Gen upon all monies,securities,securities accounts,brokerage accounts,deposit accounts and other property of Guarantor now or hereafter in the possession of or on deposit with lander or any Wells Fargo affiliate,whether held In a general or special account or deposit or for safekeeping or otherwise,excluding however all iRA and Keogh accounts. No security interest,lien or right cf setoff will be deemed to have been waived by any act or conduct on the pert of Lender,or by any neglect to exercise such right,or by any delay in so doing,and every right of setoff,lien and security interest will continue in full force and effect until specifically waived or released by Lender in writing. Facsimile and CounterparL This document may be signed in arty number of separate copies,each of which shall be effective as an original, but all of which taken together shall constitute a single document. An electronic transmission or other facsimile of this document or any related document shall be deemed an original and shall be admissible as evidence of the document and the signer's execution. Document Delivery and Electronic Transmission of Documents.Each party or person signing this agreement(referred to in this paragraph as "you")agrees that Lender may,in its sole discretion,rely upon any document, report,financial statement,tax return,agreement or other communication("Documenr�physically delivered to Lender by mail, hand delivery or delivery service which Lender In good faith believed was sent by you or any of your representatives or employees. Similarly,Lander may,in its sole discretion,rely upon any Document sent by email,facsimile or other electronic means to Lender which Lender in good faith believed was sent by you or any of your representatives or employees. Lender may treat the Document as genuine and authorized to the same extent as if it was an original document validly (Page 4 of 6) COMMERCIAL GUARANTY Loan No: 0264022921118 (Continued) Page 4 executed or authenticated as genuine by you. Lender may from time to time in its sole discretion reject any such Document and require a signed original, or require you 10 provide acceptable authentication of any such Document before accepting or relying on same. You understand and acknowledge that there Is a risk that Documents sent by electronic means may be viewed or received by unauthorized persons, and you agree that by sending Documents by electronic means, you shall be deemed to have accepted this risk and the consequences of any such unauthorized disclosure. COMMUNITY PROPERTY. In addition to the rights of Lender under any applicable community property laws, any Guarantor who has an Interest in community property under applicable law acknowledges and agrees that his/her obligation as guarantor is incurred in the interest of and to benefit the marital Community(or domestic partnership,if applicable),and expressly agrees that recourse may be had against his or her separate property and his or her rights in community property and community assets for all of his or her obfigat e h d Lender, in addition to any other property that may be Subject to rights of Lender. WARRANT OF ATTORNEY TO CONFESS JUDGMENT.WARRANT OF ATTORNEY TO CONFESS JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY,ANY ATTORNEY OR ANY CLERK OF ANY COURT OF RECORD, FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT,TO APPEAR FOR AND CONFESS JUDGMENT AGAINST GUARANTOR FOR SUCH SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS GUARANTY,WITH OR WITHOUT DECLARATION,WITH COSTS OF SUIT, WITHOUT STAY OF EXECUTION AND WITH AN AMOUNT EQUAL TO FIFTEEN PERCENT (15%) OF THE AMOUNT OF SUCH JUDGMENT BUT NOT LESS THAN TEN THOUSAND DOLLARS ($10,000), ADDED FOR ATTORNEYS" COLLECTION FEES. TO THE EXTENT PERMITTED BY LAW, GUARANTOR RELEASES ALL ERRORS IN SUCH PROCEEDINGS AND GUARANTOR WAIVES THE RIGHT TO ANY STAY OF EXECUTION, THE BENEFIT OF ANY EXEMPTION LAWS, AND ALL RIGHTS OF APPEAL. IF A COPY OF THIS GUARANTY, VERIFIED BY AFFIDAVIT BY OR ON BEHALF OF THE HOLDER OF THIS GUARANTY SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL GUARANTY AS A WARRANT OF ATTORNEY. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE EXERCISED AS OFTEN AS THE HOLDER SHALL FIND iT NECESSARY AND DESIRABLE AND THIS GUARANTY SHALL BE A SUFFICIENT WARRANT THEREFORE. THE HOLDER HEREOF MAY CONFESS ONE OR MORE JUDGMENTS iN THE SAME OR DIFFERENT JURISDICTIONS FOR ALL OR ANY PART OF THE AMOUNT OWING HEREUNDER, WITHOUT REGARD TO WHETHER JUDGMENT HAS THERETOFORE BEEN CONFESSED ON MORE THAN ONE OCCASION FOR THE SAME AMOUNT UNTIL ALL AMOUNTS OWING ON THIS GUARANTY HAVE BEEN PAID IN FULL. IN THE EVENT ANY JUDGMENT CONFESSED AGAINST GUARANTOR HEREUNDER IS STRICKEN OR OPENED UPON APPLICATION BY OR ON GUARANTOR"S BEHALF FOR ANY REASON,THE HOLDER IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR FOR AND CONFESS JUDGMENT AGAINST GUARANTOR FOR ANY PART OR ALL OF THE AMOUNTS OWING HEREUNDER,AS PROVIDED FOR HEREIN,IF DOING SO WILL CURE ANY ERRORS OR DEFECTS iN SUCH PRIOR PROCEEDINGS. Supplement to ini ion of tatiness. The definition of"Indebtedness" wheof Borrower, ther liquidated ortunliquidetedb defined,contingent,conditional or of any other)natured whatsoever,including,without es, without limitation. all t limitation, under any commercial card or other similar transaction or arrangement(howsoever described or defined),and performance of all other obligations, arising under any swap, derivative, foreign exchange or hedge transaction or arrangement(or other similar transaction or arrangement howsoever described or defined)at any Sine entered Into with Lender in connection with or relating to any promissory note,agreement or other document evidencing any portion of the Indebtedness. Arbitration Agreement Arbitra ion-Blndln9 Arbitration Lender and each party to this agreement hereby agree,upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. Arbitration may be demanded before the Institution of a Judicial proceeding,or during a judicial proceeding,but not more than 60 days after service of a complaint, third party complaint,cross-claim,or any answer thereto,or any amendment to any of such pleadings, A"Dispute"shall include any dispute,claim or controversy of any kind, whether In contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to any aspect of this agreement,or any related agreement incorporating this Arbitration Program(the"Documents").or any renewal,extension, modification or refinancing of any Indebtedness or obligation relating thereto, including without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default or termination. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW,THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED PURSUANT TO THiS ARBITRATION PROGRAM. A. Governing R+l%L Any arbitration proceeding will ()be governed by the Federal Arbitration Act(Title 9 of the United States Code), notwithstanding.any conflicting choice of law provision In any of the documents between the parties;and(i)be conducted by the American Arbitration Association ("AAA"), or such other administrator as the parties shall mutually agree upon, In accordance with the AAA's commercial dispute resolution procedures, unless the claim or counterclaim is at Least $1,Ot10,0o0.00 exclusive of claimed Interest, arbitration fees and costs,in which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes are referred to herein,as applicable,as the"Rules"). If there is any inconsistency between the terms hereof and the Rules,the terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties, or if they cannot agree, then at a location selected by the AAA in the state of the applicable substantive law primarily governing the Nate. Any party who fails or refuses to submit to arbitration following a demand by any other parry shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C.Section 91 or any similar applicable state law. B. No Waiver of Provlstonal Remodlee off-Help and Foraeto-uro The arbitration requirement does not limit the right of any party to(i) foreclose against real or personal property collateral;(h)exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession;or(i)obtain provisional or ancillary remedies such as replevin,injunctive relief,attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any Dispute to arbitration or reference hereunder,including those arising from the exercise of the actions detailed in sections(i),(ii)and(11)of this paragraph. G. Arbhrator Q.�IL_Hie't{o .and pov,ers Any arbitration proceeding In which the amount in controversy is$5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote Of a panel Of three arbitrators: provided however, that all three arbitrators must actively participate in all hearings and deliberations. Every arbitrator must be a neutral practicing attorney or a retired member of the state or federal judiciary, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide(by documents only or with a hearing at the arbitrator's discretion)any pre-hearing motions which are similar to motions to dismiss for failure to state a claim Or motions for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is (Page 5 of 6) COMMERCIAL GUARANTY Loan No: 0264022921118 (Continued) Page 6 necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose Sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the applicable state rules of civil procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff,to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. D._Discovery. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date. Any requests for an extension of the discovery periods,or any discovery disputes,will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining information is availabfe. £_Class eroceedings and Consolidations.No party hereto shall be entitled to join of consolidate disputes by Or against non-panles in any arbitration,or to include In any arbitration any dispute as a representative or member of a class,or to act In any arbitration In the interest of the general public or in a private attorney general capacity. As used herein,"non-parties"shall mean all persons and entities except Lender and the party(tes)executing this agreement or any related Document. F_ Miscellaneous. To the maximum extent practicable,the AAA,the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence,content or results thereof,except for disclosures of information by a party required In the ordinary course of Its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly related to the documents between the parties or the subject matter of the Dispute shall control. This arbitration provision shall survive the repayment of the Note and the termination, amendment or expiration of any of the Documents or any relationship between the parties, G._ Real Collateral. Notwithstanding anything herein to the contrary,no Dispute shall be submitted to arbitration if the Dispute concerns Indebtedness secured directly of indirectly,in whole or in part,by any real property and the Dispute is governed by the laws Of California,Connecticut, Idaho,Montana,Nevada,South Dakota or Utah,unless any conditions for arbitration that may be set forth In the mortgage or deed of trust are satisfied;if any such Disputes are not referred to arbitration,then any provision in such mortgage or deed of trust providing for referral of Disputes to a referee or master under the laws of California or Utah shall be applicable to such Disputes. H._Stat Specific Provlslonsi. if Delaware or Penonlyania law governs the Dispute,the following provision Is Included: Confession of Judgment. Notwithstanding anything herein to the contrary,the arbitration requirement does not limit or preclude the right of Lender to confess judgment pursuant to a warrant of attorney provision set forth in the Note or Related Documents. No party shall have the right to demand binding arbitration of any claim, dispute or controversy seeking to (i) strike-off or open a judgment obtained by confession pursuant to a warrant of attorney contained in the Note or Related Documents, or(i)challenge the waiver of a right to prior notice and a hearing before judgment is entered, or after judgment is entered, but before execution upon the judgment. Any claims, disputes or controversies challenging the confession of judgment shall be commenced and prosecuted in accordance with the procedures set forth,and in the forum specified by the applicable state rules of civil procedure or other applicable law. If M2la yland law governs the Disnute,the following provision is inchided: Confession of Judgment Notwithstanding anything herein to the contrary,the arbitration requirement does not limit or preclude the right of Lender to Confess judgment,and no party shall have the right to demand binding arbitration of any claim,dispute or controversy seeking to open a judgment obtained by confession. Nothing herein,including the arbitration requirement,Ghali limit the right of any party to foreclose judicially or non judicially against arty real or personal property collateral, or exercise judidat or non-judicial power of sale rights. No provision regarding submission to a Jurisdiction and/or venue In any court or the waiver of any right to trial by jury is Intended or shall be construed to be in derogation of the provisions for arbitration of any dispute. Any claim or counterclaim or defense raised in connection with Lender's exercise of any rights set forth in the Note or Related Documents shall be subject to the arbitration requirement. if South Carolina law govems the Dispute,the following provision is included: WAIVER OF JURY TRiAL NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES'AGREEMENT TO ARBITRATE ANY DiSPUTE AS SET FORTH IN THiS MORTGAGE,TO THE EXTENT ANY DISPUTE IS NOT SUBMITTED TO ARBITRATION OR IS DEEMED BY THE ARBITRATOR OR BY ANY COURT WITH JURISDICTION TO BE NOT ARBITRABLE OR NOT REQUIRED TO BE ARBITRATED,MORTGAGOR AND MORTGAGEE WAIVE TRIAL BY JURY IN RESPECT OF ANY SUCH DISPUTE AND ANY ACTION ON SUCH DISPUTE. THIS WAIVER IS KNOWINGLY,WILLINGLY AND VOLUNTARILY MADE BY MORTGAGOR AND MORTGAGEE,AND MORTGAGOR AND MORTGAGEE HEREBY REPRESENT THAT NO REPRESENTATiONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY iTS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE LOAN DOCUMENTS. MORTGAGOR AND MORTGAGEE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THiS WAIVER OF JURY TRiAL. MORTGAGOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS MORTGAGE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL,AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL- if OUNSELif Virginia law go ems oisput ,the following provision Is Included: Confession of Judgment The arbitration requirement does not limit or preclude the right of Lender to confess judgment pursuant to a warrant of attorney provision set forth in the Note or Related Documents. No party shall have the right to demand binding arbitration of any claim, dispute or controversy seeking to (i) strike-off or open a judgment obtained by confession pursuant to a warrent of attorney contained in the Note or Related Documents,¢i)challenge the waiver of a right to prior notice and a hearing before judgment is entered,or after judgment Is entered,but before execution upon the judgment. Any claims,disputes or controversies challenging the confession of Judgment shalt be commenced and prosecuted In accordance with the procedures set forth, and in the forum specified by the applicable state rules of civil procedure or other applicable law. 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 SteSo Enterprises, Inc. and includes all co-signers and co-makers signing the Note and all their (Page 6 of 6) COMMERCIAL GUARANTY Loan No: 0264022921118 (Continued) Page 6 successors and assigns. Guarantor. The word "Guarantor"means everyone signing this Guaranty,including without 11mitation Sandra D Gunthorpe, 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 Wells Fargo Bank,National Association,Its successors and assigns. Note. The word "Nate" 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. 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 MAY 11,2012. 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 v- Seaq ttdre 0 Gunthorpe WFYI niOla�"}vn 06o Oo a0)Cap H.Nd FeapY,BOLIau,Ina 1147.=2 AfaJaa ft-d •VA 1tOVROGxfNR,E20R TRIStM,PR dtll Y� IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. 0 Plaintiff, V. STELO ENTERPRISES, INC., SANDRA D. GUNTHORPE fWa SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. AFFIDAVIT CERTIFYING ADDRESSES STATE OF NEW JERSEY UNION COUNTY ss Gabrielle Sudo, being duly sworn in accordance with the law,hereby deposes and says: (a) I am an employee of Wells Fargo Bank, N.A., plaintiff in the above-captioned action, and am authorized to make this affidavit on its behalf. (b) The last known addresses of the Defendants are as follows: Stelo Enterprises, Inc. 974 Pine Road Carlisle, PA 17015 Sandra D. Gunthorpe f/k/a Sandra D. Orr 974 Pine Road Carlisle,PA 17013 Daniel I. Klieman 3035 N. Huntington Drive Arlington Heights, IL 60004 Susan M. Klieman 3035 N. Huntington Drive Arlington Heights, IL 60004 (c) The plaintiff's address is as follows: WELLS FARGO BANK)N.A. 190 River Road Summit,NJ 07901 Gri Sudo W F go Bank,N.A. Sworn to and subscribed before me this Y*day of A-kG w h , 2014 Notary P lic Kathy E Wilcox $ Notary Public & Newer My Commission Expires 10.25-16 -2 - IN THE COURT OIP COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. No. d ` 7�7 ! G e'u:' 44X Plaintiff, V. STELO ENTERPRISES, INC., SANDRA D. GUNTHORPE f/k/a SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. AFFIDAVIT OF COMMERCIAL TRANSACTION STATE OF NEW JERSEY UNION COUNTY ss Gabrielle Sudo, being duly sworn in accordance with the law, hereby deposes and says: (a) I am an employee of Wells Fargo Bank, N.A., plaintiff in the above captioned action, and am authorized to make this affidavit on its behalf. (b) Based upon my personal knowledge (or upon my information and belief), I hereby confirm that the Loan Documents pursuant to which judgment is confessed, and of which true and correct copies are attached to the foregoing Complaint in Confession of Judgment, are a part of a commercial transaction, namely the securing of a promissory note for the business use of Defendants, and was not for consumer or household purposes and judgment is not being entered against a natural person in connection with a residential lease. Gale Su o Wells argo Bank,N.A Sworn to and subscribed before me this�- ► day of 6 sr , 2014. Notary Pu lic Kathy E wikwx Notary Publio s. New Jersey MY Commission Expires IQ-&le -2r- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. No. Plaintiff, V. STELO ENTERPRISES, INC., SANDRA : D. GUNTHORPE f/k/a SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. PLAINTIFF'S AFFIDAVIT OF WAIVER OF DEBTORS' RIGHTS STATE OF NEW JERSEY UNION COUNTY ss Gabrielle Sudo, being duly sworn in accordance with the law,hereby deposes and says: (a) I am an employee of Wells Fargo Bank, N.A. plaintiff in the above- captioned action, and am authorized to make this affidavit on its behalf. (b) Based upon my personal knowledge (or upon my information and belief), at the time of the signing of the documents containing or incorporating the provisions for Judgment by Confession in this matter, each Defendant: 1. Earned more than$10,000 annually; 2. Intentionally, understandingly, and voluntarily waived: (a) the right to notice of any hearing; (b) release of error; (c) stay of execution(if Defendant owns property in fee simple within the county worth the amount to which the Plaintiff is entitled, clear of encumbrances); (d) exemption of law; and ., (e) all defenses to their liability under the Guaranties. The facts showing such waiver are: The agreements set forth in the Loan Documents p t to which judgment is hereby confessed, and the Plaintiffs knowledge of the Defendan s' fi ancial condition at that time. Ga Sudo Wells go Bank,N.A 0 Sworn to and subscribed before me this 1 day of -allIG V,Y3' , 2014. Notary ublic KaftEWilcox Notary Public 'k. New Jffsey My CommMW Expires 10-25-16 -2 - IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. Plaintiff, ; V. STELO ENTERPRISES, INC.,SANDRA D. GUNTHORPE f/k/a SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. AFFIDAVIT OF NON-MILITARY SERVICE STATE OF NEW JERSEY UNION COUNTY ss Gabrielle Sudo, being duly sworn in accordance with the law, hereby deposes and says: (a) I am an employee of Wells Fargo Bank, N.A. plaintiff in the above- captioned action and am authorized to make this affidavit on its behalf. (b) Based upon my personal knowledge (or upon my information and belief), I hereby aver that Defendants are not in the' military of the United States or any state or territory thereof, or its allies, as defined in the Soldiers'and Sailors' Civil Relief Act of 1940, as amended. kb_ nk,N.A Sworn to and subscribed befoorR me this'h)4 day of 14 , 2014. Notary P tic Kathy E Wilcox .Notary Public �• Newiersey My Commisslon Expires 1(�26.1a f t -2- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. No. `V l qM GaU Plaintiff, V. STELO ENTERPRISES, INC., SANDRA D. GUNTHORPE fWa SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. AFFIDAVIT OF NON-RETAIL TRANSACTION STATE OF NEW JERSEY ss UNION COUNTY Gabrielle Sudo, being duly sworn in accordance with the law,hereby deposes and says: (a) I am an employee of Wells Fargo Bank, N.A. plaintiff in the above- captioned action, and am authorized 10 make ITF affidavit on its behalf. (b) Based upon my personal knowledge (or upon my information and belief), the judgment obtained by confession in this matter is not against a natural person in connection with a consumer credit transaction. 4are Sudo rgo Bank,N.A Sworn to and subscribed before me this day Of ►� u , 2014. Notary blic Kathy E Wikwx Notary Public .s New Jersey" My Commis W Expkee**16 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. ; ///✓ j ���� Gam(��c(� No. 7 'Z Plaintiff, V. STELO ENTERPRISES, INC., SANDRA D. GUNTHORPE f/k/a SANDRA D. ORR,DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. AFFIDAVIT STATE OF NEW JERSEY ss UNION COUNTY Gabrielle Sudo, being duly sworn in accordance with the law hereby deposes and says: (a) I am an employee of Wells Fargo Bank, N.A. plaintiff in the above- captioned action and am authorized to make this affidavit on its behalf. (b) The facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of my knowledge, information and belief. (c) The Exhibits attached to the Complaint in Confession of Judgment are true and correct copies of the originals. -2 - Afelleu o Wells Fargo Bank, N.A Sworn to and subscribed before me this --& day Of 46 u 5 ' , 2014. C, L n Notary P lic Kathy E Wilcox Notary Public r. New Jersey MYCommission F.zpires 1x25-16 -3 - IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. / No. `yam � (o cjl,-tel Plaintiff, V. STELO ENTERPRISES, INC., SANDRA D. GUNTHORPE fWa SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. AFFIDAVIT OF DEFAULT STATE OF NEW JERSEY ss: UNION COUNTY Gabrielle Sudo, being duly sworn in accordance with law hereby deposes and says: (a) I am an employee of Wells Fargo Bank, N.A. plaintiff in the above- captioned action and am authorized to make this affidavit on its behalf. (b) Defendants are in default of their obligations under the Loan Documents for, among other things, their failure to pay Plaintiff the sums due and owing under the Loan Documents when and as due. (c) The loans made under the Loan Documents have matured, a default has been declared, demand for payment has been made and Defendants have been notified of the amount due under the Loan Documents. F 4GZ do Bank,N.A Sworn to and subscribed before me this 7TH day of AMC u.)% , 2014. Notary P lic _yd see sre�,4 Kaft E Wilcox i Notary Public NowJd" My Commission Ezplis 10-25.16 -2 - IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WELLS FARGO BANK,N.A. r No. l c =a �. Plaintiff, V. rn m STELO ENTERPRISES, INC., SANDRA r r D. GUNTHORPE fWa SANDRA D. C-) CD ORR, DANIEL I. KLIEMAN, and SUSAN x,c ry F M. KLIEMAN, Defendants. NOTICE UNDER Pa. R. Civ. P. 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS To: Stelo Enterprises, Inc. 974 Pine Road Carlisle, PA 17015 Sandra D. Gunthorpe f/k/a Sandra D. Orr 974 Pine Road Carlisle, PA 17013 Daniel I. Klieman 3035 N. Huntington Drive Arlington Heights, IL 60004 Susan M. Klieman 3035 N. Huntington Drive Arlington Heights, IL 60004 A judgment in the amount of $197,431 .17 plus such other reasonable costs, including attorney's fees, as authorized in the Loan Documents has been entered against you and in favor of the plaintiff 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 or Marshal 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. IN ADDITION, A DEBTOR W, 1110 HAS BEEN INCORRECTLY IDENTIFIED AND HAD A CONFESSION OF JUDGMENT ENTERED AGAINST HIM OR HER MAY PETITION THE COURT FOR COSTS AND REASONABLE ATTORNEYS' FEES AS DETERMINED BY THE COURT. 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: Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717)240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717)240-6200 Dated: 1 Kenneth M. Portner,Esquire (Attorney ID 62194) Weber Gallagher Simpson Stapleton Fires&Newby, LLP 2000 Market Street, 13th Floor Philadelphia, PA 19103 (215)972-7900 (215)564-7699 (fax) kportner@wglaw.com Attorneys for Plaintiff, Wells Fargo Bank N.A. -2- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA WELLS FARGO BANK,N.A. No. H, lr`�l Plaintiff, V. STELO ENTERPRISES, INC., SANDRA, e D. GUNTHORPE Ma SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, a... Defendants.. r ENTRY OF APPEARANCE :Z7-CD C:11 TO THE PROTHONOTARY: s Please enter our appearance on behalf of Stelo Enterprises, Inc., Sandra D. Gunthorpe, fWa Sandra D. Orr, Daniel I. Klieman, and Susan M ieman, Defendants in this case. Kenneth M. Portner, Esquire (Attorney ID 62194) Weber Gallagher Simpson �tapTeton Fires &Newby, LLP M Market Street, 13th Floor Philadelphia, PA 19103 (215)972-7900 (215)564-7699 (fax) kportnerkwalaw.com Attorneys for Plaintiff, Wells Fargo Bank, N.A. Dated: `q IN THE COURT,0Fr COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WELLS FARGO BANK,N.A. yl No. Plaintiff, V. STELO ENTERPRISES, INC. ., SANDRA D. GUNTHORPE f/k/a SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, Defendants. ENTRY OF JUDGMENT AND NOW, this / da of Y , 2014, pursuant to the attached Confession of Judgment,judgment is hereby entered in favor of Plaintiff and against Defendants, in the amount of$197,630.17as authorized in the Loan Documents (true and correct copies of which are attached to the Complaint in Confession of Jud ent in this matter). ,alzc Prothonotary a rr1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WELLS FARGO BANK, N.A. No. Plaintiff, V. STELO ENTERPRISES, INC., SANDRA : D. GUNTHORPE fWa SANDRA D. ORR, DANIEL I. KLIEMAN, and SUSAN M. KLIEMAN, F Defendants. NOTICE 9 r� ) Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that a Judgment has been entered against you in the above proceeding as i 'cated elow. 1 PROT O Judgment by Default X Money Judgment in the amount of$197,630.17 0 Judgment in Replevin Judgment for Possession Judgment on Award of Arbitration Judgment on Verdict Judgment on Court Findings IF YOU HAVE ANY QUESTIONS CONCERNING THIS NOTICE, PLEASE CALL: ATTORNEY Kenneth M. Portner, Esquire at this telephone number: (215) 972-7900. a �, 1 Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor SHERIFF'S OFFICE OF CUMBERLAND COUNTY OAC E OF THE ElfERIFF TilitiVAATAR 2311ISEP - PM 3: 27 CUMBERLAND COUNTY PENNSYLVANIA Wells Fargo Bank, N.A. vs. Stelo Enterprises (et al.) Case Number 2014-4896 SHERIFF'S RETURN OF SERVICE 08/26/2014 07:25 PM - Deputy Jason Kinsler, being duly sworn according to law, served the requested Notice Pursuant to 42 PA C.S.A. 2737.1 & Notice Under Rule 295.1 Judgment and Execution Thereon by handing a true copy to a person representing themselves to be Sandra Gunthorpe, Owner, who accepted as "Adult Person in Charge" for Stelo Enterprises at 974 Pine Road, Dickinson Township, Carlisle, PA 17015. iJ ON KINSLER, DEPUTY A4/21._ -19 08/26/2014 07:25 PM - Deputy Jason Kinsler, being duly sworn according to law, served the requested Notice Pursuant to 42 PA C.S.A. 2737.1 & Notice Under Rule 295.1 Judgment and Execution Thereon by "personally" handing a true copy to a person representing themselves to be the Defendant, to wit: Sandra Gunthorpe a/k/a Sandra D. Orr at 974 Pine Road, Dickinson Township, Carlisle, PA 17015. J SON K1NSLER, DEPUTY SHERIFF COST: $50.78 SO ANSWERS, August 28, 2014 RON R ANDERSON, SHERIFF (c) CounlySuilo Shesiff, Tolcosoft, Inc. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA WELLS FARGO BANK, N.A. No. 14-4896 Plaintiff, V. STEW ENTERPRISES, INC., SANDRA : D. GUNTHORPE f/k/a SANDRA D. • ORR, DANIEL I. KLIEMAN, and SUSAN . M. KLIEMAN, Defendants. ORIGINAL PRAECIPE TO VACATE JUDGMENT TO THE PROTHONOTARY: Kindly vacate the judgment entered against Sandra D. Gunthorpe f/k/a Sandra D. Orr. without prejudice to Wells Fargo's right to enter judgment by confession under the same or subsequent warrant. By: Kenne M. Portner, Esquire Attorneys for Plaintiff, Wells Fargo Bank, N.A. Weber. lagher Simpson Stapleton Fires & Newby LLP