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HomeMy WebLinkAbout14-6200 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP n " Three Logan Square w '{ Suite 3100 1717 Arch Streetry Philadelphia, PA 19103 (215) 851-8100 ; > (215) 851-1420 (telecopy) r , Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, ; Plaintiff, : oil V. Civil Action No. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendant. ENTRY OF APPEARANCE PRAECIPE FOR ASSESSMENT OF DAMAGES AND CONFESSION OF JUDGMENT TO THE PROTHONOTARY: Kindly enter our appearance for and on behalf of the Defendant above named. Pursuant to the authority contained in the Warrants of Attorney separately set forth in the Note (as defined in the Complaint), a true and correct copy of which is attached as an Exhibit to the Complaint filed in this action, we hereby appear for the Defendant in this matter Christine M. Cressler, and confess judgment as authorized, in favor of the Plaintiff and against the Defendant, as follows: a l DAMAGES TO BE ASSESSED UNDER THE GUARANTY AS FOLLOWS: Unpaid amount outstanding under the Guaranty as of September 18, 2014 $1,514,155.71 Unpaid interest under the Guaranty as of September 18, 2014 $210,444.69 TOTAL AMOUNT DUE UNDER THE GUARANTY AS OF SEPTEMBER 18, 2014 (SUBJECT TO ADDITIONAL INTEREST AND COSTS ACCRUING THEREAFTER AND ATTORNEYS'FEES) $1,736,476.54. Respectfully submitted, Dated: October TO, 2014V/6 By: �—Alvq" Jennifer P. Knox (P 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (facsimile) Counsel for SummitBridge National Investments III LLC -2- Jennifer P. Knox (PA 206298) REED SMITH LLP `4 O'T ' ( : 4 Three Logan Square C ; Suite 3100 , F_:itk� F 6.Ttf`ti4�t4 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, COURT OF COMMON PLEAS Plaintiff, CUMBERLAND COUNTY V. Civil Action No. N, 0a� fy� CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway ; Shippensburg, PA 17257, Defendant. COMPLAINT IN CONFESSION OF JUDGMENT Plaintiff, Summitbridge National Investments III LLC by and through its attorneys, Reed Smith LLP, files this Complaint in Confession of Judgment pursuant to Pennsylvania Rules of Civil Procedure 2950-2956 and, in support hereof, states as follows: THE PARTIES 1. Plaintiff, SummitBridge National Investments III LLC ("Plaintiff' or "SummitBridge") is a limited liability company with an address at 1700 Lincoln Street, Suite 2150, Denver, Colorado 80203. 2. Defendant Christine M. Cressler("C. Cressler") is a natural person with a last known address of 9400 Molly Pitcher•Highway, Shippensburg, Pennsylvania 17257. THE LOAN 3. On or about May 8, 2009, Farmers and Merchants Trust Co. of Chambersburg ("F&M Trust"), as lender, and Samuel F. Cressler("S. Cressler") and Michael L. Proffitt ("Proffitt" and together with S. Cressler, "Borrowers"), as borrowers, entered into a certain Business Loan Agreement (as amended from time to time through the date hereof, the "Loan Agreement"), pursuant to which F&M Trust agreed to lend the Borrowers a principal sum not to exceed $1,710,000.00 at any given time (the "Loan"). 4. The Loan Agreement is in writing and true and correct copy of the Loan Agreement is attached hereto and incorporated herein by reference as Exhibit "A". 5. In connection with the Loan, the Borrowers executed and delivered to F&M Trust a certain Promissory Note dated May 8, 2009 in the original principal amount of$1,710,000.00 (the"Original Note"). 6. The Original Note was amended by that certain Allonge, effective as of June 27, 2014 executed by F&M Trust (the "Allonae", and together with the Original Note, the "Note"). 7. The Note is in writing and a true and correct copy of the Note is attached hereto and incorporated herein by reference as Exhibit "B". 8. In connection with the Loan, on or about May 8, 2009, C. Cressler entered into and delivered to F&M Trust a certain Commercial Guaranty (the "Guaranty"). 9. The Guaranty is in writing and a true and correct copy of the Guaranty is attached hereto as Exhibit"C". 10. The Loan Agreement,Note and Guaranty, together with all documents executed in connection therewith or in connection with the Loan, as the same may have been amended, restated or otherwise modified from time to time, are hereinafter collectively referred to as the "Loan Documents". - 2 - 11. On or about June 26, 2014, F&M Trust assigned to SummitBridge all of its right title and interest in and to, inter alia, the Loan and the Loan Documents (the "Loan Assignment"). 12. In connection with the Loan Assignment, F&M Trust executed and delivered to SummitBridge, among other things, the Allonge. THE DEFAULT 13. The Loan matured pursuant to the terms of the Note on November 15, 2010 (the "Maturity Date"). 14. Defaults or events of default have occurred and are continuing under the Note and other Loan Documents, or certain of them, as a result of the Borrowers' failure to pay to SummitBridge all obligations due and owing under the Note on or before the Maturity Date (the "Maturity Default"). 15. By letter dated September 18, 2014, SummitBridge notified the Defendant, among others, of the Maturity Default (the "Default Letter"). A true and correct copy of the Default Letter is attached hereto and incorporated herein by reference as Exhibit "D". 16. Pursuant to the Guaranty, at any time after the amounts due under the Guaranty became due, or at any time thereafter, SummitBridge may appear for and confess judgment against the Defendant for the amounts due and owing under the Guaranty. 17. Under the Guaranty, SummitBridge is entitled to recover from the Defendant the costs of any suit and an attorneys' commission of 10% of the outstanding principal and accrued interest. - 3 - 18. As of September 18, 2014, the amounts due and owing by the Defendant to SummitBridge under the Guaranty are as follows: Unpaid amount outstanding under the Guaranty as of September 18, 2014 $1,514,155.71 Unpaid interest under the Guaranty $210,444.69 as of September 18, 2014 TOTAL AMOUNT DUE UNDER THE GUARANTY AS OFSEPTEMBER 18, 2014 (SUBJECT TO ADDITIONAL INTEREST AND COSTS ACCRUING THEREAFTER AND ATTORNEYS' FEES) $1,736,476.54 19. Except as described herein, the Guaranty and other Loan Documents have not been assigned. 20. No judgment has been entered on the Guaranty in any jurisdiction. 21. The confession of judgment provisions appearing in the Guaranty is less than twenty (20) years old. 22. Judgment in favor of SummitBridge and against the Defendant is not being entered against a natural person in a consumer credit transaction. 23. Judgment in favor of SummitBridge and against the Defendant as demanded is authorized by the confession of judgment provisions contained in the Guaranty. WHEREFORE, SummitBridge National Investments III LLC, as authorized by the Warrant of Attorney contained in the Guaranty, hereby demands that judgment by confession be entered in its favor and against the Defendant in the amount of$1,736,476.54 plus interest - 4 - accruing after September 18, 2014,plus costs and attorneys' fees and requests such other and further relief as the Court may deem proper. Respectfully submitted, Dated: October, 2014 By:QA Jenni4Pox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (facsimile) Counsel for SummitBridge National Investments III LLC - 5 - EXHIBIT A US#NESS LOAN AGREEMEN Principal Lean mite Maturity Loan No Can)coli Accotatit Officer Initials 1,71.t3<C1t70,t?� 05-08-2009 1.1-15-2010' _ 1rii.rasyz _ W Refortmcne In the boxes above offs for London's use only and do not I'itnif the,appiicabiMy of this document to any particular loan or item. Any ilam above containing""«`ties been omitted due if)text fr nglh firnit,rtl,, Borrower: Michael L.Ptoffitt .Lender: formats and Merchants Trust Co,of Chambefsburg �.. Satntaol F.Cra"Ifir Commercial Services Department 129 Mountainside Road 20 South Main$treat Harpers Ferry,WV 25425.5542 P.O.Box 6010 Chambershurg,PA 17201-6010 (717)264.6116 THIS BUSINESS LOAN AGREEMENT dated May B,2008,is made and executed between Michael L.Proffitt and Samuel F>Cresstor t'Borrower') arid Farmers and Merchants'Trust Co, of Chamborsbwo ("Lender")on the fallowing terms and conditions, Borrowar has received print commercial loans train Lender or has applied to Lendor for a commercial loan or loans or other financial at cotrrmodai ons,including those which fray be described on any exhibit of setiedule attathed to this Agroorram. Borrower understands and agrees that: iA) in granting,ranowing.or extending any Loan,Lander is retying upon Borrower's representations,warranties,and agreements as set forth in chis Agreement; IBl the granting,renewing,or extending of any Loan by Lender at all Votes shall be subject to Lender's sole judgment and discretion;and (C) an such Loans shall he and remain subject to the taints arid conditions of this Agroontent.. TERM, This Agreornam sfial be effective as of May 8, 2009,and shoe continue in fun io(eo and effect until e.rch time as all 61 Borrower's I_nans in favor of Lender have berm paid in full,including principal, intorost,costs, nxpensoc,attorneys:'leas,and other fees and charges,of until such tinle as the parto"'s may ap,c^e in writing to tCemio.1ti this Agmemont. ADVANCE AUTHORITY. The following p'o(son of persons aro outhorlmd, excopt of; provided in this par'agtaph, to re(juesi advances and authorize onyments under the fine of credit until Lender receives ftonl'Borrowar,at Lender's afidress sboven above,written notice of revocation of sumh authority: Michael L..Proffitt,Individually;and Samuel F.Crossley,individual;, Upon receipt of invoices, CONDITIONS PRECEDENT TO EACH ADVANCE,. Lender's obGf)alion to make the inulol Advara:0 and encu subsequent Advance under this Agreement shall be subjrclto the hflfitirnent to L.nmdet's satisfaction of all of the conditmon sv9 forth in this Agrtramerlr and irz the Rriatwil Documents. Loan Documents, Borravmt shalt provide to tender the loflowing dofwmoom for the Leon: ill the tanto; t2; Soc,uity Apriivmanta granting to Lender soewity, iniofosts in the Collatera'L 13) hnnncincf s:alemeni", an:i'.ait rile,, ooca,mems perfle<Am l..rnder's Securhy dnterosts, let) evidence of insurance its mquired below; 15) Asslynnrenis til lila insurance.', a6} guanmons': l'7i tugrtfr!ar with all such AtIalod Documents as'Lendef may require for the Loan.;as in term and substance sotistacuuy'to Lander and Lenders counsel Payment of Fees and Expanses. Borrowe!shall have paid to Lender all fees,rharlles,And other axpentras which are than duo and payahle os specified in this Agreement of any berated Document. Rcprosentations and Warranties. The ropfnae,cfiinns And warranties Ani forth in linin Agfoornew, in IN,R64atod Lforumenrs,and in any docuniant or cerl;ficatC delivered to Lender undat this Agranrnent arc true find correct, No Event of Default. There shall not existatthe time of any Advance a condition which would constitute an Event of Default under this Agreameru or under any Related Document, REPRESENTATIONS AND WARRANTIES. Borrowcv topirSents and warrants to Leudet,as of the Onto of this Agreement,ns of trio,Elate o1 each disbursement of loan proceeds,as of the date of amy renewal,extension or n1odificotion of any Loan,and at all times airy indebtedness exists: Business Aotivfttos, 'Kchaoi L,Peoffift maintains an oftfca of 128 Mountainside ffoad,Hlirpors Ferry,V& 2.5425-6542, Urkless Micheef t.,. Pruffht has designated otharivi n it)writing, tire principal office is file office or which Michael L, Proffitt kneps its. !'souks Ant!records Including Its records concerning the Collateral, Michnai L. Proffitt will notify Lender prior to any change in the location of Michael L. Pmifill's principal office address or any change in Michael L.Proffitt's name. Michael L,Praffitt shall do all things necessary to comply with an mquimioms,r'u!es>ordinornces,statutes,orders and docroon of any governrntantal or authority or court applicable: to Michael L.Proffitt find Michael L.Proffitt`s business activities. Samuel F', Gresalof maintains art office at 9400.Molly Pitchar Highway, SEtipponsbufg, PA 17257. Unless Sastuel F_ Cresaler has dLSlgnAurd otharwists in.writinttf, the prinrtipal Office is the Office M which Samuel F, CYL&sler koeps ifs books and records including its I'ecorde Concerrning Aho Colliatoral, Samuol F,CrosWor will vipdty.Lorsica pilar to only elsingo in thn Cuca*,ion of Sarnucf F.ctessler'e principal office address or any rflanga in Samuel P.Cressle s name. Samuel F.Crassier shalt do fill things n�cassary to comply with Off raguiations, rules, ordY'nafcos, statutes, orders and decrees of any govefmnontaf or quasi•,governrnQn(eI aashtority or court applicable to Samuel F, Cressicr and Sarnuei F,Crosier's business aciivilles, Assumed Business Names. B,arfowet has filed or rocordod all documents or li in7s roquirod by law relating to all assunrad buNinoss nuance used by Bkofrower. Excluding thrt n:ams of Rorfowrer,the foitowing is A compfete list of of assi4tnod business namct:undo;,which 00rruvrct docs business; None. Authorotatfon. Bor(ower-s axetaatfon,deavory,rand psartnrn,Arrca tit ibis Agreement and all lheftnlsted tlacurnontC do not conflict with, resu4.in a violflfitin of,of constitute a dtifault vndat 11) arsy provision eat any agroaaneni or other fr,striamorlt hindirq upon eart iwor or Q) any law,governmental regulation,court decree,or order applicable to Borrower or to Borrower's properties, Financial inforrnatibn. Each of Borrower's financial ornaments supplied to Lender truly artd compluidy diwclostfd flo rower's itnanaiad condiliren las tit the date of the slfne^.'rml,and there has been no maeenal advetr«a chonf.)e in Bortowei s financiai condition subseque,ll to the data of the most teGent financial Statement supplied to Lender, Borrower has no material contingent obligations except are disclosed in such financial statements. Legal Effect, this Aprcarneflt oonst.itutes, and any instrument o, agreement Borrow,-, is required to tr.vc undar this Ag,eernenr wean delivered will constitute legal;valid, and binding obligations of BarTewvf enforc0ablo against 6onower in accordanre w`hh their rnsperu f, terms, Properties, Except as contemplated by this Agrn'irmem rt as proviotisty d'iscicsod in Borrower's financial statr..menis or in w'!w";to lendof and As accepted by Londw,fund except ref property tax liens tot lEa'xes not presently dery and pay,lble,Boww"w owns ansl has good titfo to all of Rorrewer'p pioporiies tree and Glair of all Sucutiry Intersul=i.and?'las not exticlutval any qo:Unity dooulnorltr of filrtaltin2f statonlenty relating to such propertfa5, All Of Borr'ower's properties ars,titled in Bortower'y-legat name,and Blof-ower has not Used or filet;a Imcincinf) etfitement kinder any talhof name to,,,At least the last five t51 yeafa, Hazardous Substances. L%cept As disclosed to and atknowiedyed by Lender in writing,Soirewer oapresenis find warranty that: Iit Dtrririg the Perfod of iao"owef's ownership of thte f.epmenal,ilei a has hewn no w,10, ruenufactuye.stritage,hcmincrit,dispe,al,rMease or ul'oal'enod telooso rat any fiaxardous Stibstanco by.any powit'.rim, under, about of acorn any of the Collateral.. (,21 Gofrower has ova knowledge of,or reason to believe that there has been NO any breach or viriation of any Environmorittil Laws; lot any use,ganerathzrr, manidacture, storage, ventmant, disposal, tetease Or thraatencd release of any f-tnzbtdous Suk)aianve on, uMisy about or irom bila Collateral by any prior owners of Occupants of any of the collaturai.of itf ably actual or ihreaiened liffttalierl or clams<71 any kind by any person relating to such matters. 13) Nolthsr Pormwer not tiny tenant,.contractor', agent or other authorirrd user of any of the Collateral shalt use. generate, manufacture. store, treat, dispose of or release any Hazardous Substance on. under, about or from any A the Collateral; and any wall activity'shall be conducted in Compliance wilt) al applicable fi;deral, frtaw, arid local laws, ret,)talatidns, And erdinantas,includino without lirnilAlk.in all Envftonelonial Laws. torrowar authorizos L.ondar and its agents In enter upon the Collateral to snake such Inspections and tests as lander may doom Appropriate to deternrint, compliance of the Collateral with this section of the Agreomont. Any inspections fit tests made by Lender%hall be as Garracoer's exponao and for Lrndor's purposes only and shall not be construed to create any rasponsibilny or liability on the part of Lender to Borrower or to any other person. The representations arid warranties contained Herein-tare based on Burrowet's due diligence in investigating,the Colateral for hazardous waste and Hazardous Substances. Efotrpwer hereby III to,eases and walvee fatly futarO claims against Lender for indemnity or contribution in the event Bprrewfir becomas liable,tot ocanup of other coats;lander tiny such laws,and 0 agroe&to indamnily,dolend,and hold harmless Lender against any and all claims,losses,liabilities,domrigas, penalties, end expenses which fender may d'€nerdy or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequenco of any use,generation, manufactuto, stotago,die-posat, release or threatened release of a hazardous waste or substance on lbe CoThnotal. 1'hc provision:of this soction of the Agrarment, - Including fare obligation to indemnify and defend, shalt survive the payment of the Indebtedness arrd 11116 Mrmirrltniof, expiration or Safisfaatieo of this A',gruamont, and shah riot be aNhctod by L.endet'ts acquitrition of any intCresf in.any of thin Collatefal. whoulue by foreclosure fir olherwi'se, Litigation and Claims. No toigodore, claftb. Inyesiigatiot9, adrnlrrigtratiwC'proceeding or sifmilaf action{including those for unpaid'taxon:) BUSINESS LOAN AGREEMENT (Continued) Paye 2 against Borrower is pending or threatened, and no other event has occurred which may reatarially adverso(y altocl Borrower's financiat v' condition or p(operties, other than fit€nation,claims, or other oven(,,, if any,that have been disclosedi to and nckm,winfignd by Lender in writing. Taxes, To the best of Borrower's knowledge,all of Rarrowar's tax retunms and reports that are or were requlreif lei be filed,Stave been filed,and all taxes,assessments and other governmental rhargos have bean paid in lull,except those presently being or to Ica contested by Borrower in good faith in the ordinary course of businass and for which adequate reservas have bead provided. Lion Priority, Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, lir permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securint)repayment of Borrower's Coen and Note,that would be prior or that may in any way be superior to Lender's Security interests and lights in and to such Calfatorid, Binding Effect. This Agreoment, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers Hurreof,As well as upon their successors, rnpresontativas and assigns, and ire legally enforceable,in accordance with their respective (arms, AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that,so tong as this Agreement remains(n affect,Borrower will, Nw;ces of Claims and Litigation. Promptly inform Lender in writing of (1) Ott material adverse Changes in Borrower's financial condition, and (2) all existing and all threatened litigation,claims,investigations,administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower of the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP,applied on a consistent basis,and permit Leader to examine and audit Borrower's books and records at ail reasonable times. Financial Statements: Furnish Lender with the following: Annual Statements. As soon as available,but in no event later than one-hundred-twenty 1120)days after the end of each fiscal year, Borrower's balance short and inromn statement for the year ended,prepared by Borrower. Tax Returns. As soon as available,but in no event later than thirty(30)days after the applicable filing date for the tax reporting poribd ended,Federal and other governmental tax returns,prepared by a tax professional satisfactory to Lender. All financial reports required to be provided under this Agreement shaft be prepared In aCeerlortde with GAAP, applibc!on a bonsistant basis,and cartifik"A by gorrowar as being true.and correct. Additional Information. Furnish such additional information and statements,as Lender may request from time to time. Additional Requirements. Borrower to maintain a deposit relationship with Lander. Insurance. Maintain fire and other risk insurance,public liability insurance,and such of"insurance as Lender may require with respect to Borrower's pfoperfies and operat€ons,in form,amounts,coverages and with insurance companies acceptable to Lender, Borrower, upon request of Lender,will deliver t6 Lender from time to little the policies or certificates of insurance in form satisfactory to Londe(,including stipulations that coverages will not be cancelled or diminished without at react ten 110)days prior written notice to Lender. Each insurance policy also shall Lrcluds an urtilorsen,ant providing Sha(coverage ht(star of Lender will not be irvtpoired in any way by any act.omission or default of Borrower or any other person. In ronncction with all po€icier covering assets in which Lender holds or is offered a security interest for the Loans,Borrower will provide Lender with such tender's loss payable or other endorsements as tender may require.. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showmg such information As Lender may reasonably request,including without linutation the lollowinn: II I the name of thu insurer; (21 the risks insured: (3) the amount of the policy; (Ai 1ho properties insured( (b) fhe than current property values on the basis of whir,b insurtmco has been obtained, and the manner c1 determining those values;and (6) the ex.peation date of the policy, in addition,upon request of Lender(however not more often than annually),Borrower wilt have an independent nppraisrer satisfactory to Lender daterrnire. as apphcabte, the actual cash value or roplacament cost of any Collateral, The cost of such appraisal shall be pard by Borrower. Guaranties. Prior to disbursement of any Loan proceeds. furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor named below,on Lender's forms,And in the remount and under the conditions set forth in those guaranties. Name of Guarantor Amount Christine M,Ctesslor $1,710,000.00 Other Agreements. Comply with all fortis and conditions of all other agreements,whether now or hereafter existing,between Borrower and any other party and notify Lendor immediately In writing of any default in connection with any other such agreements, Loan proceeds. Use all Leon proceeds solely for Borrower's business operations,unless specifically consented to the contrary by Lender in writing, Taxes,Charges and Ltons. Pay and discharge when due all of its indebtedness and obligations,including without limitation all assessments, taxes,governmental charges,levies and liens,of livery kind and nature,imposed upon Borrower or its properties,income,,or profits,prior to the dale on which penalties would attach,and ail lawful claims that,if unpaid,might become a lion or charge Upon any of Borrower's properties,htcomo,or profits. Provided however,Borrower will no(be required to pay and discharge any such assessment,tax,charge, levy,lion or claim so long as ft} the legality of the same shall be contested in good faith by appropriate proceedings,and (2) Borrower shall have established on Befrowar's books adequate reserves with respect to such tormomad assessment,tax,charge,I",lien;or claim in accordance with GAAP. Performance. Perform and comply,in A dmoly manner,with all(arms,conditions,and provisions set forth In this Agreement,in the Related Documents, and In all other Instruments and agreements between Borrower and Lender, Borrower shall notify Lander immediately in writing of any default in connection with any agreement, Operations. Maintain excrutive and management personnel with substantially the Raton qualifications and experience as the present executive and managementpersonnel;provide written notice to Lender of any change in executive and management personnel;conduct its business affairs In a reasonable and prudent manner, Environmental Studios. Promptly conduct and complete,At Borrower's axponso,all such investigations,studies,samplings and lostings as may be requested by Lender or any governmental authority relative to any substance,or any waste or byproduct of any substance defined As toxic or a hazardous substance under applicable federal, state,or local law, ode, regulation, order or directive, at or affecting any property or any facility owned,leased or used by Borroswor. Compliance with Govammental Requirements. Comply with Ali laws, ord€nances, and regufAlions, now or hereafter in effect, of all governmental Authorities applicably to Via conduct of Borrower's proolirtics,businesses ami operations,and to the use or occupancy of tho Collateral,including without limitation,the Americans With Oisab€litres Act. Stlrrower may contest in good faith any such law.ordinance, or regulAt(on and withhold compliance during any proceeding, including appropriate appeals, sc long as Borrower hes notified Lender in writing prior to doing to and so long as, in tender's sale opinion, Lender's interests in the Collateral are not jeopardized, L antler may require Borrowor to post adequate serurity or A surety bond,reasonably satisfactory to Laoder,to protecl Lender'-,;mtert,st. Inspection. Permit employees or agents of Lander at any reasonable Limo to Inspect nny and ata C•ollntcral for the loan or Loans and Borrower's other properties and to oxonaina lir audit Borrower's books, accounts, and recoros and to make copies and memoranda of Borrower's books, accounts,and records. ti Borrower now or at any time hereafter maintains tiny(*cards (Including without limitation computer generated records and computer software programs for the generation of such records) In the. possession Of a third party, Borrower, upon request of Lender, shall notify such party to permit'Lender free access to such records at all reasonable times and to provide Lander with capias of any records it shay request,all at Borrower's expense. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laves;not cause or permit to exist. as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party,an property owned andibr occupied by Borrower,any environmartal activity where damage may result to the environment,unless such anvironmental activity is pursuant to and in compliance with the conditlorni at it Permit isswed by the appropriate federal, state of local governmental authorities;shall'furnish to Lander promptly and in any evont within thirty 1301 trays after feco€pt thereof a copy of any notice,summons, lien. citation, directive, loiter or other communication from any govornmentai agency or instrumentality concerning any Intentional or unintentional action or omission on Borrower's part in connection with any environmental Activity whether or not there is damage to the - environment ondjar other natural resources, Additional Assurances. Make, execute and deliver to tender such promissory notes, mortgages, deeds of trust. security agreements, assignments, financing statements, instruments,docurnents and other agreements as Lender or its attorneys may reasonably request to evidence and Secure,the Loans and to porfoct all Security intorasts, BUSINESS LOAN AGREEMENT RECOVERY OF ADDITIONAL.COSTS, if the Imposition of or any change In any law, rule, regulation or guideline, or tire interprateitifi or application of any thereof by any court or adminfst(t ive ar governmental authority(including any request or policy not having the force of low) shall impose, modify or make apptica"uio any taxes (exceptfederal, state or local income at franchise tuxes imposed oil Lender), reserve requiramoms,capitol adequiac%Y fegaaip mento of other obligations which woulit (A] in;reni ce the,trfist to Lender for extending or maintaining tate cre<14 faeituies to which this Agraarnant relates, IN reduce,the un.oun'ts payable to f.cndpr under thin Aryntemen!fir Uw Rulaterl f)ocufnents, or fc) redi,mrl file rale at riiuifn On(urloh)('s e&pna)as a tan eulcence OI Lend*"f' Obliftalor's wilts respect to than(:radii faealities to vrfdch thus A,room, a lens, flier,1"(-(a+e ff enroe;,to pfiy Len:lw such arldihonal aneraunl%asyu,t,cnmper.•cafe Lc; BUSINESS LOAN AGREEMENT (Continued) Page 4 somoono also to help enforce this Agreement,and Borrower shall pay the costs and expenses of such ontorcement. Costs and expenses include Lender's reasonable attorneys"fees and legal expenses whether or not there is a lawsuit.Including reasonable attorneys'foes and legal expenses for bankruptcy proceedings iincluding efforts to modify or vacate any automatic stay or injunction), appents, and any anticipated postjudgment collection safvices, Borrower also shall pay all court costs and such additional fees as fray he directed by the COWL Caption Headings, Caption headings in this Agreement are for ronventance purposos only and are riot to be used to interpret or define the provisions at this Agreement. Consont to Loan Participation. Borrower agrees and.consents to Lender's sale or transfer, whether now or later, of one of more participation interests in the Loran to one or more purchasers,whether rotated or unrelated to Lendor. Lender may provide, without any (imitation whatsoever,to any one or more purchasers,or potential.purchasers,any information or knowledge Lender may hate about Borrower or about any other matter relating to the loan,and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests,as well as all notices of any repurchase Of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Sorrowor further waives all righls of offset or cqunla+Llairn that it may have now or later against Lander or against any purchaser of such a panicipation Intere-st and unconditionally agrees that either Lender or such purchaser may onfomo Barrowoa's obligation undrtr thn Loan irrespective of rha failure or insolvency of any holder cit any interest in the Leon, Borrower further agrees that the purchaser of any such participation interests may enforce its interests iu"poctivo of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the Commonwealth of Pennsylvania without tognrd to Its conflicts of law provisions. This Agfeernont has been accepted by Londar in the Commonwealth of Pennsylvania. Choice of Venue, H there is a lawsuit,Borrower agroos upon Look+r's request to submit to the{urtstlichort of the courts of Franklin County, Commonwealth of Pennsylvania. Joint and Several Liability. All obligations of potrowor under this Agreement shall be joint and Several,antl all references to Borrower shall mean each and every Borrower. This means that each Burrower signing below is responsible for all obligations in this Agreement. No Waiver by Lander, Lender shall not be deemed to have waived any rights under this Agreoniont unless such waiver is given in writing And signed by Lender. No delay or omission on the part bf Lendat in exercising any right.shall*potato as a waiver of such right or any other tight. A waiver by Lender of a provision of this Agreement shelf not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender. nor any course of dealing between Lender and Borrower,or between.Londer and any Grantor,shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions, Whenever the consent of Lender is required under this Agreement, the granting of such consent by Londer in any instance shall net constitute continuing consent to subsequent inatances whore such consent is required and in all arias such consent may be granted(ir withhold in the sole discretion of Linder. Notices. Unless otherwise provided by applicable law,any notice required to be given under this Agroomont shall be given in writing.and shell be effective whon actually delivaeod,when actually received by wlalacsimile funlass otherwise required by low),when deposited with o nationally rocegnized overnight courier,or,if mailed,when depostaed In the United States mail,as first class,certiflad or registered mail postage prepaid,directed to the addresses shown near the beginning of this Agreomem. Any party may change its address dor notices under this Agreement by giving formal written notice to the other parties,specifying that the purpose of the notice is to change the party's addrris. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided by applicable low,if there is more than one Borrower,any notice given by Lender to any Btrrrowor is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be Illegal, invalid, or unenforceable as to any person or circumstance,that finding shall not make the offending provision illegal, invalid,or unanforceablo as to tiny other pars*n or cl(currstance, 11 faasibte, the offendfnq provision shalt be considered modified so that it becomes legal, valid and enforceable. It the offanrfing pmvision cannot be so modiliod,it shall be considered dolotod from this Agreement. Unless otherwise required by law,the fgegelify,invalidity,or unenforcoobility of any provision of this Agreementii;l not affect the legality,validity or enforceability of any other provision of this Agreement. Suaoossors and Assigns. All covenants and agreements by or an behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shalt inure to the benefit of Landat and its successors and assigns. Borrower shat] not, however, have the right to assign Sorrowar'a rights under this Agreement or any interest iheratn, without the prior written consent of Lender. Survival of Representations and Warranties, Bnnower understondq and agrees that in extending Loan Advances, Lender is relying on ail reprosentations, warranties, and covenants nindo by Harrowerin this Agreement or in any cortifiaata or other instrument delivered by Hormwer to Lendoi under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lander, nit such representations, warranties and covenants wilt survive the extension of Loan Advances and delivery to Lender of in,, Related Documents,shall be continuing in nature,shall be deomod made and iodated by Borrower at the time each Loan Advance Is trade, and shall remain in full later,rind affect until such time as Bnrrowrr's Indebtedness sholi be paid in full, or until this Agreement shrill be terminated in the manner provided above,whichever is the fast to occur. Time is of the Essence. Time is of the esserice in the prfiermm�ee of Phis Agrncmeni. Waive Jury. All parties to Phis Agreement hereby waivo the right to any Jury trial in any action,proceading,or counterclaim brought by any party against tiny other party. DEFINITIONS. The following capitalized wards and terms shall have the following meanings when used in this Agrcament, Unless specifically stated to file contrary,all references to dollar amounts shrill moan amounts in lawful money at trio United States of America. Words and terms used in ate,singular shall include the plural,and the plural shall include are singular,as the context may require. Words and torms not otherwise defined in this,Agreement shall have the meanings atiribufnd to such farms in the Uniform Commercial Crtrfe. .Accounting words and terms not otherwise defined in this Agrnrmem shalt have the meanings assigned to them in accordance with ganttiagy Accepted accounting principles as in effect on the date of this Agreement: Advance. The word"Advance"means a disbursement of Loan funds made,or to be made,to BgrtOWat Or en Bbrtbwer's behalf on a find o(crodit ar multiple advance basis under the terms and conditions of this Agreement, Agreement. The,word"Agreaniont"means this Businoss Loot)Agreement,as this Business Loon Agreement map W emended or modified from time to time,together with all Aithibits and schedulas attached to this Business Loan Agraatnemfrom time to lime. Borrower, The word"Borrower"means Michael L,Proffitt and Samuel F.Crassfer and includes all co-signers and co-makers signing the Note and all their successors Ord assigns. Collateral. The word"Collateral"means all property and assets granted sr,collateral security tot a Loan,whether real or personal property, whether granted directly or indirectly. whether granted flow er in the. future, and whether granted to the form of a security interest, mortgoge,collateral mortgage,deed of trust,assignment,pledge,crop pledge,chattel mortgage,collateral chattel mortgage,chattel trust, factor's lion;equipment trust,conditional sale,trust recalpt,firm,charge.,Fen or tide retention contract,lease or consignment intended as a security device,or any other security or lien interest whatsoever,whether created by law,contract,or otherwise. Environmental Laws. The words "Environmental Laws" mean tiny and all state, federal and local statutes,regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C, Section 9601. at seq. ("CERCLA"I, the Superfund Amendments and Renufhofization Act of 1986,Pub.L.No.99,499 1"'SARA"),trip.Hazardous Materials'rransportation Act,4,9 U.S.C.Suction 1801,at seq., the Resource C*nsarvatidn and Recovory Act, 42 U.S.C. Sac Hon $901, at sol,, or other applicablo stato or federal laws, rules, of regulations adopted pursuant thereto. Event of Oetault. The words"Event of Datauit"mean any of the events of default set torch in this Agreement in the default section of this Agreement, GAAP. The word"GAAP`means generally accepted accounting principles. Grantor. The ward"Grantor" means each and ail of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation ail Borrowers granting such a Security interest. Guarantor. The word"Guarantor"means any guarantor,surety,or accommodation party of any or all of the Loan. BUSINESS LOAN AGREEMEN t (Continued) Page 5 Guaranty. The word'Guaranty"means the guaranty from Guarantor to Lender,including without limitation a guaranty of all or port of the Note. Hazardous Substances. The words"Hazardous Substances" "loan materials that, because of their quantity,concentration or physical, chemical or infectious characteristics, may cause or post, o present or potential hazorif to human health or the anvironment when improperly used, treated, stored, disposed at, generated, manufactured, transported or otherwise handled. Tie words `hlazardous Substances` are used in their very broadest,sense and include without limitation any and all hazardous or toxic substances,materials or waste as defined by or fisted under the Environmerital Laws. The term"Haxardous Substances"else includes,without limitation,petroleum and petroleum by-products or any fraction thereof and asbestos. Inclobtadness. The word'indebtedness"means the indebtedness evidenced by the Note or Related Documents,Including all principal and interest together with all other indebtedness and costs and expenses for which Borrower Is responsible under this Agreement or under any of the Related Documents. Lender. The word'Lender'means Farmers and Merchants Trust Co.of Chambersburg,Its successors and assigns. Loan. The word "Loan" means any and ail loans and financial accommodations from Londor to borrower whether naw at hereafter existing,and however evidenced,including without limitation those loans and financial accommodations described heroin or described on any exhibit or schedule attached to this Agreement from time to lime. Note. The word"Note'means the Nate executed by Michael L.Proffitt and Samuel F.Cresster In the principal amount of$1,710,000.00 doted May 8,2009,together with all renewals of,extensions of,modifications of,refinancings of,consolidations of,and substitutions for tho,note or credit agreement. Related Documents. The words 'Related Documents" moan all promissory notes, credit agreements, loan agreements, environmental agreements,guaranties,security agroemants.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 Loan. Security Agreement. The words ".Security Agreement' mean and include without limitation any agreements, promises, covenants, arrangements,understandings or other agreements,whether created by taw,contract,or otherwise,evidencing,govoming,representing,or creating a Security Interest. Socurity Interest. The words "Security Interest" mean, without limitation, env and all types of collateral socurity,prhsalit and future, whether in the form of it lien. charge, ancumhrnnca, mortgage., deed of trust, security deed, assignment. pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lion at title retention contract, lease or consignment Intended as a security device,or nny other security or lien interest whatsoever whether created by imv, contract,or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED MAY B.2009. 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. $ORR WER: 9 X (seal) X is sol L.Ar tt (Seat) Si+muol F.Craaslar LENDER: FARMERS AND MERCHANTS TRUST CO,OF CHAMBERSBURG Gy: 4 r 1 Pact) Biran E.Woikort.Vice President t"LR ro`ei�N",fAJ,W fit CeH.,I.Ani!r�W G4in",:W,NSr.J30b 1i lg3.rµ"wi..ra.^SiJYl4'.H,C w,%ri^rJ EXHIBIT B PROMISSORY NOTE Loat1.. r,,..., initfais iltipai Loan Date Maturity 61.710,000.00 05-08.2003111-15-2(10 1A1 3512 BEW telerances In ihtt bores eflylvc are I(,l f.en,t,.r s re, ,.ly rued(10"01 u I,n' the r•pri<ah,l.kv or tris rtae(,mrirt to'ny(m culla Ina or tom Any item alxwf8 eonttr!ninfg•."•^ties bean ofailtild elle tC tela to+�3fh Ir:ml(SLexn;S. Borfower: Michrtel L.Proffitt."., ,.,.. Lander: Fanners and Merchants Trutt Co,of Chambersburg Samual F.Classier Coin incioi Survicua Dopnrtrnorlt 12,9 Mountainside Road 20 South Main Street He,pora Torry,WV 25425,5642 P.0.Box 6010 Chambersburg,PA 17201.6010 (717)264.6116 Principai Amount: $1,710,000.00 Date of Note: May 8,2009 Maturity Data: November is,2010 PROMISE TO PAY. Michael L,Proffitt and Samuel F.Cressfor('`Borrower")jointly and severally promise to pay to Partners and Merchants Trust Co.of Chomborsburg Mender'),or order.in lawful money of the Unhad States of America.the principal amount of One Million Snven Hundred Ten 1bousund&001100 Dollars 10:710.000,00)or so much as may be outstanding.together with interest on the unpaid Outstanding principal balanco of each advance. Irltore,t&hail bo calculated train the date of each advance limit rapayntant of each advance, PAYMENT. Borrower will pay this toot'in Ogle payment of all outstanding principal plus alt accrued unpaid intemtt on Novembor 15,2010. In Addition,Borrower will pay regular Monthly payments of all accrued unpaid latorast duo as of each payrtranl date,beginning Juno 15,2009, With all'subsequent interest payments to be due on tho same day of each month after that, Unless olhitrwit l agmod or required by applicable taw,payments will be oppted firstto any unpaid collection costs:than to any Este Changes:than to any accrued unpaid interest,and then to principal. Bonowor will pay Lender at Lender's address shown above of at such other place as Lander may dotignato in writing, VARIABLE INTEREST HATE, Thr,,interest tale on this Nato is subject to chanq(a from lime to time bast(onchanges in an irloppendent inriex which Is Oho U,S,Primo Rata as quoted in the Money Rates Section of the Wall Slruot Journal. When a range of rates are published,the highe[ of the rotes will be used, (the"Index"l, 'the Index is net necessarily the lowest rate Changed by Lender on its loans. If the fndex ticcomes unavailable duringthe germ of this loan,Lwidar+nay designato a substituto indexattar nodfiriog Bonovvor., Lender will tell Borrower the currant Index tato upon Bonower's request. The interest rate change will not occur more often than each time there fa a change in the Intlax. Borrower .ndersionds teal LamiAr may Make kxans based fill ethat fomu as well.. Tho Index Currently is 3,250%par annum. The.interest rate:to be Iteptiod to the un1 aid principa€balanco Of tflir Note wit€be cAkwlatad as d a scribed ill the.'INTEREST CALCULATION METHOD'paragraph ming n rain of 1.000 parCnntagn point.over the Index,adjusted if necessary for tiny minimum and maximum rate limitations described below,resulting In an initial rate of 5.000%',per onnven based on a your of 30 days, NDTKI: Under no circumstances will the intorem rail,as'this Nota tit, less than 5.000%per annum or inure than the maxfmutrl rate allowed by applicaVe law. INTEREST CALCULATION METHOD. interest on this Note is computed on a 3GW360 basis;that is,by applying tele ratio of the interest rate over a year at 360 days, multiplied by the outstanding principal balance, tnutlitelied by lite actual number of days the principal balance i, otustanding. All interest'payable tinder this Note is computed using this method. PREPAYMENT, Borrower aOmas that all loan foot and ethpt prepaid)manes charges err.named fully as of the date of the loan and will net he subject to rotund upon early paymam )whether voluntary or as it result of default), oxcepfos otherwise required by !aw. Except lot thn foregoing.,Borrower they pay without penalty all or a pertfon,of 1M amount awed eailitrr than it is dull. '!:arty payments will not,unLr;ss agr:ad it)by Leordef'in v'beg, n!teve lk.)rn3°4et of 1k>.r_q L•Jaf N fel:l'gat 'a to omkwe ta, make payor—'(6 of aS'Cruefd Eft f.i'(intefe4t. 1'lalher,. olely payrurtais wilt reduce the,principal batance due, Rorn>wee ag.(fe$'riot it)Soo(Ltll('lor f.)ayrraaft" rriarlef f"Elie in ftdt', `withoa a r#lrnur c", or Million language. It Borrrw(.+t Sfands 11u,Ch a payment,Lander may accept.it'wit40W€ns(rifi any(11 Lvndi,s rl<a1hfS ufldr+r IlhrS Note.lied Bo rroYl Q,r will remain obligated to pay any furthar anlnunt owerl to Lendof, All w'r tien('ern=*uimatlons cunE:r:rPunrg f (wind amounts,rruludinq rmy r,herr or other payment instrument that indieaies that the poymenl nfA;iLtVti 5'taawnonf in lu€1'oe the arnounl owed Of that it t n,let (1 with other conditions or tirnliaduns or as full satfs'laction of a di.puled amount must baa maiitid or doliverod hi; Fantlels and Mlumhtgllg Trust Company of Cnraralbatsllurg,P.O.Box 6010 Chambersburg,PA 17201,6010, LATE CHARGE. it a payment ie 16 doys of more late, Borrower wlit be charged 6,000% of the unpaid portion of the mgulaily scheduled payment, INTEREST AFTER DEFAULT. Upon delaufl, including failure to pay upon final maturity, the interest rate,0n thbl,Note shall be Increased tsy adding a 2.000 percentage point margin !"Default Rate Rhargln") The Default Rete Margin shall also apply to each succeeding Interest rail change that would have applied tied there been no default. It judgment is encored in connection with this Nota,interest will continua to accrue Aftier the(late of judgment at the rota in effect tit the 1'1tne,ju(igraeril is(,,mord(, However,in tit)event will the interest rate exceed the maximum interest rate limitations ander applicable lour., DEFAULT. Each of too following shalt conslituto an event of default("Evem of Defoulr")under this Notc; payment Default. Borrower'fails.to make any payrnaflt whop.duo undot this Nota, other DetaalLa. £lorrowar Rob;to comply with or to parlorm any other term,toll gatial,cavonont or condition contained in this Note or if) any of the related documents of lu comply with or to pedomt any term,tltiiiyatlan,covtinam or condition consainnd in any ptlsor agreemom betwann Londe€anti Rorrawer, Default in Favor of Third Parties. Borrower or any GrAmor delauhs under.tiny Spirt,exionulran of credit,security agreement,purcha,s or sales a,roamrnt,orally other agreement,in favor of tiny other creditor or parson that may Inaterially affect any of Borrower's pfoporty or Bor'rower's ability to repay this Nato or porfo'rm Borrower's ohfigalieins under this Noto or any of the Totaled documents. Fat"Statariloats. Any womanly,reprewonfation or statemoot made or lurnishcd to Lender by Borrower or on Borrower'r)bahafr under this Note or the related documorats is 1a1re Of misleading in any material respect,either nowt or at the,lime'inade w furninhed of h€rnmr;s lot" or mgsinvoing at any time,irerealivi.. Beath at Insolvency. 'rhe death of Bonuwer or the 09 termirsalion at fftxrr)var:r's oxistonce as a going businres.the insolvency of Borrower, the appointment of a lacquer for any part of Borrower's proptvty,any assignment for tho benefit of creditors,any'tvpe of creditor workout,or the commmicornont of any proceCdrog under any bankruptcy or insolvency laws by or agoinsl Borrower. Creditor or Forfeiture Proceedings, Commencement of lotacfaeura or'lorfaiture pmaoodingl; whether hy-judicial proceodbltl, &vff�help, repossess'ton or any other incusad,by any creditor of Borrower of by any governmental agency against any callmoral secunng the loan. Thi,inctudeR n gornishrnent.of any of Borrower's accounts,including deposit accounts,with Lander. Flowevef,this F.vont of.Default shall not apply if there is a good lash£gistauie by Bo{rower btu to'the validity ar fQa5oi'tab!analia Of the Clain1 which is Ilia Ilase;of tfief ce"ditar or forfeiture precee(linty and it Bpn(wer gives I endt;:r writ'tim notive of the creditor of forlehore preroedmg rind(100eAitA with lander monl(.s(l a sumty bond We Via crodil(ar of fortcituw procileding,in an amount determined by Lender, in im sole discredorb At,being An hdlcgWiln reserre or bond ler the dispuio. Evonts Affocling Guafartrar. Any of the pro"ailing evams occas with foga t to gi{ Gouararrtor of any of the intlabtarinasa er any Guarantor diet Or btmontac incompetent, or navolas or titspulos this vaf,f,ly of. at liability unfit, ally giraflAnly or th^ indchterinfi seri evidenced by this Now. Adverse Chango.- A (now6al adverse changt" occurs in Rilnower', finAriv.1 t ce)ndifion,or lender believes foe pfospect of payrylarp of pellet tante of this Nota i5 irnpairud. Insocurity. Lender In good faith bbIRN06 itself inaecuro. Lure Provisions. It'any default,ether that)a delauli Urn peyn)ent is Curable and If iforrow Gr has no!buCn given a nabee at a bMac'h of the some provision of this Noln within the peoceding lwelve I I M months, it may Ino curled it nerrowa,, after racaivtng written notice ttoln _ Lender demanding Gore of EUCn dafauil' ill Cures the,otauil within fifteen 051 day3:or t2i it the Cure reQui(t:s('nor,trial)fifteen(1,if days, immediately fniifau)t sops which I,ondar (nems in Lenrfof'e ,Fold diacrelion td be Autiairm to ewao. tfin ((flop and thereafter continue:and completes At!roAconaWe and neCt3B,eiy atepo sufficwnt to prf"Au0c uompiiancr)as taaon a5 iseanonabiv practical: LENDER'S RIOHT5, Upon default, Lendet may,allot giving such rimicus awrvquirV(1 by '+1)Pilsnfalu law, (teCisro th(�f orstr(te unpf)ld Inrinoipai batanco undee this Note and all accrued unpaid imerest imrnadisflaly due.and then narrower will pay that.amount. ATTORNEYS"FEES,EXPENSES. Londar tray hire or oily aorneono also to help colitim thha Note if Borrower dons nut rsay. Borrow"Will pay Laodor that amount': This Includes,subject to any iimh,'under appficatile law,Lender' La '%fowwnabla allarnay,'lads nd Lnndw' b'e7al r:Xpensa,.. whether or not there is a lowsuh, fnaluding reasonable attorneys' fees, osponses far bankrupu,.y proceedings (inch.lding efforts to modify of vocals any automatic slay or injunction!,and appeats, It not prohibited by applicable law,norrowrtr also w€€I pay any court coils,gn addition to PROMISSORY NOTE (Continued) PRge 2 nil Other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Borrower against the other. 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 Nota has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE. if there is a lawsuit,Borrower agrees upon Lender's request to submit to the jurisdiction of the courts M Franklin County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay A fee to Lender of s2o.00 it Rormwor matins a payment on Rnrrower's loan and tha chock or preauihorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a tight of satoll in all Borrower's accounts with Lender(whether checking,savings,or some other account). This includes oil accounts Borrower holds jointly with someone else and nit accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts.or any trust accounts for which setoff would too prohibited by love. 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 Lender's option,to administratively benzo as such accounts to show Lender to protect Lender's charge and setoff rights providsd in this paragraph. PROPERTY INSURANCE. Borrower understands that Borrower Is required to obtain insurance for the collateral securing this Note. Further information concerning this requirement is set forth in the Assignment of Life Insurance,Mortgage and Oced of Trust and in the Agreement to Provide Insurance.all the terms and conditions of which are hereby incorporated and made a part of this Note, LINE OF CREDIT, This Note evidences a straight line of credit. Once the total amount of principal has been advanced,Borrower Is not entitled to further loan advances. Advances under this Nota may be requested orally by Borrower of as provided in this paragraph. Ail oral raquasts shall be cardfrmad in writing on the day of the request. All communications,instructions,or diractions by telephone Or otherwise to Lender are to be directed to Loader's Office shown above. The following person Or persons arc authorized,except as provided in this paragraph,to request advances and authorize payments under the line of credit until Lender receives from Borrower,at Lender's address shown above,written notice of revocation of such authority: Michael L.Proffitt,Individually;and Samuel F.Cressier,Individually, Upon toeelpt of Invoices. Borrower agrees to be liable for ell sums either: (A) advanced in accordance with the instructions of on authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements an this Note or by Lender's internal records,including Roily Computer print-Outs, PERSONAL TAX RETURNS AND FINANCIAL STATEMENTS.Borrower shag provide Lender with annual financial Information,including but not limited to a parsnnal financial ststamont aril Federal income Tax Raturn with ail supporting schedules thereto,within 120 days of calendar year and or with ovidonon of fling,30 days of any nxtnnsion data. INTEREST RATE CEILING,Under no circumstances will filo interest rate on this Note be greater than 7.00%.except tot any higher default rate shown above_ SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and Its successors and assigns. GENERAL PROVISIONS. 1t any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them, Each Borrower understands end agrees that,with Or without notice 10 Borrower,Lender may with respect 10 any Other Borrower III)make one or more additional secured or unsecured loans or otherwise extend additional credit; (b)alter,compromise,renew,extend,acaelerato,of otherwiso change ono or more times the time lot payment or other terms of any indebtedness,including increases and decrease$of rhe rate Of lntarest on the indebtedness; (c)exchange.enforce,waive, subordinate. fail Or decide not to perfect,and release any security,with or without the substitution 01 new collateral; (d) apply such security anis direct the order of manner of sale thereof,including without limitation,any non judicial Salo permitted by the forms of tilt,-controlling security agreements, as Lender in its discretion may determine; (e)release, substitute, agree not to sue, Or door with any ono or more or Borrower's sureties, endorsers,or otter guarantors on any terms at In any manner Lander may choose; and t0 determine how, when and whet application of payments and credits shnll be made on any Other indebtedness owing by such Other Borrower. BorrowP.r and any other person who signs, quarantoes or endorses this Note, to the extent allowed by law,waive presentment,demand for payment.and notice el dishonor. Upon any chanop In the terms of this Note,and unless otherwiso expressh stated in writing,no patty who signs this Note,whether as maker,guarantor, accommodation maker or endorser,shalt le released from liability. All such parties Agree that Lender may renew or extend(ropeatedly and lot any length of limn)this loan or rninnso any party or guarantor or collateral;of impair,fail to realize upon or perfect Lender's security interest in the colateral;and take any other action doomed necessary by lander without tile consent of or notice to anyone. All such potties also agree that Lender may modify this loan without ilia consent of or notice to anyone other than thnparty with whom tie modification is made. The obffgntions under this Nate are joint and several. N any portion of this Note is for any reason detaiminad to be unenforceable,it will not affect the enforceability at any other provisions of this Note. CONFESSION OF JUDGMENT, BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA,OR ELSEWIfERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS Oil ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL.BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST:LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE,TOGETHER WITH COSTS OF SUIT,AND AN ATTORNEY'S COMMISSION OF TEN PERCENT(10%)OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTERESTFOR COLLECTION. BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (4600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE.EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS NOTE OR A COPY OF T141S NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST'BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY,BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY'WAiVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. WEST VIRGINIA INSURANCE NOTICE. Unless Borrower provides Lender with ovidenco of the insurance coverage raquirod by Borrower's agreement with Lender,Lender may purchase insurance at Borrower's expense to protect Lender's interests in ilio collateral. This insurance may,but need not,protect Borrower's interests, The coverage that Lender purchases may not pay any Claim that BOWOWOr makes Or any Claim that is mode against Borrower in connection With the colateral. Borrower may later canal any insurance purchased by Lender.but only after providing Lender with evidence that Borrower has obtained insurance as required by their agreement. If Lender purchases insurance for the collateral, Burrower will be responsible for the costa of that insurance. Including interest and any other charges Lender may Impose In connection with tiro placement of tiro insurance,until die effective date of Uta cancellation or expiration of the Insurenco. The costs of the insurance may bo added to Botrowar's total outstanding balance or obligation, The coats of the insurance may be more than the cost of irtsuronco Borrower may be able to obtain on Banowar's own. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO TME 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. BORRQWER: jj i v X (Soal) X ISralt M14al L.Profiii �F-� - 'Samuel F.Crosslor PROMISSORY NOTE 3- (Continued) page 3 LENDER: F'AR'MERS AND MERCHANTS TRUST CO.OF CHAMSERSBURO X -87o-n' oikaTt.Vioo Flusident ALL ONCI This ALLONG 'is attached to and shall become part of that certain Promissory Note in fiavor ofFARM ERS AND MERCHANTS TRUSTCOMPANY OF CHAMBERSBURG, PA in the original principal amount of One Million Seven Hundred Ten'Thousand and No/100 Dollars ($1,710,000,00),executed and delivered by Michael L. Proffitt and Samuel F. Cressler,on May 8, 2009, as the same.may have been renewed, assigned, amended. supplemented, restated or modiried. Pay to the order of StJMN/1l'n3RI1:)(:il'-'NNrIONAI,,INVESTMENTS III LLC.'WI1THOUT RCCOURSF,WARRANTY,OR REPRESENTX.1f1ON. Effective as of June 14. FARMERS ANDMERCHANTS TRUST COMPANY OF CHAMBERSBURG,PA Name: William,E-Snell Its; President and CEO EXHIBIT C COMMERCIAL GUARANTl Principal tpatl Date Maturity, &oah,No call Ycoil Accouin# Officrfr. Initials SEAN _ Re!erenr as in ilio boxes,Abow,Aro for Landor',use only and do not limit the applic'abtlit'y of this!kacumunt.to i'a,y partiruiar lance or ham. _ Any item above containin!i"'"«••has been omittaitf dun to text length lirhilstiOAS- BorroWer:^^• Michael L,Proffitt Lender: Farmors tend Mntchant,Truoi Co,of Ctlambeestaurg Samuvi F,Crassier Comn7eroial Services Dapartment 129 Mountainside Road 20 South Main Street Haipors retry,WV 25425.5542 P.0.box 6010 Chambersburg.PA 17201.6010 (7171264-6116 Guarantor: Christine M,Ciessle, 9400 Molly Pitcher Highway Shippensburg,PA 17257 GUARANTEE OF PAYMENT AND PERFORMANCE, for gond and valuable<_•zrnsid'ol tion,Go4f0iltot absetutafy and unseat/irionai+y lgowanter.s Soli And pui,ctuap payment and sat€sfaciion of the Indebtedness of botrmver,or any One Or rnwe'Of thein,to L.wndear,and the pvdorenance and disehw9a of all firurowor's obligations under the Note and the Rolated Uocurmonis, 'I'tlis is a quaranty of payment and performance and not if colYaation,'so Lander can unforce.this Guaranty against Guaumlot aver when Lender has nm cxhnu5iod Lendut's remodies agamst&ivone aIle ob'tgatad to pay the Ineco duesta or against any tfoltate(oI.s(muflog the Indabledness,this Gt€aronty or any Who,gwri,intty of the Ind(abtrdnese'. Guarantor will make any payntr+nts to Lender ,it its order, ort demand, in tragal tender of the United .crates of Amoeii to, in c,wn-day fund's, without sot'ofi or deductionor counterclaim,and will Mharwlse perform(,lorroww's obligotions under the..Note and Pelated Documents, MOERTEDNESS, The vrnrd`Indeblednoss"As used in this Guaronty means ill 4€91;ivina;irmf arnopm ouIon",firvI from litre.to time ant#at any one Gr more tim(§6< aGrrued unpaid interest thereon and nit coilectton cosi.a and foga)expenses related theroto permiliod by law,mazonahle anomeya' lees,alisdng from any and ail debts,liabilities and obligations than 6orrowof individivally or t.011aotivoly dr interch angeably w4h oihnrs,. o-es or wilt owe Lender under the,New,And Rzlaaed Documents and arty renowa€s,extensions,modiffictions,r Ainancinga,eonselidations sod swbatiiuUons of tho-Note and Related Docurnenls, If Lendctwe—pray Rbids on,rq ifanrr.<)uAaantre-!%of hPraaftof mceives addifinnit guaromip,from Guaran or,Lender's rights QmIrr all guarani om shall l7a rltmulat:va, This Guaranty shall not(+mass specifically provided below 1p the contrafyi affect or dnvat(date any such other eguatantios, Gunrantor's liability will he Guarantor',aggre+,late liability under fhr,terms of this;Guaranty and tiny such other untarrilinated gunronti*,s, CONTINUING GUARANTY. Tiller' GUARANTY f.NC0fv1PA$SES A LINE Of CREDIT AND GUARANTOR UNDERSTANDS AND AGREES Tilley Tills(tUARANI Y 4HA.I..t.BE OPI..:N AND c€;wriNISOuS UNTIL THE INDERTLDNrSS IS PAID IN FULL AND THE LENDER DECLARES THAT'THE UNG OF Ci3EOP IS FULLY SA'•ISFIED,P£RFORtALO AND'fEH1111NA'rED. DURATION OF GUARANTY. This Guaranty velli rasa afloat when rec0,ed by Lender without see,noressity of any ncceptancr,by t_endor,or any nonce to 1wairantnr or in R'orrowaai,anti will continuo in full farce unfitall the bldobtedness shall havebeen fully anti finally paid and sabstied and tai?of Gumaranr`s other Obl€gationa under this Gu7renty shelf have been pwformed in fuli. Solemn rad any alhur gunrarnef of termination Of any olhea thim`Inly of filo In dobtadnCss shill)not affect the'l1aE}itlty 01 Gutrontor'undo(this Csuarlloty, A revo,,alion Lor'dCr t'eceives from('env one or mora G;aorantors,hall,not alf'ec(the liabpfity of any lurnitinlrsg Guaramors under this'Guaranty, GUARANTOR'S AUTHORIZATION TO LENDER, Guarantor authorizes Landuwithout erotica of demand anti Without lessening Guarantor's liability undat thin Guaranty, from lime to fine.: (A) to make ono or more additional secured or unsorured loan=; to sorrowel. to lease eaui,pnrent i, plhor rfoeds to Rillleyx_r• ort elpmr Iota. to extend addiiitintlt orrxwil to Reire"wer; #rill to Allef, compromisC, rentV. vxlen(l, Ngll,aCO(ale,Of otherw'Isa ohango one of mato timer;'iho tinea dot paynaarit of alhpr fet'+71s of the Entfabipz€nGSg Or tory part of the lndubtadnesi;, lnaaoat;nq utcieasos and derren<,es of the tate of intar'est On the Indebtedness; extensions may be repeated And may be for longer than tory ongwal Loan Imm; 94:71 to take and hold seturity for the oaymont of this Gwwanfy or tete indowodnass, anti oxchitoge, enforce, waive, subordinAle,fiil or decide not to perfect, and relea,e any such security,with or without the substitul�inn of new collateral;: (D) to releaso, subsiltutt,agree not to sue,or deal with ally one or more of Oorrower"I sureties,endorsers,OY othftr guarantors otn any terms or in any,mar rwr Ltamit;r mlaV ah(w.m-,; ff..i to dwormine hnw,rotten end who a'prtl3^.ation of pyre alrls and Cr'„Jits shall hvi mode On lnla ind0stedrass: in 9e ripply such security and direct this order or manner of sale lhprnof,includifir�wlthotat.iirnitation,:any rioniudfeiat satyr permgteii by the Iftfeaa of the coli#rolling socurHy Agrcemam a+dared of trus6 aB Lender in Its dihcrotion may,deternano; IGI to sell,transhal,assign of grant Participatbns In ,.It nr any hart of the leak=ntednc&5;aced 041 it,ass;gra ar I,Orlerer this Guaranly in whoto or in fm't. GUARA'NTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor reprosoms and warrants to Londer that (A) no roprusentaiianaet agrauments of tiny kind have been made to Guarantor which awo'0o.limit or quality in Any away the terms of this Guaranty! IB) this Guaranty Is execrated at'Borrower`s request and not at ilia request of'Lander; ICI Guarantor tins full'power,right and authority to enter into this Guaranty; (D) Ifo provisions Of this Guaranty do not conflict with or tviult in a default under any Agreement or Pillar instrument€ilding upon Guarantor enc}do n<.,;result in ii viol rtiun Ol any IaM-,retwIf hon,court 4uorae or order applic ot'le t t Guarantor: til Guaruniwr has not and will nut,w4hout the p6or written '.aunt of Lender, hull, lease, eneumtior,'n'/Sstrthoi;Ate, transfer, of oitraaiwiae.dispose of all or substamiaily ate of Guoramof's ass,±Is,nr Any ifitenast therein; IF) upoin Lender's,recfuem,Guhraiitor will ptovieto to E.Ondw prienool And rmtfir infoGnrabOft Its twin accoptahlm to Lclrxlc,,and all simhbriAnciat tnlr,rmalion which currently flan been,and all future financial+nlormabon which",it he prorated to Lender is and wilt be true and coarctin all material respects and fairly present Guarantors financial condition as of the dates the hr,anciai ir.formarian is provided; Ila") no motMrial adverse change has ocouired in Guarantor's financial condition since dile data of tho most recent financial ciatonaenis tAitvidatil to Lander Ansi no grant has ocouired which may mfatorially adwLrsoly affeet Cunranaor'S financial sandition; iWi no litigation.claim,investigation, Administrative Proceeding or similar netior,(including iho<re for unpaid lanes)against Gvnmmof is pending or threat'ori df (1) Lander has mete no rapresrn'ta4ion to Guarantor as to the croditworthlness of Borrower; Arid Of Guarantor title'ostal'7lished adequate means of a'tstaBn9ng flclm Btarrrrs:to on a cont€nuin(t bail.Information rtzgar6riq so.'rower";flnancrai condiNon. Guarantor rigwos to keep adequately micrmnri from such mrram;of Any lacks,events,,or c)rcumstanct'€s which might In any way al'tect Guarantor's nsks undo(this Guarmly,and Guarantor further agrees that LandAr shall have no obligation to disclose to Guarantor any infnrmalion or documents acqulled.by Lsndnf M the course of its:relationship With'fiotrowef. GUARANTOR'S WAIVERS. fxeapt as prchibited by appficabfe law, Guaramor wa€vaa any tight to e"uire Lender IA) to continue landing money of to extend odor credit to Bof,tivivr; 10I to make any presvotment,protest,d-ornvnd,of notice of Any kind.including nCttiLL'of arty nonflaymenl of the ur of Any nPrtY.7aymf;n9 related it)any colintefal,or notice,of any,esfion or'wret'laon on the part tel Rorrower, Lender, any svlol Y, endwr err,Ve ptfif'r quatAritor in(:'t)raite(;fIPrS with pill 1/lido bhadne5s or in,connection wilt,tilt; Volition of new Q? Additional toansl of igbiir3atmwn; i(;' 1..'.r(soft llit "OV0,en'l Of to pmco"d directly qt at On-n rgRln:ilany proson,inn'urhng ElortovvPf pr firiv O1". quataol? , fD) to p,lxcrd til poly Ar iia 1st Lir p01"t'st any collam,fal betd by Land,from fwRrrowe'. any e'thef gliar✓mw,a,any other vtufn; (0 to gi.v notate at the tefins, firm-,and placp bat:any pubw;or parivata sale of porr,onat pro,pefty sacurily held by Lander from RUrrowof or to comply with any older apphcnbie{aro:=islons of the Uniizxm Corn—clai Code; IF) in pursue any other remedy within tender's povier,or (G) to commit any act or Omission rte(any kind,or at Any,iron,will,rARlteCt to any,natter vehntsoever. Guarantor also waives'any mild all r;,gihts or deftinsas teased on suretyship or impairment of collotert+l including,but not limited to,any right-,or defenses arising by rtasen of yAf any'ane i7:dolt`Or 'Unit-KleiiC:ienCy'€air.^a, any(other law whist,may f>,—ont Le del,from b,i-;-j a,y action, including a clai.ni Im da'hcle€'ac'y, against Guarantor, tlnldt's or alter LeBnder'S Eta rtitrierleantef7t or cQmfalot'ion of any l�ot'eclosure 0c,Oi), Oith4r judicially nr by o-<m se of a plower of sAfo; It'd) Any ek(,y tin'n bf ternodi" by Lawler which desftoys of ritholwlso 'advOlArlfy a9f.}/,Y, !".auaranan,',Subrogation ligh7ss nr Gutarantra"s rights to pfopertd aIiain t Borrewt;r for ioimfy a&emunt, Including wRhra..I limitation,any Ines 4f rights Guatam6l,may stiffer by reason of any law limiting,qualifying,or disaharlling tho Indobtednass; (C.) any disability or Other defanso of gorwyt.,et,of any other guarantw,of of any Other pofson,Ot'by reaaan of the cessation of eortowef's liability tram any cause v+ha[socver,other sited payment in lull 9n legal tender, of the Indebtedness; (0) nay right to claim discharge of the_ Indebtedness on the basis Of unjustified impairment of any collateral tar the Indebtedness; 10 any statute of I'm4atiorls,of at any time any action or suit brought by Lender against Gunrantur is cornml:,teed,th-ere e;outstanding Ind.htedness which is not barred fly any apPlicable statute Of limitaaions:or in ttely defenses givon to €weanatarri atlow tv t,,a(auity Other than roouai payment anti performance of the,1ndt;bt&1neM. It pAyaaent i5 mads- by Tltarr;aw€.r, wbAtrwrvoluoRarily of otharwiso,of by Any'bard party,on the Indebtedness and 1hedfaftaf Lon,der is forced to(emit the amount of that pnyrtufnl a Bormwafs muster, in kankrupiry or io any similar parson undaa any Ie(Drat or stair,banknrptoy law or law for lhr,relief of ucblors, the ndehtednrss shall be considwed unpaid for the purpose of the entonomem of this(Guaranty. 'Aaramof lwthe,wolves an(]agrees nal to osiot of cleim At any time any dedaia:ipns to lhfa Amount guaranteed under this'C1uarAmy for any +m or Selod, countxsGiair, 'ountrer rir,ml—d,. .ceur-l--°ll of ?;imila, regia, -I,ethc,such claire, dorn»nd ©r tight may be as5r:•rn•:d by lilt, ,oxer,the Gultaantor,or bath, 'IANTOR'S UNOERS1ANOING WO if RESPECT TO WAIVERS, Guarantor warrants And agrees'thal each of the ra+aivers set forth atsnve is with Guaramot's tuif knowledge of is signifiaaraco and consequences antl that,undo(the c'ircumstanccs,the v.•aivots are roasonablo and liffory III bootie trolley or low. If any such waiver is delorolined to be contrary to any Applicable law o,Public.policy,such wplver shall be COMMERCIAL GUARANTY (Continued) Page 2 effective only to the extent permitted by law or public policy, COLLATERAL. This Guaranty is secured by 9350 Molly Pitcher Highway,Southampton Township,Franklin County.Pennsylvania. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees tnat the Indebtedness, whether now existing or hercatwe created,shalt be superior to any claim that Guarantor may now ban or haroaflar acquire against Borrower,whether or not Borrower becomes insolvent,. Guarantor hernhy expressly subordinates any claim Guarantor may nave agafnst Harrower, upon any account whatsoever, to any (.farm that.Lender may now or herrahar 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 tender and Guarantor shall ba paid to Lender and shrill be first applied by Lendor to the Indobtcdnoss. Guarantor does hereby assign to Lender all claims which it may have or acel against Borrower or against any assig'rfro at 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 Indabmdness. It Lender so requests,any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be mnrkpd with a legend that the some etre subject to this Guaranty and shall he dolivared to Lender. Guarantor agrees,and Lender is hereby authorized,in the name of Guarantor, from time to time to the 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; Amindtnemts. 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 shah be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration at amendment. Attorneys' Pees; Expenses. Guarantor agrees to pay upon demand all of Lander's costs and expenses, including Lender's masonahle attornevs' fees and Lender's legal expenses, incurred in connactioti with the enforcement of this Guaranty. Lander may hire or pay someone else to help enforce this Guaranty,and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include;Lender's reasonable attorneys'fees and legal expenses whether or not there is a lawsuit,including reasonable attorneys'fees and tagat expenses for bankruptcy proeoodings (including efforts to modify or vacate any automatic stay or 'injunction), appeals, and any anticipated post-judgment Collection services. Guarantor also shall pay'all court coats end such Additional fees as may be directed by the court. Caption Headings. Caption haodings in this Guaranty fire for convenience purposes only and aro not to be used to f rtorpret or define the provisions of this Guaranty. Govarning Law. This Guaranty will be governed by federal law applicablo to Lender and,to tho extent not preempted by federal law,the laws of tiro Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Vanua. If there is a lawsuit.Guarantor agrees upon Lender's request to submit to tete jurisdiction of the courts of Franklin County,Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has road and fully understands the terms of this Guaranty;Guarantor has had the opportunity to tie 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 indamni1ies 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 worrantias,representations and agrearitonts of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor,then all words used in this Guaranty in tree singular shall be deemed to have hoer(used in the plural where the context and construction at)require;and where there is more than ono Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarnmor, the words "Borrower" and "Guarantor" tospoctively shall mean all and anyone or more of them. The words"Guarantor,""Borrower,"and"Louder"includa 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 he enforced,that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court wilt enforce the rest at the provisions of this Guaranty even it a provision of thin Guaranty may he found to be invalid or unenforceable. It any One or more of Bptrowor o;Guarantor are coriwetions,partnerships.lia-tited liabilily aontpatti is,or similar entitiat,it is not necossery for Lender to inquire, Into the pourers of Borrower or Guarantor or of the officers,directors,partners,managers,or other agents acting or purporting to act on their behalf,and any indr..btednass made at created in reliance upon the protessed exercise of such powers shall be guarartmod under this Gvafanty. Notices. Unless otherwise provided by applicablo.law,any notice required to ba given under this Guaranty shall be given in writing,and chotl be effective when actually delivered,when actually received by tolafacsimile(unless otherwise required by law),when deposited with A nationally recognized overnight courier,or,it mailed,when deposited in the United States mail,its first class,certified or registered mail ,postage prepaid,directed to the addr,&ssas shown near the beginning of this Guaranty. Any party may change its address for notices under thio,,Guaramy by giving formal written notice to the other partios,spec€tying that the purpose of the notice is to change the party's address. For notice purp(55ea,Guarantor ngreas to keep Lander informed nt all times of Guarantor's currenl address. Unions 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 Guoramors. 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 omissinn on the port of Lender In exercising any right shelf operate as a waiver of such right or any*that tight- A waiver bay Lender of a provision of this Guaranty shall notprejudice or constitute a waiver of Lender's right Otherwise.to demand strict compliance with that provision or any other provision of this Guaranty- No prior waiver by Lender,nor any course of dealing between Lender and Guarantor,.shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any funtro transactions. Whenever the consent of Lender is required under this Guaranty,the granting of such consent by Lender in any instance shoji not constituto continuing consent to subi;cquent€nstnnr:es where such consent is required and in fill cases suchconsent may be granted or withheld in the sale discretion of Lendor, Successors and Assigns. The terms of this Guaranty shall be hireling upon Guaiamot, and upon Guarantor's heirs, personal tapreSantahvas,Successots,and assigns,and shalt be onforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action,proceeding,or counterclaim brought by either Lender or Guarantor against the oihar. Annual Financial Statement Covenant.Guarantor shall provide Lender with annual financial information lincluding,but not limited to, a personal financial siatemant and federal income tax return and all supporting schedules theretol within 120 days of year amt. THE FOLLOWING NOTICE,IS REQUIRED By WEST VIRGINIA LAW: Unless Guarantor provides Lender with evidence of the insurance coverage required by Guarantor's agreement with Lander,Lender may purchase insurance at Guarantor's expanse to protect Lender's interests in the collateral. This insurance may,but need not.protect Guarantor's interests. The coverage that Lender purchases may not pay any claim that Guarantor molten or any claim(lint is made againat Guarantor in connection with the collateral. Guarantor may Enter cancel any insurance purchased by Londar,but only after providing Lender with evidence that Guarantor has obtained insurance as required by thea agreement. If Lender purchases int:ursnco for the collateral, Guarantor will be responsible for the costs of that insurance,including interest and any other charges Lender may impose in connection with the placement of the insurance,until the offoctive data of the cancellation or expiration of the Insurance- The costs of the insurance may be added to Guarantor's total outstanding balance or obligation. The costs of the insurance may be more than(fro cost of insurance Guarantor may be able to obtain an Guarantor's own. DEFINITIONS. The laltowing capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary,all references to dollar amounta shall mean amounts in lawful money of the United States of America. Words and torms used in the smgular shall include.the plural,end the plural shall include the singular,as the context may require. Wants and terms not otherwise defined in this Guaranty shelf have the moarungs attributed to such terms in the Uniform Commercial Coda: Borrower. The word"Borrower"means Michael L.Proffitt and Samuel F,Crecsiar and includes all co•signors and co-makers signing the Note and all their succassora and assigns. Guarantor. The word`Guarantor" means everyone signing this Guaranty.Including without limitation Christine M.Classier,and in each ease,any signer's succossars and assigns. Guaranty. The word"Guaranty"means this guaranty from Guarantor to Lender. Indebtedness, The word"Indebtedness"means Burrower's indebtedness to Loader as more pnrticulariv described in this Guarohly. i.rntlor. The word"Lender"means Farmers and Merchant$Trust Co.of Chambersburg,its successors and assigns. Note. The.word"Nota"means the promissory note,dated May d, 2009,in the original principal amount of$1,710,000,00 from Borrower COMMERCIAL GUARANTY (Continued) Pago 3 to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and suDsliluUons lot the promissory note or agreement. Related Documents. The words 'Related Documents` mean all promissory notes,credit agreements, loan agreements, environmental agreements,guaranties, security ngreemenm, mortgages, deeds of trust,security deeds.collateral mortgages,and all other instruments, agreements and documents,whether now or hereafter oxisting,excculotf in connactiun with tiro IndoUtadrtess, CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE 'PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA,OR ELSEWHERE,TO APPEAR.AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST. LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING 'THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN AT'TORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS IS5001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY;AND FOR SO DOING,THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BF. EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION,EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED'DURATION OF GUARANTY% NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY E.2009. 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: �.p� X l�ly +rio /il, Ljjstt/ / iSoalf Christine M.Crosshn EXHIBIT D -,t$ w SUMMIT September 18, 2014 Via Overnight Courier and U S First Class Via Overnight Courier and U.S. First Class Mail, Postage Prepaid Mail, Postale Prepaid Samuel F. Cressler Michael L. Proffitt 129 Mountainside Road 129 Mountainside Road Harpers.Ferry, WV 25425-5542 Harpers.Ferry, WV 25425-5542 Via Overnight Courier and U S First Class Mail, Postage Prepaid Samuel F. Cressler 9400 Molly Pitcher Highway Shippensburg, PA 17257 Ile: Loan in the original principal amount of$.1,71.0,000.00 made by Farmers and Merchants Trust Co. of Chambersburg("F&M") to Michael L. Proffitt and Samuel F. Cressler(the"Loan") as assigned to :Summit.Bridge National Investments III LLC ("Summit") Dear Messrs. Proffitt and Cressler; Reference is hereby made to that certain Business Loan Agreement dated May 8, 2009 by and among Michael L. Proffitt("Proffitt") and Samuel F. Cressler ("Cressler" and together with Proffitt, "Borrower"), as borrower, and F&M, as lender(as amended from time to time.the "Loan Agreement"); that certain Promissory Note dated May 8. 2009 by Borrower in favor of F&M, in the original principal amount of'$1,710,000.00, as amended by that certain Allonge dated as of June 27, 2014. (as amended from time to time, the "Note"); that certain Commercial Guaranty dated May 8, 2009 by Christine M. Cressler("Guarantor") in .favor of F&M(as amended from time to time, the "Guaranty"). The Loan Agreement,Note and Guaranty, together with all other documents executed in connection with the Loan, as the same may have been amended, restated modified and/or assigned from time to time, are hereinafter collectively referred to as the"Loan Documents." Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note. Notice is hereby given that defaults and/or Events of Default have occurred and are continuing raider the Note and other Loan Documents as a result of the Borrower's failure to make pay the entire amount due and owing under the Loan.Documents when due on November 15, 2010 (the "Specified Defaults"). As a result of, among other things, the occurrence of the Specified Defaults, all amounts due and owing tinder the Loan Documents are immediately due and payable to Summit, and Summit hereby demands payment of the same. WELLS FARGO CENTER 1700 LINCOLN STREET,SUITE 2150 720.221.3200 main [DENVER,CO 80203 303.830.9538 fax www.summit-investment.com P A�r� '11;1- �, SUMMIT -�7 ItNVEST"tRENT MANAGE.ME.NT As of the date hereof, the total amount due under the Loan Documents is $1,736,476.54, plus fees and costs (including attorneys' fees), which amount includes $1,51.4,155.71 of unpaid principal and $210,444.69 of unpaid interest. From and after the date hereof, interest shall continue to accrue at the per diem rate oi'$210.30. together with fees and costs; including attorneys' fees and costs. If the total amount due under the Loan.Documents, including any interest and costs accruing from and after the date hereof, is not received by Summit on or before September 30, 2014. Summit intends to exercise its rights and remedies with respect to the Specified Defaults and the unpaid indebtedness. Nothing contained herein is intended to constitute a release, waiver, .limitation, or modification of the Loan or any of the documents executed in connection therelvith. To avoid any misunderstanding, please be aware that: (a) The provisions of the documents executed in connection with the Loan provide that amendments and waivers are effective only if they are in writing and are executed by the relevant parties. Accordingly, even if some preliminary understanding may be reached respecting the foregoing, Summit will not be bound thereby unless and until definitive documentation is executed and delivered by all appropriate parties. No statements, comments, tentative agreements, or representations made by Summit may be relied upon unless and until incorporated into such documentation, and Summit is under no obligation to reduce to writing any such statements comments, tentative agreements, or representations. ( I) The occurrence of any discussions between us, whether prior or subsequent to the date hereof, has been and will continue to be without prejudice to the rights and remedies of Summit in connection with the .Loan or under the documents executed in connection with the Loan. (c) Sending this letter does not mean that Summit will give you notice of any other matters or any decision by us to exercise other remedies, or that you are entitled to any.notice in advance of the exercise of remedies under the Loan or the documents executed in connection therewith or otherwise. (d) Acceptance by Summit of any payments in connection with the Loan shall not constitute a waiver of rights by Summit. By copy of this letter, notice of the Specified Defaults is being provided simultaneously herewith to the Guarantor and demand for payment of the amounts due and owing under the Guaranty is I ereby made upon the Guarantor. Sincerely, .Eric Engel Summit Investment Management LLC, as contractual Asset.Manager and Custodian of Records for SummitBridge National Investments Ill LLC WELLS FARGO CENTER 1700 LINCOLN STREET,SUITE 2150 720.221.3200 main DENVER,CO 80203 - 2 303.830.9538 fax www.sumrnit-investment.com SUMMIT cc: Via Overnight Courier and U.S. First Class Mail, Postage Prepaid Christine M. Cressler 9400 Molly Pitcher highway Shippensburg, PA 1727 WELLS FARGO CENTER 720.221.3200 main 1700 LINCOLN STREET,SUITE 2150 —3 - 303.830.9538 fax DENVER,CO 80203 WwW.summit-investment.com COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, ; V. Civil Action No. f/r d 0"') CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendant. VERIFICATION Eric Engel, hereby states that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and verifies that the statements made in the foregoing Verified Complaint In Mortgage Foreclosure are true and correct to the best of his knowledge, information and belief. The undersigned understands that the statements made therein are made subject to the penalties of 18 Pa. Cons. Stat. Ann. § 4904 relating to unsworn falsification to authorities. Dated: October , 2014 By: Eric Engel, Asset anager for Summit Investment Management LLC, the Contractual Asset Manager and.Custodian of Records for Plaintiff SummitBridge National Investments III, LLC 2 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) µ Counsel for SummitBridge National Investments III LLC ., •! -, •. SUMMITBRIDGE NATIONAL , INVESTMENTS III LLC - �..,• 1700 Lincoln Street, Suite 2150 Denver, CO 80203, ; = c7 CD 1 ' Plaintiff, V. Civil Action No. � CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway ; Shippensburg, PA 17257, Defendant. AFFIDAVIT STATE OF COLORADO COUNTY OF DENVER Eric Engel,being duly sworn according to law, deposes and says that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is duly authorized to make this affidavit on behalf of Plaintiff; that the facts set forth in the foregoing Complaint In Confession Of Judgment are true and correct to the best of his information and belief; and that the Guaranty(as defined in the Complaint) which is attached as an Exhibit thereto is a true and correct copy of the original executed by the Defendant. 4Ericn-gel, Asiset4Maner for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III, LLC STATE OF COLORADO COUNTY OF DENVER : On this j�day of October, 2014,before me personally appeared Eric Engel, to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this day of October, 2014. q- o�taryyublic ger..••... • .;'` -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100Cn (215) 851-1420 (telecopy) T Counsel for SummitBridge National Investments III LLC �' � PO FYI 3 ' ro 1 SUMMITBRIDGE NATIONAL ~~ J INVESTMENTS III LLC ''' 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, V. Civil Action No. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendant. AFFIDAVIT OF NON-MILITARY SERVICE STATE OF COLORADO COUNTY OF DENVER Eric Engel, being duly sworn according to law, deposes and says that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is duly authorized to make this affidavit on behalf of Plaintiff; and that, to the best of his knowledge, information and belief, the Defendant is not in the military service of the United States of America. Eric Engel, Asset Manage orSummit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments I11, LLC STATE OF COLORADO COUNTY OF DENVER On this 1:7�day of October, 2014, before me personally appeared Eric Engel, to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this[7�day of October, 2014. ��A,J;•,Iy� No ary Public 661 -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square w Y Suite 3100 c� 1717 Arch Street ' Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) Counselfor SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC : 1700 Lincoln Street, Suite 2150 : Denver, CO 80203, : Plaintiff, V. : Civil Action No. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendant. AFFIDAVIT OF INCOME STATE OF COLORADO : COUNTY OF DENVER Eric Engel, being duly sworn according to law, deposes and says that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is duly authorized to make this affidavit on behalf of Plaintiff; and that, to the best of his knowledge, information and belief, the income of the Defendant is in excess of$10,000 per year. Eric Engel, Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments II1, LLC STATE OF COLORADO COUNTY OF DENVER : On this j : day of October, 2014, before me personally appeared Eric Engel, to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this day of October, 2014. '9P, J. y� Notary Public t -2- Eric Engel, Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III, LLC STATE OF COLORADO COUNTY OF DENVER On this j j day of October, 2014,before me personally appeared Eric Engel, to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this jr-day of October, 2014. P.J N� Notar Py ublic 0-rA -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 . 1717 Arch Street' Philadelphia, PA 19103 `~' r (215) 851-8100 � �� (215) 851-1420 (telecopy) - , Counsel or SummitBrid e National Investments III LLC f SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, (, V. Civil Action No. 19- ��-O D CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendant. AFFIDAVIT OF NONAPPLICABILITY OF GOODS AND SERVICES INSTALLMENT SALES ACT STATE OF COLORADO COUNTY OF DENVER Eric Engel,being duly sworn according to law, deposes and says that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is duly authorized to make this affidavit on behalf of Plaintiff; and that, the Complaint In Confession Of Judgment does not arise out of a retail installment sale, contract, or account, as defined under the Goods and Services Installment Sales Act, 69 Pa. Stat. Ann. § 1101, et seg,; and that the foregoing facts are true and correct to the best of his knowledge, information and belief. Eric Engel, Asset Manage or Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments 111, LLC STATE OF COLORADO COUNTY OF DENVER On this�day of October, 2014,before me personally appeared Eric Engel,to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this��day of October, 2014. Notary Public -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 r' ` (215) 851-1420 (telecopy) -'C' Counselfor SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC ' ' 1700 Lincoln Street, Suite 2150 Denver, CO 80203, r Plaintiff, V. Civil Action No. )-60 CHRISTINE M. CRESSLER : 9400 Molly Pitcher Highway Shippensburg, PA 17257, : Defendant. AVERMENT OF DEFAULT STATE OF COLORADO COUNTY OF DENVER Eric Engel,being duly sworn according to law, deposes and says that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is duly authorized to make this affidavit on behalf of Plaintiff; and that, the Defendant executed the Guaranty(as defined in the Complaint), a true and correct copy of which is attached to the Complaint; that the Defendant is in default under the Guaranty; and that as of September 18, 2014, there is $1,736,476.54 due and owing under the Guaranty (subject to additional interest and costs accruing thereafter and attorneys' fees). Eric Engel, Asset Manager gr Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III, LLC STATE OF COLORADO COUNTY OF DENVER On this 1�day of October, 2014,before me personally appeared Eric Engel, to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this Jlyy day of October, 2014. J� 'Notary Public fA -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 n'-1 ",.A (215) 851-8100 VQ. 215 851-1420 teleco Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, V. Civil Action No. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, : Defendant. AFFIDAVIT OF COMMERCIAL TRANSACTION STATE OF COLORADO COUNTY OF DENVER Eric Engel,being duly sworn according to law, deposes and says that he is an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC and that he is duly authorized to make this affidavit on behalf of Plaintiff; and that, the underlying transaction relative to this Complaint In Confession Of Judgment is a commercial transaction to the best of his knowledge, information and belief. Eric Engel, Asset Manage for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments 1I1, LLC STATE OF COLORADO COUNTY OF DENVER On this �day of October, 2014,before me personally appeared Eric Engel, to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this '�day of October, 2014. 5eg��� N J. N ary Public -2- transaction to the best of his knowledge, information and belief Eric Engel, Asset Manage for Summit Investment Management LLC, the Contractual Asset Manager and. Custodian of Records for Plaintiff SummitBridge National Investments IIl, LLC STATE OF COLORADO COUNTY OF DENVER ; On this jltday of October, 2014, before me personally appeared Eric Engel, to me known and known to me to be the individual described in and who executed the foregoing instrument and he duly acknowledged to me that he executed the same. In Witness Whereof, I hereunto set my hand and seal this '�day of October, 2014. P°:J../y, ary Public S = col -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP >. Three Logan Square Suite 3100 -''` 1717 Arch Street ` `! Philadelphia, PA 19103 ..•t�-, �:. •���; (215) 851-8100 (215) 851-1420 (telecopy) :�C-. fj Counsel for SummitBridge National Investments III LLC �{ SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, V. Civil Action No. t 7 CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendant. CERTIFICATION OF ADDRESS Eric Engel, an Asset Manager for Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III LLC, certifies that the present address of the Plaintiff, SummitBridge National Investments III LLC is 1700 Lincoln Street, Denver, CO 802003; and that, to the best of his knowledge, information and belief, the last known address of the Defendant is 9400 Molly Pitcher Highway, Shippensburg, PA 17257. Dated: October �, 2014 Eric Engel, Asset Manager f Summit Investment Management LLC, the Contractual Asset Manager and Custodian of Records for Plaintiff SummitBridge National Investments III, LLC -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) Counsel for SummitBridge National Investments 111 LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC : 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, : V. Civil Action No. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257, Defendant. NOTICE Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that a JUDGMENT BY CONFESSION has been entered against you in the above-captioned proceeding. Copies of all documents that have been filed with the Prothonotary in support of the Confession of Judgment are attached hereto. If you have any questions concerning this Notice, Rkase call Jennifer P. Knox, Es 're, at (215) 851-8100. PROTHONOTARY to as 1111 Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) Counsel for SummitBridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 : Denver, CO 80203, COURT OF COMMON PLEAS Plaintiff, CUMBERLAND COUNTY V. Civil Action No. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway ; Shippensburg, PA 17257, Defendant. ENTRY OF JUDGMENT BY CONFESSION AND ASSESSMENT OF DAMAGES Pursuant to the Complaint in Confession of Judgment filed in the within action and the Warrant of Attorney attached thereto,judgment is hereby entered against the Defendant. DAMAGES ARE ASSESSED UNDER THE GUARANTY AS FOLLOWS: Unpaid amount outstanding under the Guaranty as of September 18, 2014 $1,514,155.71 Unpaid interest under the Guaranty $210,444.69 as of September 18, 2014 TOTAL AMOUNT DUE ON ALL OF THE FOREGOING AS OF SEPTEMBER 18, 2014 (SUBJECT TO ADDITIONAL INTEREST AND COSTS ACCRUING THEREAFTER AND ATTORNEYS' FEES) $1,736,476.54 i PROTHONOTARY -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan SquareY' Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (telecopy) w Counsel for SummitBridge National Investments III LLC ` `~ SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, Plaintiff, : V. Civil Action No. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway ; Shippensburg, PA 17257, Defendant. ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter our appearance on behalf of the Plaintiff, SummitBridge National Investments III LLC, and enter judgment for damages in favor of Plaintiff and against the Defendant, Christine M. Cressler. . .� Respectfully submitted, Dated: October , 2014 By: Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square Suite 3100 1717 Arch Street Philadelphia, PA 19103 (215) 851-8100 (215) 851-1420 (facsimile) Counsel for SummitBridge National Investments III LLC -2- COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia,; PA 19103 Tel.: 215-851-8100 Fax: 214-851-1420 Counsel for Plaintiff, Summitbridge National Investments III LLC e SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, v. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257 Plaintiff, Civil Action No. 14-6200 Civil Defendant. PRAECIPE TO WITHDRAW JUDGMENT WITHOUT PREJUDICE TO THE PROTHONOTARY: Plaintiff, Summitbridge National Investments III LLC, hereby withdraws, without prejudice, the Entry of Judgment entered in above captioned action against the Defendant, Christine M. Cressler, and hereby voluntarily discontinues the above captioned action (without prejudice) pursuant to Pa. R. Civ. P. 229. C.2 COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Jennifer P. Knox (PA 206298) REED SMITH LLP Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 Tel.: 215-851-8100 Fax: 214-851-1420 Counsel for Plaintiff, Summitbridge National Investments III LLC SUMMITBRIDGE NATIONAL INVESTMENTS III LLC 1700 Lincoln Street, Suite 2150 Denver, CO 80203, v. CHRISTINE M. CRESSLER 9400 Molly Pitcher Highway Shippensburg, PA 17257 CD c.� -o Plaintiff, Civil Action No. 14-6200 Civil Defendant. PRAECIPE TO SETTLE, DISCONTINUE AND END ACTION WITHOUT PREJUDICE TO THE PROTHONOTARY: Kindly mark the above-named action discontinued without prejudice in accordance with Rule 229 of the Pennsylvania Rules of Civil Procedure. B.2 Dated: December 30,2014 Respectfully submitted, REED SMITH LLP By: 2 Jenni er P. Knox, Esfi. (PA 206298) Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 Tel.: 215-851-8100 Fax: 215-851-1420 E-mail: jknox@reedsmith.com Attorney for Plaintiff Respectfully submitted, REED SMITH LLP Dated: December , 2014 By: - 2 - Jenni e no , Esq. (PA 206298) Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 Tel.: 215-851-8100 Fax: 215-851-1420 E-mail: jknox@reedsmith.com Attorney for Plaintiff