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05-4371
MANUFACTURES AND TRADERS TRUST COMPANY, Successor to KEYSTONE FINANCIAL BANK, N.A., Plaintiff VS. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. U S (21-c)il.,Q-7?-, NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance, personally or by attorney, and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Services Court Administrator 4`s Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Notice Required Under the Fair Debt Collection Practices Act, 15 U.S.C. &1601 (as amended) and the Pennsylvania Unfair Trade Practices Act and Consumer Protection Law, 73 Pa Con Stat Ann. Ml et seq. ("The Acts" ). To the extent that the Acts may apply, please be advised of the following: 1. The amount of the original debt is stated in the Complaint attached hereto. 2. The Plaintiff who is named in the attached Complaint and/or its loan servicing agents are creditors to whom the debt is owed. 3. The debt described in the Complaint attached hereto and evidenced by the copies of the mortgage and note will be assumed to be valid by the creditor's law firm, unless the debtors, within thirty (30) days after receipt of this notice, dispute, in writing, the validity of the debt or some portion thereof. 4. If the debtors notify the creditor's law firm in writing within thirty (30) days of the receipt of this notice that the debt or any portion thereof is disputed, the creditor's law firm will - 2 - obtain verification of the debt and a copy of the verification will be mailed to the debtor by the creditor's law firm. 5. If the creditor who is named as Plaintiff in the attached Complaint is not the original creditor, and if the debtor makes written request to the creditor's law firm within thirty (30) days from the receipt of this notice, the name and address of the original creditor will be mailed to the debtor by the creditor's law firm. 6. Written request should be addressed to: Marc A. Hess, Esquire HENRY & BEAVER LLP 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 THIS MAY BE CONSTRUED AS AN ATTEMPT TO COLLECT A DEBT AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. 8. Be advised that the thirty (30) day time period allotted herein will not stop or toll the time period set forth above, which requires you to take action on the Complaint within twenty (20) days after this Complaint and Notice are served upon you. - 3 - MANUFACTURES AND TRADERS TRUST COMPANY, Successor to KEYSTONE FINANCIAL BANK, N.A., Plaintiff vs. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW COMPLAINT 1. The Plaintiff is Manufactures and Traders Trust Company, a New York banking corporation, successor to Keystone Financial Bank, N.A. ("M&T Bank"), with an office located at M&T Bank, Special Assets, 50 North Fifth Street, P.O. Box 15210, Reading, Pennsylvania 19612. 2. The are Defendants, Kenneth W. Heiser and M. Lucinda Heiser, his wife, individually and jointly, who are last known to reside at 1000 Sandbank Road, Mount Holly Springs, Cumberland County, Pennsylvania 17065. 3. On or about September 29, 1999, the Plaintiff loaned to the Defendants the sum of Four Hundred Fifty Thousand Dollars ($450,000.00) evidenced by a Promissory Note (the "Note"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. 4. Contemporaneously with the execution of the aforesaid Note, in order to secure payment of the same, Defendants made, executed and delivered to the Plaintiff a real estate Mortgage dated September 29, 1999, which was recorded on September 29, 1999, in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania, in Mortgage Book 1573, at Page 279, et seq. (the "Mortgage"), conveying to the Plaintiff a security interest in the real estate described therein, a copy of the Mortgage is attached hereto as Exhibit "B" and made a part hereof by reference. 5. The Note and Mortgage have not been assigned. 6. The premises subject to the Mortgage is a certain lot and piece of ground situate in Dickenson Township, Cumberland County, Pennsylvania, commonly known and numbered as 1000 Sandbank Road, Mount Holly Springs, Pennsylvania, as more particularly described on Exhibit "B" attached hereto. 7. The Defendants are the present owners of the premises subject to the Mortgage. 8. The Defendants are in default of their obligations under the Note and Mortgage, for the following reasons: (a) Pursuant to the terms of the Note and Mortgage Defendants are indebted to the Plaintiff for accrued late charges which are past due and immediately due and owing in the amount of Seven Thousand Eight Hundred Forty-Eight Dollars and Eleven Cents ($7,848.11). (b) Defendants are indebted to Plaintiff pursuant to their Guaranty of a Line-of- Credit Promissory Note in the original principal amount of Twenty Thousand Dollars - 2 - ($20,000.00) dated February 23, 1999, identified as Commercial Loan No. 501-30018. The loan is currently in default and demand for payment in full has been made and Defendants have failed to meet said demand. Said default being a default pursuant to the terms of the Note, Exhibit "A" attached hereto. (c) The Plaintiff has made three (3) loans to Coyle Lumber and Millwork, Inc. ("Coyle Lumber") being a Twenty-Five Thousand Dollar ($25,000.00) line-of-credit pursuant to the terms of Promissory Note dated April 23, 1999; a Sixty Thousand Dollar ($60,000.00) line-of-credit pursuant to the terms of a Promissory Note dated February 24, 2000; and a One Hundred Thousand Dollar ($100,000.00) Term Loan pursuant to the terms of Promissory Note dated June 2, 2000. Each of the aforementioned loans is in default and immediately due and payable. Each of the aforementioned loans to Coyle Lumber has been unconditionally guaranteed by the Defendants and Defendants are in default of the same and have acknowledged their defaults as more particularly set forth in the Forbearance Agreement set forth as Exhibit "C" attached hereto and incorporated herein by reference. Defendants' defaults under their Guarantees of the Coyle Lumber obligations are default pursuant to the Note, Exhibit "A" attached hereto. (d) The Defendants have failed to pay Plaintiff an agreed Forbearance Fee of Four Thousand Dollars ($4,000.00) which was due on or before April 29, 2005, pursuant to the Forbearance Agreement, Exhibit "C" attached hereto. 9. The terms of the Note, Exhibit "A" attached hereto, provide that in the event of default Defendants shall be liable for Plaintiff s costs and attorney's fees. - 3 - I 0. As a result of their defaults, the indebtedness due and owing to Plaintiff under the Note, Exhibit "A", may be accelerated and is immediately due and owing in the following amount which includes amounts due and owing pursuant to the Note, Exhibit "A", and Forbearance Agreement, Exhibit "C": Principal - $ 400,898.95 Interest to 8/18/05 - 740.55 Late Fees - 7,848.11 Attorney's Fees and Costs of Suit (estimated herein, actual to be collected) - 4,500.00 Prior Accrued and Unpaid Attorney's Fees (per Forbearance Agreement) - 6,000.00 Forbearance Fee - 4,000.00 Total - $ 423,987.61 Plus interest which continues to accrue at the contract rate after August 18, 2005, ($52.90 per diem) until paid in full, actual attorney's fees and costs of suit and all other amounts, fees, and costs incidental to execution and levy. 11. For purposes of this action, the Bank believes and therefore avers that Four Thousand Five Hundred Dollars ($4,500.00) constitutes reasonable estimate of attorney's fees and costs for enforcing the Note and Mortgage. However, the Bank recognizes that it is restricted by law to those attorney's fees and costs that are actually incurred. If those fees are less than Four Thousand Five Hundred Dollars ($4,500.00), the Bank shall adjust its demand for attorney's fees if applicable at the time of payment. Similarly, if those fees and costs are in excess of Four Thousand Five Hundred Dollars ($4,500.00), the Bank believes it is entitled to collect the same in full. 12. No judgment has been entered upon the Note or Mortgage in any jurisdiction. - 4 - 13. Notice was given to the Defendants in accordance with Section 403-C of Pennsylvania Act 91 of 1983, a copy of which is attached hereto as Exhibit "D" and incorporated herein by reference. Said notice was mailed on or about May 20, 2005. As of the date of this Complaint, the Defendants have not arranged for a meeting with a representative of Plaintiff and Plaintiff has not received notice from a designated consumer credit counseling agency that Defendants have met with any such agency. 14. To the best of the undersigned's knowledge and belief, Defendants are not members of the Armed Forces of the United States of America, nor engaged in any way which would bring them within the provisions of the Soldiers and Sailors Relief Act of 1940, as amended. 15. Notice pursuant to Federal Fair Debt Collection Practices Act 15 U.S.C. 41692, et se q. 1977. This is an attempt to collect a debt. Any information received by the undersigned will be used for the purpose of collecting the debt set forth herein. Unless you dispute the validity of the debt, or any portion thereof, within thirty (30) days after receipt of this Complaint, we will assume the debt to be valid. If within the thirty (30) day period you dispute the debt or any portion thereof, you are entitled to a written verification of the debt. If the current creditor is not the original creditor on this account, we will also advise you, upon request, of the name and address of the original creditor. Be advised that the thirty (30) day time period allotted herein will not stop or toll the time period set forth above in the Notice to Plead, which requires you to take action on the Complaint within twenty (20) days after this Complaint and Notice are served upon you. 16. This is an in personam action on a Promissory Note accompanying a Mortgage and is not an action in mortgage foreclosure. - 5 - WHEREFORE, Plaintiff, Manufactures and Traders Trust Company, demands that judgment be entered in its favor and against the Defendants, Kenneth W. Heiser and M. Lucinda Heiser, his wife, individually and jointly, in the amount of: Principal - $ 400,898.95 Interest to 8/18/05 - 740.55 Late Fees - 7,848.11 Attorney's Fees and Costs of Suit (estimated herein, actual to be collected) - 4,500.00 Prior Accrued and Unpaid Attorney's Fees (per Forbearance Agreement) - 6,000.00 Forbearance Fee - 4,000.00 Total - $ 423,987.61 Plus interest which continues to accrue at the contract rate after August 18, 2005, ($52.90 per diem) until paid in full, actual attorney's fees and costs of suit and all other amounts, fees, and costs incidental to execution and levy. HENR ER LLP _ - 14 By: ARC . ESS( I.D. #55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042 (717) 274-3644 Attorney for Plaintiff - 6 - VERIFICATION I verify that the statements made in this Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. MANUFACTURES AND TRADERS TRUST COMPANY By: a..r-? T G rady a es . ice President PROMISSORY NOTE Principal Amount: $450,000.00 Date of Note: September 29, 1999 PROMISE TO PAY. Kenneth W. Heiser and M. Lucinda Heiser ("Borrower") promise to pay to KEYSTONE FINANCIAL BANK, N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Four Hundred Fifty Thousand & 00/100 Dollars ($450,000.00), together with interest on the unpaid principal balance from September 29, 1999, until paid in full. The interest rate will not Increase above 13.000%. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 consecutive monthly principal and interest payments of $3,492.76 each, beginning October 29, 1999, with interest calculated on the unpaid principal balances at an interest rate of 7.950% per annum; 179 consecutive monthly principal and interest payments In the initial amount of $3,492.76 each, beginning October 29, 2004, with interest calculated on the unpaid principal balances at an interest rate of 0.00 percentage points over the Index described below; and 1 principal and interest payment in the initial amount of $206,484.88 on September 29, 2019, with interest calculated on the unpaid principal balances at an interest rate of 0.00 percentage points over the index described below. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. The annual interest rate for this Note is computed on a 3651360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Prime rate as published in the Wall Street Journal. When a range of rates has been published, the higher of the rates will be used (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute Index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The interest rate change will not occur more often than each YEAR. The Index currently Is 8.250% per annum. The interest rate or rates to be applied to the unpaid principal balance of this Note will be the rate or rates set forth above in the "Payment" section. Notwithstanding any other provision of this Note, the variable Interest rate or rates provided for in this Note will be subject to the following maximum rate. NOTICE: Under no circumstances will the interest rate on this Note be more than the lesser of 13.000% per annum or the maximum rate allowed by applicable law. Notwithstanding the above provisions, the maximum increase or decrease in the interest rate at any one time on this loan will not exceed 2.000 percentage points. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (a) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (b) increase Borrowers payments to cover accruing interest, (c) increase the number of Borrower's payments, and (d) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender Is entitled to the following prepayment penalty: Should Borrower prepay all or any amount of. principal during the next Ihree years, the Borrower shall be assessed against the amount prepaid a three percent (3.00%) prepayment penalty. The assessment percentage shall decrease one percent (1.00) per annum to par. Lender acknowledges that excepted from this assessment will be principal prepayments that are generated as a result of operations of the business for which the loan was extended. Specifically not excepted will be any prepayments generated as a result of a refinancing at any other financial Institution. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, May will reduce the principal balance due and may result in Borrower making fewer payments. LATE CHARGE. If a payment is to days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender, (c) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at the time made or furnished. (e) Borrower dies or becomes insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (f) Any creditor Ines to take any of Borrower's property on or in which Lender has a lien or security interest. This includes a garnishment of any of Borrower's accounts with Lender. (g) Any of the events described in this default section occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. (i) Lender in good faith deems itself insecure. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit. including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to ail other sums provided by law. It ;uegment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time ;udgment is entered. This Note has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there Is a lawsuit, Borrower agrees upon Lander's request to submit to the jurisdiction of the courts of Cumberland County, the Commonwealth of Pennsylvania. Borrower: Kenneth W. Heiser Lender: KEYSTONE FINANCIAL BANK, N.A. M. Lucinda Heiser Carlisle High Street Office 1000 Sandbank Road \ One West High Street Mt. Holly Springs, PA 17065 Carlisle, PA 17013 0:_29_1999 PROMISSORY NOTE Page 2 (Continued) This Note shall be governed by and construed In accordance with the taws of the Commonwealth of Pennsylvania. RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender alt Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts, and, at Lenders option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided on this paragraph. COLLATERAL. This Note is secured by a Mortgage dated September 29, 1999, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania, all the terms and conditions of which are hereby incorporated and made a part of this Note. YEAR 2000 PROVISIONS. Year 2000 Issues have not resulted in, and will not result in, a material adverse change to the business, properties, assets, financial condition, resutts of operations at prospects of the Borrower, and have not and will not impair materially the ability of the Borrower to serve and punctually pay or perform any of its obligations owed to the Lender. From time to time, within twenty (20) days after any request by the Lender, the Borrower shall deliver to the Lender a written report as to its compliance efforts in connection with Year 2000 Issues, the costs incurred to date and the anticipated future costs thereof, and information as to any liability the Borrower expects to incur in connection with Year 2000 Issues, all in such detail as the Lender may reasonably request. In addition, the Borrower shall, upon request of the Lender, permit the Lender, upon reasonable notice and during normal business hours, to meet with the Borrower's information systems and technologies employees and/or outside providers to discuss the status of the Borrower's compliance efforts in connection with Year 2000 Issues and the actual anticipated cost thereof. The Borrower shall take all action necessary to ensure that it will be year 2000 Compliant for ail mission critical systems on or prior to December 31, 1998 and to ensure that it will be Year 2000 Compliant for all other major systems on or prior to December 1, 1999 such that no material adverse change to the Borrower's business, properties, assets, financial condition, results of operations, or prospects will result. For purposes of this provision, "Year 2000 issues" means the risk that computer applications, (including all software, embedded micro-chips and other processing capabilities) used by or for the benefit of the Borrower may be unable to recognize or properly perform date-sensitive functions involving certain dates prior to, and any date after, December 31, 1999, and "Year 2000 Compliant" means that all software, embedded micro-chips and other processing capabilities utilized by and material to the Borrower are able to effectively and correctly process data and perform functions for all calendar dates, including dates in and after the Year 2000. YEAR 2000 DEFAULT. In addition to the other Events of Default described in this Agreement, each of the following shall constitute an Event of Default under this Agreement: (a) any representation or statement made or furnished to the Lender by or on behalf of the Borrower with respect to year 2000 Issues is false or misleading in any material respect either now or at the time made or furnished, (b) the Borrower fails to meet the deadlines required in this Agreement to be Year 2000 Compliant, (c) the Borrower fails to comply with any other provision of this Agreement relating to Year 2000 Issues, or (d) the Lender determines, in its sole discretion, that there is a reasonable likelihood that the Borrower cannot be Year 2000 Compliant on or berfore December 1, 1999. BORROWER'S WAIVER AND INDEMNIFICATION. Borrower hereby indemnifies and holds harmless Lender and Lender's affiliates and controlling entities, their respective successors and assigns, and all of their officers, directors, employees and agents (each as "Indemnified Person" and collectively the "Indemnified Persons") against any and all claims, demands, tosses, costs, and expenses (including without limitation attorney's fees and costs whether at trial or otherwise, and on any appeal or petition for review) incurred by any Indemnified Person arising out of or relating to any investigatory or remedial action involving the Year 2000 Issues, or on account of the breach of any Indemnified Person pursuant to this Agreement. to addition to this indemnity, the Borrower hereby releases and waives all present and future claims against the Lender or any Indemnified Person for indemnity or contribution in the event the Borrower becomes liable for any failure or default under the Year 2000 Provisions of this Agreement. The indemnity and waiver provisions set forth this Section shall survive the payment by the Borrower of the obligations owed to the Lender under this Agreement or any other agreement. CESSATION OF ADVANCES. In addition to the other remedies set forth in this Agreement, if the Lender has made any commitment to make any loan, advance or other extension of credit to the Borrower, whether under this Agreement or under any other agreement or instrument, the Lender shall have no obligation to make any loan, advance or other extension of credit to the Borrower, or to extend credit accommodations to the Borrower of any kind, if, as a result of the Borrower's failure to comply with the provision of this Agreement relating to the Year 2000, a material adverse change in the Borrower's financial condition, properties, business or operations occurs or is likely to result, or if any other event or circumstances has occurred or arisen which is reasonably likely to result in a compliance failure or default under the Year 2000 provision of this Agreement. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lenders security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. if any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING P.EOUiRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORRCWER'S ATTENTION OR 6CRROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. G9-29-1999 PROMISSORY NOTE (Continued) Page PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THI VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF, COMPLETED COPY OF THE NOTE. THIS NOTE VAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. WHEN RECORDED MAIL TO: KEYSTONE FINANCIAL BANK, N.A. c/o Keystone Loan Operations ATTN: Collateral Dept. WIII eCourt Steet Po m port` PAS 1T701X 3187 =JEER RECOFi;;cR OF DEEDS CUMBERLAND COUNTY-PA '99 SEP 29 PM 12 03 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY MORTGAGE THIS MORTGAGE IS DATED SEPTEMBER 29, 1999, between Kenneth W. Heiser and M. Lucinda Heiser, whose address is 1000 Sandbank Road, Mt. Holly Springs, PA 17065 (referred to below as "Grantor"); and KEYSTONE FINANCIAL BANK, N.A., whose address is One West High Street, Carlisle, PA 17013 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, located in Cumberland County, Commonwealth of Pennsylvania (the "Real Property"): SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE. The Real Property or its address is commonly known as 1000 Sandbank Road, Mt. Holly Springs, PA 17065. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents. DEFINITIONS. The following words shall have the following meanings when used in this Mortgage. Terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Grantor. The word "Grantor" means Kenneth W. Heiser and M. Lucinda Heiser. The Grantor is the mortgagor under this Mortgage. Guarantor. The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with the Indebtedness. Improvements. The word "Improvements" means and includes without limitation all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Lender to enforce obligations of Grantor under this Mortgage, together with interest on such amounts as provided in this Mortgage. In addition to the Note, the word "Indebtedness" includes all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as well as all claims by Lender against Grantor, or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, absolute or contingent, liquidated or unliquidated and whether Grantor may be liable individually or jointly with others, whether obligated as guarantor or otherwise, and whether recovery upon such Indebtedness may be or hereafter may become:..b..arred..by any statute of limitations, and whether such Indebtedness may be or hereafter may become otherwise unenforceable. (Initial Here ) Lender. The word "Lender" means KEYSTONE FINANCIAL BANK, N.A., its successors and assigns. The Lender is the mortgagee under this Mortgage. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender, and includes without limitation all assignments and security interest provisions relating to the Personal Property and Rents. Note. The word "Note" means the promissory note or credit agreement dated September 29, 1999, in the original principal amount of $450,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the property, interests and rights described above in the "Grant of Mortgage" section. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtednesai 45 r3 PAGE a79 C? 09-29-1999 MORTGAGE Page 2 (Continued) Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR UNDER THIS MORTGAGE AND THE RELATED DOCUMENTS. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due, and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until in default, Grantor may remain in possession and control of and operate and manage the Property and collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Hazardous Substances. The terms "hazardous waste,""'hazardous substance," "disposal," "release," and "threatened release," as used in this Mortgage, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Uabfiity Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. CCERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. The terms "hazardous waste" and "hazardous substance" shall also include, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Grantor represents and warrants to Lender that: (a) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, about or from the Property; (b) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (I) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the Property by any prior owners or occupants of the Property or (ii) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (c) Except as previously disclosed to and acknowledged by Lender in writing, (i) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (ii) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation those laws, regulations, and ordinances described above. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the Mortgage, including the obligation to indemnity, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), soil, gravel or rock products without the prior written consent of Lender. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon nor leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at its option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without the Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest therein; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of Real Property interest. If any Grantor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of Grantor. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Mortgage. Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Mortgage, except for the lien of taxes and assessments not due, and except as otherwise provided in the following paragraph. Right To Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen 600K 1573 Parr Q80 09-2a-1999 MORTGAGE Page 3 (Continued) (15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mect+anic's lien, matedalmen's lien, or other lien could be asserted on account of the work, services, or materials and the cost exceeds $5,000.00. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage. Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten (10) days' prior written notice to Lender and nct containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency as a special food hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $500.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at its election, apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. It Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor. Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Mortgage at any trustee's sale or other sale held under the provisions of this Mortgage, or at any foreclosure sale of such Property. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. EXPENDITURES BY LENDER. If Grantor fails to comply with any provision of this Mortgage, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Mortgage also will secure payment of these amounts. The rights provided for In this paragraph shall be in. addition to any other rights or arty remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage. Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. CONDEMNATION. The following provisions relating to condemnation of the Property are a part of this Mortgage. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be sooh 1573 PAGE . 281 09-29-1999 MORTGAGE Page a (Continued) entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (a) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (b) a specific tax on Grantor which Grantor is authorized or required to deduct irdin payments on the Indebtedness secured by this type of Mortgage; (c) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (d) a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. It any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default (as defined below), and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (a) pays the tax before it becomes delinquent, or (b) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage. Security Agreement. This instrument shall constitute a security agreement to the extent any of the Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall assemble the Personal Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party), from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code), are as stated on the first page of this Mortgage. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage. Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (a) the obligations of Grantor under the Note, this Mortgage, and the Related Documents, and (b) the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or agreed to the contrary by Lender in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-tact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default") under this Mortgage: Default on Indebtedness, Failure of Grantor to make any payment when due on the Indebtedness. Default on Other Payments. Failure of Grantor within the fime required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Compliance Default. Failure of Grantor to comply with any other term, obligation, covenant or condition contained in this Mortgage, the Note or in any of the Related Documents. Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase of sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to repay the Note or Grantor's ability to perform Grantor's obligations under this Mortgage or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor under this Mortgage, the Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Defective Collaterallzation. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral documents to create a valid and perfected security interest or lien) at any time and for any reason. Death or Insolvency. The death of Grantor or the dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the foreclosure or forefeiturs proceeding, provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. noel I S72 Parr -2A9 09-29-1999 MORTGAGE Page 5 (Continued) Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith deems itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Uppn the occurrence of any Event of Default and at any time thereafter, Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Subject to applicable law, Lender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the appare,it value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantors interest in all or any part of the Property Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere, as attorney for Lender and all persons claiming under or through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudicial Sale. If permitted by applicable law, Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by nonjudicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Mortgage shall not constitute a waiver of or prejudice the parry's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or take action to perform an obligation of Grantor under this Mortgage after failure of Grantor to perform shall not affect Lender's right to declare a default and exercise its remedies under this Mortgage. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest from the date of expenditure until repaid at the rate provided for in the Note. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining fitle reports (including foreclosure reports), surveyors' reports, and appraisal fees, and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES TO GRANTOR AND OTHER PARTIES. Unless otherwise provided by applicable law, any notice under this Mortgage shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, it mailed, shall be deemed effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the addresses shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. For notice purposes. Grantor agrees to keep Lender informed at all times of Grantor's current addtels, eaeE 283 09=29-1999 MORTGAGE Page 6 (Continued) MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Applicable Law. This Mortgage has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. This Mortgage shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Multiple Parties. All obligations of Grantor under this Mortgage shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each of the persons signing below is responsible for all obligations in this Mortgage. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shelf be stricken and all other provisions of this Mortgage in all other respects shall remain valid and enforceable. Successors and Assigns. Subject to the limitations stated in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. Time Is of the Essence. Time is of the essence in the performance of this Mortgage. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Mortgage (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Mortgage shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or any of Grantor's obligations as to any future transactions. Whenever consent by Lender is required in this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. ACCOUNT NUMBER. 372771-30011. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND EACH GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED GRANTOR: A/ X Witness CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, KEYSTONE FINANCIAL BANK, N.A., herein is as follows: One West High Street, Carlisle, PA 17013 Attorney or Agent for Mortgagee BooKI573ME .284 09=29-7999 MORTGAGE Page 7 (Continued) INDIVIDUAL ACKNOWLEDGMENT STATE OF vn.>r? ) ?y )SS COUNTY OF On this, the ZIT- day of 1A '151 , before me "re J• l'1S?/+VLV1 the undersigned Notary Public, personally appeared 1 nneth W. Heiser and M. Lucinda Heiser, known I. me (or satisfactorily proven) to be the person whose names are subscribed to the within instrument, and acknowledged that they executed the same for t urpesesl ein contained. In witness whereof, I hereunto set my hand and official se 1 I NpTANAL SID Notary Public in and for the 1999CFI ProServices,Inc. All rights reserved. [PA-0a3 E3.27 F3.27 P3.27 HEISER.LN 030VLI p J ...1'r vTYr. ??: BOUKi573PAGE 285 r ALL that eertaia tract of lat:d with mprovtniezts Hereon erecter situate in the Township of Dickinson, County of Cumberland, State of Pennsylvania, more particularly bounded and described as follows, to wit: BEGLNNIltiG at a paint cotmnen to lariJs of Parke. Group, Lloyd Rockey and R. William McCoy, said point is in private road also ]nixvn as Oak Lane Manor; thence along lands of Lloyd Rockey, South 21 degrees 00 minutes West 2,706.00 feet to a point; thence along lands of Old Folks Hunting Club, South 85 degrees 30 minutes West 525.41 feet, more or less to a point; thence al•ang Lot Ni.. 3 on Plan cf R. William. McCoy, Plan Book , Page , North 05 degrees 51 minutes 23 sernnds West 812.03 feet to a point; thence along southern edge of a 50 foot private riglit-of-way, South 74 degrees 14 minutes 10 seconds West 847.16 feet to a point; thence by a curve to the right having a radius of 294.40 feet and an arc distance of 233.55 feet to a point; the^c'e by a c .rie to the IA hiving a radius of 244.40 feet and an arc distance of 93.62 fee[ tr, pole; [h;ncc a'_eng and through dirt mountain road, North 23 degrees 37 minutes 09 seconals East 113.66 feet, more or less, to a point at lands of John D. Morda; thence along lands of Morda, South 66 degrees 00 minutes East 270.31 feet to an existing iron pin at nort-heiu edge cF 50 `oct sway: thence along northern edge of right-of-way, North 74 degrees 14 triiutes 10 seco:t.'_s East 767.63 feet to a point; thence along lands of John D. Morda as set forth in Plan Book 38, Page 81 and lands of Robert L. Belden, North 34 degrees 45 minutes West 349.96 feet to a point; thence continuing along lands of Belden, North 20 degrees 45 minutes West 234 feet to a point; thence along same, North 83 degrees West 424.00 feet to a point: thence :.long lands of Richard P. Valk, North 21 degrees 00 minutes East 1,173.03 fe.[ to a point; .fence along other lands of R. William McCoy, North 86 degrees 30 min-=3 East 1,583.34 feet to a point; thence along lands of Parker E. Group the following three courses and distances: 1) South 00 degrees 56 minutes 32 seconds West 138.30 feet; 2) South 57 degrees 35 minutes East 158.30 feet; 3) North 50 degrees 00 minutes 40 seconds East 357.00 feet to a point, the Place of BEGINNING. CONTAINING approximate!) S' acres. t '` d r,v c Pennsylvania y f ,F m,be 1d' 86 m, [he offl r fe, the recordirg of e a v £ C County, +t #cJl.CL ?tiT =P.,gf C x.y?` ,ind msSe, PA this day of C-'??A ?`Ir Reco? nox 1573 PAGE 286 FORBEARANCE AGREEMENT FORBEARANCE AGREEMENT (the "Agreement") is made this day of by and between Coyle Lumber & Millwork, Inc. ("Coyle") a PA corporation with an address of 231 East Old York Road, Carlisle, PA 17013, Kenneth W. Heiser, ("Mr. Heiser") an adult individual and doing business as Yellow Breeches Box Co., with an address of 1000 Sandbank Road, Mt. Holly Springs, PA 17065,and M. Lucinda Heiser, an adult individual with an address of 1000 Sandbank Road, Mt. Holly Springs, PA 17065 ("Mrs. Heiser") (each individually, an "Obligor" and collectively, the "Obligors"); and Manufacturers and Traders Trust Company, a New York banking corporation and successor by merger to Keystone Financial Bank, N.A. (the "Bank"), with an address of 50 North Fifth St., PO Box 15210, Reading, PA 19612. REFERENCES TO CAPITALIZED TERMS USED HEREIN NOT OTHERWISE DEFINED ARE SET FORTH IN SECTION 1 HEREOF. BACKGROUND A. On Febr3ary 23, 1999, the Bank extended a $20,000 line of credit to Mr. Heiser, d/b/a Yellow Breeches Box Co., the outstanding principal balance of which Mr. Heiser is obligated to repay pursuant to the terms and conditions set forth in a Promissory Note dated that date (the "$20,000 Note"). As security for the $20,000 Note, Mr. Heiser granted to the Bank a first priority perfected security interest in certain Collateral, pursuant to a "Commercial Security Agreement" dated that date. Furthermore, Mr. Heiser and Mrs. Heiser executed a Commercial Guaranty on February 23, 1999 (the "February 23, 1999 Guaranty") pursuant to which they absolutely and unconditionally guarantied, among other things, the repayment of the $20,000 Note. The principal balance currently owed under the $20,000 Note is $16,228.51. B. On April 23, 1999, the Bank extended a $25,000.00 line of credit to Coyle, the outstanding principal balance of which Coyle is obligated to repay pursuant to the terms and conditions set forth in a Promissory Note dated that date (the "$25,000 Note"). As security for the $25,000 Note, Coyle granted to the Bank a first priority perfected security interest in certain Collateral, pursuant to a "Commercial Security Agreement" dated that date. Furthermore, Mr. Heiser and Mrs. Heiser executed a Commercial Guaranty on April 23, 1999 (the "April 23, 1999 Guaranty") pursuant to which they absolutely and unconditionally guarantied, among other things, the repayment of the $25,000 Note. The principal balance currently owed under the $25,000 Note is $24,373.92. On March 28, 2003, judgment was confessed under the $25,000 Note and the April 23, 1999 Guaranty in the Court of Common Pleas of Cumberland County, PA and entered to Docket No. 03-1464. C. On September 29, 1999, Mr. Heiser and Mrs. Heiser borrowed $450,000.00 from the Bank, which sum Mr. Heiser and Mrs. Heiser are obligated to repay pursuant to the terms and conditions set forth in a Promissory Note dated that date (the "$450,000 Note"). As security for the $450,000 Note, Mr. Heiser and Mrs. Heiser granted to the Bank a mortgage (the "Mortgage") on certain real property located in the Township of Dickenson, Cumberland County, Pennsylvania, which Mortgage was recorded in the Office of the Recorder of Deeds of Cumberland County on September 29, 1999 at Book 1573, page 279 et. M. The principal balance currently owed under the $450,000 Note is $419,898.54. D. On February 24, 2000, the Bank extended a $60,000.00 line of credit to Coyle, the outstanding principal balance of which Coyle is obligated to repay pursuant to the terms and conditions set forth in a Promissory Note dated that date (the "$60,000 Note"). As security for the $60,000 Note, Coyle granted to the Bank a first priority perfected security interest in certain Collateral, pursuant to a "Commercial Security Agreement" dated that date. Furthermore, Mr. Heiser and Mrs. Heiser executed a Commercial Guaranty on February 4, 2000 (the "February 4, 2000 Guaranty") pursuant to which they absolutely and unconditionally guarantied, among other things, the repayment of the $60,000 Note. The principal balance currently owed under the $60,000 Note is $57,874.65. On March 28, 2003, judgment was confessed under the $60,000 Note and the February 4, 2000 Guaranty in the Court of Common Pleas of Cumberland County, PA and entered to Docket No. 03-1466. E. On June 2, 2000, Coyle borrowed the sum of $100,000:00 from the Bank, which sum Coyle is obligated to repay pursuant to the terms and conditions set forth in a Promissory Note dated that date (the "$100,000 Note'. As security for the $100,000 Note, Coyle granted to the Bank a first priority perfected security interest in certain Collateral, pursuant to a "Commercial Security Agreement" dated that date. Furthermore, Mr. Heiser and Mrs. Heiser each executed a separate Commercial Guaranty on June 2, 2000 (the "June 2, 2000 Guaranty") pursuant to which they each absolutely and unconditionally guarantied, among other things, the repayment of the $100,000 Note and, as security for each of those Commercial Guaranties, Mr. Heiser and Mrs. Heiser granted to the Bank a mortgage (the "Guaranty Mortgage") on certain real property located in the Township of South Middleton, Cumberland County, Pennsylvania, which Mortgage was recorded in the Office for the Recorder of Deeds of Cumberland County on June 14, 2000 at Book 1618, page 603 et. seg. The principal balance currently owed under the $100,000 Note is $44,270.89. On March 28, 2003, judgment was confessed under the $100,000 Note and the June 2, 2000 Guaranty in the Court of Common Pleas of Cumberland County, PA and entered to Docket No. 03-1465. F. The Obligors each acknowledge that an Event of Default has occurred under each of the Notes, including without limitation through the failure of the Borrower under one or more of the Notes to make payments when due thereunder (all such failures as they have occurred prior to and exist as of the date of this Agreement, the "Defaults"), that all of the Obligations are immediately due and payable in full, that no further loan or advances are available under any of the Notes and that the guarantors under each of the Commercial Guaranties are responsible to the Bank for the repayment of all of the Obligations. G. The Obligors have requested and Bank has agreed to enter into this Agreement pursuant to the terms and conditions set forth herein, inter alia, to (i) ratify and confirm the 2 obligations and liabilities of the Obligors to the Bank under the Loan Documents, (ii) reaffirm, ratify and continue Bank's lien on the Collateral, and (iii) set forth the terms and conditions under which Bank will forbear from exercising and enforcing the rights available to it under the Loan Documents. NOW, THEREFORE, in consideration ofthe foregoing premises and INTENDING TO BE LEGALLY BOUND HEREBY, the parties hereto agree as follows: TERMS CAPITALIZED TERMS. For purposes of this Agreement: (a) "Borrowers" means, collectively, each Borrower as defined in each of the Notes. (a) "Collateral" means all tangible and intangible property of Obligors pledged and/or granted to Bank as security for the Obligations, as defined in each of the Commercial Security Agreements referenced in the Background section above, and all real property, improvements and fixtures granted to the Bank as security for the Obligations, as defined in the Mortgage and the Guaranty Mortgage. (b) "Event of Default" with respect to any of the Loan Documents shall have the meaning set forth in that Loan Document and with respect to this Agreement shall have the meaning set forth in Section 17 below. (b) "Forbearance Documents" means the Loan Documents, together with this Agreement and all other documents executed or delivered in connection herewith. (c) "Guaranties" means collectively the February 23, 1999 Guaranty, the April 23, 1999 Guaranty, the February 4, 2000 Guaranty and June 2, 2000 Guaranty. (d) "Guarantors" means the guarantors under each of the Guaranties. (e) "Loan Document(s)" means, individually or collectively as the context requires, each of the Notes, each Commercial Security Agreement relating to the Collateral, the Mortgage, the Guaranty Mortgage and each of the Guaranties, together with all other documents collateral to any of the foregoing, all as the same may have been modified, revised, supplemented, replaced and/or amended from time to time. (f) "Notes" means collectivelythe $20,000 Note, the $25,000 Note, the $450,000 Note, the $60,000 Note and the $100,000 Note. (g) "Obligations" means all of the obligations to the Bank, as set forth in the Loan Documents. 2. CONFIRMATION OF BACKGROUND. The Obligors do hereby jointly and severally ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete in all respects and that the Loan Documents, including but not limited to the Guaranties, are valid, binding and in full force and effect as of the date hereof, and fully enforceable against Obligors and their assets in accordance with the terms thereof. The Guarantors further acknowledge that nothing contained in this Agreement shall be deemed to impair, reduce, or release in any manner whatsoever any of the obligations of the Guarantors under the Guaranties. 3. GENERAL ACKNOWLEDGEMENTS. The Obligors do hereby acknowledge and agree as follows: (a) The Borrowers are currently in default of their obligations under the Loan Documents as a result of the occurrence of the Defaults, and Obligors do hereby fully and finally waive any further notice or demands from Bank to the Obligors in connection therewith; (b) The entire principal balances of the Notes are currently due and payable; (c) Neither this Agreement nor any other agreement entered into in connection herewith or pursuant to the terms hereof shall be deemed or construed to be a compromise, satisfaction, reinstatement, accord and satisfaction, novation or release of any of the Loan Documents, or anyrights to obligations thereunder, or awaiverby Bank of any of its rights under the Loan Documents or at law or in equity; (d) As a result of the Defaults, the Bank has no further obligation to advance any additional monies under any Notes that may evidence a line of credit; (e) Unless and only to the extent specifically provided otherwise in this Agreement, neither this Agreement nor any other agreement executed in connection herewith or pursuant to the terms hereof, nor any actions taken pursuant to this Agreement or such other agreement shall be deemed to cure any of the Defaults or any other Events of Default which may exist under the Loan Documents or to be a waiver by the Bank of the Default or any other existing defaults or Events of Default under the Loan Documents, or of any rights or remedies in connection therewith or with respect thereto, it being the intention of the parties hereto that the obligations of Obligors with respect to the Loan Documents are and shall remain in full force and effect; (f) All liens, security interests, rights and remedies granted to the Bank in the Loan Documents are hereby renewed, confirmed and continued, and shall also secure the performance by the Obligors of their obligations hereunder; and (g) If at any time a payment or payments made by any Obligor of any part of the Obligations are subsequently invalidated, declared to be fraudulent or preferential, and are set aside or are required to be repaid to a trustee, receiver or any other person or entity under any bankruptcy act, state or federal law, common law or equitable cause or action, then to the extent of such payment 4 or payments, the Obligations intended to be satisfied shall be revived and continued in full force and effect as if such payment or payments had not been made. (h) The records of the Bank with respect to the Obligations, including but not limited to the principal balance and accrued interest payable under any of the Notes and the manner in which any payments received from any Obligor are credited, shall be presumed to be complete, correct and accurate except to the extent demonstrated by the Obligors to be manifestly erroneous. (i) All judgments confessed against the Borrowers and the Guarantors are valid, no basis exists for the either the Borrowers or the Guarantors to petition any court to open or strike those judgments, and the Borrowers and Guarantors waive any right they may have to contest any of those judgments. 4. CHALLENGE TO ENFORCEMENT. To the extent that any defense, set-off, counterclaim or challenge against the payment of any sums owing under the Loan Documents, or the enforcement by the Bank of any of the terms or conditions set forth in the Loan Document may exist, either pursuant to the terms or conditions of the Loan Documents, applicable law or otherwise, the Obligors hereby waive any and all of those defenses, set-offs, counterclaims, or challenges. 5. CONFIRMATION OF EXISTING INDEBTEDNESS. Obligors do hereby confirm and acknowledge that as of November 8, 2004 the aggregate principal balances outstanding under the Notes is as set forth in the Background section above. The foregoing sums, together with all accrued and unpaid interest thereon, attorney's fees and expenses and all other costs and expenses due or to become due under the Loan Documents and the Forbearance Documents shall be collectively referred to herein as the "Obligations". Borrowers do hereby acknowledge and agree that the sums described in the Background section and this Section 5 are validly and duly owing to Bank. 6. INTEREST ON THE NOTES. Sums outstanding under the Notes shall bear interest at the rates set forth in the Notes, subject to the provisions of Section 8 hereof. 7. FORBEARANCE. Bank hereby agrees to forbear from exercising the rights and remedies available to it as a result of the Default, until the earlier of (a) the occurrence of any default or Event of Default (other than the Default) under the Loan Documents, (b) the failure of any Obligor to timely and completely perform any obligation set forth in this Agreement or the failure of any representation or warranty of any Obligor, as set forth in this Agreement to be true and/or accurate (an "Agreement Default"), or (c) April 30, 2005. Obligors acknowledge that the Bank's exercise of any right to demand payment under any of the Notes in accordance with the terms and conditions of any Notes shall not constitute a violation of this Section 7. 8. INTENTIONALLY LEFT BLANK. 9. POST-JUDGMENT RATE. Any judgment or judgments heretofore or hereafter obtained for sums due hereunder or under the Loan Documents will accrue interest at the default rate set forth in Section 8 above until paid in full. 10. PAYMENTS OF BANK INDEBTEDNESS. During the term or this Agreement, Borrowers will pay, or cause to be paid, to Bank: (a) All regular monthly payments of interest, along with such payments of principal, which become due on or after the date of this Agreement, in accordance with the terms and conditions of each of the Notesa timely basis; ii??JJ'',,'',??''GGII ' (b) On the fifteenth (15`h) day of each month beginning on "' 1 '?jOS $300, which will be allocated equally to partial repayment of the outstanding principal balances of the $60,000 Note, the $25,000 Note and the $20,000 Note. (c) Legal expenses of $6000.00 incurred in connection with this Agreement, with payment no later than April 30, 2005. (d) A forbearance fee of $4000 payable on or before April 29, 2005. $1000 of this fee will be refunded if all amounts owed to the Bank are repaid by April 29, 2005 (e) All net proceeds from the sale of any of the Collateral, during the term of this Agreement, shall be paid to the Bank, whereupon said property being sold shall be released from all liens of the Bank, so long as the Borrowers are not in default under the terms of this Agreement. (f) All payments and proceeds payable to the Bank under the provisions of this Section 10 may be applied by the Bank to reduce the Obligations, in such amounts, to such accounts, as otherwise in such a manner as the Bank, in its sole discretion, shall determine to be in the Bank's best interest, regardless of the source of the payment and/or proceeds. (g) The Bank shall have the right to debit any account maintained by the Obligors at Bank for any or all of the above payments. 11. ADDITIONAL COVENANTS. in addition to all of the covenants contained in the Loan Documents, during the term of this Agreement and so long as the repayment of any Obligations remains outstanding: (a) The Obligors will not permit to exist or arise any overdraft in their accounts at Bank. (b) Unless and except to the extent otherwise provided in this Agreement, the Obligors shall each comply with all covenants, whether affirmative or negative, as well as all other terms and conditions set forth in the Loan Documents. 12. CROSS DEFAULT. Notwithstanding anything to the contrary set forth in the Loan Documents, the occurrence of an Event of Default under any Loan Document, or of an Agreement Default, shall constitute an Event of Default under each and every Loan Document, as well as this Agreement, and following the occurrence of any Event of Default or Agreement Default, the Bank may, in its sole discretion and without the necessity of any notice to any Obligor, exercise any and all of the rights and remedies available to the Bank under any of the Loan Documents or this Agreement, at law, in equity, or otherwise. 13. CONDITIONS. Without in any manner limiting the other requirements contained herein, Bank's agreement to forbear contained herein is expressly contingent upon satisfaction, as determined by Bank, of each of the following: (a) The Obligors will deliver to Bank contemporaneously with or before the execution hereof, evidence satisfactory to the Bank of current insurance on the properties subject to the Mortgage and the Guaranty Mortgage; (b) The Obligors will deliver to Bank, on or before December 30, 2004, evidence satisfactory to the Bank that all real estate taxes, water and sewer rents and any other assessments on the properties subject to the Mortgage and the Guaranty Mortgage have been paid timely and without default; (c) The Obligors will deliver to the Bank a copy of any written agreement or understanding with the U.S. Department of the Treasury, Internal Revenue Service and/or the Pennsylvania Department of Revenue pursuant to which the Obligors agree to pay any past deficiencies with respect to their remittance of payroll withholding taxes and/or sales and use taxes, and, thereafter, deliver to the Bank upon its request from time to time their certification that (i) they are in material compliance with any such agreement or understanding and (ii) all payroll withholding taxes and sales and use taxes collected by any Obligor after the date of this Agreement have been timely, completely and properly remitted; (d) Mr. and Mrs. Heiser shall, on or before the date of this Agreement, deliver to Bank their current financial statement, on such forms as the Bank may designate and signed by each of them. (e) Coyle shall, (i) on or before the date of this Agreement deliver to the Bank its financial statements for the annual period ended December 31, 2003 and the semi-annual period ended on June 30, 2004, and (ii) on or before March 15, 2005 deliver to the Bank its financial statements for the annual period ended December 31, 2004. The foregoing financial statements shall 7 include statements of operations, cash flow and equity, along with its balance sheet. (f) On or before March 15, 2005, each Obligor shall deliver to the Bank a copy of its actual filed federal income tax return for the year ended December 31, 2004. (g) The Obli r deliver an executed original of this Agreement to Bank on or before !x2004 0 ` (h) The Bank has ' e right to commission an appraisal and/or environmental assessment of either of the properties subject to the Mortgage or the Guaranty Mortgage at anytime, at Obligors' expense, and the Obligors will cooperate fully with Bank and the appraiser or assessor to facilitate completion of any such appraisals or assessments; (i) Coyle shall, contemporaneously with or before the execution hereof, deliver to the Bank evidence, in a form satisfactory to the Bank in its sole discretion, of the its corporate authority to execute and fully perform all of the obligations set forth in this Agreement and any other documents it delivers in connection with this Agreement; 0) The Obligors shall take whatever action Bank deems necessary to maintain and continue its security interest in the Collateral; (k) The Obligors will pay all of the Bank's fees, costs, expenses and expenditures as required under Section 16 hereof to the Bank; and (1) All mortgages and UCC financing statements of the Bank against any and all of the Collateral shall remain of record until all of the Obligations have been paid in full. 14. ADDITIONAL DOCUMENTS AND FUTURE ACTIONS. The Obligors will, at their sole cost, take such actions and provide Bank from time to time with such agreements, financing statements and additional instruments, documents or information as Bank may in its discretion deem necessary or advisable to perfect, protect, maintain or enforce the security interests in the Collateral to permit Bank to protect or enforce its interest in the Collateral, or to carry out the terms of this Agreement or the Loan Documents. Obligors hereby authorize and appoint Bank as their attorney-in-fact, with full power of substitution, to take such actions as Bank may deem advisable to protect the Collateral and its interests thereon and it rights hereunder, to execute on Obligors' behalf and file at Obligors' expense, financing statements and amendments thereto, in those public offices deemed necessary or appropriate by Bank to establish, maintain and protect a continuously perfected security interest in the Collateral and to execute on Obligors' behalf such other documents and notices as Bank may deem advisable to protect the Collateral and its interests therein and its rights hereunder. Such power being coupled with an interest is irrevocable. Obligors' irrevocably authorize the filing of a carbon, photographic or other copy of this Agreement, or of a financing statement, as a financing statement and agrees that such filing is sufficient as a financing statement. 15. REPRESENTATIONS AND WARRANTIES. In consideration ofthe forbearance extended herein by Bank, Obligors do hereby represent and warrant, which representations and warranties shall survive until all Obligations are paid and satisfied in full, as follows: (a) All representations and warranties of Obligors set forth in the Loan Documents are true and complete as of the date hereof. (b) This Agreement is the valid, binding, enforceable obligation of the Obligors and has been duly authorized by all requisite corporate action by Coyle; and Coyle is duly incorporated, organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has the corporate power to own its assets and/or properties and carry on its business as now conducted. (c) No condition or event exists or has occurred which would constitute an Event of Default under the Loan Documents or this Agreement (or would, upon the giving of notice or the passage of time, or both, constitute an event of default) other than the Default. (d) The execution and delivery of this Agreement by the Obligors and all documents and agreements to be executed and delivered pursuant to the terms hereof will not conflict with or result in the breach of or constitute a default (upon the passage of time, delivery of notice or both) under any indenture, mortgage, loan or other document or agreement to which any Obligor is a party or by which any Obligor is bound or affected, or under Coyle's Articles of Incorporation or bylaws or any applicable statute, law, rule regulation or ordinance. (e) The execution and delivery of this Agreement by the Obligors and all documents and agreements to be executed and delivered pursuant to the terms hereof will not result in the creation of any lien, charge or encumbrance of any nature whatsoever upon any property or assets of any Obligor, except for liens in favor of the Bank. (f) All financial statements, reports, statements of financial positions, tax returns and other financial information provided by each Obligor to the Bank shall have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, or in accordance with the applicable tax laws and regulations, as applicable, and present fairly the financial condition and results of the Obligor's activities for the period covered thereby. Neither Us Agreement nor any other document executed by any Obligor in connection herewith contains any untrue statement of a material fact or omits any fact necessary in order to make the statement made, in light of the circumstances under which it was made, accurate. (g) There are no actions, suits or proceedings before any court or governmental department or agency pending or to the knowledge of any Obligor, threatened (i) with respect to any of the transactions contemplated by this Agreement or (ii) against or affecting any Obligor or any of the Collateral which, if adversely determined, would have a material effect upon the financial condition, business or operations of any Obligor or the ability of the Obligors to pay the Obligations. (h) No "Reportable Event", as defined in Title N of the Employee Retirement and Security Act of 1974, as amended has occurred with respect to retirement plan maintained by any Obligor. Any such plan has been maintained in all material respects in accordance with the terms and provisions of all law applicable thereto. 0) Coyle shall maintain all equipment, inventory and all other material assets used in its business, and maintain its principal place of business, at the address set forth in the preamble to this Agreement. Mr. Heiser shall maintain all equipment, inventory and all other material assets used in any other business he operates, including but limited to Yellow Breeches Box Co., and maintain its principal place of business, at the address set forth in the preamble to this Agreement. (k) The Obligors hereby reaffirm all of the representation and warranties to the Bank set forth in the Loan Documents and warrant that such representations and warranties are true and correct as of the date of this Agreement. 16. CERTAIN FEES, COSTS, EXPENSES AND EXPENDITURES. Obligors shall pay all of the Bank's expenses in connection with the review, preparation, negotiation, documentation and closing of this Agreement and the consummation of the transactions contemplated hereunder, including, without limitation, ongoing expenses of the Bank in administering and/or enforcing the Loan Documents (including audit fees) and/or this Agreement, fees, disbursement, expenses, appraisal costs and fees and expenses of counsel retained by Bank (whether or not court proceedings are commenced) and all fees related to filings, recording of documents and searches, whether or not the transactions contemplated hereunder are consummated. Nothing contained herein shall limit in any manner whatsoever Bank's right to reimbursement under any of the Loan Documents or this Agreement. All such fees, costs, expenses and expenditures incurred by the Bank prior to the execution hereof shall by payable to the Bank from the payments set forth in Section 10(b) hereof, and all such fees, costs, expenses and expenditures incurred by the Bank subsequent to the execution hereof shall be payable to the Bank upon demand. 17. DEFAULT. The occurrence of each of the following shall constitute a default hereunder and under each of the Loan Documents (an "Event of Default"): (a) Any default or Event of Default under any of the Loan Documents, or any failure of any Obligor to timely and completely perform or observe any obligation or covenant set forth in this Agreement or any document delivered by any Obligor in connection with this Agreement or any event which, with the giving of notice or passage of time of both (other then the Default), would constitute a default or Event of Default or failure hereunder or thereunder, or the failure of any representation or warranty of any Obligor set forth in this Agreement or present or future certification of any Obligor to Bank to be materially true or accurate; or 10 (b) The failure of any Borrower to timely comply with the terms of this Agreement; or (c) All or any part of the Collateral or any other assets of any Obligor are attached, seized, subjected to a writ or distress warrant, or levied upon, or come within the possession or control of a receiver, trustee, custodian or assignee for the benefit of creditors; or (d) A material and adverse change occurs in any Obligor's financial condition or in the value of the Collateral; or (h) The Collateral or the payment of the Obligations is jeopardized or impaired or Bank deems itself insecure with respect to the Obligors' ability to pay the Obligations or otherwise perform hereunder or under the Loan Documents; or (i) An overdraft arising in any account maintained by Borrowers with Bank; or 0) Any Obligor violates any law, statute, regulation, rule, governmental order or ordinance to which it is subject; or (h) The validity, binding nature, or enforceability of this Agreement, any payments to the Bank or any of the Loan Documents is disputed by, on behalf of, or in the name or right of any Obligor. 18. REMEDIES. At the option of Bank, upon the occurrence of an Event of Default as described in Section 17 above, and without further notice or demand, which notice and demand is expressly waived by Obligors, (a) the entire outstanding Bank Indebtedness shall be immediately due and payable; and/or (b) Bank may (i) terminate its obligation to forbear hereunder; and (ii) exercise each and every right and remedy under the Loan Documents, this Agreement, at law, in equity or otherwise. 19. RELEASE AND INDEMNIFICATION. In order to induce Bank to enter into this Agreement, Obligors do hereby agree as follows: (a) Release. Each Obligor hereby fully, finally and forever acquits, quitclaims, releases and discharges Bank and its officers, directors, employees, agents, successors and assigns of and from any and all obligations, claims, liabilities, damages, demands, debts, liens, deficiencies or cause or causes of action to, of, or for the benefit (whether directly or indirectly) of any Obligor, at law or in equity, known or unknown, contingent or otherwise, whether asserted or unasserted, whether now known or hereafter discovered, whether statutory, in contract or in tort, as well as any other kind of character of action now held, owned or possessed (whether directly or indirectly) by any Obligor on account of, arising out of, related to or concerning, whether directly or indirectly, proximately or remotely (i) the negotiation, review, preparation or documentation of the Loan Documents or any other documents or agreements executed in connection therewith, (ii) the 11 administration of the Loan Documents; (iii) the enforcement, protection or preservation of Bank's rights under the Loan Documents, or any other documents or agreements executed in connection therewith, and/or (iv) any action or inaction by Bank in connection with any such documents, instruments and agreements (the "Release Claims"). (b) Covenant Not to Litigate. In addition to the release contained in Subsection lea) above, and not in limitation thereof, each Obligor does hereby agree that it will never prosecute, nor voluntarily aid in the prosecution of, any action or proceeding relating to the Released Claims, whether by claim, counterclaim or otherwise. (c) Transfer of Claims. If, and to the extent that, any of the Released Claims are, for any reason whatsoever, not fully, finally and forever released and discharged pursuant to the terms of Subsection 19(a) above, each Obligor does hereby absolutely and unconditionally grant, sell, bargain, transfer, assign and convey to Bank all of the Released Claims and any proceeds, settlements and distributions relating thereto. (d) Indemnification. The Obligors, jointly and severally, expressly agree to indemnify and hold harmless Bank and its officers, directors, employees, agents, successors and assigns, of and from any and all obligations, losses, claims, damages, liabilities, demands, debts, liens, costs and expenses of Bank and/or it officers, directors, employees, agents, successors and assigns that may be asserted by, or may arise out of, whether directly or indirectly, proximately or remotely, any investigation, litigation, or other proceedings initiated, undertaken or joined in by any Obligor or any other third party (including, without limitation, any agent, personal representative, heir, executor, successor or assign of that Obligor in connection with (i) the negotiation, review, preparation or documentation of any of the Forbearance Documents or any other documents or agreements executed in connection with the Bank Indebtedness, or any or them, (ii) the administration of the Forbearance Documents; (iii) the enforcement, protection or preservation of Bank's rights under the Forbearance Documents or any other documents or agreements executed in connection with the Forbearance Indebtedness, or any of them, (iv) the validity, perfection or enforceability of the Forbearance Documents, and/or (v) any action or inaction by Bank in connection with any of the foregoing. Each Obligor acknowledges that the foregoing is intended to be a general release with respect to the matters described therein. Each Obligor does hereby expressly acknowledge and agree that the waivers and releases contained in this Agreement shall not be construed as an admission of and/or the existence of any claims of any Obligor against Bank. Each Obligor does further acknowledge that, to the extent that any such claims may exist, they are of a speculative nature so as to be incapable of objective valuation and that, to the extent that any such claims may exist and may have value, such value would constitute primarily "nuisance" value or "leverage" value in adversarial proceeding between Obligors and Bank. In any event, each Obligor does hereby acknowledge and agree that the value to the Obligors of this Agreement and of the covenants and agreements on the part of Bank contained in this Agreement substantially and materially exceeds any and all value of any kind or nature whatsoever of any claims or liabilities waived or released by Obligors hereunder. 12 20. NO COURSE OF DEALING. (a) Termination of Waivers. Each Obligor does hereby acknowledge and agree that effective as of the date hereof any waiver or implied waiver by Bank of any obligation or covenant of the Obligors under the Loan Documents is expressly terminated and rescinded (except as expressly provided herein to the contrary) and that the Obligors are obligated to, and are expected by Bank to, strictly perform and comply with all of such obligations and covenants as provided in the Loan Documents. (b) Future Forbearance. Nothing contained herein shall be deemed to obligate Bank to enter into any other forbearance agreements or to waive any Events of Default. 21. COMMUNICATIONS AND NOTICES. All notices, requests and other communications made or given in connection with this Agreement or under the Loan Documents shall be in writing and, unless receipt is stated herein to be required, shall be deemed to have been validly given if delivered personally to the individual or division or department to whose attention notices to a party are to be addressed, or byprivate carrier, telecopy (with original forwarded by first class mail), or registered or certified mail, return receipt requested, in all cases with postage prepaid, addressed as follows, until some other address (or individual or division or department for attention) shall have been designated by notice given by one party to the other: To Bank: Manufacturers and Traders Trust Company 50 North Fifth Street PO Box 15210 Reading, PA 19612 Attention: James T. Grady, Vice President - Special Assets Department Telecopy Number: (610) 378-3917 With a copy to: Kozloff Stoudt 2640 Westview Drive P.O. Box 6286 Wyomissing, PA 19610 Attention: George C. Balchunas, Esquire Telecopy Number: (610) 670-2591 13 To Obligors: Kenneth W. Heiser M. Lucinda Heiser Coyle Lumber & Millwork, hic. Yellow Breeches Box Co. 1000 Sandbank Road PO Box 127 Mt. Holly Springs, PA 17065 22. EXCLUSIVE JURISDICTION. Obligors hereby consent to the exclusive jurisdiction of the Court of Common Pleas of Cumberland County, PA or any federal court located within the Middle Judicial District of Pennsylvania, and irrevocably agrees that, subject to the Bank's election, all actions or proceedings relating to the Loan Documents or the transactions contemplated hereunder shall be litigated in such courts, and Obligors waive any objection which they may have based on improper venue or forum non conveniens to the conduct of any proceeding in any such court and waives personal service of any and all process upon them, and consents that all such service of process be made by mail or messenger directed to them at the address set forth in Section 21 for Borrowers. Nothing contained in this Section 22 shall affect the right to Bank to serve legal process in any other manner permitted by law or affect the right of Bank to bring any action or proceeding against Borrowers or their property in the courts of any other jurisdiction. 23. CONSENT TO RELIEF FROM THE AUTOMATIC STAY. Each Obligor hereby agrees that if, during the forbearance term provided herein, an Obligor shall (i) file, or be the subject of, any bankruptcy petition filed with any bankruptcy court of competent jurisdiction, (ii) be the subject of any order for relief issued under such Title 11 of the United States Code, as amended, (iii) file or be the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for debtor, (iv) see, consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator, (v) be the subject of any order, judgment or decree filed against any Obligor for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under anypresent or future federal or state act or law relating to bankruptcy, insolvency, or other relief for debtors, the Bank immediately, and without further action by the Bank, shall be entitled to relief from any automatic stay imposed by section 362 of Title 11 of the United States Code, as amended, or from any other stay or suspension of remedies imposed in any other manner with respect to the exercise of any rights and remedies by the Bank against its Collateral and any proceeds thereof which otherwise is available to the Bank under Article 9 of the Uniform Commercial Code, as adopted in Pennsylvania, and as may be amended from time to time, or other applicable state law of any jurisdiction in which any collateral or proceeds may now or hereafter be located. Each Obligor does hereby irrevocably and unconditionally consent to such immediate relief and waives any and all defenses Obligors mayhave to any motion filed by the Bank requesting such relief. Each Obligor further agrees to take any and all actions necessary or required of it to entitle the Bank to the relief provided in this Section 23. 14 24. WAIVER OF RIGHTS OF SUBROGATION. Each Obligor does hereby fully, finally, unconditionally and irrevocably waive and release any and all rights that Obligor may have at any time (whether arising directly or indirectly, by operation of law or contract) to assert any claim against any other Obligor on account of payments made or obligations performed under the Loan Documents, this Agreement or any document related hereto, including but not limited to any and all rights of subrogation, reimbursement, exoneration, contribution, indemnity or marshaling. This waiver shall survive any termination or expiration of this Agreement. 25. WAIVERS. In connection with any proceedings hereunder, under any of the Loan Documents or in connection with the Obligations, including but not limited to any action by the Bank in replevin, foreclosure, or other court process, on in connection with any other action related to the Obligations or the transactions contemplated hereunder, each Obligor waives: (a) all errors, defects and imperfections in such proceedings; (b) all benefits under any present or future laws exempting any property, real or personal, or any part of any proceeds thereof from attachment, levy, or sale under execution, or providing for any stay of execution to be issued on any judgment recovered in connection with the Obligations, or in any replevin or foreclosure proceeding, or otherwise providing for any valuation, appraisal or exemption; (c) all rights to any inquisition on any real estate, which real estate maybe levied upon pursuant to a judgment obtained in connection with any of the Obligations and sold upon a writ of execution issued thereon in whole or in part, in any order desired by the Bank; (d) presentment for payment, demand, notice of demand, notice of non-payment, protest, and notice of protest of any Obligations; (e) any requirement for bond, security, or sureties required by statute, court rule or otherwise; (f) any demand for possession of any collateral prior to commencement of any suit; (g) any right to require or participate in the marshaling of any Obligor's assets; (h) all benefits under present or future laws permitting termination of any Guarantor's obligations to Bank by delivery of notice or otherwise, other than by performance of Guarantor's obligations hereunder and under the Guaranties; (i) all rights to claim or recover attorneys' fees and costs in the event that any Obligor is successful in any action to remove, suspend, or enforce a judgment entered by confession. 25. WAIVER OF RIGHTS UNDER CODE. Each Obligor hereby waives and 15 renounces such Obligor's: (a) rights under Section 9611 and 9612 of Article 9 of the Pennsylvania Uniform Commercial Code (the "Code") (13 P.S. 9611 and 9612) to notification of time and place of any public sale or the time after which after which any private sale or other intended disposition of any collateral is to be made; (b) rights under Section 9621 of the Code (13 P.S. 9621) to notification of any Bank proposal to retain any collateral in satisfaction of the Obligations; (a) rights under Section 9623 of the Code (13 P.S. 9623) to redeem any collateral by tendering fulfillment of all of the Obligations secured by such collateral. The Obligors further agree that disposition of any collateral by the Bank at any auction performed by a duly licensed auctioneer regularly engaged in the sale by auction shall be considered a sale in conformity with reasonable commercial practices and disposition of collateral at such an auction is commercially reasonable in accordance with Section 9610 of the Code (13 P. S. 9610). 26. PROCEEDS OF COLLATERAL. The Obligors agree that all monies, checks, notes, instruments, drafts or any payments relating to or constituting proceeds of any Collateral not ordinarily sold or transferred by any Obligor in the normal course of its business, including but not limited to any real property, fixtures or equipment, which proceeds come into the possession or under the control of an Obligor or any of its employees, agents, or other persons acting for or in concert with any Obligor, shall be received in trust for the Bank and shall be the sole and exclusive property of the Bank, and immediately upon receipt thereof, Obligors shall cause the same to remitted to the Bank. 27. CONFESSION OF JUDGMENT. EACH OBLIGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT BY CONFESSION, TO APPEAR FOR THAT OBLIGOR AT ANY TIME AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS IN ANY ACTION BROUGHT AGAINST THAT OBLIGOR HEREUNDER OR UNDER THE LOAN DOCUMENTS AT THE SUIT OF BANK, WITH OR WITHOUT COMPLAINT OR DECLARATION FILED, WITHOUT STAY OF EXECUTION, AS OF ANY TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST BORROWERS FOR THE ENTIRE BANK INDEBTEDNESS, TOGETHER WITH AN ATTORNEYS' COLLECTION COMMISSION OF FIFTEEN PERCENT (15%) OF THE AGGREGATE AMOUNT OF THE FOREGOING SUMS, BUT INNO EVENT LESS THAN $1,000.00; AND FOR SO DOING, THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALLNOT BE EXHAUSTED BY ANY EXERCISE THEREOF BUT SHALL CONTINUE FROM TIME TO 16 TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL THE BANK INDEBTEDNESS. 28. WAIVER OF RIGHT TO TRIAL BY JURY. EACH OBLIGOR AND BANK WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO HEREIN OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALING OF OBLIGORS WITH RESPECT TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT REFERRED TO HEREIN OR DELIVERED IN THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. OBLIGORS AND BANK AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF OBLIGORS AND BANK TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. OBLIGORS ACKNOWLEDGE THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT THEY FULLY UNDERSTAND ITS TERMS, CONTENT AND EFFECT, AND THAT THEY VOLUNTARILY AND KNOWINGLY AGREE TO THE TERMS OF THIS SECTION. 29. TIME OF ESSENCE. Time is of the essence of this Agreement. 30. INCONSISTENCIES. To the extent of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Loan Documents, the terms and conditions of this Agreement shall prevail. All terms and conditions of the Loan Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by Obligors. 31. BINDING EFFECT. This Agreement and all rights and powers granted hereby will bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 32. SEVERABILITY. The provisions of this Agreement and all other Loan Documents are deemed to be severable, and the invalidity or unenforceability of any provision shall not affect or impair the remaining provisions, which shall continue in full force and effect. 33. NO THIRD PARTY BENEFICIARIES. The rights and benefits of this Agreement and the Loan Documents shall not inure to the benefit of any third party. 34. MODIFICATIONS. No modification of this Agreement or any of the Loan Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought. 17 3 5. HOLIDAYS. If the day provided herein for the payment of any amount or the taking of any action falls on a Saturday, Sunday or public holiday at the place for payment or action, then the due date for such payment or action will be the next succeeding business day. 36. LAW GOVERNING. Notwithstanding anything in the Loan Documents to the contrary and regardless in what state the Forbearance Documents are deemed to have been executed, the Loan Documents shall be deemed to have been made, executed, delivered and accepted in Pennsylvania, and will be construed in accordance with and governed by the laws of such Commonwealth. 37. HEADINGS. The headings of the Articles, Sections, paragraphs and clauses of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement. 38. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. 39. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement among the parties hereto concerning the subject matter set forth herein and supersedes all prior or contemporaneous oral and/or written agreements and representations not contained herein concerning the subject matter of this Agreement. 40. RESULTS OF NEGOTIATION. Obligors acknowledge that they have been represented by counsel or that they have had an opportunity to consult with counsel in connection with the execution and delivery of this Agreement and that the terms and conditions of this Agreement are the result of negotiations between the parties hereto. Obligors further acknowledge that they have knowingly, (a) waived their right to (i) be heard prior to the entry of a judgement by confession and understand that, upon such entry, such judgment shall become a lien on all real property of Obligors in the county where such judgment is entered; and (ii) trial by jury, and (b) consented to relief from the automatic stay. Obligors acknowledge that such waivers and consents 18 constitute a material inducement for Bank to enter into this Agreement and they have been fully advised of the consequences of such provisions by their counsel. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. By: Atte: Witness Witness BANK: MANUFACTURERS AND TRADERS TRUST COMPANY By: J T. Grady, Vice sident 19 Date: May 20, 2005 ACT 91 NOTICE TAKE ACTION TO SAVE YOUR HOME FROM FORECLOSURE This is an official notice that the mortgage on your home is in default, and the lender intends to foreclose. Specific information about the nature of the default is provided in the attached pastes. The HOMEOWNER'S MORTGAGE ASSISTANCE PROGRAM (HEMAP) may be able to help to save your home. This Notice explains how the program works. impaired hearing can call (717) 780-1869). This Notice contains important legal information. If you have any questions, representatives at the Consumer Credit Counseling Agency may be able to help explain it. You may also want to contact an attorney in your area. The local bar association may be able to help you find a lawyer. LA NOTIFICACION EN ADJUNTO ES DE SUMA IMPORTANCIA, PUES AFECTA SU DERECHO A CONTINUAR VIVIENDO EN SU CASA. SI NO COMPRENDE EL CONTENIDO DE ESTA NOTIFICACION OBTENGA UNA TRADUCCION INMEDITAMENTE LLAMANDO ESTA AGENCIA (PENNSYLVANIA HOUSING FINANCE AGENCY) SIN CARGOS AL NUMERO MENCIONADO ARRIBA. PUEDES SER ELEGIBLE PARA UN PRESTAMO POR EL PROGRAMA LLAMADO "HOMEOWNER'S EMERGENCY MORTGAGE ASSISTANCE PROGRAM" EL CUAL PUEDE SALVAR SU CASA DE LA PERDIDA DEL DERECHO A REDIMIR SU HIPOTECA. HOMEOWNER'S NAME(S): PROPERTY ADDRESS: LOAN ACCT. NO.: ORIGINAL LENDER: CURRENT LENDERISERVICER: Kenneth W. Heiser and M. Lucinda Heiser 1000 Sandbank Road Mt. Holly Springs, PA 17065 3727713011 Keystone Financial Bank, N.A. Manufacturers and Traders Trust Company HOMEOWNER'S EMERGENCY MORTGAGE ASSISTANCE PROGRAM IF YOU COMPLY WITH THE PROVISIONS OF THE HOMEOWNER'S EMERGENCY MORTGAGE ASSISTANCE ACT OF 1883 (THE "ACT"), YOU MAY BE ELIGIBLE FOR EMERGENCY MORTGAGE ASSISTANCE: IF YOUR DEFAULT HAS BEEN CAUSED BY CIRCUMSTANCES BEYOND YOUR CONTROL, IF YOU HAVE A REASONABLE PROSPECT OF BEING ABLE TO PAY YOUR MORTGAGE PAYMENTS, AND IF YOU MEET OTHER ELIGIBILITY REQUIREMENTS ESTABLISHED BY THE PENNSYLVANIA HOUSING FINANCE AGENCY. TEMPORARY STAY OF FORECLOSURE -- Under the Act, you are entitled to a temporary stay of foreclosure on your mortgage for thirty (30) days from the date of this Notice. During that time you must arrange and attend a "face-to-face" meeting with one of the consumer credit counseling acencies listed at the end of this Notice. THIS MEETING MUST OCCUR WITHIN THE NEXT CONSUMER CREDIT COUNSELING AGENCIES -- If you meet with one of the consumer credit counseling agency listed at the end of this notice, the lender may NOT take action against you for thirty (30) days after the date of this meeting. The names addresses and telephone numbers of are set forth at the end of this Notice. It is only necessary to schedule one face-to-face meeting. Advise your lender immediately of your intentions. APPLICATION FOR MORTGAGE ASSISTANCE -- Your mortgage is in default for the reasons set forth later in this Notice (see following pages for specific information about the nature of your default.) If you have tried and are unable to resolve this problem with the lender, you have the right to apply for financial assistance from the Homeowner's Emergency Mortgage Assistance Program. To do so, you must fill out, sign and file a completed Homeowner's Emergency Assistance Program Application with one of the designated consumer credit counseling agencies listed at the end of this Notice. Only consumer credit counseling agencies have applications for the program and they will assist you in submitting a complete application to the Pennsylvania Housing Finance Agency. Your application MUST be filed or postmarked within thirty (30) days of your face-to-face meeting. YOU MUST FILE YOUR APPLICATION PROMPTLY. IF YOU FAIL TO DO SO OR IF YOU DO NOT FOLLOW THE OTHER TIME PERIODS SET FORTH IN THIS LETTER, FORECLOSURE MAY PROCEED AGAINST YOUR HOME IMMEDIATELY AND YOUR APPLICATION FOR MORTGAGE ASSISTANCE WILL BE DENIED. AGENCY ACTION -- Available funds for emergency mortgage assistance are very limited. They will be disbursed by the Agency under the eligibility criteria established by the Act. The Pennsylvania Housing Finance Agency has sixty (60) days to make a decision after it receives your application. During that time, no foreclosure proceedings will be pursued against you if you have met the time requirements set forth above. You will be notified directly by the Pennsylvania Housing Finance Agency of its decision on your application. NOTE: IF YOU ARE CURRENTLY PROTECTED BY THE FILING OF A PETITION IN BANKRUPTCY, THE FOLLOWING PART OF THIS NOTICE IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED AS AN ATTEMPT TO COLLECT THE DEBT. (If you have filed bankruptcy you can still apply for Emergency Mortgage Assistance.) HOW TO CURE YOUR MORTGAGE DEFAULT (Bring it up to date). NATURE OF THE DEFAULT --The MORTGAGE debt held by the above lender on your property located at 1000 Sandbank Road, Mt. Holly Springs, PA 17065 IS SERIOUSLY IN DEFAULT because: A. YOU HAVE NOT MADE MONTHLY MORTGAGE PAYMENTS for the following months and the following amounts are now past due: N/A Other charges payable include: Accrued Late Charges = $7,686.13 TOTAL AMOUNT PAST DUE: $7,686.13 ALSO B. YOU HAVE FAILED TO TAKE THE FOLLOWING ACTION: You have consistently failed to make your payments on time. Although the due date for each monthly payment is the 29" day of each month, you consistently remit your payments later than that date. You have also failed to comply with the payment and other terms of the following loans serviced by Manufacturers and Traders Trust Company, and are therefore in default under each of these loans: $20,000 Loan to Kenneth W. Heiser dated February 23, 1999 (Guaranteed by M. Lucinda Heiser) $25,000 Loan to Coyle Lumber & Millwork, Inc. dated April 23, 1999 (Guaranteed by Kenneth W. Heiser and M. Lucinda Heiser) $100,000 Loan to Coyle Lumber & Millwork, Inc. dated June 2, 2000 (Guaranteed by Kenneth W. Heiser and M. Lucinda Heiser) $60,000 Loan Coyle Lumber & Millwork, Inc. dated February 24, 2000 (Guaranteed by Kenneth W. Heiser and M. Lucinda Heiser) Under the terms and conditions of the $450,000 loan with respect to which you have given a mortgage on your home, a default under any of the 4 loans described above constitutes a default under the $450,000.00 loan. Additionally, you have failed to comply with the payment terms set forth in a Forbearance Agreement between each of you, Coyle Lumber & Millwork, Inc. and Manufacturers and Traders Trust Company dated December 15, 2004. Your failure to comply with that Forbearance Agreement constitutes a default. You have agreed that in the event of such a default, among other things, the bank may foreclose on your home. HOW TO CURE THE DEFAULT --You may cure the default within THIRTY (30) DAYS of the date of this notice BY PAYING THE TOTAL AMOUNT PAST DUE TO THE LENDER, WHICH IS NIA PLUS ANY MORTGAGE PAYMENTS AND LATE CHARGES WHICH BECOME DUE DURING THE THIRTY (30) DAY PERIOD. Payments must be made either by cash, cashier's check certified check or money order made payable and sent to: N/A You can cure any other default by taking the following action within THIRTY (30) DAYS of the date of this letter: BY PAYING ALL AMOUNTS DUE TO THE LENDER, WHICH IS $151,118.00, PLUS ANY PAYMENTS AND LATE CHARGES WHICH BECOME DUE DURING THE THIRTY (30) DAY PERIOD. Payments must be made either by cash cashier's check certified check or money order made payable and sent to: James T. Grady, Vice President Manufacturers and Traders Trust Company 50 North Fifth Street, PO Box 15210 Reading, PA 19612 IF YOU DO NOT CURE THE DEFAULT--If you do not cure the default within THIRTY (30) DAYS of the date of this Notice, the lender intends to exercise its rights to accelerate the mortgage debt. This means that the entire outstanding balance of this debt will be considered due immediately and you may lose the chance to pay the mortgage in monthly installments. If full payment of the total amount past due is not made within THIRTY (30) DAYS, the lender also intends to instruct its attorneys to start legal action to foreclose upon your mortgaged property. IF THE MORTGAGE IS FORECLOSED UPON -- The mortgaged property will be sold by the Sheriff to pay off the mortgage debt. If the lender refers your case to its attorneys, but you cure the delinquency before the lender begins legal proceedings against you, you will still be required to pay the reasonable attorney's fees that were actually incurred, up to $50.00. However, if legal proceedings are started against you, you will have to pay all reasonable attorney's fees actually incurred by the lender even if they exceed $50.00. Any attorney's fees will be added to the amount you owe the lender, which may also include other reasonable costs. If you cure the default within the THIRTY (30) DAY period, you will not be required to pay attorney's fees with respect to the mortgage debt only. OTHER LENDER REMEDIES -- The lender may also sue you personally for the unpaid principal balance and all other sums due under the mortgage. RIGHT TO CURE THE DEFAULT PRIOR TO SHERIFF'S SALE -- If you have not cured the default within the THIRTY (30) DAY period and foreclosure proceedings have begun, you still have the right to cure the default and prevent the sale at any time up to one hour before the Sheriffs Sale. You may do so by paying the total amount then past due, plus any late or other charges then due, reasonable attorney's fees and costs connected with the foreclosure sale and any other costs connected with the Sheriffs Sale as specified in writing by the lender and by performing any other requirements under the mortgage. Curing your default in the manner set forth in this notice will restore your mortgage to the same position as if you had never defaulted. EARLIEST POSSIBLE SHERIFF'S SALE DATE -- It is estimated that the earliest date that such a Sheriffs Sale of the mortgaged property could be held would be approximately three months from the date of this Notice. A notice of the actual date of the Sheriffs Sale will be sent to you before the sale. Of course, the amount needed to cure the default will increase the longer you wait. You may find out at any time exactly what the required payment or action will be by contacting the lender. HOW TO CONTACT THE LENDER: Name of Lender: Manufacturers and Traders Trust Company Address: 50 North Fifth St., PO Box 15210, Reading, PA 19612 Phone Number: (610) 378-3707 Fax Number: (610) 378-3917 Contact Person: James T. Grady EFFECT OF SHERIFF'S SALE -- You should realize that a Sheriffs Sale will end your ownership of the mortgaged property and your right to occupy it. If you continue to live in the property after the Sheriffs Sale, a lawsuit to remove you and your furnishings and other belongings could be started by the lender at any time. ASSUMPTION OF MORTGAGE -- You _ may or _x_ may not (CHECK ONE) sell or transfer your home to a buyer or transferee who will assume the mortgage debt, provided that all the outstanding payments, charges and attorney's fees and costs are paid prior to or at the sale and that the other requirements of the mortgage are satisfied. YOU MAY ALSO HAVE THE RIGHT: TO SELL THE PROPERTY TO OBTAIN MONEY TO PAY OFF THE MORTGAGE DEBT OR TO BORROW MONEY FROM ANOTHER LENDING INSTITUTION TO PAY OFF THIS DEBT. TO HAVE THIS DEFAULT CURED BY ANY THIRD PARTY ACTING ON YOUR BEHALF. TO HAVE THE MORTGAGE RESTORED TO THE SAME POSITION AS IF NO DEFAULT HAD OCCURRED, IF YOU CURE THE DEFAULT. (HOWEVER, YOU DO NOT HAVE THIS RIGHT TO CURE YOUR DEFAULT MORE THAN THREE TIMES IN ANY CALENDAR YEAR.) TO ASSERT THE NONEXISTENCE OF A DEFAULT IN ANY FORECLOSURE PROCEEDING OR ANY OTHER LAWSUIT INSTITUTED UNDER THE MORTGAGE DOCUMENTS, TO ASSERT ANY OTHER DEFENSE YOU BELIEVE YOU MAY HAVE TO SUCH ACTION BY THE LENDER. TO SEEK PROTECTION UNDER THE FEDERAL BANKRUPTCY LAW. CONSUMER CREDIT COUNSELING AGENCIES SERVING YOUR COUNTY Adams County Housing Authority 139-143 Carlisle St. Gettysburg, PA 17325 (717) 334-1518 CCCS of Western PA 2000 Linglestown Road. Harrisburg, PA 17102 (717) 541-1757 Community Action Commission of Capital Region 1514 Derry St. Harrisburg, PA 17104 (717) 232-9757 Loveship, Inc. 2320 North 5m St. Harrisburg, PA 17110 (717) 232-2207 Urban League of Metropolitan Harrisburg 2107 N. 6th Street Harrisburg, PA 17101 (717) 234-5925 Financial Counseling Services Services of Franklin 43 Philadelphia Ave. Waynesboro, PA 17268 (717) 762-3285 PHFA 2101 North Front St. PO Box 15530 Harrisburg, PA 17105 (717) 780-3940 TDD for hearing impaired: (717) 780-1869 ru N Q tRne4h Q Postage LF1 r 'S y 1 CBIIIIIBd Fee '$ J 11 stmark Q Return Receipt Fee (Endorsement Required) ^ [ Here Q Restncrad Dahi Fee F Q (Endorsement Required) :o WP ' ; r r Q Q 7 M v- rr Q r a qart 'I t 2, and 3. Also Complete a s ltbmt 4 if ITelivery is desired. X Agent a Pfftrt r 1 9- on the reverse Addressee ' he card to you. RBCaNed by ( Nome) C. Da t,,, ry fa Att ? Y .tire back of the mailplece, ?' 1Jry or on the , pace permits. t p. Is delivery address different from Item tt Y If YES, enter de(iveryaddress below: )<No /YJ. nr Ile- 16 etl Q PYJ•It X ,- /?ts v`Pf' n i 4 ,q S. 9. service type Express.Mall. "rtlflodMall E3 / 13 Registered ? Retum Re0elptfor Merchandise ?:InsuredMall, 0C.O.D. 4. Restricted Delivery?. (Extra Fee) 0 Y. i r PS Pomi 381 1, February 2004 Domesde RetUm Receipt 102595-02-M-1640 Vz ; r c r, ( DVI MANUFACTURES AND TRADERS TRUST COMPANY, Successor to KEYSTONE FINANCIAL BANK, N.A., Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW : No. vs. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants PRAECIPE FOR ENTRY OF APPEARANCE TO THE PROTHONOTARY: Sir, please enter the appearance of Marc A. Hess, Esquire, of the law firm of Henry & Beaver LLP whose address is 937 Willow Street, P.O. Box 1140, Lebanon, Pennsylvania 17042-1140, as attorney for Manufactures and Traders Trust Company, the Plaintiff in the above-captioned matter. Dated: 2005 1.L. t JJ / /Y N C,7 ?„ r?? , ry ?' ? ,-- 4'? ?, ?t . ? i ?` ,- f „ (,? `'lei Lf? =? lSl SHERIFF'S RETURN - REGULAR CASE NO: 2005-04371 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND MANUFACTURES AND TRADERS TRUST VS HEISER KENNETH W ET AL CPL. TREVOR KENT Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE HEISER M LUCINDA was served upon DEFENDANT the , at 1555:00 HOURS, on the 6th day of September, 2005 at CUMBERLAND CO SHERIFF'S OFFICE ONE COURTHOUSE SQUAR CARLISLE, PA 17013 by handing to M LUCINDA HEISER a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this day of Prot on tary So Answers: R. Thomas Kline 09/09/2005 HENRY & BEAVER By: / Deputy Sheriff SHERIFF'S RETURN - REGULAR CASE NO: 2005-04371 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND MANUFACTURES AND TRADERS TRUST VS HEISER KENNETH W ET AL CPL. TREVOR KENT Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE HEISER KENNETH W was served upon the DEFENDANT , at 1555:00 HOURS, on the 6th day of September, 2005 at CUMBERLAND CO SHERIFF'S OFFICE ONE COURTHOUSE SQUARE CARLISLE. PA KENNETH HEISER by handing to a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs Docketing 18.00 Service 4.80 Affidavit .37 Surcharge 10.00 .00 33.17 Sworn and Subscribed to before me this day of A.D. Pro 0 otary So Answers: R. Thomas Kline 09/09/2005 HENRY & BEAVER By: Deputy' Sheriff MANUFACTURES AND TRADERS TRUST COMPANY, Successor to KEYSTONE FINANCIAL BANK, N.A., Plaintiff vs. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 2005-4371 PRAECIPE FOR ENTRY OF JUDGMENT BY DEFAULT TO THE PROTHONOTARY: Please enter judgment by default in favor of Plaintiff, Manufactures and Traders Trust Company, successor to Keystone Financial Bank, N.A., and against Defendants, Kenneth W. Heiser and M. Lucinda Heiser, his wife, individually and jointly, for their failure to plead to the Complaint in this action within the time required. The Complaint contains a Notice to Defend within twenty (20) days from the date of service thereof. Defendants were served with the Complaint on September 6, 2005, and their answer was due to be filed on September 26, 2005. Attached as Exhibits "A" and "B" are copies of Plaintiffs written Notices of Intention to File Praecipe for Entry of Default Judgment which I certify were given in accordance with Pa.R.C.P. 237.1 by regular mail to the Defendants at their last known address on September 29, 2005, which is at least ten (10) days prior to the filing of this Praecipe. To the best of the undersigned's knowledge and belief Defendants are not represented by counsel of record in the within matter. Please enter judgment by default in favor of Plaintiff, Manufactures and Traders Trust Company, and against the Defendants, Kenneth W. Heiser and M. Lucinda Heiser, his wife, individually and jointly, in the amount of: Principal - $ 400,898.95 Interest to 8/18/05 - 740.55 Late Fees - 7,848.11 Attorney's Fees and Costs of Suit (estimated herein, actual to be collected) - 4,500.00 Prior Accrued and Unpaid Attorney's Fees (per Forbearance Agreement) - 6,000.00 Forbearance Fee - 4,000.00 Total - $ 423,987.61 Plus interest which continues to accrue at the contract rate after August 18, 2005, ($52.90 per diem) until paid in full, actual attorney's fees and costs of suit and all other amounts, fees, and costs incidental to execution and levy, being the amount demanded in the Complaint. H, B, 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 Attorney for Plaintiff - 2 - I.D, #55774 MANUFACTURES AND TRADERS TRUST COMPANY, Successor to KEYSTONE FINANCIAL BANK, N.A., Plaintiff vs. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants To: Mr. Kenneth W. Heiser 1000 Candhank Road U.S. POSTAL SERVICE CERTIFICATE OF MAILING MAY' RE USED FOR DOMESTIC AND INTERNATIONAL MAIL, DOES NOT PROVIDE FOR INSURANCE-POSTMASTER Rao ed From, ? O .G aric ok 04t? Onepi w of ordinary mail addressed to ?V'IIUI`??d?? (n I?3?r ? PS Form 3817, January 2001 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 2005-4371 NOTICE J HAVE FAILED TO ENTER A WRITTEN vEY AND FILE IN WRITING WITH THE 'O THE CLAIMS SET FORTH AGAINST AYS FROM THE DATE OF THIS ,GAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER. GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Services Court Administrator 4'" Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 HENRY & BEAVER LLP By: MAR S I.D. #55774 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 Attorney for Plaintiff - 2 - MANUFACTURES AND TRADERS TRUST COMPANY, Successor to KEYSTONE FINANCIAL BANK, N.A., Plaintiff VS. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants To: Mrs. M. Lucinda Heiser 1000 Sandbank Road Mount Holly Springs, PA 17065 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 2005-4371 Atfx fe. h.,e in stamps PS Form 3817, January 2001 OTICE SAVE FAILED TO ENTER A WRITTEN _Y AND FILE IN WRITING WITH THE ) THE CLAIMS SET FORTH AGAINST .YS FROM THE DATE OF THIS 3AINST YOU WITHOUT A HEARING )THER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Services Court Administrator 4w Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 HE] By: 937 Willow Street P.O. Box 1140 Lebanon, PA 17042-1140 (717) 274-3644 Attorney for Plaintiff - 2 - I.D.#55774 ? ? ? Y1 r.i _ G I ?1} O r'"' 1"i W Qr ?i ?1 e , n ` l ` i _?I--- ? ms "? MANUFACTURES AND TRADERS : IN THE COURT OF COMMON PLEAS TRUST COMPANY, Successor to CUMBERLAND COUNTY, PENNSYLVANIA KEYSTONE FINANCIAL BANK, N.A., CIVIL ACTION -LAW Plaintiff No. 2005-4371 VS. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants To: Mrs. M. Lucinda Heiser 1000 Sandbank Road Mount Holly Springs, PA 17065 NOTICE OF ENTRY OF JUDGMENT Pursuant to Pa.R.C.P. Rule 236 please be advised that judgment by default in the above proceeding was entered against you on (')c j. 17 , 2005, in the amount of: Principal - $ 400,898.95 Interest to 8/18/05 - 740.55 Late Fees - 7,848.11 Attorney's Fees and Costs of Suit (estimated herein, actual to be collected) - 4,500.00 Prior Accrued and Unpaid Attorney's Fees (per Forbearance Agreement) - 6,000.00 Forbearance Fee - 4,000.00 Total - $ 423,987.61 Plus interest which continues to accrue at the contract rate after August 18, 2005, ($52.90 per diem) until paid in full, actual attorney's fees and costs of suit and all other amounts, fees, and costs incidental to execution and levy. A copy of the Praecipe for Entry of Judgment by Default is attached hereto. Date: (.L4 2005 PROTHONOTARY By: - 2 - MANUFACTURES AND TRADERS IN THE COURT OF COMMON PLEAS TRUST COMPANY, Successor to CUMBERLAND COUNTY, PENNSYLVANIA KEYSTONE FINANCIAL BANK, N.A., CIVIL ACTION -LAW Plaintiff No. 2005-4371 VS. KENNETH W. HEISER and M. LUCINDA HEISER, his wife, individually and jointly, Defendants To: Mr. Kenneth W. Heiser 1000 Sandbank Road Mount Holly Springs, PA 17065 NOTICE OF ENTRY OF JUDGMENT Pursuant to Pa.R.C.P. Rule 236 please be advised that judgment by default in the above proceeding was entered against you on ©c-4 /:7 , 2005, in the amount of: Principal - $ 400,898.95 Interest to 8/18/05 - 740.55 Late Fees - 7,848.11 Attorney's Fees and Costs of Suit (estimated herein, actual to be collected) - 4,500.00 Prior Accrued and Unpaid Attorney's Fees (per Forbearance Agreement) - 6,000.00 Forbearance Fee - 4,000.00 Total - $ 423,987.61 Plus interest which continues to accrue at the contract rate after August 18, 2005, ($52.90 per diem) until paid in full, actual attorney's fees and costs of suit and all other amounts, fees, and costs incidental to execution and levy. A copy of the Praecipe for Entry of Judgment by Default is attached hereto. PROTHONOTARY By: Date: (7 2005 - 2 - Barry W. Sawtelle, Esquire Attorney No.: 42936 KOZLOFF STOUDT 2640 Westview Drive P.O. Box 6286 Wyomissing, PA 19610 (610) 670-2552 Attorneys for Plaintiff MANUFACTURERS AND TRADERS IN THE COURT OF COMMON PLEAS TRUST COMPANY, : OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA : CIVIL ACTION - LAW VS. KENNETH W. HEISER and M. LUCINDA HEISER, Defendants CASE NO: 2005-4371 PRAECIPE TO THE PROTHONOTARY: Kindly enter the judgment in favor of Plaintiff MANUFACTURERS AND TRADERS TRUST COMPANY and against Defendants KENNETH W. HEISER and M. LUCINDA HEISER in the above-captioned action as SATISIFIED AND PAID IN FULL upon payment of your costs. Kindly enter the above-captioned action as SETTLED, DISCONTINUED AND ENDED. KOZLOFF STOUDT FLLLJ JC r Itt± r) TAR y 201049 i r, t _4 Pill 2: 5'