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HomeMy WebLinkAbout97-04910 IlMIl A , IJ' INBTALL~ BALES AGREEH~NT rOR REAL ESTATE AND BUBIN!BB THIS AGREEMENT, made this 25th day of March, 1996, by and between: HARLAN J. KAHLER and JEAN H. KAHLER, husband and wife, and KAHLER'S PINE TREE INN, INC., of Newville, Cumberland County, Pennsylvania, hereinafter referred to as "Sellers"; and GREGORY A. SCOTT and LINDA A. SCOTT, husband and wife, and SCOTT'S PINE TREE INN, INC., of Hershey, Dauphin county, Pennsylvania, hereinafter referred to as "Buyers". WITNESSETH: WHEREAS, the Sellers are the owner$ in fee of certain parcel of real estate more particularly bounded and described herein in Exhibit "A" and t.he Buyers wish to purchase said real estate from Sellers; and WHEREAS, the Sellers are the owners of a business known as Kahlers' pine Tree Inn, Inc., located in Newville, Cumberland County, Pennsylvania; and WHEREAS, the parties have reached agreement for the sale of said real estate and business from Sellers to Buyers on the terms and conditions more fully set forth hereinbelow. NOW, THEREFORE, the parties hereto, in consideration of the above recitals and of the mutual covenants and promises made and to be kept herein below, and intending to be legally bound and to legally bind and to legally bind their heirs, successors, personal representatives, and assigns, do mutually Qovenant, promise, and agree as follows: 1 1. Sellers hereby agree to sell, grant and convey to Buyers, and Buyers hereby agree to purchase, subject to performance by Buyers of all the covenants, provisions, and conditions of this Agreement, the real estate (more particularly bounded and described on Exhibit "A") and the business known as Kahlers' pine Tree Inn, Inc. 2. The total price or consideration shall be Four Hundred Twenty Five Thousand ($425,000.00) Dollars shall be paid to the Sellers by Buyers in the following manner or way: (a) The sum of Twent.y-Five Thousand ($25,000.00) Dollars in cash or certified checK upon the execution of this Agreement, to be paid to Seller's Attorney who will hold said deposit in a non- interest bearing escrow account, receipt of which is hereby acknowledged by Sellers. This initial deposit is refundable if, and only if, Buyers are denied a liquor license similar in every way to the liquor license the Sellers currently have with the business, in all other respects it is non-refundable; and (b) The sum of Twenty Five Thousand ($25,000.00) Dollars in cash or certified cheCK upon initial settlement, which shall occur no later than July 1, 1996; and (c) The balance of Three Hundred Seventy Five Thousand ($375,000.00) Dollars, together with interest thereon at the rate of Nine and One-Half Percent (9.5\) simple interest per annum payable to Sellers at Sellers' address as listed herein (or at such other address or addresses as the Sellers may direct by written notice to Buyers) as follows: 2 . . a) The unpaid balance of Three Hundred Seventy-Five Thousand Dollars ($375,000.00) shall be paid by Buyers to Sellers according to the following terms and conditions: 1) Sellers shall finance for Buyers Three Hundred Seventy-Five Thousand Dollars ($375,000.00) of the purchase price as purchase money financing. The Buyers shall pay the Sellers the sum of Four Thousand Dollars ($4,000.00) per month for a term of five (5) years beginning with a payment due on July 13, 1996 and continuing on the 1st day of each and every month thereafter up to and inclUding a payment on June 13, 2001. Beginning on June 13, 2001, the Buyers shall pay the Sellers the sum of Five Thousand Dollars ($5,000.00) per month due on the 1st day of each and every month thereafter up to and including a payment on May 13, 2006. On the date of May 13, 2006, the Buyers shall pay in full to the Sell~rs the full amount of unpaid principal and any accrued interest or late fees. It is hereby agreed by the Buyers that absent a pre- payment, the accrued but not paid interest shall be Forty Two Thousand Two Hundred Fifty and 78/100 ($42,250.78) Dollars. 2) The Buyers shall secure their financial obligation to the Sellers by executing a Note pursuant to the financial terms and conditions set forth herein. 3 3) There shall be no penalty for prepayment of any or all of the principal of the amount of owner financing. 4) All payments shall be due on the 13th day of each month. Any payment not received by the Sellers on the 20th day of each month shall be subject to a five percent (5%) late fee. 51 Settlement shall take place on Monday, July 1, 1996 at the office of the Buyers' attorney provided that the Buyers have been able to complete the necessary paperwork to receivp. the approval for the transfer of the Sellers' current liquor license by the Pennsylvania Liquor Control Board. In the event that the transfer is not obtained by May 1, 1996, settlement shall be held no more than five (5) days after the Buyers receive their approval. (b) Payments shall be made by Buyers to Sellers by Buyers depositing the monthly payments directly into Sellers' Account with Orrstown Bank. 3. The Sellers agree to sa 11 and the Buyers agree to purchase the covenant not to compete, the existing liquor license, and the furnishings, fixtures and equipnent of the existing restaurant business at the price and upon the terms set forth herein. In addition, the Buyers will purchase at the Sellers' cost all of the stock and inventory of food stuffs, alcoholic and non-alcoholic beverages and related restaurant merchandise as set forth in an inventory agreed upon between the 4 parties on Monday April 29, 1996. The specific business assets shall include: a) The furnishings, fixtures and equipment of the restaurant described in Exhibit "B" attached hereto and by reference made a part hereof. b) Sellers' covenant not to compete, as described below. c) The existing liquor license which Sellers' have for the business. d) A list, inCluding name, address and telephone number, of all vendors and suppliers which Sellers used in connection with the business. 4. The total price or consideration shall be Four Hundred Twenty Five Thousand ($425,000.00) Dollars, PLUS the cost of inventory, supplies, alcoholic and non-alcoholic beverages and related merchandise, which shall be allocated as follows: a) Approximately 2.75 acres of land $ 10,000.00 b) Existing Buildings $175,000.00 c) Covenant not to compete $ 5,000.00 d) Existing liquor license $ 7,500.00 e) Equipment $227,500.00 TOTAL $425,000.00 5. Buyers hereby covenant, promise and agree to pay the full amount due and owing under this Agreement, to include any and all interest then due, within Ten (10) years of the date of this Agreement. Any failure to pay said sum to Sellers within 5 said Ten (10) year period shall be a substantial default on this Agreement and shall entitle Sellers to retain all monies paid pursuant to this Agreement and to all other remedies in case of non-payment or default as provided hereinbelow. 6. Upon full compliance with the terms and provisions of this Agreement by Buyers, including the payment provisions, Sellers covenant, agree and promise to deliver to Buyers a good and valid fee simple special warranty deed conveying the above- described real estate to Buyers free and clear of all liens, encumbrances, easements, and restrictions, accepting only existing restrictions and easements of roads, privileges, or rights of public service companies, if any, and any and all other matters which a physical inspection of the premises would disclose as of the date of this Agreement or all other matters which are recorded in the Recorder of Deeds Office in Cumberland County, Pennsylvania, as of the date of this Agreement, so as to the title to the above-described real estate shall be good and marketable and all ways and will be such as will be insured by any reputable title insurance company operating in the county which the real estate is situate, at regular rates, and without qualifications or exception. At the initial settlement, Sellers shall execute a deed in accordance with this paragraph number four which shall be held in escrow by Michael J. Hanft, Attorney- at-Law. which deed shall b~ delivered to Buyers upon Buyers' satisfaction of all of the terms, conditions, and provisions of this Agreement without further order or direction of Buyer.. At 6 the initial settlement, Buyers shall execute a quit claim deed, which shall be held in escrow by Michael J. Hanft, Attorney-at- Law, which deed shall be delivered to Sellers upon Buyers' breach of any of the terms, conditions, and provisions of this Agreement without further order or direction of Sellers. Buyers have the option of taking such title as Sellers can give at settlement (if Sellers are unable to give good or marketable title) or of being repaid all monies paid pursuant to paragraph 2 above plus interest at the legal rate of interest. 7. Real estate taxes, water and sewer rents, if any, together with trash and sanitation collection fees shall be apportioned pro rata as of the date of this Agreement and the parties shall bear their respective portions thereof. All transfer taxes imposed by any governmental body shall be borne solely and exclusively by the Buyers hereto at the time of final settlement. All real estate taxes, water and sewer rents, trash and sanitation collection fees, and all other taxes, assessments, and fees imposed by any local government or authority shall, after the execution of this Agreement, be borne exclusively by the Buyers, who hereby promise and warrant to hold the Sellers blameless for any failure to pay same and hereby agree to reimburse Sellers for any losses occasJ.oned by Buyers' failure to make such payments. 8. Possession is to be given at the time of the signing of this Agreement by the delivery of keys to the premises from Sellers to Buyers. 7 9. Buyers shall assume and be responsible for the said property and hereby covenant and agree to keep the property in as good of a condition and repair as it is as of the date of the signing of this Agreement, reasonable wear and tear resulting from reasonable and normal use excepted. No major improvements, repairs, or alterations shall be made to the said premises without the prior written consent of the sellers, which consent shall not be unreasonably withheld, and, in the event that any work whatsoever is done on the property, Buyers agree to secure stipulations against Liens from all contractors, subcontractors, and materialmen who work on the said premises or supply material thereto with such Stipulations against Liens running in favor or the Sellers and Buyers. And further, Buyers hereby agree that, at the conclusion of the performance of any such labor or the delivery or supply of any such materials in connection with any such construction, improvement, or work done on the premises, that Buyers shall have all contractors, subcontractors, and materialmen execute proper and binding Releases of Liens in favor of Sellers and Buyers. And further, Buyp.rs hereby covenant, promise, and agree to indemnify and save Sellers harmless from any and all claims for work done or material furnished in connection with Buyers maintaining, altering, and improving, or constructing the said premises. 10. A fire and exterded coverage insurance policy on the subjeot premises exclusive of the contents thereof, for the coverage of not less than Four Hundred Twenty-Five Thousand B ($425,000.00) Dollars will be purchased and maintained by, and at the expense of, the Buyers and, as of the date hereof, the pOlicies shall be endorsed by the insuring companies for the benefit of both the Sellers and Buyers as their respective interests m~y appear between the date of this Agreement and the final settlement hereunder. Buyers further agree to obtain, maintain, and keep in full force and effect during the term of this Agreement, general liability insurance in the amount of at least Five Hundred Thousand ($500,000.00) Dollars for accident, injury, or death arising out of any occurrence on or connected with the said premises and Buyers hereby further covenant, agree and promise to indemnify and save harmless the Sellers, their heirs, successors, personal representatives, and assigns, from any liability or loss, including Court and counsel fees for any defense litigation, resulting from any accident, injury, or occurrence on the said premises or connected in any way thereto. Additionally, Buyers further agree to obtain, maintain, and keep in full force and effect during the term of this Agreement, liquor liability insurance in the amount of Three Hundred Thousand ($300,000.00) Dollara for accident, injury, or death arising out of any occurrence on or connected with the liquor license and Buyers hereby further covenant, agree and promise to indemnify and save harmless the Sellers, their heirs, successors, personal representatives, and assigns, from any liability or 108S, inclUding Court and counsel fees for any defense litigation, resulting from any accident, injury, or occurrence on 9 the said premises or connected in any way thereto. Copies of the Declarations pages for each policy named above ahall be provided by Buyers to Sellers within Twenty (20) days of the policy date of each policy. 11. Such gas and electric fixtures, heating and plumbing systems, ranges, refr igerators, now in or on said premises and which are the property of Sellers are included in this sale. 12. As part of the purchase price and in consideration for the mutual promises made herein and the execution of this Agreement, the Sellers agree not to operate or own or participate in the operation of any bar or restaurant within a fifty (50) mile radius of Kahlers' Pine Tree Inn, Inc. located in Newville, Cumberland county, Pennsylvania for a period of five (5) years after the date of this Agreement. 13. Sellers hereby warrant and represent to Buyers that: a. To Sellers' knowledge there are no judgments, unrecorded mortgages liens, or claims of ownership outstanding against Sellers which would adversely affect Sellers' title to any of the real estate or business assets or the right of the Sellers to transfer such assets to the Buyers, except those items that have been specifically disclosed by the Sellers to the Buyers (Le., a mortgage with Orrstown Bank). b. Sellers are not a party to any written contract with the Sollers' employees. c. To the best of Se Uers' knowledge, Sellers are in full 10 compliance with all applicable federal, state, and local laws, ordinances and regulations relating to the conduct of the business and to the employment of labor, including provisions relating to wages, hours, payment of Social Security and income taxes, and that no claims for the payment of any of these items exists at the time of this Agreement. d. Sellers have no qualified or non-qualified deferred compensation plans for any employee, nor do Sellers maintain any employee welfare benefit plan. e. Except as provided in this Agreement and subject to any right or requirement or approval by any state agency, all agreements, contracts and leases which are part of the business assets are in full force and effect and are fully assignable by Sellers to Buyers. All tax returns, withholding returns, infor~ation returns, unemployment compensation returns and all other similar returns and reports required and due to be filed by Sellers by any federal, state, county, local or municipal government taxing authority pr lor to the date of this Agreement have been properly executed and filed or will be done when next due. 14. Buyers hereby represent and warrant to Sellers that Buyers have formed Buyers' own opinion as to the value and condition of the real estate, business, and business assets being purchased. Sellers and Buyers agree that Sellers' warranties include only such express written warranties as are contained in this Agreement. Except as expressly warranted and represented 11 herein, the business assets being purchased are being purchased by Buyers in "as is" condition. 15. Indemnification. a, Sellers agree to indemnify and hold harmless Buyers against, and in respect of the following: (i) A breach of any of the representations or warranties or covenants of Sellers set forth in this Agreement; and (ii) Any and all of any of the following debts, liabilities, and obligations of Sellers, either direct or indirect, accrued, absolute, contingent, or otherwise, and whether known or unknown, or due and payable, fixed or unfixed, choate or inchoate, liquidated or unliquidated, or secured or unsecured: (A) those existing prior to, and at, the final settlement date but not arising thereafter; and (B) those arising from any contract or commitment entered into or made, or any liabilities, acts, transactions, agreements, understandings, or obligations incurred, by Sellers (including without limitation obUgations .incurred prior to final settlement as the result of any cj,rcumstance or state of facts that occurred or ex.isted prior to f.inal settlement, such as a personal injury or property damage that is claimed to have occurred prior to final settlement) on or before the final ellttlementi and (iii) Any and all debts, liabilit.ies, and obligations of 12 Sellers for united states, state, or local taxes, assessments, or similar charges, including interest and penalties with respect thereto (without regard to the time such taxes may accrue or be determined or assessed), which are attributable or related to, or covering any period prior to or during which the final settlement occurs, for the portion thereof that ends on or before the close of business on the day of the completion of final settlement, and arising out of the Property. b. Sellers also agree to indemnify and hold harmless Buyers against and in respect of any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, settlements, costs, and other expenses (including, without limitation, attorneys' fees and expenses, including those incurred in connection with appellate proceedings, and costs of investigation incurred in defending against or settling any of the foregoing or any amounts paid in settlement thereof) incident to any of the matters Indemnified against under subparagraph 15 (a) above. c. Buyers agree to indemnify and hold harmless Sellers against and in respect of the following: (i) A breach of any of the r,presentations or warranties or covGnants of Buyers set forth in this Agreement; and (ii) Any and all of any of the following debts, liabilities, and obligations of Buyers, either direct or indirect, accrued, absolute, contingent, or otherwise, and 13 whether known or unknown, or due and payable, fixed or unfixed, choate or inchoate, liquidated or unliquidated, or secured or unsecured: (A) those existing prior to, at, and after the final settlement but not arising thereafter; and (B) those arising from any contract or commitment entered into or made, or any liabilities, acts, transactions, agreements, understandings, or obligations incurred, by Buyers (including without limitation obligations incurred prior to final settlement as the result of any circumstance or state of facts that occurred or existed prior to final settlement, such as a personal injury or property damage that is claimed to have occurred prior to final settlement) on or before the final settlement; and (iii) Any and all debts, liabilities, and obligations of Buyer for United states, state, or local taxes, assessments, or similar charges, including interest and penalties with respect thereto (without regard to the time such taxes may accrue or be determined or assessed), which are attributable or related to, or covering any period prior to or during which the final settlement occurs, for the portion thereof that ends on or before the clo.. of business on the day of the completion of final settlement, and arising out of the Property. d. Buyers also agr~e to indemnify and hold harmless Seller. against and in respect of any and all actions, suits, claim., proceedings, investigations, audits, demands, assessments, fin.., 14 judgments, settlements, costs, and other expenses (including, without limitation, attorneys' fees and expenses, inclUding those incurred in connection with appellate proceedings, and costs of investigation incur.red in defending against or settling any of the foregoing or any amounts paid in settlement thereof) incident to any of the matters indemnified against under subparagraph 15(C) above. 16. This Agreement is not assignable by the Buyers without the written consent, in advance, of the Sellers. Sellers shall have the right to withhold said consent. Any such prohibited assignment or purported assignment shall be a material breach by Buyers and shall automatically void this Agreement. 17. In the event that Buyers shall be in default of any of the terms and provisions of this Agreement, Sellers shall give written notice to Buyers, sent to Buyers' address as listed herein, of such default. Said notice shall be sent certified mail, return receipt requested, and the notice shall be effective as of the date of mailing if so mailed. If Buyers do not cure such default to the satisfaction of Sellers within thirty (30) days of Sellers' letter being mailed to Buyers, Sellers shall have the right, at Sellers' own and sole option, to any of the fOllowing remedies; (a) Sellers may declare this Agreement null and void and may retain any and all payments made by Buyers to Sellers pursuant to this Agreement and may at Sellers' sole optionl 15 retake possession of the premises, sue Buyers for the balance due under this Agreement, or both; (b) In the event (i) Buyers default under this Agreement; (ii) Buyers fail to cure the default after notice from Sellers in accordance with this paragraph 11; (iii) Sellers elect to take possession of the premises; and (iv) Sellers thereafter sell the premises to a third party, then the gross proceeds of such sale shall be disposed of in the following manner: (1) All costs of such sale shall be paid therefrom; (2) Sellers shall be paid the entire principal balance together with any accrued interest then due and owing from Buyers to Sellers under this Agreement to and including the date of such sale to which amount shall be added an attorney's fee equal to twenty (20%) percent of such principal and interest; (3) To the extent any portion of such close proceeds remain after the payment of the items set forth in paragraph 17(b) (1) and (2) (the "Excess Funds"), the Buyers shall be entitled to receive a portion of the excess funds which shall be equal to the gross proceeds of such sale less the amounts paid in accordance with paragraph 17(b) (1) and (2). In no event, however, shall such portion of the excess funds be paid to Buyers be greater than the total of (a) Four Hundred Twenty Five Thousand ($425,000.00) Dollars paid by Buyers to Sellers under paragraph 2 of this Agreement and (b) the amount of principal paid by Buyers to Sellers under this Agreement prior to Buyers' 16 default; and (4) The remainder of the excess funds, if any, shall be paid to Seller; (c) If the Buyers are in possession of the premises at the time Sellers declare this Agreement terminated and if Sellers elect to proceed in accordance with the provisions of Paragraph 17(b) of this Agreement, Buyers hereby authorize any attorney, as attorney for Buyers, to sign an agreement, for entering in any competent court, to an amicable action and judgment in ejectment against Buyers and all persons claiming under the Buyers, for the recovery of Sellers of possession of the premises, for which this shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior proceedings whatsoever, and Buyers hereby release Sellers from all errors and defects and Buyers hereby release Sellers from all errors and defects whatsoever and entering such action in ejectment, or causing such writ to be issued, or any proceedings thereon, or concerning the same, and hereby agree that no writ of error, obligation, or exception shall be made or taken thereto. (d) In the event Sellers do not take possession of premises pursuant to paragraph 17(b) of this Agreement, Buyers hereby authorize and empow'3r any attorney of any court of record of Pennsylvania or elsewhere to appear for and enter judgment against Buyers or either of them, in favor of Sellers for the total sum then due under the terms of this Agreement, together with costs of suit, release of heirs, without stay of execution, 17 with reasonap!e interest, and with ten (10%) percent added as reanonable attorney's fee and Buyers herepy waive and release all penefit and relief from any and all appraisement, stay, or exemption laws of any state now in torce or .lereinafter to pe passed. However, should Buyers default and/or no longer maintain a restaurant pusiness or bar during the term of this Agreement, it is specifically agreed that the Liquor License shall return to the Sellers for their use and/or disposal. 18. For purposes of this Agreement, the current address of Sellers is: J,:, // ///G/Y ,) /-';<!tE 7 .,) ]t k' "I/f:.7.J'7CJl(!'.'(/' P.-? /7:;c,d ; and address of Buyers is: 11/() ('{'de r ~) i / J(l IiOtJd /lJ1'U! vi /k Pc. 11J. If / . - 19. The failure of the Sellers to insist upon strict performance by Buyers of the terms of this Agreement shall not be construed as a waiver, release, or relinquishment thereof. 20. This Agreement contains the entire Agreement between the Buyers and Sellers and there are no other terms, obligations, covenants, representations, statements, or conditions or otherwise, of any kind whatsoever. Any modification of this Agreement shall be in writing and signed by all of the Partie~ hereto. 21. This Agreement is entered into in Cumberland County, Pennsylvania and shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania. 18 I' ' NOTE $375,000.00 June 13, 1996 J'or Value Readvad, GREGORY A. SCOTT, LINDA A. SCOTT, and SCOTT'S PINIl TRill! INN, IIIC., all of Newville, Cumberland County, Pennsylvania (he~einafter called "the Undersigned") promise to pay to the order of HARLAII J. KAHLER and JEAN H. ItAHLIlR, and ItAHLtlR'S PINE TREE INN, IIIC., their helrs, successors or assigns, in lawful money of the United states of America, the sum of THREE HUNDRED SEVENTY-FIVE THOUSAND ($375,000.00) DOLLARS and any addi tional moneys Joaned or advanced by any holder hereof as hereinafter provided, as follows: Interest will be charged on any unpaid principal until the full amount of principal has been paid. We will pay interest at the rate of nine and one-half (9.5%) percent simple interest per annum from date hereof. We will pay principal ano interest by making payments every month. We will make our payment on the 13th day of each month beginning July 13, 1996. Our monthly payments will be applied to interest before principal. If on May 13, 2006 we still owe amounts under this Note, we will pay those amounts in full on that date, which is called the maturity date. We will make my payments to HARLAN J. KAHLER and JEAN H. KAHLER, 56 D High street, stewartsstown, Pennsylvania 17363 or at a different place if required by Note Holder. From June 13, 1996 to May 13, 2001, our monthly principal and interest payment will be FOUR THOUSAND ($4,000.00) DOLLARS. From June 13, 2001 to May 13, 2006, our monthly principal and interest payment will be FIVE THOUSAND ($5,000.00) DOLLARS. It is hereby agreed by the Undersigned that absent a pre- payment, the accrued but not paid interest shall be Forty Two Thousand Two Hundred Fifty ilnd 78/100 1$42,250,78) Dollars. We have the right to make payments of principal at anytime before they are due. A payment of principal only is known as a "prepayment". We may make a full prepayment or partial prepayment without paying any prepayment charge. The Note Holder will use all of my prepayments to reduce the amount of principal we owe under this Note. If we make a partial prepayment, there will be no changes in the due date or in the amount of my monthly payment unless the Note Holder agrees in writing to those changes. t MIlI\I.AUA'r41J'1Hl11U\MAHI~~ll'llll 1 " This Note shall evidence and the Installment Sales Agreement for Real Estate and Business given to secure its payment shall cover and be security for any future loans Qr advances that may be made to or on behalf of the Undersigned by any holder hereof at any time or times hereafter and intended by the Undersigned and the then holder to be so evidenced and secured, as well as any sums paid by any holder hereof pursuant to the terms of said Installment Sales Agreement for Real Estate and Business, and any such loans, advance a or payments shall be added to and shall bear interest at the same rate as the principal debt. If we do not pay the full amount of each monthly payment on the date it is due, we will be in default. In case d~fault be made for the space of thirty (30) days in the payment of any installment of principal or interest, or in the performance by the Undersigned of any of the other obligations of this Note or said Installment Sales Agreement for Real Estate and Business, the entire unpaid balance of the principal debt, additional loans or advances and all other sums paid by any holder hereof to or on behalf of the undersigned pursuant to the terms of this Note or said Installment Sales Agreement for Real Estate and Business, together with unpaid interest thereon, shall at the option of the holder and without notice become immediately due and payable, and one or more executions may forthwith issue on allY judgment or judgments obtained by virtue hereof; and no failure on the part of any holder hereof to exercise any of the rights hereunder shall bo deemed a waivor of any such rights or of any default hereunder. The Undersigned hereby empower any attorney, or any employee of any court of record within the United States of America to appear for the Undersigned and, with or without complaint filed, confess judgment, or a series of judgments, against the Undersigned in favor of any holder hereof, as of any term, for the unpaid balance of the principal debt, additional loans or advances and all other sums paid by the holder hereof to or on behalf of the Undersigned pursuant to the terms of this Note or said Installment Sales Agreement for Real Estate and Business, together with unpaid interest thereon, cost of suit and an attorney's commission for collection of ten per cent (10\) of the total indebtedness or Five Hundred ($500.00) Dollars, whichever is the larger amount, on which jUdgment or judgments one or more executions may issue forthwith upon failure to comply with any of the terms and conditions of this Note or said Installment Sales Agreement for Real Estate and Business. The Undersigned hereby forever waive and release all errors in said proceedings, waives stay of execution, the right of inquisition and extension of time of payment, agrees to condemnation of any property levied upon by .. 1III1f..AlUUIW"'H"INIAUII'l~U"I'1 2 I, IIxhlblt B ,,, , , , , ,. " ~.. ~I_"",,,,,,~,,,,,,,, '."'.1."" .".. ~"""" @ " " i' " Exhibit C " , ' " , , " " "J' , , ". \. ", " I]CHI.IT D ~~ .,. f"- ..., IJo. .J "1 v1 ... ~ .... p s d- -'1 \:.:J ()' '" J' '1 -. J" .... i ~ ~ ~. ..-, .... J" , . ) i I t,1 , , ( ',' (' L' ~._I L LC " ,", " ,- , l.1 ,;' '.J " " ,/ ., , "