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Home My WebLink About01-03465 ~ , '": , , PROMISSORY NOTE ()/~ 3l/(PS- el:(( References in the shaded area are for Lenders use oniy and do not limit the applicability of this document to any particular loan or item. Any item above containin fl..." has been omitted due to text len th limitations. Borrower: WOLFE & SHEARER, REALTORS (TIN: 23-2385405) 33 SOUTH PITT STREET CARLiSlE, PA 17013 Lender: ORRSTOWN BANK HANOVER STREET OFFICE 22 SOUTH HANOVER STREET CARLiSlE, PA 17013 Principal Amount: $166,000.00 Interest Rate: 8.000% Date of Note: June 6, 2001 Maturity Date: September 6, 2001 PROMISE TO PAY. WOLFE & SHEARER, REALTORS ("Borrower") promises to pay to ORRSTOWN BANK ("Lender"), or order, In lawlul money 01 the United States 01 America, the principal amount 01 One Hundred Sixty Six Thousand & 001100 Dollars ($166,000.00), together with Interest at Ihe rate 01 8.000% pet annum on the unpaid principal balance lrom June 6, 2001, until pald In lull. PAYMENT. Borrower will pay this loan on demand. Payment In lull Is'due Immediately upon Lender's demand. If no demand Is made, Borrower will pay this loan In one principal payment 01 $166,000.00 plus interest on September 6, 2001. This payment due on September 6, 2001, will be lor all principal and ali accrued Interest not yet paid. In addition, Borrower will pay regular monthly payments 01 all accrued unpaid Interes! due as 01 each payment date, beginning July 6; 2001, with all subsequentlnleresl payments to be due on the same day 01 each month aner Ihat' Unless otherwise agreed or required by applicable law, paymenls will be applied first to accrued unpaid interest, then to principal, and any remaining amount 10 any unpaid collection costs and Iale charges. The annuallnteresl rale lor this Nole Is computed on a 365t360 baSIs: thai Is, by apptylng the rallo 01 the annual Inleresl rate over a year 01 360 days, multiplied by the oulslandlng principal balance, multiplied by the actual number 01 days the principal balance Is outstanding. Borrower will pay Lender at Lenders address shown above or at such other place as Lender may designate in writing. PREPAYMENT. Borrower may pay without penalty all or a poriion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower 01 Borrowers obligation to continue to make payments under the payment schedule. Rather, early payments will rMuce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "Without recourse", or similar ianguage. Ii Borrower sends such a payment, Lender may accept it without losing any 01 Lenders rights under this Note, and Borrower will remain obligeted to pay any fUrther amount owed to Lender. All written communicetions concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment In full" 01 the amount owed or that is tendered with other conditions or limitations or as full satisfaction Of a disputed amount must bemalledordeliveredto:ORRSTOWNBANK.P.O.BOX250SHIPPENSBURG.PA17257. LATE CHARGE. II a payment is 16 days or more late, Borrower will be charged 5.000% 01 the regularly scheduled paymenl or $50.00, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon tinal maturity, the total sum due under this Note will bear Interest from the date of acceleration or maturity at the interest rate on this Note. The interest rate will not exceed the maximum rate permitted by applicable law. DEFAULT. Each of the tollowing shall constitute an event 01 default ("Event 01 Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or lurnished or becomes false or misieading at any time thereafter. Death or Insolvency. The dissolution or termination of Borrower's existence as a going business or the death of any partner, the insolvency of Borrower, the appointment of a receiver .for any part of Borrowers property, any assignment for the benefit of oreditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any coilateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shail not apply if thera is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Allecllng Guaranlor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party Of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event at a death, Lender, at its option, may, but shall not be required to, permit the guarantors estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Events Affecting General Partner of Borrower. Any of the preceding events occurs with respect to any general partner of Borrower or any general partner dies or becomes incompetent. Change In OWnerShip. The resignation or expulsion of any general partner With an ownership interest of !wenty~five percent (25%) or more in Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. lnsecurlly. Lender in good faith believes itself insecure. Cure Provisions. If any defauit, other than a default in payment is curable and if Borrower has not been given a notice at a breach of the same provision of.lhis Note within the preceding !welve (12) months, it may be cured (and no event of default wiil have occurred) if Borrower, after receiving wnllen notice lrom Lender demanding cure of such default: (1) cures the default within fifteen (15) days: or (2) if the cure requires more than fifteen (15) days, immediately Initiates steps which Lendar deems in Lender's sole discretion 10 be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. ;'i~c ," lI\I!*l"~~,l, - -'-1 =,' ~" "" - ~ "~ ._,~ . '\ '" ", PROMISSORY NOTE (Continued) Page 2 LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid prtncipal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amoun!. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to heip collect this Note if Borrower does not pay. Borrower will pay Lender that amoun!. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic slay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future; However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authortzes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the debt against any and all such accounts, and, at Lendefs option, to administratively freeze all such accounts to allow Lender to protect Lendefs charge and setoff rtghts provided in this paragraph. SUCCESSOR INTERESTS. The terms of this Nola shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us If we report any inaccurate information about your account(s) to a consumer reporting agency. Your wrttten notice describing the specific Inaccuracy(ies) should be sent to us at the following address: ORRSTOWN BANK P.O. BOX 250 SHIPPENSBURG, PA 17257 GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rtghts of Lender shall not preclUde Lendefs right to declara payment of this Note on its demand. Lender may delay or forgo enforcing any of its rights or ramedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party, partner, or guarantor or collateral; or Impair, fall to realize upon or perfect Lendefs securtty interest in the collateral; and lake 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 affeclthe enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BAlANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($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 AUTHORI1Y GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORI1Y, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: Seal) By: Seal) ILASEFl PRO LendIng, Ver. 5.16.11.02 (c) Concenlnx lncorporaled 1997,2001. 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