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HomeMy WebLinkAbout01-05020 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS I AND LOAN ASSOCIATION AND No. 01 - ,S'be26 ?iu?l. HARRIS SAVINGS BANK Plaintiff Vs. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a copy of which is attached hereto, I appear for the above Defendants and confess judgment in favor of the Plaintiff and against the Defendants, as follows: Principal Balance Interest through 8-24-01 Late Charges Reasonable Attorneys Fees (10%) $21,077.43 $ 584.88 $ 356.98 $ 2,107.75 Total Judgment entered as above. $24,127.04 By: .-Jo ?AltA. Benjamin F. Rig r,( Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105 Phone: (717) 815-4518 I. D. No. 72030 z- ?.a , ._ ti I IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment COMPLAINT AND NOW, to wit, this 271- - day of August, 2001, comes Waypoint Bank, Plaintiff, by and through its attorney, Benjamin F. Riggs, Jr., and files this Complaint upon a cause of action whereof the following is a statement: 1. The Plaintiff is Waypoint Bank, a corporation organized and existing under the laws of the United States of America, and it is registered to do business in Pennsylvania, with offices for the purpose of doing business at 235 North Second Street, Harrisburg, Pennsylvania. 2. The Defendants, Charles L. Noel and Pamela L. Noel, husband and wife., whose address is 250 Oak Grove Court, Mechanicsburg, Cumberland County, Pennsylvania, 17055. 3. That attached hereto and incorporated herein by reference thereto is a copy of the original instrument executed by the Defendant authorizing confession of judgment (Guaranty dated April 8, 1999). 4. The attached instrument has not been assigned. 5. That the judgment to be entered does not involve a loan defined as a "consumer credit transaction" in accordance with Annex A. to Title 231, Chapter 2950, Rule 2951(a)(2). 6. That judgment has not been entered on the attached instrument in any jurisdiction. 7. The attached instrument provides for confession of judgment against the Defendant, at the Plaintiffs option. Plaintiff has exercised its option to confess judgment pursuant to the terms of the instrument for an amount which the Defendant may become liable. 8. As a consequence of the foregoing, the Defendant is liable to the Plaintiff as follows, as of August 24, 2001: Principal Balance $21,077.43 Interest through 8-24-01 $ 584.88 Late Charges $ 356.98 Reasonable Attorneys Fees (10%) $ 2,107.75 Total $24,127.04 WHEREFORE, Plaintiff Waypoint Bank demands judgment against the Defendant in the total sum as authorized by the Warrant appearing in the attached instrument. By: Benjami F. Rig Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I.D. No. 72030 4 C)COMMERCIAL GUARANTY Guarantor: Charles L. Noel and Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Charles L. Noel and Pamela L. Noel ("Guarantor") absolutely and unconditionally guarantee and promise to pay, jointly and severally, to Harris Savings Bank ("Lender") or its order, In legal tender of the United States of America, the Indebtedness (as that term is defined below) of Hoop-Net Tour Productions, Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word'Borrower" means Hoop-Net Tour Productions, Inc.. Guarantor. The word "Guarantor" means Charles L. Noel and Pamela L. Noel, who are signing this Guaranty jointly and severally. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated April 8, 1999. Indebtedness. The word "Indebtedness" is used in its most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations, debts, and indebtedness to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. Lender. The word "Lender" means Harris Savings Bank, its successors and assigns. 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 Indebtedness. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness. Accordingly, no payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. The obligations of Guarantors shall be joint and several. Lender may proceed against any of the Guarantors individually, against any group of Guarantors, or against all the Guarantors in one action, without affecting the right of Lender to proceed against other Guarantors for amounts that are covered by this Guaranty. Any inability of Lender to proceed against any Guarantor (whether caused by actions of a Guarantor or of Lender) will not affect Lender's right to proceed against any or all remaining Guarantors for all or part of the amounts covered by this Guaranty. DURATION OF GUARANTY. This Guaranty will take, effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. Notice of revocation shall be effective only as to the particular Guarantor providing the notice, and shall not affect the liability of other guarantors. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing', Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. !Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation as set forth above; to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including Increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the, payment of this Guaranty or the indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collaleraf; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's Borrower: Hoop-Net Tour Productions, Inc. Lender: Harris Savings Bank 250 Oak Grove Court 234 N. Second Street Mechanicsburg, PA 17055 P 0 Box 1711 Harrisburg, PA 17105 .; ? - ?}ufli{w?'???. -'_'?hE'?=J ,. ,, rr?,€. ?7ezE"rtt?.'?wr??a w.i_mi?adaRa Yllltl9?ad5`s?W'aY'nnwv.aiae3n. vu-w.c?skxaek4n F'a 04-08-1999 COMMERCIAL GUARANTY Page 2 Loan No 8876000791 (Continued) sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (e) to determine how, when and what application of payments and credtfs shall be made on the indebtedness; (f) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, )ease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be hue and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (i) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and Q) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding -Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S- WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of -- rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the - Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is-commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness: If payment is made by Borrower; whether voluntarily or otherwise, or by any - third party, on the Indebtedness and thereafter Lender is forced to remit the amount of. that payment to Borrower's. trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower - becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower;, provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents'and to take such other actions as Lender deems necessary or appropriate to perfect, preserve aqd enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The folloiscellaneous provisions are a part of this Guaran a ? k aQq_pg_lggg COMMERCIAL GUARANTY 0 Loan No 8876000791 (Continued) Page 3 Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty 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. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section titled "DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor;" "Borrower;" and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty 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, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not.prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS 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 GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT 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 GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED 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 GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. THE LIEN ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEND TO ANY OF GUARANTOR'S RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY 30,.]974 .(PA. LAWS 13, NO. 6), REFERRED TO AS THE LOAN INTEREST AND PROTECTION LAW, AS AMENDED, AND THE HOLDER OF ANY JUDG'?yT=, [;ONFESSED OR ENTERED PURSUANT TO THE FORGOING AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT,'EX'ECUTE, L=EVY- OR OTHERWISE PROCEED AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY; PROVIDED, HOWEVER, THAT THE LIEN OF',SUCH 'JUDGMENT SHALL EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE; LEVY OR PROCEED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS C O & T,EJAPLATED BY SECTION 407 OF SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 2981 TO 2986 OF THE PENNSYLVANIA RULES- CtWL PF*CEDURE, OR SUCCESSOR OR SIMILAR STATUTES AND RULES. NO LIMITATION OF LIEN OR ANY EXECUTION, LEVY djF1,10THER ENFORCEMENT CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED T) HER THAN BY THE FOREGOING AUTHORITY TO CONFESS OR ENTER JUDGMENT. - - EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AAREES TO ITS TERMS. IN ADDITION, EACH GUARANTORUNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S'EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED APRIL 8, 1999. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED GUARANTOR: ,??ta?'€1,1'Sws4iw Z I ?._,_, a'+"tk§Rx]akSS4u:'?.i ae• k:'Ei a, vr. , + 9 n „ a....'..?i.€?£??a^N,."b,iw.ro-?N ?r ?.+nm,?a??„avua.????e? " - - - •-°a¢a?xffit ' ?f 04-08-1999 COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT STATE OF ) )Ss COUNTY OF ) On this, the ? day of 19 , before me 1?11U L.• the undersigned Notary Public, personally appear dd Charles Noel and Pamela L. Noel, known to me (or satisfactorily proven) to be the persdn whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. In ' r nto set m and and official seal. Notarial Neal kCetly I_ Weaver, Notary Public New Cumberland Eoro, Curnbertand County MY Commission Expires Oct. 2, 2000 Notary Public i and for the State of lZ.c LASER PRO, Reg, u. . Pa . 1 ProSerOces, Inc. All rights reserved. IPA-E20 HOOP.LN C2.OVLI DISCLO E FOR CONFESSION OF GMENT Guarantor: Charles L. Noel and Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF? '19 97, A GUARANTY FOR AN UNLIMTED AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUD MELCIS\QGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: tf7?yJ/) B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LEND ECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. INITIALS C. AFTER HAVING READ AND DETERMINED WI H OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. AFFIAN LASER PRO, Reg, U.S. Pat. & T.M. Off., Ver. 3.26b (c)1999 CFI ProServices, Inc. All rights reserved. [PA-D30 F3.26 HOOP. LN C2.OVLI Borrower: Hoop-Net Tour Productions, Inc. Lender: Harris Savings Bank 250 Oak Grove Court 234 N. Second Street Mechanicsburg, PA 17055 P 0 Box 1711 Harrisburg, PA 17105 VERIFICATION I verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. I further verify that I am a Vice President of WAYPOINT BANK, and that as such, I am authorized to make this Verification on its behalf. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsification to authorities. WAYPOINT BANK Date: d,716I By: Senior Vice ?a zi M \w? IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS n AND LOAN ASSOCIATION AND No. pl - 562a l ivL c HARRIS SAVINGS BANK t Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment Commonwealth of Pennsylvania County of York Before me, a Notary Public for York County, Pennsylvania, personally appeared Benjamin F. Riggs, Jr., Attorney for the Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the Defendants above named is not in the military service of the United States of America, that he has personal knowledge that the said Defendants Charles L. Noel and Pamela L. Noel's last-known address is 250 Oak Grove Court, Mechanicsburg, Cumberland County, Pennsylvania 17055. Sworn and subscribed before me this P-70-day of August, 2001 Notary Public LVLJ" Benjami F. Ri r., Attorney for Plaintiff I.D. No. 72030 My Commission expires: Notarial Seal Sandra M. Aulbadr, Notary Public City of York, York County My Commission Expires May 9, 2005 Member, PennsvWanlaAsaoCiationof Notaries ca .. ? ?' f?., ?» `;,' _. v?? t?a ?-- ?_'; - ?_ {`' -=: ,? C5 .w .. -:?i ---? ?- .. ?'r -? ? ?' cp =e _? - .x??.?m±?rzwwxnwampxtwamwweu '.w-???.?:,?,mea a uro?rtt.xw.?> ? :? ?- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS ! AND LOAN ASSOCIATION AND No. nj _ a ?ic?cl? Lit HARRIS SAVINGS BANK ` Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment OFFICE OF THE PROTHONOTARY OF YORK COUNTY CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I hereby certify that the precise mailing address of the Plaintiff is: P. O. Box 1711, Harrisburg, Pennsylvania 17105-1711 I hereby certify that the precise mailing address of the Defendants, Charles L Noel and Pamela L. Noel is: 250 Oak Grove Court, Mechanicsburg, Pennsylvania 17055 By: , Benjami . Rigg , Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I.D. No. 72030 C7 C-? c C:D D 4 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS n AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment NOTICE OF DEFENDANTS' RIGHTS TO: Charles L. Noel Pamela L. Noel 250 Oak Grove court Mechanicsburg, PA 17055 Ajudgment in the amount of $24,127.04 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by your. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT T A JUDGE WITHIN THRITY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYEER AT ONCE. IF YOU DO NOT HAVE A LAWYER AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 2 Liberty Avenue Carlisle, PA 17013 Telephone: (717) 249-3166 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment CERTIFICATE OF SERVICE AND NOW, to wit, this ,,27kJ- day of August, 2001, I, Benjamin F. Riggs, Jr., Esquire, attorney for Plaintiff Waypoint Bank of 235 North Second Street, Harrisburg, Pennsylvania, hereby certify that I served a true and correct copy of the Notice of Defendants' Rights filed in the above captioned matter by certified, first class mail, return receipt requested, as well as first class mail, postage prepaid, on the Defendants, on the a day of August, 2001, as follows: Charles L. Noel Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 By: 40 - Z. A, Benjami F. Ri . Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I. D. No. 72030 f , (-7 ril i . r.? -:: ". ?ain.3::uerlP,';?SF?0C1 mvas?+^."a tirg3?T+s'E KT» c.. .if^eY` 3 ? il.?zy4?w`o .,>. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. ()I - ,S'OeZ? Lrc? c HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment NOTICE OF FILING JUDGMENT ( ) Notice is hereby given that a judgment in the above-captioned matter has b en entered against you in the amount of $ 24,127.04 on the ay of August, 2001. ( ) A copy of all documents filed with the Prothonotary in support of the within judgment is/are enclosed. Prothonotary Civil Div. If you have any questions concerning the above case, please contact the following party: Benjamin F. Riggs, Jr. (I.D.#72030) Attorney for the Plaintiff 235 North Second Street P. O. Box 1711 Harrisburg, Pennsylvania 17105-1711 Telephone: (717) 815-4518 (This Notice is given in accordance with Pa.R.C.P. 236.) Notice sent: Charles L. Noel Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 - .. ?.. - o O S Q O -7 Co ri) c4.:; :. s 0 o Q = O y _ aG CD Ul O 3 0 2. T-1 !5 co r r o ;: G7 Z co ° o< o- n D -p 0 D °c (C o 13 COO-i Z. yN MZ=v mC n m- omOOmyr `9 mr mO0 ?m9Z0 yNyOm 0 =M== D N -- Dy _W ?- m N ? m O m - 9 OD- - IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. ts% I .,S'G6Zb l.tvi4 HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a copy of which is attached hereto, I appear for the above Defendants and confess judgment in favor of the Plaintiff and against the Defendants, as follows: Principal Balance Interest through 8-24-01 Late Charges Reasonable Attorneys Fees (10%) $21,077.43 $ 584.88 $ 356.98 $ 2,107.75 Total Judgment entered as above. $24,127.04 By: Benjamin F. Rig r Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105 Phone: (717) 815-4518 I.D. No. 72030 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment COMPLAINT AND NOW, to wit, this a -7 0- day of August, 2001, comes Waypoint Bank , Plaintiff, by and through its attorney, Benjamin F. Riggs, Jr., and files this Complaint upon a cause of action whereof the following is a statement: 1. The Plaintiff is Waypoint Bank, a corporation organized and existing under the laws of the United States of America, and it is registered to do business in Pennsylvania, with offices for the purpose of doing business at 235 North Second Street, Harrisburg, Pennsylvania. 2. The Defendants, Charles L. Noel and Pamela L. Noel, husband and wife., whose address is 250 Oak Grove Court, Mechanicsburg, Cumberland County, Pennsylvania, 17055. 3. That attached hereto and incorporated herein by reference thereto is a copy of the original instrument executed by the Defendant authorizing confession of judgment (Guaranty dated April 8, 1999). 4. The attached instrument has not been assigned. 5. That the judgment to be entered does not involve a loan defined as a "consumer credit transaction" in accordance with Annex A. to Title 231, Chapter 2950, Rule 2951(a)(2). 6. That judgment has not been entered on the attached instrument in any jurisdiction. 7. The attached instrument provides for confession of judgment against the Defendant, at the Plaintiffs option. Plaintiff has exercised its option to confess judgment pursuant to the terms of the instrument for an amount which the Defendant may become liable. 8. As a consequence of the foregoing, the Defendant is liable to the Plaintiff as follows, as of August 24, 2001: Principal Balance $21,077.43 Interest through 8-24-01 $ 584.88 Late Charges $ 356.98 Reasonable Attorneys Fees (10%) $ 2,107.75 Total $24,127.04 WHEREFORE, Plaintiff Waypoint Bank demands judgment against the Defendant in the total sum as authorized by the Warrant appearing in the attached instrument. By: Benjami F. Rig . Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I.D. No. 72030 -Hm F _ COMMERCIAL GUARANTY area are for Lender's use Borrower: Hoop-Net Tour Productions, Inc. 250 Oak Grove Court Mechanicsburg, PA 17055 Lender: Harris Savings Bank 234 N. Second Street P O Box 1711 Harrisburg, PA 17105 Guarantor: Charles L. Noel and Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Charles L. Noel and. Pamela L. Noel ("Guarantor") absolutely and unconditionally guarantee and. promise to pay, jointly and severally,, to Harris Savings Bank ("Lender") or its order, in legal" tender of the United States of America, the indebtedness (as that term is defined below) of Hoop-Net Tour Productions, Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor Is unlimited and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word "Borrower" means Hoop-Net Tour Productions, Inc.. Guarantor. The word "Guarantor" means Charles L. Noel and Pamela L. Noel, who are signing this Guaranty jointly and severally. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated April 8, 1999. Indebtedness. The word "Indebtedness" is used in its most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations, debts, and indebtedness to Lender, now existing. or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations; and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily, or involuntarily incurred, due. or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness' may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. Lender. The word "Lender" means Harris Savings Bank, Its successors and assigns. 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 Indebtedness. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason ofacceleration or otherwise, of all Indebtedness. Accordingly, no payments made upon the Indebtedness will discharge or diminish the. continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. The obligations of Guarantors shall be joint and several. Lender may proceed against any of the Guarantors individually, against any group of Guarantors, or against all the Guarantors in one action, without affecting the right of Lender to proceed against other Guarantors for amounts that are covered by this Guaranty. Any inability of Lender to proceed. against any Guarantor (whether caused by actions of a Guarantor or of Lender) will not affect Lender's right to proceed against any or all remaining, Guarantors for all or part of the amounts covered by. this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and Will continue in full force until all Indebtedness incurred or contracted before receipt by Lender, of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's. written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent,' unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. Notice of revocation shall be effective' only as to the particular Guarantor providing, the notice, and shall not affect the liability of other guarantors. This Guaranty will continue to bind,,,Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including, any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness; This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or. other legal representative may terminate, this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A.revocation received' by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur. in the aggregate amount of Indebtedness covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedness, even to zero dollars ($0:00), prior to written revocation ofthis Guaranty by' Guarantor shall :not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand; and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation as. set forthabove, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms ofthe Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's and do not limit t i!.rV Y+E .Ss .. k. -- w_ ,.s re. i.4 I ,.,. rs,e.e ?. 1., ui: t?ti;dMiF9;i?6?8?k3k54?#Y ffi!ma .. ? _,vn3te:3HIYARxz? MA) _ 1 04-08-1999 COMMERCIAL GUARANTY Page 2 Loan No 8876000791 (Continued) sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness;, (q to apply such security . and direct the,order or manner of sale thereof, including without limitation, any non?Udicial sale permitted, by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; '(g) to sell, transfer, assign, or grant participations in all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty In whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b). this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree. or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest; therein; (f) upon Lender's request, Guarantor will provide to tender financial and credit information in form acceptable to Lender, and all -suchfinancial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all. material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantors risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. - - GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantors. subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or. by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses. given to guarantors at law.or in equity other than actual payment and performance of the Indebtedness; If payment ismade by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrowers trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the.lndebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantors obligations to Lender under this Guaranty and to the extent permitted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, fills and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall continue in full force and effect unfit such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, thatsuch assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a Fend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The folio miscellaneous provisions are a part of this Guarani 04-08-1999 COMMERCIAL GUARANTY Page 3 Loan No 8876000791 (Continued) Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty 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. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' tees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by teletacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section fitted "DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases. where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of, them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty 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, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, ANDANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS 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 HUNDREDDOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS. GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE`FROM TIME TO TIME AND AT ALL TIMESUNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED 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 TOE GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. THE LIEN ARISING. FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEND TO ANY OF GUARANTOR'S RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN THE PENNSYLVANIA ACT OF JANUARY 30, 1974 (PA. LAWS 13, NO. 6), REFERRED TO AS THE LOAN. INTEREST AND PROTECTION LAW, AS AMENDED, AND THE HOLDER OF ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FORGOING AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT, EXECUTE, LEVY OR OTHERWISE PROCEED: AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY; PROVIDED, HOWEVER, THAT THE LIEN OF SUCH JUDGMENT SHALL EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE, LEVY OR. PROCEED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION 407 OF SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 2981 TO 2986 OF THE PENNSYLVANIA RULES-OF CIVIL PROCEDURE, OR SUCCESSOR OR SIMILAR STATUTES AND RULES. NO LIMITATION OF LIEN OR ANY EXECUTION, LEVY OR OTHER ENFORCEMENT CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED OTHER THAN BY THE FOREGOING AUTHORITY TO CONFESS OR ENTER JUDGMENT. - EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR: UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS. GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS. DATED APRIL 8, 1999. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED GUARANTOR: 04-08-1999 Loan Nes88 COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT STATE OF ) )SS COUNTY OF On this, the gr-- day of , 19_, before me the undersigned Notary Public, personally appear, d Charles L. Noel and Pamela L. Noel; known to me (or satisfactorily proven) to be. the person whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. In w rent. I hereunto set m hand and official seat. otae Seai Kelly ! Weaver, r, r, Notary Public New Cumberland L'.ore, CumbertSed County /lei i4y Cotorr lision;GxpsreS OCt. P, 2vUO - - Notary Public i and for the State of /le - DISCI-M 1E FOR CONFESSION OF, :)GMENT s Ilturl i?atl? N+? f?BIE t'>?r1? ArtcD1?>rai aded area are for Lender's use only and do not limit the applicability of this document to any p Borrower: Hoop-Net Tour Productions, Inc. Lender: Harris Savings Bank 250 Oak Grove Court 234 N. Second Street Mechanicsburg, PA 17055 P 0 Box 1711 Harrisburg, PA 17105 Guarantor: Charles L. Noel and Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 loan or item. DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS D DAY OF *tci- _'19 9?, A GUARANTY FOR AN UNLIMTED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING, ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUD MF,N'r+?QGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: d.J/1 B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION, IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE GUARANTY; BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LEND ECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. INITIALS C. AFTER HAVING READ AND DETERMINED WH H OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. LASER PRO, Reg. U.S.Pat. BT.M.Off.,Ver. 3.26b (c) 1999 CFI ProServlces, Inc. All rights reserved. IPA-030 F3.26 HOOP.LN C2.OVLi ?srv'?s.??rmm - - - - - - VERIFICATION I verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. I further verify that I am a Vice President of WAYPOINT BANK, and that as such, I am authorized to make this Verification on its behalf. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsification to authorities. WAYPOINT BANK Date: ? 27/0 ' By: Senior Vice IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants No. Confession of Judgment Commonwealth of Pennsylvania County of York Before me, a Notary Public for York County, Pennsylvania, personally appeared Benjamin F. Riggs, Jr., Attorney for the Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the Defendants above named is not in the military service of the United States of America, that he has personal knowledge that the said Defendants Charles L. Noel and Pamela L. Noel's last-known address is 250 Oak Grove Court, Mechanicsburg, Cumberland County, Pennsylvania 17055. Sworn and subscribed before me thisa"7 "-day of August, 2001 Notary Public w ti Benjami F. Ri r., Attorney for Plaintiff I.D. No. 72030 My Commission expires: Notarial Seal Sandra M, Aulbach, Notary Public city of: rk, York County Fmy Cnmmle$lExpires May 3, 2005 Member, Pennsylvania Association of Notaries IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment OFFICE OF THE PROTHONOTARY OF YORK COUNTY CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I hereby certify that the precise mailing address of the Plaintiff is: P. O. Box 1711, Harrisburg, Pennsylvania 17105-1711 I hereby certify that the precise mailing address of the Defendants, Charles L Noel and Pamela L. Noel is: 250 Oak Grove Court, Mechanicsburg, Pennsylvania 17055 By: _ Lo ?L./,L Benjami . Rig Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I.D. No. 72030 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/KIA YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment NOTICE OF DEFENDANTS' RIGHTS TO: Charles L. Noel Pamela L. Noel 250 Oak Grove court Mechanicsburg, PA 17055 A judgment in the amount of $24,127.04 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by your. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT T A JUDGE. WITHIN THRITY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYEER AT ONCE. IF YOU DO NOT HAVE A LAWYER AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 2 Liberty Avenue Carlisle, PA 17013 Telephone: (717) 249-3166 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/WA YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment CERTIFICATE OF SERVICE AND NOW, to wit, this ,2-7 '-- day of August, 2001, I, Benjamin F. Riggs, Jr., Esquire, attorney for Plaintiff Waypoint Bank of 235 North Second Street, Harrisburg, Pennsylvania, hereby certify that I served a true and correct copy of the Notice of Defendants' Rights filed in the above captioned matter by certified, first class mail, return receipt requested, as well as first class mail, postage prepaid, on the Defendants, on the a? day of August, 2001, as follows: Charles L. Noel Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 By: _ Lc. IL "I'L Benjami F. Rig . Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I. D. No. 72030 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK FIK/A YORK FEDERAL SAVINGS n AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff Vs. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment NOTICE OF FILING JUDGMENT ( ) Notice is hereby given that a judgment in the above-captioned matter has been entered against you in the amount of $ 24,127.04 on the slay of August, 2001. ( ) A copy of all documents filed with the Prothonotary in support of the within judgment is/are enclosed. J JA Prothonotary Civil Div. If you have any questions concerning the above case, please contact the following party: Benjamin F. Riggs, Jr. (I.D.#72030) Attorney for the Plaintiff 235 North Second Street P. O. Box 1711 Harrisburg, Pennsylvania 17105-1711 Telephone: (717) 815-4518 (This Notice is given in accordance with Pa.R.C.P. 236.) if Notice sent: Charles L. Noel Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 ? i^C i; o W E3 m w r Z o m CD n D o c CD 0 cs 01717 coo?a •g?NrtytC aoc3-n - e m- OmCG? ?= yrmO O m 9NNOm PJ 9 -ir-_ °- Oa 9• dm: oy 9 m N w 0 wn 1 P C? 0 3 O 4.;) -- a,+ 44oo 0` ' CDC' CDC CD a. n b tl N 0 CD 2 -i i 1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK FIKIA YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. nj --?$'Ue? HARRIS SAVINGS BANK Plaintiff Vs. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a copy of which is attached hereto, I appear for the above Defendants and confess judgment in favor of the Plaintiff and against the Defendants, as follows: Principal Balance Interest through 8-24-01 Late Charges Reasonable Attorneys Fees (10%) $21,077.43 $ 584.88 $ 356.98 $ 2,107.75 Total Judgment entered as above. $24,127.04 By Benjamin F. Rig r Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105 Phone: (717) 815-4518 I.D. No. 72030 F IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment COMPLAINT AND NOW, to wit, this .27 0- day of August, 2001, comes Waypoint Bank , Plaintiff, by and through its attorney, Benjamin F. Riggs, Jr., and files this Complaint upon a cause of action whereof the following is a statement: 1. The Plaintiff is Waypoint Bank, a corporation organized and existing under the laws of the United States of America, and it is registered to do business in Pennsylvania, with offices for the purpose of doing business at 235 North Second Street, Harrisburg, Pennsylvania. 2. The Defendants, Charles L. Noel and Pamela L. Noel, husband and wife., whose address is 250 Oak Grove Court, Mechanicsburg, Cumberland County, Pennsylvania, 17055. 3. That attached hereto and incorporated herein by reference thereto is a copy of the original instrument executed by the Defendant authorizing confession of judgment (Guaranty dated April 8, 1999). I 4. The attached instrument has not been assigned. 5. That the judgment to be entered does not involve a loan defined as a "consumer credit transaction" in accordance with Annex A. to Title 231, Chapter 2950, Rule 2951(a)(2). 6. That judgment has not been entered on the attached instrument in any jurisdiction. 7. The attached instrument provides for confession of judgment against the Defendant, at the Plaintiffs option. Plaintiff has exercised its option to confess judgment pursuant to the terms of the instrument for an amount which the Defendant may become liable. 8. As a consequence of the foregoing, the Defendant is liable to the Plaintiff as follows, as of August 24, 2001: Principal Balance $21,077.43 Interest through 8-24-01 $ 584.88 Late Charges $ 356.98 Reasonable Attorneys Fees (10%) $ 2,107.75 Total $24,127.04 WHEREFORE, Plaintiff Waypoint Bank demands judgment against the Defendant in the total sum as authorized by the Warrant appearing in the attached instrument. By: tv Benjami F. Rig . Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I.D. No. 72030 COMMERCIAL GUARANTY Guarantor: Charles L. Noel and Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited. CONTINUINGsUNLIMITED GUARANTY. For good and valuable consideration, Charles L. Noel and Pamela L. Noel ("Guarantor") absolutely and unconditionally guarantee and promise to pay, jointly and severally, to Harris Savings Bank ("Leader") or Its order, in tegal'tender of the UnlteciltetEs,of'Amerlca, the Indebtedness (as that term is defined below) of Hoop-Net Tour`Productlons, Inc. ('Borrower") to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word "Borrower" means Hoop-Net Tour Productions, Inc.. Guarantor. The word "Guarantor" means Charles L. Noel and Pamela L. Noel, who are signing this Guaranty jointly and severally. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated April 8, 1999. Indebtedness. The word "Indebtedness" is used in its most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations, debts, and indebtedness to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and anypresent or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. Lender. The word "Lender" means Harris Savings Bank, its successors and assigns. 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 Indebtedness. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness. Accordingly, no payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. The obligations of Guarantors shall be joint and several. Lender may proceed against any of the Guarantors individually, against any group of Guarantors, or against all the Guarantors in one action, without affecting the right of Lender to proceed against other Guarantors for amounts that'. are covered by this Guaranty. Any inability of Lender to proceed against any Guarantor (whether caused by actions of a Guarantor or of Lender) will not affect Lender's right to proceed against any or all remaining Guarantors for all or part of the amounts covered by this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. Notice of revocation shall be effective only as to the particular Guarantor providing the notice, and shall not affect the liability of other guarantors. This Guarantywill continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantors revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and it is specifically acknowledged and agreed by Guarantor that reductions in the !amount of indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars ($0.00). RAMNTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or and and without Iessening'G,uarantor's liability under this Guaranty, from time to time: (a) prior to revocation as set forth above, to make or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend Tonal credit to Borrower; (b) to utter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for 1ent'ovother terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Madness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, or without the substitution of new collateral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's Borrower: Hoop-Net Tour Productions, Inc. Lender: Harris Savings Bank 250 Oak Grove Court 234 N. Second Street Mechanicsburg, PA 17055 P O Box 1711 Harrisburg, PA 17105 04-08-1999 COMMERCIAL GUARANTY Page 2 (Loan No 8876000791 (Continued) sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (f) to, apply such security and direct the order, or manner of sale thereof, including without limitation, any nonjudicial sate permitted by the terms of the controlling security agreement or deed of trust, as Lender in Its discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty in whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower,, and Q) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law -which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lander!s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other. defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's- liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral, for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is.commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses. given to guarantors at law or in equity other than actual payment and performance of the Indebtedness; If payment is made by Borrower, whether voluntarily or otherwise, or by any third parry, on the Indebtedness and thereafter Lender is forced to remit the amount of. that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the. indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. - LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantors obligations to Lender under this Guaranty and to the extent permitted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall confinue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Bonower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower, provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees,: and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The folio miscellaneous provisions are a part of this Guarani 04-08-1999 COMMERCIAL GUARANTY Loan No 8876000791 (Continued) Page 3 Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty 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. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional tees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section titled "DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty 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, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS 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 HUNDREDDOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT 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 GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION- OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED 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 GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. THE LIEN ARISING FROM ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEND TO ANY OF GUARANTOR'S RESIDENTIAL REAL PROPERTY AS THAT TERM IS DEFINED IN THE PENNSYLVANIA ACTOF JANUARY 30, 1974 (PA. LAWS 13, NO. 6), REFERRED TO AS THE LOAN INTEREST AND PROTECTION LAW, AS AMENDED, AND THE HOLDER OF ANY JUDGMENT CONFESSED OR ENTERED PURSUANT TO THE FORGOING AUTHORITY SHALL NOT, IN ENFORCEMENT OF ANY SUCH JUDGMENT,- EXECUTE, LEVY OR OTHERWISE PROCEED AGAINST ANY SUCH RESIDENTIAL REAL PROPERTY; PROVIDED, HOWEVER, THAT THE LIEN OF SUCH JUDGMENT SHALL EXTEND TO SUCH RESIDENTIAL REAL PROPERTY AND THAT THE HOLDER THEREOF SHALL BE PERMITTED TO EXECUTE, LEVY-OR PROCEED AGAINST SUCH RESIDENTIAL REAL PROPERTY FROM AND AFTER THE ENTRY OF A JUDGMENT AS CONTEMPLATED BY SECTION 407 OF SUCH LOAN INTEREST AND PROTECTION LAW AND RULES 2981 TO 2986 OF THE PENNSYLVANIA RULES OF CIVIL PROCEDURE, OR SUCCESSOR OR SIMILAR STATUTES AND RULES. NO LIMITATION OF LIEN OR ANY EXECUTION, LEVY OR OTHER ENFORCEMENT CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBTAINED ,OTHER THAN BY THE FOREGOING AUTHORITY TO CONFESS OR ENTER JUDGMENT. - EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR [UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS..GUARANTY TOLENDER'AND THAT THE. GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS. DATED APRIL 8, 1999. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED GUARANTOR: 04-08-1999 Loan Pe,88' COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT STATE OF )SS COUNTY OF / ,GL aL&" On this, the day of 19before me / l?(?U L• I?EOL[g- - the undersigned Notary Public, personally appear d Charles L. Noel and Pamela L. Noel, known to me (or satisfactorily proven) to be the person whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. In reunto set m_ hand and official seal. Notarial Seai Keily L. Weaver, Notary Public l New Cumberland Bcrn, Cumberland 0ounty JV,y Cn; r;rnisa;on Expire, OrY. 2nt* Notary Public and for the State of Illpffiles. SER PRO, Reg. U.S. Pat. Proservlces, Inc. All rights reserved. [PA-E20 HOOP.LN C2.OVLl DISCLOE 3E FOR CONFESSION OF, JGMENT Guarantor: Charles L. Noel and Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS D DAY OF 19%/ , A GUARANTY FOR AN UNLIMTED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUD MEL"GAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS::. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LEND ECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. INITIALS: > C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT 1 RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. AFFIAN LASER PRO, Reg. U.S.Pat. &T.M.Off.,Ver. 3.26b (c) 1999 CFI ProServices, inc. All rights reserved. IPA-D30 F3.26 HOOP.LN 02.OVL1 Borrower: Hoop-Net Tour Productions, Inc. Lender: Harris Savings Bank 250 Oak Grove Court 234 N. Second Street Mechanicsburg, PA 17055 P O Box 1711 Harrisburg, PA 17105 VERIFICATION i verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. I further verify that I am a Vice President of WAYPOINT BANK, and that as such, I am authorized to make this Verification on its behalf. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsification to authorities. WAYPOINT BANK Date: ? /11 /0 f By: Senior Vice IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK FIK/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Commonwealth of Pennsylvania County of York Confession of Judgment Before me, a Notary Public for York County, Pennsylvania, personally appeared Benjamin F. Riggs, Jr., Attorney for the Plaintiff in the above entitled case, who being duly sworn or affirmed according to law deposes and says, that the Defendants above named is not in the military service of the United States of America, that he has personal knowledge that the said Defendants Charles L. Noel and Pamela L. Noel's last-known address is 250 Oak Grove Court, Mechanicsburg, Cumberland County, Pennsylvania 17055. Sworn and subscribed before me thisa? 1` -day of August, 2001 Notary Public tvi".'L Benjami F. Ri' r., Attorney for Plaintiff I.D. No. 72030 My Commission expires: Notarial Seal Sandra M. Aulbach, Notary Public City of York, York County My Cnmmission Expires May 3, 21x15 Member, Pennsvlvanta Association of Notaries IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, .PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment OFFICE OF THE PROTHONOTARY OF YORK COUNTY CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I hereby certify that the precise mailing address of the Plaintiff is: P. O. Box 1711, Harrisburg, Pennsylvania 17105-1711 I hereby certify that the precise mailing address of the Defendants, Charles L Noel and Pamela L. Noel is: 250 Oak Grove Court, Mechanicsburg, Pennsylvania 17055 By: - Lo 4.4, Benjami . Rigg , Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I.D. No. 72030 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment NOTICE OF DEFENDANTS' RIGHTS TO: Charles L. Noel Pamela L. Noel 250 Oak Grove court Mechanicsburg, PA 17055 A judgment in the amount of $24,127.04 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by your. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT T A'JUDGE WITHIN THRITY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYEER AT ONCE. IF YOU DO NOT HAVE A LAWYER AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 2 Liberty Avenue Carlisle, PA 17013 Telephone: (717) 249-3166 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/KIA YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment CERTIFICATE OF SERVICE AND NOW, to wit, this ?'7 day of August, 2001, I, Benjamin F. Riggs, Jr., Esquire, attorney for Plaintiff Waypoint Bank of 235 North Second Street, Harrisburg, Pennsylvania, hereby certify that I served a true and correct copy of the Notice of Defendants' Rights filed in the above captioned matter by certified, first class mail, return receipt requested, as well as first class mail, postage prepaid, on the Defendants, on the p -7 "- day of August, 2001, as follows: Charles L. Noel Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 ¢ By: _ 1'1?. L., /'k- - Benjami 'F. Ri , Attorney for Plaintiff 235 North Second Street P.O. Box 1711 Harrisburg, PA 17105-1711 Phone: (717) 815-4518 I.D. No. 72030 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK YORK FEDERAL SAVINGS AND AND LOAN ASSOCIATION AND No. HARRIS SAVINGS BANK 1 Plaintiff VS. CHARLES L. NOEL PAMELA L. NOEL Defendants Confession of Judgment NOTICE OF FILING JUDGMENT ( ) Notice is hereby given that a judgment in the above-captioned matter has b pen entered against you in the amount of $ 24,127.04 on the y of August, 2001. ( ) A copy of all documents filed with the Prothonotary in support of within judgment is/are enclosed. / Prothonotary Civil Div. If you have any questions concerning the above case, please contact e following party: Benjamin F. Riggs, Jr. (I.D.#72030) Attorney for the Plaintiff 235 North Second Street P. O. Box 1711 Harrisburg, Pennsylvania 17105-1711 Telephone: (717) 815-4518 (This Notice is given in accordance with Pa.R.C.P. 236.) Notice sent: Charles L. Noel Pamela L. Noel 250 Oak Grove Court Mechanicsburg, PA 17055 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION WAYPOINT BANK F/K/A YORK FEDERAL SAVINGS AND LOAN ASSOCIATION AND HARRIS SAVINGS BANK Plaintiff vs. No.: 01-5020 Civil Term CHARLES L. NOEL PAMELA L. NOEL Defendants PRAECIPE TO DISMISS AND SATISFY Please dismiss and satisfy the judgment that was filed on August 28, 2001 in the amount of $24,127.04 in relation to the above-referenced matter. 4L 44 Benjamin . Riggs, Attorney for Plaintiff P.O. Box 1711 Harrisburg, PA 17105-1711 (717) 815-4518 I.D. No. 72030