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Home My WebLink About01-06094 " COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYL VANIA Plaintiff v. CIVIL ACTION - LAW DOCKET NO. 01- bOct'f (3oLL y~ PAUL B. THOMPSON, Defendant CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, I appear for the Defendant, Paul B. Thompson, and confess judgment in favor of the Plaintiff, Commerce Bank/Harrisburg, N.A., and against the Defendant as follows: Unpaid balance of Note (as of October 1, 2001) $32,863.01 Interest on unpaid balance (as of October 1, 2001) $1,227.12 Late fees (as of October 1,2001) $263.45 $3,409.01 Attorneys' collection fee (10% of unpaid principal balance and accrued interest as of October 1, 2001) TOTAL (as of October 1, 2001) $37,762.59 !1;~ ,,~~----~ ^-" --__<e-''.,.,."" .,,! ,,,,,_~Aj<'! _ ,'" "~,:",,, ,',-_;_,<,;":,,,e i. ~ r _: o. ;","'",- " _,," n'.. _, Date: October 19, 2001 . -" Respectfully submitted, METTE, EVANS & WOODSIDE By: ~T5~ . P. Beneventano, Esquire Sup. Ct. I.D. #43107 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for Defendant Commerce Bank!Harrisburg, N.A. Judgment entered as above this~ay of October, 2001. 'y.~: I;,:_.:_,",__, -o'---F--""_-c:,,','.---_':"~_"",~'~:~,,.'~'f -I. ~~: _ '.'~"-'~~~I____~__~' '-',_ r__. Yo "'-. ~ PROTHONOTARY ,-, -" ___," ." ".?-- , , "'"''' --,. -~-'--- ,~lliJIJ1!!8:~~L~- ':-'F~.i ~+ ~ ~. -~""" ",-,,,,,-.,- ',--~,> ---~ .~ ". - - .~-,-, -ik"" -., l~-""'~I-"-'-~-'"-"-.""""='r~' ~. ~~ ~--' - n -~>-"Ml - .... () c::; C' C -..' -- -TI <, :::> "U tc'" mrTl t-, Z=C' '-1 Z[' f",.) ~,-;;' ;-..., ..' , , r:::CJ () ~...... . U P'r "'--i Z\..) ~..:tj~ ~-; ;)>0 ""' -,,' ;~r~ C ~_.J Z '-I =< l""" )~ co .:J:.J -< "'.:- "<,,- _ ~~\ilJ~.,,_"I':!'ii!'i'li.Wl'~'~f:>IW-"'~I'M'!_\-i\'ii~~];~!~~~~--:l'fil'~F.1lf~'Wnl~~;I"_~~*~i(jIt;,~,~l!D1,-~Wi; Cf ~ , .. ~ , COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. 0/ -f.p()q~ C(')lLY~ PAUL B. THOMPSON, Defendant NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and ajudgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff(s). You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR 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 (71 7) 249-3166 (800) 990-9108 "~J-.:~, ." '~, . M" , -;'J~_"_!";_"'''_~_7!'' '~:" ';":'~."':: '-~'~-,'I;"~_":~'''",,-; ," . -' ~ " " ~~,~ ": ,',", , ;'l>",ikNC ~ .~ . . . COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYL VANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. PAUL B. THOMPSON, Defendant NOTICIA LE RAN DEMANDADO A USTED EN LA CORTE. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita 0 en persona 0 por abogado y archivar en la corte en forma escrita sus defensas 0 sus objeciones alas demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso 0 notificacion y por cualquier queja 0 alivio que es pedido en la peticion de demanda. Usted puede perder dinero 0 sus propiedades 0 otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO INMEDIATAMENTA. SI NO TIENE AlBOGADO 0 SI NO TIENE EL DlNERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME POR TELEFONO A LA OFICINA CUYA DlRECCION SE ENCUENTRA ESCRITA ABA.JO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (71 7) 249-3166 (800) 990-9108 i -~":F , ,~, '<.' , ~c, .,._.t-'7"-~~..,.,,,-_ -:,,~;~ ,""_",?,.?_~,:-:,,",,,:,-, _' ,:,1~17:-: _~-'<"~'':,_':~' ,. ,':7' . ~_,,% , C,_ ,1. , ~'"lj , . . . k COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. PAUL B. THOMPSON, Defendant COMPLAINT AND NOW, this 19th day of October, 2001, the Plaintiff, Commerce Bank! Harrisburg, N.A., through its counsel, Mette, Evans and Woodside, hereby files this Complaint pursuant to Pa.R.C.P. 2951(b), 42 Pa.C.S.A., for judgment by confession and avers the following: 1. Plaintiff is Commerce Bank/Harris burg, N.A. (hereinafter "Commerce Bank"), a national banking association with a principal place of business at 100 Senate Avenue, Camp Hill, Pennsylvania 17001-8599. 2. Defendant, Paul B. Thompson, is an adult individual who, upon information and belief, resides at 33 Elm Avenue, Hershey, Pennsylvania 17033- 1438. 3. On May 14,1999, Commerce Bank extended a commercial loan (hereinafter "Loan") to Tahoe Corporation, d/b/t/a Chesapeake Bagel Bakery (hereinafter "Borrower"), the proceeds of which were intended to finance certain 'c "~,,-,_ ",'.J- "~I ,-,;",.".y, "",_~,~_. ", ~ :""",0, t,';,;,:, , , _ 1..,_,\,';," ."_~_,,_ _ ' , ~--,"- >C., ., ,~ , ,_0 '." , . 1 ,'C, l';' ,:-~1.~.'~ r T . . , '. leasehold improvements and equipment purchases for a new franchise store to be opened by the Borrower in Hershey, Pennsylvania. 4. The principal amount of the Loan was $50,000. 5. On May 14, 1999, Borrower executed and delivered to Commerce Bank a promissory note (hereinafter "Note") evidencing its obligation to Commerce Bank under the Loan. (A true and correct copy of the Note is attached hereto at Exhibit "A" and incorporated herein by reference.) 6. The Note specifically grants Commerce Bank the authority to confess judgment against the Borrower. 7. Commerce Bank advanced the full amount of $50,000 to Borrower under the Note. 8. On the same date as the execution and delivery ofthe Note and to in part secure the Loan, Defendant executed an unconditional guarantee (hereinafter "Guarantee") pursuant to which he "absolutely and unconditionally guarantees and promises to pay to Commerce Bank * * * 100% of the Indebtedness [as that term is defined in the Guarantee] of Tahoe Corporation d/b/t/a Chesapeake Bagel Bakery * * * on the terms and conditions set forth in this Guarantee." (A true and correct copy of the Guarantee is attached hereto at Exhibit "B" and incorporated herein by reference; see pg.1 thereof under heading "Guaranty".) 9. Pursuant to the express terms of the Guarantee, Defendant "irrevocably authorizes and empowers any attorney * * * to appear at any time for 2 oN,O..~ -:,,,,-70, "-,.".',,'~"W:, _ '", ,~!'''; "",",. 0 ,.,,'1 '";-<",-:;I~"',_"/" ','- '10___ -,'-' ",,",- - ;}':':;;;"1 ][Ilf .-~~ . . . . Guarantor [Le., Defendant] after a default under this Guarantee and * * * confess or enter judgment against Guarantor [Le., Defendant] for the entire principal balance of this Guarantee, all accrued interest, late charges, and any and all amounts expended or advanced by Lender [Le., Commerce Bank] relating to any collateral securing the Indebtedness together with interest on such amounts, together with costs of suit, and an attorney's commission ofl0% of the unpaid principal balance and accrued interest for collection * * *." (See Exhibit "B" on page 3 under heading "Confession of Judgment.") 10. In connection with the Guarantee, Defendant was provided with certain documents explaining the meaning and consequence of the confession of judgment. These documents are identified as "Explanation of Rights - Confession of Judgment" and "Disclosure for Confession of Judgment," true and correct copies of which are attached hereto and identified, respectively, as Exhibits "C" and "D." 11. On May 14, 1999, Defendant executed both documents in connection with the Guarantee. (See Exhibits "C" and "D.") 12. By executing the "Explanation" and the "Disclosure," Defendant expressly and unconditionally acknowledged his understanding that Commerce Bank has the right to confess judgment against him in the event that he defaults on the performance of his duties as a Guarantor of the Loan. 13. Neither the Note nor the Guarantee has been assigned. 3 ,). "'- . .', '1', ._~_,",;'r,~",.", '" 4', -~ '~I--o ,-- ,- ~"""-r~r--:",,'''--~''e:_%}';:;-- _:: -,. ';' -,--~ ~- " - ~ ',---. -- , ~ ~ . J ~ 14. Judgment has not been entered in any jurisdiction on either the Note or the Guarantee. 15. Borrower defaulted in the performance of his obligations under the Note by failing to pay, inter alia, the monthly installments of principal and interest due as required under the Note. 16. Borrower has failed to cure the default under the Note. 17. Commerce Bank has called the Note and declares that the unpaid principal balance, together with accrued interest, attorneys' fees and costs as provided therein, to be immediately due and payable. 18. By letter dated September 10, 2001, Commerce Bank provided Defendant with written notice that Borrower defaulted in the performance of his obligations under the Note. A true and correct copy of the written notice is attached hereto as Exhibit "E" and incorporated herein by reference. 19. Therein, Defendant was instructed to make "payment in full of the remaining Loan balance no later than the close of business on September 20, 2001." (Emphasis included.) (See Exhibit "E.") 20. Defendant received notice that the Note was in default. True and correct copies ofthe United States Postal Service certified mail receipt (Article No. 7001 03600023932) and P.S. Form 3811 evidencing receipt are attached hereto at Exhibit "F." 21. The notice sent to Defendant by First Class Mail was not returned. 4 w._~r1T , ,,' ''''c'''' :r",~ f~~-""" -, _u,~ ,_, '"___",,O;-"_"~_""_,,~ __';_~{ : ~"""I'~~_" , ~'r" '" ,- _ ~ ,"^ ,- "' ", , :__' __~ _. .r ;t~W -. -- . 22. Defendant has failed and refused to cure Borrower's default under the Note. 23. Default was made by the Borrower in the payment of $1,053.80 due on June 14, 2001, and in the payment of all subsequent installments, whereby under the Note and the Guarantee the entire sum is in default and immediately payable. 24. Such defaults are continuing. 25. Defendant is currently liable to Commerce Bank as follows: Unpaid balance of Note $32,863.01 (as of October 1, 2001) Interest on unpaid balance $1,227.12 (as of October 1,2001) Late fees (as of October 1, 2001) $263.45 Attorneys' collection fee (10% of unpaid principal $3,409.01 balance and accrued interest as of October 1, 2001) TOTAL (as of October 1, 2001) $37,762.59 26. An Affidavit certifying the last known address of Defendant, that (upon execution of the Guarantee) his annual income exceeded $10,000 per year, and that he is not in the military service of the United States or its states or territories, is attached hereto as Exhibit "G" and incorporated herein by reference. 5 '--~-"tI)~.>tl",.,_ ,~-~,:~_-c"_;__"o/,, _u,"~,_<_, _ _~,,__,,~~, "'. _~"~"_'I__'O_-" "1"'" ,'F-~'-"'- .e -,-, ,-' '" , '" . , , ' ~,- , :-, V' , WHEREFORE, Commerce Bank demands judgment in the sum of $37,762.59, plus all additional sums resulting from Defendant's continuing default, as authorized by the warrant of attorney appearing in the attached instrument. Respectfully submitted, METTE, EVANS & WOODSIDE By: -i,.;;... P. Beneventano, Esquire Sup. Ct. LD. #43107 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for Defendant Commerce Bank/Harrisburg, N.A. Date: October 22, 2001 "~, "".__,-, "'~" ,---~.,,,._,.~'"~,,__,--~-"p'.(.,',"__ ,". "I." ,- ".. .---' ,.." ,,-- --~- , --, ,'~ .., , ,,~~ ~-- - 'I, J~ I VERIFICATION I, DAVID C. AMSDEN, a Vice-President and Loan Officer of Commerce BankJHarrisburg, N.A., hereby acknowledge that I have read the foregoing Complaint in Mortgage Foreclosure and that the facts stated therein are true and correct to the best of my knowledge, information and belief. I understand that any false statements herein are made subject to penalties of 28 D.S.C. !i1746, relating to unsworn falsification to authorities. 6)Jv< David C. Amsden Vice-President/Asset Quality Commerce BankJHarrisburg, N.A. Dated: \"1!l~" ,'-::-~'-'-".c;">';' '''''':Yi.-'<j,-','1,.7_,,:,~,,_r-v'';-''f! ,_',,_ .,..-__1'.' '~M_' """,,." _'0', ' , ~,- - ,,-~ .....,., . , .... j .' ~.;' : :. ; , '.. ~ .!.': : 1.'.' . PRbMISSORY NOTE and do not limit the applicability of this document to any particular loan or item. Borrower: Tahoe Corporallon d1bIVa Chesapeake Bagel Bakery (TIN: 541795484) 910 17th Streel NW, Suite 800 Washington, DC 20006 Lender: Commerce BanklHarrlsburo, National AssocIation Main OfllcelCommerclal Cost Center P.O. Box 8599 100 Senate Avenue Camp Hili, PA 17001-8599 Principal Amount: $50,000.00 Interest Rate: 9.500% Dale of Note: May 14, 1995 PROMISE TO PAY. Tahoe Corpora lion d1bIVa Chesapeake Bagel Bakery ("Borrower") promises to pay to Commerce BanklHarrlsburg, National Association ("Lender"), or order, In lawful money of the United States of AmerIca, the principal amount of Fifty Thousand & 00/100 Dollars ($50,000.00), logether with Interest at the rate 01 9.500% per annum on the unpaid principal balance from May 14, 1999, until paid In full. PAYMENT. Borrower will pay this loan In 60 paymenls of $1,053.80 each payment Borrower's IIrst payment Is due June 14, 1999, and aii' subsequent payments are due on the same day of each month after that. Borrower's fInal payment will be due on May'14, 2004, and will be lor' all princIpal and all accrued Interesl not yet paid. Payments Include principal and Interest The annual Interest rale for Ihls Nole is compuled on a ; 365/360 basis; Ihat Is, by applying the ratio of the annual Interest rate over a year of 360 days, mulllplled by the outstanding principal balance, ' mulliplied by the actual number of days the principal balance Is outstanding. Borrower wlll pay lender at lender's address shown above or at such - other place as Lender may designate In wrlllng. Unless othelWlse agreed or required by eppllcable law, payments will be epplied first to accrued I:l unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. ~ 'i PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than It is dUe. Early payments will not, unless agreed to 11 by Lender in writing, relieve Borrower of Borrower's obligalion to continue to make payments under the payment schedule. Rather, they will reduce the r principal balance due and may result in Borrower making fewer payments. 'S: LATE CHARGE. If a payment Is 15 days or-more late, Borrower will be charged 5.000% of the-regularly scheduled payment. . ~ DEFAULT. Borrower will ba in delault n any of the foliowlng happens: (a) Borrower lalis 10 make any payment when due. (b) Borrower breaks any ~ promise Borrower has made to lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition ~ conlalned In this Note or any agreement related to this NoIe, or In any olher agreemenl or loan Borrower has with Lender. (c) Borrower delaults under j: any loan.. extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that ~ may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the r"\: Related Documents. (d) Any representation or statement made or ,furnished to lender by Borrower or on Borrower's behalf is false or misleading In any ~ material respect either now Or at the time made or furnished. (e) Borrower becomes insolvent, a receiver Is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding Is commenced either by Borrower or against Borrower under ~ any bankruptcy or Insolvency laws. (f) Any creditor tries to take any of Borrower's property on or In which lender has a lien or security interest. This ~ includes a garnishment of any of. Borrower's accounls with lender. (g) Any guaranlor dies or any of the other events described In this default section occurs with respect to any guar.antor of this Note. (h) A material adverse change occurs in Borrower's financial condition, or lender believes the ~. prospect of payment or performance of the Indebtedness Is impaired. (I) Failure to meet the deadlines required In the Year 2000 Compliance Agreemenf fo be Year 2000 Compliant or a reasonable likelihood that Borrower cannot be Year 2000 Compliant on or before December 31, 1999. U) lender In good faith deems Itself insecure. ~ If any default, ether than a default in payment, Is curable and if Borrower has nol been given a notice of a breach of the same provision of this Note ~ within the preceding lWelve (12) months, it may be cured (and no event of default will have occurred) Il. Borrower, after receiving written notice from Lender demanding cure of such default: (al cures the default within ten (10) days; or (b) If the cure requires more than ten (10) days, Immediately ~ initiates steps which Lender deems in lender's sola discretion to be sufficient to cure the default and thereafter continues and completes all reasonable ~ and necessary steps sufficient to produce compliance as soon as reasonably practical. :"... ~ LENDER'S RIGHTS. Upon delaull, Lender may, after giving such notices as required by applicable law, declare Ihe entire unpaid principal balance on I:) this Note and all accrued unpaid Interest immedialely due, and then Borrower will pay that amount. Upon default, inclUding failure to pay upon final ~ maturity, lender, at Its opllofJ, may also, If permitted under applicable law, Increase the interest rale on this Note 2.000 percentage points. The Interest ~ rate will not exceed the maximum rate permitted by applicable law. lender may hire or pay someone else to help collect this Nole if Borrower does not pay. Borrower also will pay lender that amount. This includes, subject to any limits under applicable law, lender's attorneys' fees and lender's legal expenses whether or not there is B lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay or inJul1ctlon), appeals, and any anticipated posHudgment collection selVlces. If not prohibited by applicable law, Borrower also will pay any court costs. in addition to all other sums provided by law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after Judgment at the existing inlerest rate, provided tor in this Note. This Note has been delivered to Lender and accepted by lender In the Commonwealth of Pennsylvania. If there Is a lawsuit. Borrower agrees upon lender's request to submit to the JurIsdiction of the courts of Cumberland County, the Commonwealth of Pennsylvania. Lender and Borrower hereby waive the right to any Jury trial In any action, proceeding, or counterclahn brought by either lender or Borrower against the other. This Note Shall-be governed by and construed In accordance with the Jaws of the Commonwealth of Pennsylvania. DlSHONOREO ITEM FEE.. Borrower will pay a lee 10 Lender 01 $10.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. Borrower grants 10 lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender {whether checking, savings, or some other account}, including wilhout limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, exclUding however all IRA and Keogh accounts, and aU trust accounts tor which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and al/ such accounts. COLLATERAL. This Note Is secured by a 1s1 lien priarlly security interest In ail business assets of Ihe Borrower as more fully set forth in Ihe Commercial Security Agreement of even date herewith and to be perfected by UCC-1 Financing Slatoment; Personal Guarantees of Paul B. Thompson and David W. Sanasack. OPTION TO DECLARE LOAN OUE. Allhough Ihe repayment of the loan evidenced 'rJy this instrument has been designed as 11 il we,e \0 extend for the term established in the "Payment" section, hereinabove defined, Borrower understands that lender expressly reserves the right and option, exercisable at its discretion, to declare the entire unpaid principal balance under this Promissory Note together with all interest, which shall have accrued thereon to be due and payable on the fifth (51h) anniversary of the date of this Promissory Note and on each succeeding Five (5) year anniversary of that date durino thP- term h~l)nf hfor~if'\Rftp.r n~ferrM to ~<:; 'he "I ,..,~.... f"~11'f"\...+..'" I... th", ......,.......t I "'n,.l-.. ...I~....t~....... t,., ....""r....\....~ \\<- ~~ .\~ '...' , - ". '- ~ -'. . " -, -," ~~~,~ ~ "I ' ~ r-'~ ""~~ . ~ ,_,,,OM '~f'..,~-1 ,.",' . PROMISSORY NOTE (Continued) . Page 2 '05-14-1999 Loan No 2B11 OBB BOAF\OWER FOR THE erT1AE PRINCIPAL GALA -ICE OF THlS NOTE.. AU.. ACeAueo INTeREST. LATE CHARGES, AND ANY AND ALL AMOUN1 S(PiiNOeo OF\ ADVANCED BY' LENDER FlELA nNG TO ANY COl..LATG'AAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUe' AMOUNTS. TOGEtHw;;.R Wlni COSTS oF sun-, AND AN ATTOFlNEY"S COMMISSION OF TEN PERCENT ('I.()'%.) OF THE VNPAlD PAINCIPA BAl..ANCE- AND ACCRVa) INTEREST FOR oou .I!CTlON" BUT IN ANY evENT NOT U!SS THAN F.lVI! HUNCAED COUAAS ($500) ON WHIC JIJOGMI!NT OFt .JUOGM"EI'ITS ONE OR MOAE E> ecvnONs MA,y ISSUE JMMEOIATEI,..Y: AND POR so DOING. THtS NO'TE OR A eopy OF-nw NOTE Vt=F.IlFIED BY AFFiDAVrr Sl-IALL BE' SUf FICIENT WARRANT. THe AUTHOFlrtY GRANTeD IN THIS NOTE TO CONFESS JUDGMEt AGAINST BORAoWeR SHALl. NOT BE EXHAUST;O BY ANY EXEACISE OF THAT AUTHORITY. BUT SHALL CONTINue FROM TIMe: TO nME AN A.T AU.. TlMES UNnL PAYMENT IN FULL OF All. AMOUI'ITS DUE UNOER 'THIS NOTE. eORROWER HEREBY WANES ANY RIGHT BORROWE MAY HAve TO NOTICE O~ 'TO A HEARING IN ( ONNECTlON WITH ANY SUCH CONFESSION OF JUDGMENT. EXCEPT ANY NOTICE AND/OI HE.AJ~m"G F\'SQ\JlAED U'f',lDEPl A.PPUCA8\..E \JoN WITH PlESPECT TO EXECUl10N 01=' TI-tE ,JUDGMENT. AND STATE~ "THAT EITHER AEPAI;SE:NT.ATlVe OF L.$II'OEA SPECIFICALLY CALLED THIS CONFESSION OF JUDGMeNT PR:OVISIQN TO eORAOWEA"S ATTENTION 0 BORROWER HAS BEe,.I REPRESENTED BY IN( EPENDENT LEBAL COUNSEL THI! LIEN ARISING FROM ANY JOOGMENT CONFESSED 0 EN'T.EAEED PURsUANT TO THE FOReGOING AU fHOArTY SHAlL NOT EXTEND TO ~y OF BORAOWEA"S RESIDENTlAL REAL PROPERTY J mAT TEAM IS DEFINED IN-mE ~ENNSYL"ANIA ACT OF JA.NUARY 30, 1974 (PA.l.AWS l!i. NO.,e); RS'FEFlREO TO AS THe LOAN INTeREST AN PR01"EC11ON \...AW. AS AM.ENDED. ANO TI--IE iOlDER OF ANY JIJDQMGNT CONFESSED OR ~ED PURSUANT TO THE FORGOIN AlJrnOAITY SHALL NOT, IN ENFoRCEMENT 01 r -"!NY SUett JUDGMENT, ElCECUTE, l.E'VY OR OT1-fERWIS= PFlOCEED AGAINST ANY SUC FtESlOENT1AL REA'" PflOPERTY: PROVIDED, HCNeVER, Tt:lAT TliEUEN OF sue... J\JO<<;iMENi SHALL ~"'fEND TO SUCH RES1Derr1AL R5 PROPERTY AND W....T THE HOU>EFI T"'EAEOF :5HALL BE PEFtMITnID TO EXECUTE. LEVY OR PROCEED AGAINST SUCH RESIDENTIAL AE PROP~ATY" FROM AND AFTER THe "ENTAY (IF A JUDGMENT AS CONTEMPLATED BY SECTION 407 OF SUCH LOAN IN'TEAEST .AN PROTECTION lAW AND RUL~S 29&1 TO 2986 OF "'tHE PENNSYLVANIA RULES OF CIVR... PROCEDURE,. OR SUCCESSdA OR SIMIl.AFI $TA.TUTE' AND RULES. NO UMrrATION OF UEN OR ANY I :XECUTJON. LEVY OR OTHER ENFORCEMENT CONTAINED IN THE IMMEOIATELY PRECEOIN' SENTENce SHAl.L APPLY WITIi RESPECT TO ~ '>Jy .JUD13MENT OBTAINED OTHER THAN 8Y T....e: 'FORSGOlNG AUTHORITY TO CONFESS 0 ENmh JUOGMENT.' . PRIOR TO SIGNrNO THIS NOTE. BORROWER Il!A,D A!'IID UNDERSTOOD ALL THE PROVISIONS OF THI:!i NOTE.. BORROWER AGR.E5ES TO THE TERMS OF THE NOTE AND-.ACKNOWLEOGE 8 RECEIPT OF A COMPLETED COpy OF THE NOTE. THIS NOTE HAS IBEeN SIGNED AND SEALED By THE UNDERSIGNED. BORROWER: T.hoe COl1"'rad "'~"ke Saki rv _..:..."'" "l~'.'l'''''''''' ..... """"" .....=-...... .-. J("t'.,. .$_l~~:.~.,....'.N. .__... _.._,,,,,,-,,,,..<,!.,,..;.;t (SEAL) .' ""'. .;.;r. .":,,.....,~ '..." "":......,...:"""'"...~ ~ ...." <=....-"':... =-: President '. . ....... .... . By:~Jf#~~.. ...... JiauIB~'fho ATTI5STo :~i~!~~t~7!!*~~~;iF.~~~;t1~::~t .~4,~\~{f,;:i:~~'!~~Z~ SEA"'} ( Corporale Seal) l.ASel'I p",o. f1i1Q, I ..5. f'Bl." T.M'. Ol.. "st. 32'6& (.CJ 181119 CI'I f>tc)$aNle""", lno:. All riprrlS _od.IPA-0-20 F3..ae MTAI't9-LH 0.011'1.1 t=ho"dRII'e. ,,,,,,IIIftmOrtL :'~[, ,.. "'7 ," ~ , <~ <, ~..",. ,. -~~ ~~ 05-14-1999 Loan No 2811088 COMMERCIAL GUARANTY , t (Continued) " Page 2 , . Guarantor also waives any.and all rights or defenses arising by reason of (a) any "one action" or "anti.deficlency" 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 subrogallon rights or Guarantor's rights to proceed against Borrower for reimbursement, including without IImitatlon, 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 rlghl,to claim discharge 01 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 lend!)r against Guarantor Is commenced there Is outstanding Indebtedness of Borrower to lender which Is "l?t 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 permlUed by law or public polley. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoH egalnstthe moneys, securilies or other property 01 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. Guerantor 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. Guarl;lntor hereby expressly subordinates any claim Guarantor may have against BQrrower, 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 ~n 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 do~s 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 following miscellaneous provisions are a part 01 this Guaranty: 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. AppUcable 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 Cumberland County, Commonwealth of Pennsylvania. lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Feesj 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 iRcluding 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 end such eddlllonal fees es 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 shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited In the United States mall, flrsl class poslege prepeld, addressed to the party to whom the notice Is to be given etthe address shown above or to such other addresses as either party may designate to the other In writing. 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 anyone 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 provl!?ions of this Guaranty in all other respects shall remain valid and enforceable. If anyone 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 lend~r in exercising any right shall operate as a waiver of ,such right or any oth~r 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 Gueranty, the granting 01 such consent by Lender In eny Instance shall not conslilute 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. .,.~ , '~~IJ~r_~ ~,'r. . ,. ~-. --I ~ , "--~~ - "" '--.- . ::OMMERCIAL GUARANTY , (Conlinued) Pag"3 95-'4-'999 Loan No 2811088 CONFESSION OF ,JUDGMEN:T. GUARANTOR HERESY IFlREVOCAeLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARy OR Ct..eRk O~ ANY' COURT IN TiE COM....ONWEALTH OF fl'ENNSYLVANIA. OR ELSewHERE. TO APPeAFI AT ANY TIME FOR GUAFI^NTOA AFT'ER ^ PEFAUL.T UNDER 'THIS G JARANTV. AND WITH ~ WI11iOUT COMPLAINT FILED. AS OF AMY TERM. CONFeSS. OA ENTER .JUDGMENT AG.AJNST GUARANTOR FOA rHE ENTJAE PAINetPAL SALANCE OF THIS GUARANTY, ALL ACCRueo INTEREST, LATE CHARG~. AND .ANY AND ALL AMOUNTS EXP ~oeo OR ADVANCED BY' LENOEA AELATtNG TO ANY COUATERAl. SECUFUNG THE IND~TEONe$S TOGeT"-U;:FI WITH INTEREST ON .s UCH AMOUNTS. TOGETHER WITH COSTS OF SUIT, AND AN ATTOFlNEY"S COMMISSION OF TEN PIliRCeNT (10'J&) OF TH.E UNPAID PRINCIPAL f ALA-NeE AND. ACCr-tV'so fNTEAEST FOR COUECTJON. BUT IN AN'( EVENT NOT LESS THAN FI\IE HUNDRED DOllARS (S!5OCJ, ON WHICH JtJoeMetJT OR JUDGMENTS ONE qR MORE exECUTIONS MAY Issue IMMSOIA1EL.Y: AND FOA so DOINQi, TI-II$ QlUAAAIIITY OR A COpy OF THn. QUARANlY VERIFIED BY AFFIDAVIT SHALL oe SUFfiCIENT W.ARflANT. n-tE Al1T1-IOPUT..- GRANTED IN THIS GUAFf.ANTY TO CONFESS JUC GMENT AGAINST GUAAANToA SHALL NOT BE EJQ-IAUSTED BY ANY EXERCISE OF THAT AUTHORITY. BUT SHALL C'ONTINUe F=AOM ll""E T ~ TIME AND, AT ALL TIMES UNTlL,PAYlofeJT IN FULL OF A.LL AMOUNTS oue UNDER THIs QUAFlAN"N". GUARANTOR IiI;AEBY WAIVES ANV liGHT GUARANTOR MAV HAve TO NOTleE'OR To A ti~AING IN CONNECTION WITH ANV SUCH CONFESSION OF JUI)GME;Ni. EXCEPT At v NOTfeS ANDIOA HEARING REaUrAED UNDER APPUCABLE LAW WITH RESPECT TO @XECUTlON OF '1l1E JUOGi'JIENT. AND STATES TH ~T ETtHER A REPRESeNTATlVE' OF t...ENDEA SPECIFICALLY CAL1..EO 1l1IS CONFESSION OF JUDGMENT PROVISION TO GlilARANTOR"S ATTEN" 101'1I OR GUN'\A.NTOA HAS 9S:EN AEPRt$,eNTED BV JNDEF'ENDENT LEGAL COUNSEL THE UE'N ARISING FROM ANY JUO:GMENT COfof~-sel' OR ENTERED PURSUANT TO THE FOREGOING AUTHORITY SHALL NOT EXTEND TO ANY OF GUARANTOA"S R&SIOIiiNTIAL REAL. PROPeRn AS THAT TERM IS DEFINED IN THE PENN$YI..YANIA ACT OF JANUARY 30. 1974 CPA. LAWS 13. NO. e). F1'EFSARED TO AS THE LOAN INTEREST AND PAOTECTION LAW, AS AMENDED. AND THE t-(OLDER OF ANY JUDGMENT" CONFESSEO OR ENTERED PURSUANT TO'TI-lE FORGOING AU fHORITY SHALL NOT. IN ENFORCEMENT OF ANY SUCH ~UDaaMENT. EX:ECUTe. LEVY oft OTHMWISE PAOce:eo AGAINST ANY SUCH RES DENTlAL REAL PROPERTY; P~OVJDep. HOWEVER. THAT THE LIEN OF SUCH JUDGMENT SHALL ExTEND TO SUCH RESIDENllAL REAL PRI )peATY AND THAT TtiS HOLDER THEREOF SHALL BE PB=iMrITED TO EX:ECUTE. LEVY' OF Pf:tOCEED AGAINST SUCH FJ~IDI!NTIAL AEAl. F"A' )PEATY FROM AND AFTI::A TlfE ENTRY OF A JUDGMENT AS CONTE~P~Teo BY sECnol\ .w1 OF SUCH \.OAN tNTEAerr .AND PFtarECT10N -AW AND RULEs 2tlB1 TO 29" OF THe PENNSYLVANIA RULES OF CIVIL PROCEDURE, OR SUCC~ OR t!OiMILAR STAflJTES AND AUU $. NO LfMrrATlON OF LIEN OR ANY EXEClTTlON, l..EV'Y OR OTHER EN~CEMENT CONTAINED IN THe: IMMeD'A.T~ Y PflECEDlNG SEt n--elCE SHALL APPLY WITH RESPECT TO ANY JUDGMENT OBT.A1NED O"THER THA.N BY THE FOREGOING AUll-fORITY TO CONFESS OR ENTER JUDGMeNT. EACH UNDERSIGNED QUA.,AAl'fTOR ACKNOWLEt GiES HAVING READ ALL THI!! PROVJ!;JONS OF THIS GUARANTY' ANP AGFlE'ES TO ITS TERMS. IN ADDmON. eACH GUARANTOR UNDE 'STANDS THAT THIS GUARANTY IS EFFEcnve UPON GUARANTOR"$: EXECUTION AND DEl,J\fERY OF "Tl11-$ GtJAflA~ TO LEf'Ii:rER AND ' HAT WE aUAFlAN1Y WILL CONTlNUE UNTlL TERMINATED IN THE MANNeR SeT PORTH IN TI1E SECTION TnLEO -DU,FtATlON OF GUARAN "'Y.. No FORMAL ACCEPTANCt:: BY LENDaI 1$ NECESSARY TO MAKS nits GUARANTY EFA:en\lE. THIS GUARANTY 1$ DA'TI!D MA. Y 1'" 1 199. ::~~.~ .. _ :.,~!E::::s:~~QNED' Paul B. Tho on Signed. ItCIcnOwledgcd and delivered In the pt'eeenCf of: " W(tness " Wltn_ \.ASlin PRO. "'_ u.s.. "'-'- & T.M. 0tI.. V.". 3~GtI,("C) 1D1n c;JOl F'PQ-Serone-., Woe.. AIt "CIhWl fl!IU"'I!HJ_IPI'l.-E20 OSTI'J-IIU.,N Cl.0VL) i~~ "I ~""I ~ ~o -r'-~ 11 ,,,"'" COMMERCIAL GUARANTY :.:-:.:.:.:-:.:.:.:.:.:........,.... ...",..,....,.".,."....,............................. ....m..............,.........................,...... ................................... l!aU~$!if,J!Ji ........\{mjM~l!!t.IJyJH r .:ZlJQijiil\lQ\' ...............:.:.;...:.:.:.;.:.;.;.";.",;,;.,..;".;'..;.;,,,,".;.;';...:-:.;".;.;.;.;'x;.;.;.....: .............. References In the shaded area are for lender's use only and do not limit the applicability of this document to any particular loan or item. Borrower: Tahoe Corporallon dlb/Va Chesapeake Bagel Bakery (TIN: 541795484) 910 17th Street NW, Suite 800 Washington, DC 20006 lender: Commerce Bank/Harrisburg, National Association Main Office/Commercial Cost Center P.O. Box 8599 100 Senate Avenue Camp Hili, PA 17001.8599 Guarantor: David W. Sanasack 3517 Surrey Drive Alexandria, VA 22309 AMOUNT OF GUARANTY. This Is a guaranty 01 payment of 100.000"10 of the Note, including without limitation the principal Note amount 01 Fifty Thousand & 00/100 Dollars ($50,000.00). GUARANTY. For good and valuable conslderallon, David W. Sanasack ("Guarantor") absolutely and uncondlllonally guarantees and promises to pay to Commerce BanklHarrlsburg, National Association ("Lenderl') or Its order, In legal tender of the United States of America, 100.000% of the Indebtedness (as that term Is defined below) 01 Tahoe Corporallon dlb/Va Chesapeake Bagel Bakery ("Borrower") to Lender on the terms and conditions set forth In this Guaranty. Guarantor agrees that Lender, In Its sole discretion, may determine which portion of Borrower's Indebtedness to Lender Is covered by Guarantor's percentage guaranty. DEFINITIONS. The following words shell have the lollowing meanings when used in this Guaranty: Borrower. The word "Borrower" means Tahoe Corporation dlblVa Chesapeake Bagel Bakery. Guarantor. The word "Guarantor" means David W. Sanasack. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated May 14, 1999. Indebtedness. The word "Indebtedness" means the Note, including (a) all principal, (b) all interest, (c) all late charges, (d) all loan fees and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expanses include without limitation all 01 Lender's attorneys' fees and Lender's legel expanses, whether or not suit Is Instituted, and altomeys' fees and legal expenses for bankruplcy proceedings (including efforts 10 modify or vacate any automatic stay or injunction), appeals, and any anticipated post~judgm8nt collection services. Lender. The word "Lender" means Commerce Bank/Harrisburg, National Association, its successors and assigns. Note. The word "Note" means the promissory note or credit agreement dated May 14, 1999, In the original principal amount 01 $50,000.00 from Borrower to lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. 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. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at anyone time 100.000"10 01 the amount ollhe Indebtedness described above, plus all costs and expenses of (8) enforcement of this Guaranty and (b) collection and sale of any collateral securing this Guaranty. The above limllallon on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at anyone time. If Lender presenUy holds one or more guaranties, or hereafter receives additional gu~ranties from Guarantor, the rights of Lender under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any 'such other guaranties. The liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unterminated guaranties. NATURE OF GUARANTY. 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 within the limits set forth in the preceding section of this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any no~ce to Guarantor or to Borrower, and will continue In full force until all Indebtedness shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. 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 anyone or more Guarant!)rs shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) 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 collateral; (d) to release, substitute, agree not to sue, or deal with anyone or more of Borrower's 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; (I) to apply such security and direct the order or manner 01 sale thereol, 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 partlclpallons In all or any part 01 the Indebtedness; and (h) to assign or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represants and warrants 10 Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify In any way the terms of this - Guaranty; (b) this Guaranty Is executed at Borrower's request and not at the requt3;st 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 currenUy 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 t~e 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 0) 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 Guarantofs risks under this Guaranty, and Guarantorlurther agrees that Lender shall have no obligation to disclose to Guaranlor 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 conlinuelendlng money or to extend other credit to Borrower; (b) to make any presantment, protest, demand, or nolice 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 paym~nt or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any c~lIateral held by Lender from Borrower, any other guarantor, or any other person; (a) to give notice of the terms, lime, 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 01 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. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness Shall not at all limes unUi paid be fully secured by collaterai ~Iedged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or r1ght to payment Guarantor mar now have or hereafter have or acquire against Borrower, by subrogation or othelWise, so that at no time shall Guarantor be or become a "crad,tor" of Borr"'r wilhin the meaning of 11 U.S.C. section 547(b), or an" successor provision of the Faderai bankruptcy laws. i';f\~llfif.'~~<!\h""~"'. =-'"' ,,~~_TI}'J'~"~"_ "I'~'~ -~, ~~ "". "~ "...~., . "~~,~I,_fIl"o""_-"W' ~ , COMMERCIAL GUARANTY References in the shaded area are fot Lender's use only and do not limit the ap IIcabllity of this document to an Borrower: Tahoe Corporation dlb!Va Chesapeake Bagel Bakery (TIN: 541795484) 910 17th StreetNW, Suite 800 Washington, DC 20006 Lender: Commerce BankIHarrlsburg, National Association MaIn Office/Commercial Cost Center P.O. Box 8599 100 Senate Avenue Camp Hili, PA 17001-8599 Guarantor: Paul B. Thompson 560 N Street NW Washington, DC 20024 AMOUNT OF GUARANTY. This Is a guaranty of payment of 100.000% of the Note, Including without limitation the principal Note amount of Fllty Thousand & 00/100 Dollars ($50,000.00). GUARANTY, For good and valuable consideration, Paul. B. Thompson ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Commerce Bank/HarrIsburg, National Association ("lender") or Its order, In legal tender of the United states of America, 100.000% of . the Indebtedness (as that term Is detlned below) 01 Tahoe Corporation dlb/t/a Chesapeake Bagel Bakery ("Borrower') to Lender on the terms and conditions set forth in this Guaranty. Guarantor agrees that Lender, In Its sole discretion, may determIne which portion of Borrower's Indebtedness to L.ender is covered by Guarantor's percentage guaranty. DEFINITIONS. The following words shall have the following meanings when used In this Guaranty: Borrower. The word "Borrower" means Tahoe Corporation d/bIVa Chesapeake l;Iagel Bakery. Guarantor. The word "Guarantor" means Paul B. Thompson. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated May 14, 1999. Indebtednes.. The word "Indebtedness" means the Note, Including (a) all principal, (b) all Interest, (c) all late charges, (d) all loan teas and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses Include without limitation all of Lender's attorneys' fees and Lender's legal expenses, whether or not suit Is instituted, and attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-jUdgment collection services. Lender. The word "Lender" means Commerce BankIHarrisburg, National Association, its successors and assigns. Note. The word 'Note" means the promissory note or credll agreement dated May 14, t999, In the original prinCipal amount of $50,000.00 from Borrower to Lender, together with all renewals at, extensions of, modifications of, refinancings of, consolidations of, and substitullons for the promissory note or agreement. 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. MAXIMUM LIABILITY, The maximum lIablllly of 'Guarantor under this Guaranty shall not exceed al anyone time 100.000% of the amount of the Indebtedn..s described above, plus all cosls and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral securing this Guaranty. The above limltallon on Iiabltlty Is not a restrlcllon on the amount of the Indebtedness ot Borrower to Lender ellher In the aggregale or al anyone lime. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties lrom Guarantor, the rights 01 Lender under all guaranties , shall be cumulative, This Guaranty shall not (unless specllically provided below to the contrary) alfect or Invalidate any such other guaranlles. The liability of Guarantor will be the aggregate liability of Guarantor under the tenns of this Guaranty and any such other unterminated guaranties. NATURE OF GUARANTY. Guarantor Intends to guaranlee at all limes the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness within the limits set forth in the preceding section of this Guaranty. DURATION OF GUARANTY. This Guaranty wUl lake ellecl when received by Lender wllhoulthe necessity ot any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. Release of any other guarantor or termlnallon of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation reGeived by Lender from anyone or more Guarantors shall not affect the liability at any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER! Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (8) 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 termj (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 collateral; (d) to release, substitute, agree not to sue, or deal with anyone or more of Borrower's 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 wlthoutllmllatlon, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender In Its dlscreUon may determine; (g) to sell, transfer, assign, or grant participations .In all or any part of the Indebtedness; and (h) 10 assign or transfer this Guaranly In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor reprasents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would Iimil or qualify in any way tha terms 01 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, reg~lation, 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 conditiqn of Guarantor as of the dates the financial Information is provided; (g) no material adverse change has occurred in Guarantor's f1n?;ncl1i1 condition sl!",ce the date of the most recent financial statements provided to Lender and no event has occurred which may materially adve[Sely affect Guarantor's financial condition; (h) no IUlgatlon, clalm, investigation, administrative proceeding or simnar action (including those for unpaid taxes) against G!-,arantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and 0) 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 clrcums,tances which might in any way alfect Guarantor's risks under this Guaranty, and Guarantor lurthar agrees thaI Lender shall have no obligallon to disclose to Guarantor any inlormallon or docurnenls acquired by Lender In Iha coursa of lis ra'allonshlp wllh Borrower. GUARANTOR'S WAIVERS. Exceplas prohlblled by applicable law, Guaranlor waives any right to require Lender (a) to conlinue lending money or to extend other crjlCflllo Borrower; (b) to maka any presentment, protest, demand, or notice of any kind, Including nollce 01 any nonpayment 01 the Indebledness or of ~ny nonpaymenl related to any collaleral, or nolice of any action or nonaclion on the part of Borrower, Lender, any surety, endorser, or other guaran\or 111 connection with the Indebtedness or in connection with the crealion 01 new or addillonalloans or obllgalions; (c) to resort lor, payment or to proceed dlfeclly or al once agalnsl any person, Including Borrower or any other guarantor; (d) to proceed direclly against or exhaust any c~ltateral held by l~der from Borrow~r, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any pUblic or private sale of p:ersonal property secUrity held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) \0 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 matler whatsoever. If now or hereafter (a) Borrower shall be or become Insolvent: an~ (b) .the Indebtedness shall nol at all limes unlil paid be fully secured by collateral ~Iedged by Borr9wer, Guarantor hereby forever waives and relinqUIshes In favor of Lender and Borrower, and their respective successors, any claim or fight to payment Guaranto! mar n;,w have or here~fter have ?r acquire against Borrower, by subrogation or otherwise, so that at no time shall Guaran(or be or become a crechtor of Borrower within the meamng of 11 U.S.C. section 547(b}, or any SUCcessor provision of the Federal bankruptcy laws. '~Iif1'N;i'"'N,'r'~"~~~!fil'Ili!!\jII"",~.-- -~..--. 1""""""'''_''''''''''"''''' ~" ~. "~,~~" . ~~,!Il'I ~~"~ r"~,~ "",~~_."......-" r ';W~ ",'l.~. '~'1 ,~ . ~ r .','::',.-.. ".~ " ; .,..' .:' . , '. "." ~ . .: .'<~: ;:.:' ':.'1 . .,: . '\:.\U:'l:~j~;,;?~;..:: ' FOR USE WITH GUARANTY CONTAINING CONFESSION OF JUDGMENT CLAUSE EXPLANATION OF RIGHTS-CONFESSION OF JUDGMENT 1. On the date hereof, Paul B. Thompson residing at 560 N Street NW, Washington DC (the "Guarantor") as Guarantor executed a Commercial Guaranty ("Guaranty") in favor of Commerce Bank/Harrisburg, N.A., its successors and assigns ("Commerce") guaranteeing the payment and performance of the obligations a defined therein. The obligations include loan proceeds issued or to be issued by Commerce to or for the benefit of Tahoe Corporation d/b/t/a Chesapeake Bagel Bakery, 910 17'" Street NW, Washington DC, (the "Borrower"). Guarantor desires to induce commerce to close the loan to Borrower. Guarantor understands clearly and specifically that by signing the guaranty, which contains a Confession of Judgment Clause: (a) Guarantor authorizes Commerce to enter a Judgment against Guarantor and in Commerce's favor; which will give Commerce a lien upon any real estate which the Guarantor may own; (b) Guarantor gives up the right to any notice or opportunity to be heard prior to the entry of such Judgment on the records of the court; (c) Guarantor agrees that Commerce can enter the Judgment after default as defined in the Guaranty or in any other Related Document or Related Documents as defined therein executed by borrower simultaneously herewith; (d) Guarantor subjects Guarantor's property, real, personal and mixed, to execution and sheriff's sale, pursuant to the Judgment, prior to proof of non-payment or other default on Guarantor's part; (e) Guarantor will be unable to challenge the Judgment, should Commerce enter it except by proceeding to seek relieffrom or to open or to strike the Judgment, and such a proceeding will result in attorneys' fees and costs which the Guarantor will have to pay; (f) Guarantor gives up the right to require Commerce to present a sworn document setting forth in non- conclusory terms the basis for its claim before obtaining a writ of garnishment or a writ of attachment or a writ of execution; (g) . Guarantor agrees that the writ of garnishment or writ of attachment or writ of execution may be issued without notice and without the necessity of a review and approval by an official vested with requisite discretion; and :~0f'Y-"'"~ ~ ',,",- ,,-' """'-1' ~~ ~ ~ ,~ I I! CONT ~NS ;,.. com< \1 ., UNDERSTANDS THAT GUA '~I R WOU t.o have nonce and an apport ~ni to be h right to have the blJrden of to iH default property can be eXPo$ed to Ii"'"'. tach me "to avoid the additional e)(pen ,e p~ tt;:orney fro.m or opening and strikIng io(t s judgme present a $\Norn document .se jtimg rth in c before .commerce obtains a iri ~f garnish execution: fe) 'the right to eo iji or the Issu auachment or a writ of axe ~t ~ n notic vested wITh requisite jurisdjet \6; the op , after seizure of or levy or 'x u ion of Commerce must dernonstret : t robable voluntarily. intelligently and Fn i gly ga notice and hearing prior to en ;rv 0 JUdgmel . 3. Fully. c. p sly and/I which Guarantor has prior t ! s 9 ,. 9 the aware that these rights will Ib ven up, Guarantor signs the guaranty;8 d t is lnan voluntarily chooses to slg" t ~ ranlV a being 1:0 ,give up waivel reli \q i Ih and ab paragraph 2 above). and sub] \c self or para9raph 1 above. ' 4. Guaram ir owleel instrumen"t have been execu ~d i comm tb) at all times material heret I' , a nt:or with the execution of the iU ra ty and particular the Guaranty and t is nr. ment; and 'this ins"trument. with Gua in o( attorn s~ Whenev 'r t~1 tJsed in the singular wHl be c ,~n I will include each other gende . GUARAN....OR HAS READ THI : ITS CONTENTS AND INTEND' RE FOR E LEGA BY, NA i) I ", Lnj~m,c ~,- , .'," r- ~, - ,~,~ 1~: " ,. '.::;.. DGMENT CLAUSE. GUARANTOR HAVE THE FOLLOWING: lOll the right prior to entry of the .Judgment; (b) the st upon Commerce before Guaran1:or's gamishment or execution; (cl the right eO's and cost's inciderrt to seeking relief . (dJ the right to require Commerce to -conclusory terms 'the basis of lts claim nt or a writ of attachment or a writ of ce of a writ of garnishment or a writ of and revIew andl approval ~V an official nunity for or right to a prompt hearing arantor.s property" at W'hich hearing aliditv of its claim and that Guarantor up Borrower' 8 cons-ritutional right to nowingry underst'anding 1:h$St!t rights aramy and thhl inS'trllmen't and clearly aived" relinquished and abandoned if ent" Guarantor nevertheless freely and this instnJment. Guarantor.s iri"tentions don its known rights as de$cribed In rself to the eirCUrhSl:ances described in s that la) the Guaranty and this clal transaction for business purposes; represented by counsel in connection' ery other Related Document.. and in d lcl Guarantor reviewed the Guaranty before signing 'them. of "this instrument requires" all 'terms lural and vice versa.. and each gender ~ day of May 1999. GUARANTOR FULLY UNDERSTANDS Y BOUND HEREBY. I~II , ~-..' -.;.:;:: .' ~, '.',' '.. ,. " ""I" ,""" ,_~ "",,,.,m, ~ ',::{;.~'\";";''': ' DISCLOSURE FOR COI:'IFI!:S,SION OF JUDGMENT Borrower: hhoo ~raUon d/bIthI Ches8pe:&1:e Ba9cal Bakery (11N, 541_, 81et 17'1h SI:r~ HW. S"lIe eoo Wesh(ngton, DC 2UO(I6 Lender: Commerce 8ankl'Hllrrlsburs. NalElonal Assoct.IUon Main OftleelCommet'Cla\ Cost. <::entcr P.O. Box 8599 100 SenaIe Av.nue Camp HilI. PA 17001-8$99 GU8r.ntor: Pont. D~ Tbampson .560 N .$Ireet NW Washlnglan. DC 20024 DISCLOSUFlE FOR CONFESSION OF JUDGMENT , AM ElCECutlNO, l1ftS 1-( DAY OF Al4~ ssa.ooo..oo OBUGA'T1NG IWETO R&PAYTtfAT ....;.UNT. / A.. I UNDeRS'tAND THAT THE GUARANTY CON rAINS A CONFESsION OF oIUOGMENT PROVISION THAT WOULD P8lUIT LENDER TO I!NTER .lUDGMIINT AGAINST ME IN COUR1'. AfTI iA A DEFAULT ON THE GUAftANTV. W(RtOUT ADVANCE NOTICE TO ME AND WlTHour OFPERIN~ ... ~ OP'POflTUNFTY 'TO DE~D I.GAlNST lltE ENTRY OF J'UOGMEHT. IN EXECU'I1NG THE GuAt\ANt'Y. BEING FULLy AWARE OF MY ~HTS TO ADVANCE' NonCE AIID TO A HEARING TO CONTEST THE VAUDn"V OF ANY ,JUDGMENT OR OTHER CLAIMS THAT UlNDER MAY ASSERT AGAINST MIS. UNDlIR THE GUARANTY. I AM )(NOWIN~LY. I.N1"ELUGENT1..Y. AND VOLUNTAFIILY WAIVING THESE RIGHTS. ~eWDlN(I ANY RIGHT'TO ACVI NCE Nonce OF THe ENTRY OF .JUDGMENT. AND I EXPRESSLY ACAEEANP CONSENT TO LEfrlOER"S ENTERING "UOGMENT AGAINS' - ME BY CONFESSION AS PROVIDED FOR IN THE CONFESStON OF .JUDGM&IT PROVISION. INmALS: ~~:~,r'~ .. 192:2..... A GUARANTY OF A PAOWSSo"v NQTI! FOI 8. I FURTHER UNDeRSTAND TH.AT IN ADDm'>N TO GIVlNC -J..I!NOI!R THE AIGKT TO ENTER ,JUDGMENT AGAINST M& WITHOUT ADVANCE NonCE Oft A HI!AAING. THE CONFES nON OF .JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS lANGUAGE THAT WOULD PERMIT LENDER. APTER EN'T'RY OF ..Jl'DGMENT.. TO EXECUTE ON THE ,JUDQMENT BY f=OREcL.oslNO, UPON. ATt'ACHlNG. LEVYING ON.. TAklNQ POSSESSIOM OF OR onti:AWlSE SEIZINB MY PROPl!ATV. .... FuLL OR PAFIT1AL PAYMENT OF THE ,JUDGMENT. HOWI!VEA. LeNDEA MUsr P!AOVIDI! NOnes "1:)-ME. UNDER APPUCABLE LAW IN Eic:l!CUTlNCi AN'" CONFESSeD, .nJI)QMENT. IN execunHG TH. GUARANTY. BEINe FULLY AV'AfIlE OF MY niGHTS 'TO ADVANCE Nonce AND A HEARING APTER ~UDG"'1!N'r IS ENTEAEO AND BEFORE EXECU'nON ON THe ..UDGMI!NT, I AM kNOWINGLY. INTELLIGENTLY AND VOLUNTARILY' WAIVING THESE FlIGIHTS, AND I bPRESSLY AGREE AND CONSI,N'J' TO LENOEA.S u.ecunNGi ON THE JUDGMENT. IN ANY MANNER PEIUWlTED BY APPUCABUi $TATE A....D "DBIRAL LAW. ."mAl $: i.~~::::~~~1 Co AFTER HAVlNQ READ AND DIET'EAMlNED "'HfCti OF TIlE FOU.OWlNQ'STA.TEMENTS ARe APPUCASLE" AND BY PLACING. MY INrTlAL$ NEJO" To EACH STATEMENT WH'CH APf uES. I REPRESENT THAT: INITIALS' 1, . WAS REPAESI!NT'ED BV I/t'I OWl' .IloIDePENDENT LEGAL COUNSEL IN C:ONNEcnON WITtt THe GUARANTY. :z. A REpRESENTA'TIV1! OF U!ND!R SPECIFICALLy CALLED THE COMFES$DON OF' JUDGMefrrfT PROVISION IN THE GUARAN"N TO IllY .An&NT10N. D. I cau1FY ~T MY' ANNUAL INCOME EXC=EDS $10.uoa; THAT THE aLANkS IN 'T'tiJS, DIS<10SUflE WERE AU.ED IN WHEN I INlnALED AND SIGNED rn AND nfAT I FlECIEJVE[' A COPY A'T THE TIME OF SIQNlNG. AlE HAS BeeN SIGNED AND SEAL ED BY THE UNDERSIGNED. v- '-'::.K .~ ~;}:':.~~1.;%;,~'~"m;:i'f: (.sEAL) ;;;p~..~ .,......-- ..~ ~,"".;::'~':~::::i :V:it'}~~~ ~.:::~ ( Corporate Seal ) s___ l.AlS&R PRO. ~g. l.I,9. po," .. T."'. OI'f'., VOIr. 126.. (ellllQSll eR Prcr.s-_ ....~ .... r1Qt11& 1.,.-.a.IPA.~ F3~6 Qst.llH9.LNCt.0\I1.) ~ .., _ -- ~ -""".".... iff ~TnJ ~ """ .. . Commerce .BankNA September 10, 2001 Paul B. Thompson 33 Elm Avenue Hershey, PA 17033,1438 RE: Tahoe Corp. dlbltla Chesapeake Bagel Bakery Loan Account #2811088 Dear Mr. Thompson, This will serve as formal notification that Tahoe Corporation is in default on the above loan because the account is still due for the June 14, 2001 payment, the July 14, 2001, and the August 14, 2001 payment. As a Guarantor on this loan you are personally liable on this obligation. Commerce BanklHarrisburg, N.A. (Commerce) is hereby demanding from you payment in full of the remaining loan balance no later than the close of business on September 20, 2001. No partial payments will be accepted. The amount due at this time is as follows: Principal Interest through 9/9/01 Late fees through 9/9/01 TOTAL $32,863.01 1,036.33 210.76 $34,110.10 The loan continues to accrue interest at the rate of nine and one half (9.50%) per annum with a current daily interest accrual of $8.67. Should the loan balance not be paid in full by the close of business on September 20, 2001 as demanded herein, be advised that the Bank will pursue all legal remedies against you as explained in the Promissory Note and your Guarantee. If you have any questions on this matter, you may call me at (717) 972,2881. (U'~~~ David C. Amsden Vice President IAsset Quality DCA cc: Guy Beneventano, Esq. cc: George Gunnett Via Certified Return Receipt Requested U.S. Postal Service Mail Via Regular U.S. Postal Service Mail Commerce Bank, N.A. P.O. Box 8599 100 Senate Avenue Camp Hill, Pennsylvania 17001 ~8599 ]-_o-,;5;1!'!11Jt ~ , '""-~-" .,,' ~I,",," <_-,... '_ ,,"'~."',~ _t._ _',,"".' . ... _,<'_ , _ , _,~_,~_,' .0." ~- " ,'!)->';',,"" .,,,," -~ ,~." ~., .- .. <;; SENDER: "0 -COlflplete Items 1 and/or 2 for additional services. U; -Complete items 3. 4a, and 4b. , -= _ Print your liame and address on the reverse of this forni so that we can retum this ~ ~~~ . !:.,.., -Attach this form tb 1he front of the mailpiece. or on the back if space does not e permit. ,. GJ -Wrile-R8tum RSC8ipt RequestBd. on the mailpiece below 1he article number. J: -The Return Receipt wig shoWl.to whom ~ article was delivered and the date . ~ delivered. o " 3. Article Addressed to: ~ D. e o u I also wish to receive the following services (for an extra fee): 1. 0 Addressee's Address 2. 0 Restricted Delivery Consult postmester for fee. Paul B. Thompson 33 Elin Avenue Hershey, PA 17033-1438 4b. Service Type o Registered EI Certified o Express Mail 0 Insured o Return Recelplfor M_se 0 COD 7. Date of Delivery 9 . /('{; 8. Addressee's Address (Only If requested and fee ispeid) tit u ~;- UJ' al il' I..' . II: ' ..1 c ~ " Ii II: '" c Ii " ~ .2 "I g. Jf f 7001 0360 0002 3932 9115 5. Raceived By: (Print Name) .;11 vi 'L. I/.-.",If'_ ~ 6. Signature: (Addressee or gent) g. x~t~ . .!! PS Form 3811, December )994 '02595.97.M179 Domestic Return Receipt UNITED STATES POSTAL SERVICE First-Class Mail Postage & Febs Paid USPS Permit No. G-l0 " · Print your name, address, and ZIP Code in this box. Commerce Bank/Harrisburg, NA P. O. Box 8599 Camp Hill, PA 17001-8599 D. Amsden Postage $ (J"7!. \/'v-!:..."'" )-.k", Certified Fee H0d- [PO . Return Receipt Fee ostmark (Endorsement Required) "". Restricted Delivery Fee qjliJ/tl/ (Endorsement Required) Total Postage & Fees $ J 'I DA Sent To 'm. Paul B. Tho1l!P.son Streei;Apt:'iio~i""___h"""".."--'-"'-"--------".----............................- or PO Box No. 33 Elm 'Avenue city;Siate:.ziii;.'4..............----............---.........--....................--..--..... Hershe , PA 17033-1438 :.. II . . ,-"""'--~~.,~ . , ~, TO,_, '"",,' ,~, ~~ }fj't' ~'.""_. ,,-~..~ ,. . COMMERCE BANKlHARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. PAUL B. THOMPSON, Defendant AFFIDAVIT OF LAST KNOWN ADDRESS AND INCOME AND VERIFICATION OF NON-MILITARY SERVICE I, David C. Amsden, being duly sworn according to law, depose and say that: 1. I hold the title of Vice President/Asset Quality at Commerce Bank! Harris burg, N .A., the Plaintiff in this action, and am authorized to make this Affidavit on its behalf. 2. Defendant is Paul B. Thompson, an adult individual. 3. To the best of my knowledge, information and belief, the income of the Defendant exceeds $10,000 per year. 4. To the best of my knowledge, information and belief, the address of the Defendant is 560 North Street N.W., Washington, DC 20024. 5. To the best of my knowledge, information and belief, Defendant is not in the military service of the United States, nor any state or territory thereof, or its allies as defined in the Soldier's and Sailor's Civil Relief Act of 1940 and amendments thereto. '" ", ., '0" i"'~ '! ,0 ,"_ ~",,~'l~!!!"'l< ,t:~-.~-~,./.,,~~. ~ '~",,' 1~ _' 'x:; , """','C '1 K , , . ,. . . IN WITNESS WHEREOF, I have hereunto set my hand and seal this 19th day of October, 2001. CJJ~ -- David C. Amsden Vice-President/Asset Quality Commerce Bank/Harrisburg, N.A. Respectfully submitted, METTE, EVANS & WOODSIDE By: ~ 7 '?~L-- y P. Beneventano, Esquire Sup. Ct. LD. #43107 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attomeys for Defendant Commerce Bank/Harrisburg, N.A. Date: October 19, 2001 ~!~~""'i"l1<"~ _" d. ,^ I, ~__" - >0 " ,<', I',,~,,'-" '_ ~, f' ,,0. " ,.. :"'~'1t'''~-' ..'~n' O' " ' . -~ ,~- . .~" , ~ ,iii>" '-":':' ~"i,::-'-; , ' '. . ... ..- f .. ... . COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF DAUPHIN On this 19th day of October, 2001, before me, the subscriber, a Notary Public in and for the Commonwealth of Pennsylvania, personally appeared Guy P. Beneventano, Esquire, who being duly sworn according to law says that he/she was personally present at the execution of the foregoing instrument and he acknowledged that the said instrument was duly executed by David C. Amsden, for purposed therein contained and in the capacity therein stated, and that the name of this deponent and of said David C. Amsden subscribed to the said instrument are of their respective handwritings. ?~ y P. Beneventano, Esquire Sworn ty and subscribed before me this ~ day of Ortlujy,F , 2001. WITNESS my hand and Notarial Seal the day and year aforesaid. ~~ ~;L~ Notarial Seal Melisa M. lucas, Notary Public Harrisburg, Dauphin County My Commission Expires Oct. 13, 2003 Mem~(~r, Pennsy\var!j;) Associationof Notaries ;':~)I~ '"'", .1' _ - -, _ . -.,E<. r., ~. ,-""',,:-;.1" .,.,^,..."",',..,,,-c'v___ G~I-l'{:e01J:t,r1j::~ - . 'L. .'"~.~~. '~.L' , =0_ '" ~'~ "",h' ". w, . ",. n[Umrrr.U.HlllII.11 niflllfljj1jI'" " , ... ~ .. ~ ?V ~ ~ ~ Ii:. . " ~ .... 0 C:::1 .-, f- "'- C:. l_,.' "- .-,1 ........ f::: --, r~~, f .: " :'''') , . ':"! \l ~ _.",.~ 0v . , '.f':' C) _.~ 1 ,-..) 3 (),:- --,'~:- ~" ., ' '."" ...;J ~:::<'I lr- ~'J .~ J- ~;J'"i,") --'~ .... ~=- r-) " M' ::;:~ .::0< _,,I ~=-i '-. :~ r ~J ~ ...... -< ," -< "",~" "--;I_'PI~,", ~~~"', \,J,~"",p,'~._" ~o'. ' ~~;;t~;~:V4-"qp,';~;';,!ff,lftf"'lJ_.~M~,~a!lm~,~,." P,!O__,>:~ Jif:iJ",F :j-~"'~, ',"~('I COMMERCE BANKlHARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION - LAW v. DOCKET NO. 01-6094 CIVIL TERM PAUL B. THOMPSON, Defendant NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS TO: Paul B. Thompson On October 24,2001, a judgment in the amount of $37,762.59 (aggregate as of October 1, 2001) was entered against you and in favor of Plaintiff, without any prior notice or hearing, based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. 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 TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. " ~ ',,'I'" -",f,;" !,'.'" ~' , ('1'-'".- " " ,if~'" ~ - ,,_. .. . YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR 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 (71 7) 249-3166 (800) 990-9108 METTE, EVANS & WOODSIDE By: . // uy P. e entano, Esquire , SUI! t. 1.D. #43107 01 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 Attorneys for Plaintiff Commerce BanklHarrisburg, N.A. Date: January 29, 2002 283856 ~"""""-,~~ ~ 7':'!~-~1. ''','<':-.",'~'c"'1 '.,. ~'/-> ". ~ I..'~ ... .." .. ~ <<, ~!'- ~",'~,'~ ......w.......... ...' .. ................... .."......~."...... ....,.............,.. . ~lrl1i1llllr. nj)l!~T"" --it (') C -.. ""rJl{~ D)lr:: '5;~-:;'; 1'0 (,~ rs; ;~~. "C ~~(- <- ,.J );i::C) r ;'f -~ -- . . . c~") f'~j :::,-,. 74: !"'....."l '-D .'T;> ...,,: ~:? ;'.J' c:) .,.,~ ,-"",- ~J -:: Ef>. Bf/ ,~1~~~i'ffl,'iWfu".'~<'-q:1;wl'!'i~i!O~~,~, "" ,',....,'1'i~~'JRfft, ',.,' ',' ,J~'" ::'~" u SHERIFF'S RETURN - OUT OF COUNTY A <# ---.w CASE NO: 2001-06094 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND COMMERCE BANK/HARRISBURG N A VS THOMPSON PAUL B R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: THOMPSON PAUL B but was unable to locate Him in his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within NOTICE OF JUDG & EXECU On February 15th, 2002 , this office was in receipt of the attached return from DAUPHIN Sheriff's Costs: Docketing Out of County Surcharge Dep Dauphin Co 18.00 9.00 10.00 30.50 .00 67.50 02/15/2002 METTE EVANS ~~ R. Thomas Kline Sheriff of Cumberland County WOODSIDE Sworn and subscribed to before me this r17-lt () u^,- day of iJ~ ary I ;"'''-~~''''<~'~''''''-'''''-;,,!>1!lll'''';aJ. l ~-f' . ~'I ~ ~A,",,~"""~~~ r( - -~ @ttite of tlf1~ ~4P:riff William T. Tully Solicitor J. Daniel Basile Chief Deputy Mary Jane Snyder Real Estate Deputy Michael W. Rinehart Assistaut Chief Deputy Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 255-2660 fax: (717) 255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania COMMERCE BANK vs County of Dauphin THOMPSON PAUL B Sheriff's Return No.0274-T - -2002 OTHER COUNTY NO. 01-6094 AND NOW: February 7, 2002 at 8: 45AM served the within NOTICE OF JUDGEMENT upon THOMPSON PAUL B by personally handing to MARIA THOMPSON, WIFE OF DEFENDANT 1 true attested copy{ies) of the original NOTICE OF JUDGEMENT and making known to him/her the contents thereof at 33 ELM AVENUE: HERSHEY, PA 17033-0000 Sworn and subscribed to So Answers, JR~ before me this BTH day of FEBRUARY, 2002 ~ C!-. (~aN,M) PROTHONOTARY Sheriff of Dauphin County, Pa. :~t1~ By Deputy Sheriff Sheriff's Costs: $30.50 PD 02/05/2002 RCPT NO 159642 STRUBHA F'W'""""-<l:tW_""1~ ., .. "~, -"~- ~ ...~..., f"<M._' "",~__~ ._ , ," 1~<The Court of Common Pleas of Cumberland Co~nty, Pennsylvania CarrnerceBank VS. Paul B. Thanpson SERVE: Paul B. Thanpson No. 01 6094 civil Now, February 1. 2002 , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at tile request and risk of the Plaintiff. ~I'"'~/ v# ~r' ~~~:'1'~~~ Sheriff of Cum berland County, P A Affidavit of Service Now, ,20_, at o'clock M. served the within upon at by handing to a copy of the original and made known to the contents thereof. So answers, Sheriff of County, PA Sworn and subscribed before me this _ day of , 20 COSTS SERVICE MILEAGE AFFIDA VIT $ $ ",~,O"";'r~;",,,,o,::"r'~ r'" >.- ~, " '~, ,~ -. " - " COMMERCE BANK/HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff v. CIVIL ACTION - LAW PAUL B. THOMPSON, Defendant DOCKET NO. 01-6094 Civil Term PRAECIPE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: Please mark the judgment in this case satisfied. Respectfully submitted, ~;p~ Lloyd . Persun, Esquire Mette vans & Woodside Sup. 1. I.D. #10139 3401 North Front Street P.O. Box 5950 Harrisburg, P A 17110-0950 (717) 232-5000 Attorneys for Defendant Commerce BanklHarrisburg, N.A. DATE: February 10,2006 442968vl ':1'~""""''" '~'- -~ "".f-,"-"'1""'I"'".,, '~'""",,--. ".,~ ',<~"-,-'''- " - ,', "~" ~ <~ ~ """,,. '"" ~, '0" ".& -...'~~, .^'~- ,--,-,.-" ,""", ,""", ,'~ """'--"''''-'' ,"'.. ".';;'~ O'~"/' _',p;V,.C,,,,,, --""'........- -, - ~. ~'Irfll[ I ! 1lIJT"'i ",u.1T' ~'} "-" = 0 '-- ~'" 'TI < "" .." -I f'ii *11 CO '''P .~ .~J9 "-^' r', n . ~..., '-' -I:) ~,;j~~ ~ "- .z:- i5fTI -1 :.~ Cl > .-< :J.J 0~ -( ~~~ ~'r"!~ :~~:~~m., "">;~"'''~=^'',~~,~ ."h'"_ ~,.~,W,~~~1'2l!;rM:"!~""4'<414~~,I;i.J'-"W::"t~~~J~~''Y'~''''r- ',"1';_ '. ,...IT1~F,