HomeMy WebLinkAbout01-06608
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PENNSYLVANIA STATE BANK
Plaintiff
v.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 01- t-iP Cl.i()~l T~
GORDON K. BANZHOFF and GORDON K.
BANZHOFF, JR., General Partners, and
BANZHOFF & BANZHOFF, II, a Pennsylvania
General Partnership, and KIMBERLY S.
BANZHOFF, Individually, Personal Guarantor
Defendants
CIVIL DIVISION - LAW
CONFESSED JUDGMENT
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the warrant of authority, a true and correct copy of which is attached
to the Complaint fIled in this action, I appear for the Defendants and confess Judgment in favor of Plaintiff and
against Defendants as follows:
Principll1 Amount Due .......................................... $ 54,888.34
Interest Amount Due (through 11/19/02 @ Plaintiff's Bas. Rate + 1'h%) ............ $ 1,254.16
Attorney Collection Fees ......................................... $ 5.614.25
TOTAL
$ 61.756.75
Judgment entered as above.
Robert D. Kodak, Esquire
Attorney for Defendants
Supreme Court J.D. No. 18041
C1d:. 2.~
Prothonotary
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PENNSYLVANIA STATE BANK
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
v.
NO. Ol -
C/uL <-r~
GORDON K. BANZHOFF and GORDON K.
BANZHOFF, JR., General Partners, and
BANZHOFF & BANZHOFF, II, a Penmsylvania
General Partnership, and KIMBERLY S.
BANZHOFF, Individually, Personal Guarantor
Defendants
CIVIL DIVISION - LAW
CONFESSED JUDGMENT
CONFESSED JUDGMENT COMPI,AINT
Plaintiff files this Complaint pursuant to Pa. R.C.P. No. 2951(b) for Confession of Judgment and avers the
following:
1. Plaintiff is PENNSYLVANIA STATE BANK, a corporation duly organized and existing under the
laws of the Commonwealth of Pennsylvania, with its principal office and place of business at 2148 market Street,
Camp Hill, Cumberland County, Pennsylvania 17001-0487.
2. Defendant, GORDON K. BANZHOFF, is an adult individual, and General Partner, who maintains
an office with a mailing address of Post Office Box 339, Camp Hill, Cumberland County, Pennsylvania 17011.
3. Defendant, GORDON K. BANZHOFF, JR., is an adult individual, and General Partner, who
maintains an office with an address of Post Office Box 339, Camp Hill, Cumberland County, Pennsylvania 17011,
and address at 632 Devon Road, Camp Hill, Cumberland County, Pennsylvania 17011.
4. Defendant, BANZHOFF & BANZHOFF, II, is a Pennsylvania General Partnership, with an office
address of Post Office Box 339, Camp Hill, Cumberland County, Pennsylvania 17011.
F:\USERIBONNIEJOIPSBICONFJUDGIBANZHOFF.WIPD:19NovOl
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S. Defendant, KIMBERLY S. BANZHOFF, is an adult individual, with an address of 632 Devon Road,
Camp Hill, Cumberland County, Pennsylvania 17011.
6. In an effort to induce Plaintiff to extend credit to the business operating as Banzhoff & Banzhoff, II,
on or about May 26, 1993, Defendants did execute a Mortgage in the amount of Eighty Thousand ($80,000.00)
Dollars. Attached hereto, marked as Exhibit "A" and made a part hereof is a true and correct copy of said
Mortgage.
7. As furtllter inducement, Defendants did execute a Promissory Note to accompany said Mortgage. A
true and correct copy of said Promissory Note is attached hereto, marked as Exhibit "B" and made a part hereof.
8. As further inducement, Defendants did execute a Business Loan Agreement. A true and correct copy
of said Business Loan Agreement is attached hereto, marked as Exhibit "C" and made a part hereof.
9. As further inducement, on or about May 26, 1993, Defendants, Gordon K. Banzhoff, Jr. and
Kimberly S. Banzhoff, did execute a Commercial Guaranty. A true and correct copy of said Guaranty is attached
hereto, marked as E,mibit "D" and made a part hereof.
10. A Confession of Judgment is a portion of each document attached hereto as Exhibits "A" through
"D" collectively.
11. The attached instruments have not been assigned.
12. Judgment has not been entered on the attached instruments in any jurisdiction.
F:IUSERIBONNIEJOIPSBICQNFJUDGIBANZHOFF.WPD:19NnvOl
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13. In spite of Plaintiff's demands, the Defendants continue in default under the aforesaid obligations.
14. By virtue of the foregoing, the Defendants are indebted to the Plaintiff as follows:
Principal Amount Due .......................................... $ 54,888.34
Interest Amount Due (through 11/19/02@PIaintiff'sBaseRate + 1'1.%) .............. $ 1,254.16
Attorney Collection Fees ......................................... $ 5.614.25
TOTAL
................................................... .
$ 61.756.75
15. By reason of Defendants' guarantee to Plaintiff in the full amount of the indebtedness to Plaintiff,
all of which appears by reference to the attached instruments, and by reason of Defendants' default, Plaintiff is
entitled to Judgment againSt the Defendants in the sum of Sixty-One Thousand, Seven Hundred Fifty-Six Dollars and
Seventy-Five Cents ($61,756.75).
WHEREFORE, Plaintiff demands Judgment in the sum of SIXTY-ONE THOUSAND, SEVEN HUNDRED
FIFTY-SIX DOLLARS AND SEVENTY-FIVE CENTS ($61,756.75), plus interest thereon at the rate of Plaintiff's
Base Rate plus One and One-Half (1%%) from November 19, 2001, as authorized by the warrant appearing in the
attached instrument.
Respectfully submitted,
.c.
Robert D. Kodak
Attorney for Plaintiff
407 North Front Street
Post Office Box #11848
Harrisburg, PA 17108-1848
(717) 238-7151
Attorney I.D. No. 18041
F:IUSERIBONNIEJOIPSBICQNFJlJDGIBANZHOFF. WPD:19NovOl
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';']"AECOROATION REQUESTED BY:
PENNSYLVANIA STATE BAN"
2148 MAR)(ET STREET
P. Q. BOX 487
CAMP Hill, PA 17001-0487
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WHEN RECORDED MAil TO:
PENNSYLVANIA STATE BANK
2148 MARKET STREET
P. O. BOX 487
CAMP HILL, PA 17001-0487
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SEND TAX NOTICES TO:
BOllzhan & Banzholl, II, a Pennsylvania General' partnerstilp'
P.O. Box 339
camp Hili, PA 17011
"1
SPACE ABOVE lHIS UNE IS FOR RECORDER'S USE ONLY
If\
THIS MORTGAGE IS DATED MAY 26, 1993, between Banzhoff & Banzhoff, II, a Pennsylvania General
Partnership, whose address is P.O. Box 339, Camp Hili, PA 17011 (referred to below as "Grantor"); and
PENNSYLVANIA STATE BANK0hose address is 2148 MARKET STREET, P. O. BOX 487, CAMP Hill, PA
17001-0487 (referred to below as "lender").
MORTGAGE
GRAHT OF MORTGAGE. For 'Valuable consloerailon, Grantor grants, bargains, sells, conveys, assigns, transfers, lelea&es, contltms and
morlgages 10 Lender all of Granlor's right, UUe, and interesl in and 10 the following described real property, logether with all exlsllng or subsequently
erected or affixed buildings, Improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights 01 way, all Uberties,
privileges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurlenant herealler, and Ihe reversions and
remalnders with respect Ihereto; all water, waler rJghts, walercourses and ditch righls (Including stock in ulilllles wllh dilch or irrigation rights); and all
other rights, royallles. and profits rslallng to Ihe real property, inclUding wllhoullimilation all minerals, oil, gas, geothermal and similar mailers, located
in York County, Commonwealth of Pennsylvania (the "Real Property"):
2246-2310 Pine Road, Dover Township, York County, Pennsylvania as further described In Exhibit "A"
attached hereto and by this reference made a part hereof.
The Real Property or its address is commonly known as 2246-2310 Pine Road, Dover, PA 17315.
GranlOf presenlly assigns 10 lender all of Grantor's right, IIlJe, and Inlerest tn and to all leases of the Property and all Rents from Ihe Properly. In
addillon, Granlor grants 10 lender a Uniform Commercial Cods security Intereslln Ihe Personal Properly and Renls.
DEFINITIONS. The fonowlng words shall have the following meanings when LJsed in this Mortgage. Terms not otherwise defined in this Mortgage shall
have Ihe meanings a"ribu\ed \0 such lerms In the Un~lorm CommBfclal Code. All IElIerences to dollar amoun\s shall mean amounts iolawlu\ money 01
the UniteO Slales of America.
Granlor. The word ~Granto~ means Banzhoff & BllnZhon, II, a Pennsylvania General Partnership. The Grantor Is the mOrlgagor under this
Mortgage.
Guarantor. The word wG.uarantor" meaps and Includes without Kmilalion, eacl\ and all d tho yuaraolors, sureUes, find accommodalion parlies in
connecllon wllh the lndebledness.
Improvemenls. The word ~Improvemenlsw means and includes wllhout IlmJlalion all exlsling and luture improvements, fixlures, buildings,
structures, mobile homes affixed on Ihe Real Property, facilities, addlllons and olher construction on Ihe Real Property.
Indebtedness. The word ~Jndebledness" means all principal and inleresl payable under lhe Nole and any amounts expended or advanced by
lender 10 discharge obligaUons of Granlor or expenses Incurred by lender 10 enforce obligallons of Grantor under Ihis Morlgage, logelher wJlh
lnlerfilsl on such amounls as provided In this Mortgage.
Lender. The word 'tender" means PENNSYLVANIA STATE BANK, its successors and assigns, The Lender Is the mortgagee under this
Mortgage.
Mortgage. The word "Morlgage" means this Morlgage belween Granlor and lender, and Includes withoul "mila\ion all assigmnenls and secvri1y
inlerest provisions relaling 10 Ihe Personal Property and Renls.
Note. The word "Nole" means Ihe promiSSOry note or credit agreemenl daled May 26, 1993, in the original principal amount of
$80,000.00 from Grantor 10 l-ender, logelher with all renewals of, exlensions of. modifications of, rellnanclngs of, consolidallons of, and
subslilutions for Ihe promissory note or agreement. The malurity date of this Mortgage Is June 1, 2008. NOTICE TO GRANTOR: THE NOTE
CONTAINS A VARIABLE INTEREST RATE.
Personal Property. The words wPersonal Properly" mean all equipmenl, fixlures, and other articles of personal properly now or hereafter owned
by Granlor, and n(lW or hereafter allached or aHixed to the Real Properly; logelher with all accessions, parts, and additions 10, all replacemenlS 01,
and all substitullons for, any of such property; and together wilh all proceeds (InclUding wllhoutllmllation all Insurance proceedS and relunds of
premJumsllrom any sale or other disposllton of the Property.
Property, The word "Property" means collecUvely thafleal Property and lhe Personal Properly.
Real Properly. The words "Real Properl~t mean Ihe properly, inleresls and rights described above In the wGranl ot Morlgage" seclion.
Relaled Documents. The words "Relaled Documenls" mean and include wilhoul limilaUon all promissory noles, credll agreements, loan
agreements, guaranties, security agreements, morlgages, deeds at ((-usI, and aU other instruments, agreements and documenls, whelher now or
hereafter exlsling, eXBCuled ill connection ....Uh fhe Indeblodness.
Rents. The word "Renlsw means alt presenl and fulure renls, revenues, income, Issues, royalties, profits, and other benefils derived from Ihe
property.
THIS MORTGAGE,IN.ClUDiNG THE ASSIGN.MENT Of REN1S AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, lS
GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF All OBLIGATIONS OF GRANTOR UNDER HilS
MORTGAGE AND THE AB.ATED DOCUMENTS. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOlLOWING TERMS:
PAYMENt AND PERFORMANCE. Excepl as otherwise provided In Ihis Mortgage, Grantor shall pay 10 Lender all amounts secured by fhis Mortgage
as Ihey become due, and shall slrlctly perform aU of Granlor's obligalions under lhis Morlgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Granlor agrees Il1al Granlor's possession and use of lhe Properly shall be governed by Ihe
following provisions:
Possession and Use. Until in defaull, Grantor may remain in possession and conlrol of and operale and manage Ihe Properly and collecl lhe
Rents from Ihe Property.
Duly '0 Maintain. Granlor shaD maintain the Properly 10 tenantable condHlOn and promptly pertorm all repairs, replacemants, and maintenance
necessary 10 preserve ils value.
Hazardous Substances. The terms "hazar
Mortgage, shall have Ihe same meanings as
amended, 42 U.S.C. Section 9601, et seq.
(WSARA~), Ihe HazardOUS Malerlals Transpo
Section 6901, et seq., or olher applicable s
~ha:zardous wasteW and "hazardous subslanc
and asbestos. Grantor represents and warra
use, generation, manufacture, slorage, treatm
under, or abou\ \\1& PfQper\y; (b) Gran\er ha
0581," "release," and "threatened release," as used in Ihis
tal Response, Compensation, and Liabilily Act of 1980, as
and Reaulhorlzatlon Acl of 1986, Pub. L. No. 99--499
the Resource Conservaflon and Reco....ery Acl, 49 U.S.C.
adopled pUfsuant to any ot Ihe loregolng. The lellT1S
oleum and pelroleum by-products or any fracllon thereof
f Granlor's ownership of lhe Property, lhere has been no
of any hazardous waste or substance by any person on,
at them has oeen, ex.cep\ as previousl" disclosed I.CI anti
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05-26-1993
Loan No 60001542
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ALL that certain tract of land situate in the Townsh;~Dover,
County of York and Commonwealth of Pennsylvania, being more
particularly bounded and described as follows, to wit:
BEGINNING at a steel pin set along the southern side of pine
Road, at lands nlf of G. Walter Nickey; thence extending along
lands nlf of G. Walter Nickey South fifty-five degrees twenty-
three minutes fifteen seconds East (3 550 23' 1511 E), for a
di~tance of 100.30 feet to a steel pin set along the northern
bank of the Little Conewago Creek; thence extending along the
northern bank of Little Conewago Creek South fifty-two degrees
fifty-two minutes' zero seconds West (S 520 52' all W), for a
distance of 267.07 feet to a steel pin; thence continuing along
the northernmost bank of aforementioned Little Conewago Creek
South fifty-five degrees thirty-nine minutes forty-five seconds
West (8550 39' 45" W), for a distance of 112 feet to a pin at
lands nlf of Actorl H. Hoyme; thence extending along lands nlf of
Adorl H. Hoyrne North thirty-four degrees twelve minutes thirty
seconds West ( N 340 12' 3011 W), for a distance of 72 feet to an
iron pin found along the southern side of aforementioned pine
Road; thence extending along the southernmost side of said Pine,
North fifty-six degrees ten minutes thirty seconds East (N 560
10' 3011 E), for a distance of 112 feet to .a steel pin; thence
continuing along the southern side of said pine Road North forty-
six degrees fifty-two minutes thirty seconds East (N 460 52' 30"
E), for a distance of 233.30 feet to a steel pin at lands nlf of
G. Walter Nickey; sai4 point marking the place of BEGINNING,
Banzhoff.Deed legal 6
EXHIBIT A
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Loan No 60001542
MORTGAGE
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Tille. Granlor warrants thai: (a) Granlor holds good and markelable Ulle of record to Ihe Properly In fee simple, Iree and clear of aU liens and
encumbrances other than Ihose setforlh In the Real Properly descrlplion or In any IllIe insurance policy, IIl1s reporl, or final lille opinion Issued In
favor of, and accepted by, Lender In connecUon wllh this Mortgage, and (b) Granlor has the lull righi, power, and aulhorlty to oxecule and deliver
this Mortgage 10 Lender.
Delense 01 Tille. Subject to the exceplJon In the paragraph above, Granlor warranls and wUlforever defend Ihe IIlle 10 Ihe Property agalnstlhe
lawful clalms of all persons. In the event any aclton or proceeding Is commenced that quesllons Grantor's IIUe or the Interest of Lenger under Ihis
Mortgage, Granlor shall dafend the aellon al Grantor's expense. Grantor may be the nominal party In such proceedIng, bul Lender shall be
entllled to parllcJpale In Ihe proceeding and 10 be represented In the proceeding by counsel of Lender's own choice, and Granlor will deliver, or
cause 10 be delivered, 10 Lender such Inslrumenls as Lender may request from lime to lime to permit such particlpalton.
Compl18llce With Laws. Grantor warrants Ihal the Property and Granlor's use of the Property compiles with all existing applicable laws,
ordinances, and regulaltons of governmental authorilles.
CONDEMNATION. The following provisions relaUng to condemnallon 01 the Property are a parl 01 this Mortgage.
Appllcallon of Nel Proceeds. If all or any part of the Property is condemned by smlnent domain proceedings or by any proceeding or purchase
In iJeu of condemnalion, Lender may at ils eleclion require that all or any porllon of Ihe nel procesds ollhe award be applied to the Indebtedness
or the repalr or restoration of the Property. The nel proceeds 01 the award shall mean Ihe award aller payment of alt actual costs, expenses, and
allornays' fees Incurred by Lender in connection with Ihe condemnallon.
Proceedings. If any proceeding In condemnallon Is llIed, Granlor shall prompllY notily Lender In wrlllng, and Granlor shall promptly lake such
slaps as may be necessary 10 defend the acUon and obtain Ihe award. Grantor may be Ihe nominal party in such prOCEleding, but Lender shall be
enlJlled 10 participate In the proceeding and to be represented In the proceeding by counsel of its own choice, and Granlor will deliver or cause 10
be delivered to Lender such Instruments as may be requesled by i1lrom Ume to lime to permJl such parllcipalion.
IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relaling 10 governmenlal laxes, fees
and charges are a pari 01 this Mortgage:
Currenl Taxes, Fees and Charges. Upon requesl by Lender, Granlor shall execute such documenls in addlUon to this Morlgage and lake
whatever other acllon Is requested by Lender 10 perteel and tonUnue Lender's lien on the Real Property. Granlor shall reimburse Lender for all
faxes, as described below, logether with all expenses incurred In recording, pertecllng or continuing Ihis Mortgage, including wilhoulllmllalion all
taxes, fees, documentary stamps, and other charges for recording or registering this Morlgage.
Taxes. The lollowlng shall conslllule wes 10 which this secUon applies: (a) a speCific lax upon Ihls Iype of Mortgage or upon all or any part 01
lhe Indebtedness secured by Ihts Mortgagei (b) a specific lax on Grantor which Grantor is aulhorl.:zed or required 10 deducl from paymenls on lhe
Indebtedness secured by Ihis Iype of Mortgage; (c) a lax on Ihls Iype of Morlgage chargeable against the Lender or the holder of the Note; and
(d) a specific lax on alt or any portion 01 Ihe Indebtedness or on payments of principal and inlerest made by Granlor.
Subsequenl Taxes. If any lax 10 which this section spplles is enacted subsequenl 10 the date of this Mortgage, Ihis event shall have the same
effect as an Evenl 01 Default (as defined below), and Lender may exercise any or alt of ils available remedies lor an Evenl 01 Default as provided
below unless Granlor either (a) pays the lax before 1I becomes delinquent, or (b) contests Ihe lax as provided above in the Taxes and Liens
sedlon and deposits with Lender cash or a sufficient corporale surely bond or other security salisfactcry to Lender.
SECURtTY AGREEMENTi FINANCING STATEMENTS. The fOllowing provisions relaling 10 this Mortgage as a securily agreement are a part cf lhis
Mortgage.
Securlly Agreement. This Inslrument shall conslllute a securily agreemenlto the exlent any of the Properly conslilutes fixlures or other personal
property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended Irom lime to lime.
Securtty Inleresl. Upon request by Lender, Grantor shall execule financing stalemenls and take whatever other action Is requesled by Lender 10
perfect and conllnue Lenders security Intereslln the Rents and Personal Property, In addilJon to recording Ihls Mortgage In the real property
records, Lender may, al any Ume and wlthoul further authorl2:allon from Granlor, file execuled counlerpat1s, copies or reproducllons of this
Mortgage as a nnanclng slalemenl. Grantor shall relmb!Jrse Lender lor aU expenses incurred in perfecting or continuing Ihls security Inlerest.
Upon defaull, Granlor shall -assemble the Personal Prcperty In a m.anner and at a place ressonably convenient 10 Granlor and Lender and make il
available 10 lender wilhln three (3) days aller receipt ,of wrillen demand from Lender.
Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party), from which informaUon concerning Ihe securlly inleresl
granted by Ihis Mortgage may be obtained (each as required by the Uniform Commercial Code), are as staled on the firsl page 01 this Mortgage.
FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relalJng to further assurances and altorney-in-Iacl are a pari oflhis
Mortgage.
Further Assurances. At any lime, and from time to Ume, upon request 01 Lender, Grantor will make, execule and deliver, or will cause to be
made, executed or delivered, 10 Lender or 10 Lsnder's deslgnee, and when requested by Lender, cause 10 be fUed, recorded, refiled, or
rerecorded, as the case may be, al such limes and In such officas and places as lender may deem appropriale, any and all such mortgages,
deeds of Irusl, securlly deeds, security agreements, finanCing stalements, conllnuallon stalemenls, Inslrumenls of further assurance, certlflcales,
and other documents as may, In the sole opinion of Lender, be necessary or deslrable in order 10 effectuale, complete, perfect, conUnua, or
preserve (a) lhe obligations of Granlor under the Nole, this Mortgage, and Ihe Rslaled Documenls, and (b) Ihe liens and security Inlerests
created by Ihls Mortgage as first and prior liens on Ihe Property, whelher now owned or hereafter acquired by Grantor. Unless prohibiled by law
or agreed 10 the contrary by Lender In wrlling, Grantor shali reimburse Lender tor all cosls and expenses incurred In connecllon with the mailers
rsferred to In Ihls paragraph.
Allorney-ln-Fact. If Grantor fails 10 do any ollhe Ihlngs referred to in the preceding paragraph, Lender may do so for and in the name of
Granlor and al Grantor's expense. For such purposes, Grantor hereby Irrevocably appolnls Lender as Grantor's aUorney--ln-fact for lhe purpose
01 making, E1xecullng, delivering, fittng, recording, and doing aU olher Ihlngs as may be necessary or desirable, In Lender's sole opinion, to
accompUsh Ihe mailers referred to in,the preceding paragraph.
FULL PERFORMANCE. If Granlor pays alllhe Indebtedness when due, and otherwise performs all the obligations imposed upon Granlor under this
Mortgage, Lender shall execule and deliver to Grantor a sutlable salls/aellon of Ihis Mortgage and suitable slatemenls of lermlnaUon of any llnancing
statement on file evidencing Lender's securJly Interest In Ihe Rents and Ihe Personal Properly. Granlor wilt pay, if permilled by applicable law, any
reasonable lermlnaUon lee as delermlned by lender from Ume 10 lime.
DEFAUlT. Each ot Ihe following, at the opllon 01 Lender, shall consUlule an evant of default ("Event of Delault") under this Mortgage:
Defaull on Indebtedness. Failure of Grantor to make any payment when due on Ihe'lndebtedness.
Default on other Payments. Failure of Grantor within Ihe lime required by this Mortgage 10 make any paymenl for laxes or Insurance, or any
other payment necessary 10 prevent filing of or to effect discharge of any Ilan.
Compliance Delault. Failure to comply wllh any olher term, obllgallon, covenant or condlUon contained in this Mortgage, Ihe Nota or In any of Ihe
Relaled Documenls. If such a failure Is curable and If Granlor has nol been given a noUce of a breach of the same provision of this Mortgage
wllhln the preceding twelve (12) months, II may be cured (and no Event of Defaull will have occurred) if Granlor, aller Lender sends wrillen nollee
demanding cura ot such falture: (a) cures the failure within fifteen (15) days; or (b) 11 the cure requires more than fifteen (15) days, Immedialely
Iniliales sleps sufficient 10 cure the lallure and thereafter conllnues and completes aU reasonable and necessary sleps sufficienl 10 produce
compliance as soon as reasonably praclical.
Breaches. Any warranty, representalJon or slatemenl made or furnished to Lender by cr on behalf of Granlor under this Morlgage, the Nole Of lhe
Relaled Documents Is, or at the lime made or furnished was, false in any malerlal respect.
InSOlvency. The Insolvency of Granlor, appolntmenl of a receiver for any part of Granlor's properly, any aSSignment fOf the benelil of credilors,
the commencement of any proceeding under any ban~ruplcy or insolvency laws by or against Granlor, or the dissolution or termlnallon of
Grantor's existence as a gOing business (If Granlor is a business). ExceptiO lhe extent prohlblled by federal law or Pennsylvania law, lhe dealh of
Granlor, (if Granlor 15 an Individual) also-~hall conslilule an Event of Default under this Mortgage.
Foreclosure, Forlellure. ele. Commence,;jent of foreclosure or forleilure proceedings, whelher by Judiciat proceeding, sell-help, repossession or
any other melhod, by any creditor of Granlor or by any governmental agency against any of the Property. However, lhls subseclion shall not apply
in Ihe evenl of a good failh dispute by Grantor as to the validiiy or reasonableness 01 the claim which is the basis of the 10recJo!'iure or forefeiture
proceeding, provided that Granlor gives Lender wrillen notice 01 such claim and furnishes reserves or a slJrely bond for lhe claim satisfaclory 10
Lender.
Breach of Other Agreemenl. Any breach by Granlor under the terms ot any olher agreemenl belween Grantor and Lender thai Is nol remedied
wilhln any grace periOd provided Ihereln, InclUding wllhoutlimilaUon any agreemenl concerning any Indebledness or olher obligallon of Granlor 1('
Lender, whether exlsUng now or later.
Evenls Affecting Guarantor. Any of Ihe preceding evenls occurs wilh respecllo any GuaranjOf of any of Ihe Indebledness or such Gua.
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05-26-1993
Loan No 60001542
Wc:verg and Consenls. Lender shel.
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-;sanes In the performance of this Mortgage.
Jl b? deem~d 10 have waived any rights under thIs
Igage (or under the Relaled Documents) unless
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such waiver Is In writing and signed by Lender. No delay or 0ri1 Ion on Ihe pari of Lender In exercising any rlghl shall operate as a waiver of
such rlgnt or any other rlght. A we.lVEl!' by any party 01 a. p{ovtstoo of Uus ~ &\aU nol constitute a waiver ot or praJudIca the. party's right
olherwlse 10 demand strlcl compliance wllh Ihal provision Of any olher provision. No prior waiver by lender, nor any course of dealing between
Lender and Grllonlor, sl1aU consUlule a waiver 01 any of Lender's righls or any of Granlor's obligations as 10 any fulure lransacUons. Whenever
conser\!. by lendel' Is required In th(s Mortgage, the gl'sn\ing 01 such consent by Lerlder In s"y If\stance shall l\Ol constitute continuing consam to
subsequenllnslances where such consent Is required.
GRANTOR AC!<NOWLEDGES HAV'NG READ All THE PRo.V,IS~':IS OF"JHIS MO,RTGAGE, AND GRA.NTOR A.GREES TO ITS TERMS.
x
x
Signed, acknowledged and delivered In Ute presence 01:
x
Wllness
x
Wllness
CERTIFICATE OF RESIDENCE
I hereby cerUfy, Ihallhe precise address ollhe mort!)agee, PENNSYLVANIA STAlE BANK, herein is as follows:
2148 MARKET STREET. P. O. BOX 487, CAMP HILL, PA 17001-0487
;2.f/~~!.;:i..",
tor Morlgagu
STATE OF
PARTNERSHIP ACKNOWLEDGMENT
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COUNTY OF \.:) C,,-,- \;"~'" I ,/,.", ,. ".
On Ihls d.\c~ day of \:\.c..~ ' 19C\.~ before me, the undersigned Notary Public, per$onalIY:;~~P~~~d,:~~,~~~'~",,_
Banmoff. Jr" General Partner 01 Ban & Banmoff, II, a PennsylVtlOla General Partnership; and Gordon K. ~an~iQft, p~Jftlfa(P.~'f.,QI__-\
Danmo" & BanmOff, U. a Pennsylvania General Partnership, and known 10 me 10 be partners or designaled 8genl$ 'pllh~..P_@irll1~H1p t~!;~i!.C.OJEld'
Ihe Mortgage and acknowledged Ihe Mortgage 10 be Ihe free and volunlary act and deed of the partnershlp,_~Y'ilulh6rIlY !-,!f.SI~lUI~ ,0rUl;!~~ers~lp
Agreement, for ItIe uses and plJrposes therein menlloned, and 00 oalh slaled Ihat they are aulhorlzed 10 exec.ufe lhls M.Qr!gage an,d_l~ -!~FI' iiXeP!-"I,d Ihe
Mortgte ~o behalf of the partn~hrp, ) " :. -,;-;, ,l '
BY'G'\~ ~ ~ Resldlngat ,( ~.:,'.
Nolary f1ubllc In and lor the Slate or <?-'llr-0~~~'~ My commission expires ,;:,' ,::~.!',,":',~' 'I :\.
LAseR PRO, Reg. U.S. Pal. & T.M. Olt., 'o'er. 3.18(c)1993 CFI Bankers Service Group, Inc. AU rights rnerved.tpA-G03 iii
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Usa R. Rowe, Notaiy PublIc
l-oWerpaxlonTyp.,D ,lnOou
',1ycom"';";O"I,'r""~Y"': 1~ . ...
r Certify 'Illis Document 'Th Be
Recorded In York County, Pa.
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PROIVI1SSOflY NOTE
Borrower: Btm2hon.. Banzhon, II, a ptmnaylvonf,a Genefal
Putnershlp (TIN: )
P.O. Box 3:J9
Camp Hili, PA 17011
lender: PENNSYLVANIA STATE BANK
41148 MARKET STREET
r. O. BOX 481
CAMP HILL, PA 17001-0487
Principal Amo'unl:. $80,000.00 Dale of Note: May 26, 1993
PROMISE TO PAY. Banzhon & Banmoff, II, a Pennsylvania General Partnership ("Borrower") promises to pay 10 PENNSYLVANIA STATE
BANK (''Lender"), or order,l,n lawful money 01 the Unlled Slales of America, Ihe principal jl:mounl 01 Eighty Thousand & 001100 Dollars
{$80,OOO.OO),logetherwllh Interest on the unpaJd principal balance from May 26, 1993, unlll paid in full.
PAYMENT. SUbJecllo any payment changes resulllng Irom changes In the Index, Borrower will pay Ihls loan In accordance with the lollowlng
paymenlachedule:
The principal sum of $80,000.00, together with Interest as hereinafter provided on the principal balance oulstandlng al MY
lime, calculated on the basis 01 a 365 day year. ShAll be payable In consecullve monlhly Inslallmenls, commencing on JulY
1, leU,llnd continuing on Ihe first day 01 each month therealler unlll JUne 1,2008, unless Ihe Lender elecls al any time
aner June 1, 1998 10 declare Ihe Ihen remaining principal balanca and accrued Inlerest as Immedlelely due and payable, as
provided below. Commencing Irom the date hereol and conllnulng unlll June 1, 1998, principal and Inlerestln arrears at
the rale or nine and one-hall percent (9.50%> per annum on Ihe oulslandlng principal balance shall be payable In equal
monlhly Installments 01 $835.37 on Ihe Ursl daY' 01 each monlh, each such payment 10 be,applled first 10 the paymenl or
Interest on the outstsnding principal balance, bated on an agreed fllteen (15) year amorllzallon. Thereafter, unless Ihe
Lender has elecled to declare Ihe then remaining principal balance and accrued Inlerest as ImmediatelY due and payable,
as provided below,lhe Interesl rale payable on the'prlnclpal amounl o( the Loan then outstanding shall be a nile 85 ollered
by Ihe Lender In lis sole dlscrelJon, and the amount of Ihe monthly Installments of principal and inleresl shall be such as
have been agreed between the Borrower and Ihe Lender. If the Lender chooses nol to offer a fixed rate, or Ihe Borrower
(joes not accepllhe rale, II any as offered by the l-ender, the rale of Inlerest payable on the loan lor the remainder 01 the
loan term shall be one Ilnd one-hall percent (1.1.0%) plus Ihe base Inlerest rale announced from lime 10 lime by
Pennsylvania state Bank, as lis "Base Lending Rate", such Inlerest rale under this note 10 be adJusled when and as said
base Inlerell (ale changes. Prlnclpill and Inleresl, al Ihe rale above slaled, shpll be paid bY Borrower to lender 111
conaecullve monthly Installments commencing on July 1, 1998, and continuing on the Ilrst day 01 each month Iherealler
unlll June 1, 2001, unless the Lender has elected to declare the then remaining princIpal balance and accrued Interesl as
Immedlalely due and payeble, as provided below. Monlhly paymenls of principal and Inleresl shall be calculaled and
'!dlusted quarterly (provided the lender reservea Ihe right to change lJIore Irequenlly than quarterly If necessary to avoid
negative amortization) based upon the 'ollowlng: (1) Pennsylvania Stale Pank's Base Lending Rate plus one and one-hall
percenl {1.S0%1; (2) the principal remaining unpaid; and (3) the remaining amorllzatlon lerm 01 the loan.
Borrower will pay Lender al Lender's address shown above or al such olher place as Lender may deslgnale In wrlling. Unless olherwise agreed or
required by applicable law, paymenls will be applied nrsl 10 accrued unpaid lnlerest, then 10 principal, and any remaIning amount 10 any unpaid
collecllon cosls end Iale charges.
VARiABlE INTEREST RATE. The Inleresl rale on Ihls Note Is subject 10 change from lime 10 IIrne based on changes In an Index whlchls Ihe
Pennsylvania Stale Bank's Base Lending Rale (Ihe Mlndex"). The Index Is nol necessarily Ihe lowesl rale charged by Lender on lis loans and Is set by
Lender In lis sole dlscreUon. II Ihe Index becomes unavailable during Ihe lerm of Ihls loan, lender may deslgnate a subslltute Index aller notifying
Borrower. lender wllllell Borrower the current Index rale upon Borrower's request. Borrower understands Ihal Lender may make loans based on
olher rales as well. The Interesl rate change will nqt occur more often than each Day. The Index currenlly Is 7.000% per annum. The Inleresl rate
1.0 be appUed to the unpaid principal balance 01 Ihls Nole,wUI be at a. rale o{ 1.500 percentage points over the Index, resulllng In a current rale
011.500% per annum. NOTICE: Under no circumstances will the Inlerest rale on Ihis Nole be more Ihen Ihe maximum rale allowed by applicable law.
Whenever Increases occur In Ihe Inler"l rate, lencler, allls opllon, may do one or more 01 the following: (a) Increase Borrower's payments 10 ensure
Borrower's loan will payoff by lis origInal final maturlly dale, (b) Increase Borrower's paymenls \0 cover accrUing Inlerest, (c) Increase the number 01
Borrower's payments, and (d) conllnue Borrower's peymenls allhe same amounl and Increase Borrower's final payment
PREPAYMENT PENAlTY. Borrower agrees Ihal ell loan fees and olher prepaid nnance charges are earned lully as 01 the dale of Ihe loan and wUl nol
be subJacllo refund upon early paymenl (whelher volunlary or as a result of defaulI), excepl as olherwlse required by law. Upon prepaymenl of this
Note, Lender Is enlllled 10 the lollowlng prepayment penally: lwo percenl (2%) of t1mounl prepaid during MY fixed rale lerm. Excepllor the
fOf8golng, Borrower may pay wllhoul penally all or a porllon of lhe amount owed earlier Ihan II is due. Early paymenls will nol, unless agreed 10 by
Lender In wrlUng, relieve Borrower 01 Borrower's obligation 10 conlinue to make payments under Ihe paymenl schedule. Ralher, Ihey will reduce the
princIpal balance due and may resullln Borrower's making lewer payments.
LATE CHARGE. If II payment is 15 dllY' or more late, Borrower will be charged 5.000% of Ihe unpaid porllon ot the regUlarly scheduled paymenl
or $&.00, whichever Is grealer.
DEFAlI..T. Borrower wlU be In default II any of the lollowlng happens: (a) Borrower rails 10 meke any payment when due. (b) Borrower breaks any
promise Borrower has made 10 Lender, or Borrower lalls 10 perform promplly al lhe lime and slrlclly In Ihs manner provided In Ihls Nole or any
agreement relaled 10 this Note, or In any olher agreement or loan Borrower has wllh lender. (c) Any represenlallO/l or slalemenl made or furnished 10
Lender by Borrower -or on Borrower's behalf Is false or misleading tn any malerlal respect. (d) Any partner dies or any of Ihe partnars Dr Borrower
becomes InsolVilnt, a receiver Is eppolnted lor any part 01 Borrower's properly, Borrower makes an asslgnmenl lor Ihe benent 01 credllors, or any
proceeding Is commenced ellher by Borrower or agalnsl Borrower under any bankruptcy or insolvency taws. (e) Any creditor Irles 10 lake any 01
Borrower's property on or In which Lender has a lien or securlly Inlerest This Includes a garnishment of any 01 Borrower's accounls wllh Lender. (I)
Any ollhe events described In Ihls default section occurs wilh respecllo any guarantor or this Nola. (9) lender In good faith deems lisen Insecure.
LENDER'S RIGHTS. Upon deleull, lender may declare the enUre unpaid prIncipal balance on Ihls Nole and all accrued unpaid Intaresllmmedllltely
due, without nollce, and Ihen Borrower will pay Ihal amount. Lender may hire or pay sorneons else \0 help collecllhls Note Ir Borrower does not pay.
BOllower also will pay Le1"\der that amounl. This Inctudes, sublecl 10 any \\m1ls \Inder appl\cabla laW, LSI\der's allomeys' lees and lander's \&gal
expenses whelher Of' nolthere Is a lawsulI, Including allorneys' feas and legal expenseS for bankruplcy proceedings (InclUding eUorts 10 modify or
vacale any aulomallc stay or InJuncDon), appeals, and any snUclpaled'posl-judgmenl collacUon services. If nol prohlblled by applicable law, Borrower
also will pay any court costs, In addlllon 10 all other sums provided by law. If JUdgment Is enlered In connection wllh Ihls Note, Inleresl will conllnue 10
accrue on Ihls Nole after Judgmenl al Ihe Inleresl rale applicable 10 Ihis Note el Ihe lime Judgment is enlered. This Note has been delivered 10
Lender and accepted by Lender m 'he Commorrwea"h 01 PeRrlsylvanla. If Ihere Is a IIIWSUII, Borrower agrees Upon lemler's reque,,110 sUbm"
to lhe JurisdIction of the cour1e 0' Cumberland County; the Commonweallh of Pennsylllanlll. This Nole shall be governed by and construed In
8C(:ordance Wllh Ihe laws of the Commonwealth 0' Pennsylvania.
CONFESSION OF JUDGMENT. Borrower hereby Irrevocably authorizes and empowers any atlorney or Ihe Prolhonolary or Clerk 01 any Court In lhe
Commonweallh of Pennsylvania, or elsewhere. 10 appear al any lime for Borrower alter a delaul! under Ihls Nole. and with or wllhoul complalnl filed, as
of any lerm, confess or enll;lr Judgmenl agalnsl Borrower for Iha enUre principal balance or Ihls Note and all accrued Inleresl, logelher with ,cosls of sui!,
and an allorney's commission oflen percent (10%) or Ihe unpaId princIpal balance and Ilccrued Inleresllor collection, bulln any event nolless Ihan
Five Hundred Dollars ($500); and for so doIng, Ihls Note or a copy of Ihls Note verified by allidllvil shall be sufficlenl warran!. The authorlly granted In
Ihls Nole 10 confess judgmenl against Borrower shalt nol ba exhausled by any exercise of that authority, bul shall conlinue from lime 10 lime lmd at all
Urnes unlJl pavmentln lull 0' all amounts due under this Nole.
DISHONORED ITEM FEE. Borrower wllf pay a fee to lander of $20.00 It Borrower makes a paymenl on Borrower's loan and trls check or
preaulhortzed charge with which Borrower pays is later dishonored.
RIGHT OF SETQFF. Borrower grants 10 lender a contra
transfers 10 Lender all Booower's right, IItle and Inlerest I
accounl), Including wllhoulllmllaUon all accounts held JOlnll
all IRA, Keogh, and trusl accounls. Borrower authortzes L
Nole against any and all such accounts.
COLLATERAL.. This Nota Is secured by. among olher Ihln
\ro\endM \0 be rooOfded 1ot\hwl\h, secuied upon pn:.ml'$es
In said MorIgage. All of Iho agreemenls. condHlo/ls. cov
performed by Borrower, are hereby made B. pari of Ihls Nol
and Borrower covenanls and agrees 10 \leep and perform Iherm, or cause
ef8by assIgns, conveys, delivers, pledges, and
er (whether cnac!<ln9, sailIngs, or 'lame olhar
wer mey open In the lulure. excluding howover
law, In rharge or seto!l all sums owing on Ihis
III Bow:,,';' 10 Lender of even dills heHlwllhend
wnshlp" 'fork Counly, PennsylvanIa as (lesl;ribed
ned In the Morlgage which ara 10 be kept and
ce andeffecl as If Ihey were fUllysellorlh herein,
ormed. slriclly In accordance with thAir (erm~
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05-26-1993
Loan No 60001542
PROMISSORY NOTE
(Continued)
Page 2
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CAU. PROVISION. Alaoy lime aHer Ihe explrallon of flva (5) yeal1llrom Ihe dale hereof, upon sIxty days' ptlor wrlUen noUce 10 Ihe Borrower, lender,
allts sole dlscrellof1, may declare Ihe Ihen remainIng balance 01 the principal sum and accrued Interesl 9.S Immedll!llely due and payable. 'If lender
never elects 10 rnalr:e such declarsllon, Ihls Nole shall malure, and the enUre unpaid balance of the princIpal sum and all accrued and unpaId Inleresl
thereon, shsn be doe and payable on June 1, 2008.
lOAN DOCUMENTS, This Nole, the MoMgage and Securlly Agreement, the relaled collaleral documenlS, Lender's commltmenl leller 10 Borrower
dated Aprf119, 1~, are referred 10 hereIn collecUvely as Ihe 1.oan Documenls~, and the provlslons thereof ere Incorporated hereIn by reference.
GENERAL PR0V1910NS. Lender. may delay or forgo enrorclng eny of lis rlghls or remedies under this Note wllhoul losing Ihem. Borrower and any
ollter person who signs, guaranlees or endorses Ihls Note, 10 the exlenlallowed by law, waIve presentment, demand lor payment, protesl and "OHC9 01
dIshonor. Upon a.nY ch~l1Q9ln the lerms of Ihls Nole, and unless olherwtse expressly sleled In wrlllng, no perty who sIgns Ihls Note, whelher as mAker,
guaranlor, accommodation maker or endorser, shall be released from IlablNty. All such parties agrae thai lender may renew or mend (repealedly and
for any 1eng\h oIllrfltl) this loan, or release eny par1y or guBrlmor or collateral; or ImpaIr, lall \0 realize upon or pertec1lendet's securlly Inlllltlst In Ihe
collaleral; and lake any olher acllon deemed necessary by lender w1lhoullhe t:Xlnsenl 01 Of nollcs 10 anyone. All such pArties also agree lhallender
mAY,mOdlfy Ihleloan wlthoullhe consent 01 or noUee 10 anyone olher Ihan Ihe party wllh whom the modlneallon Is made. If Any portIon of Ihll Nole Is
for any reaeon delermlned 10 be unenlorceable, "wlll nol alfecllhe enforceability of Any olher provisions of Ihls Note.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD All THE PROVISIONS OF -THIS NOTE, INClUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPlETED
COPY OF THE NOrE.
neral Pat1nershlp
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LEHDER:
PENNSY1-"V,\N,A SfATE~ANK
By: k.Ai'fd. ui"'bo~ .
Aulhortzed ~r
Varlabl. Rat.. G.n,rlc. lASER PRO, R.g. U,S. PII. & T,M. orl., V,r. 3.18 (ell!l!l3 eF' eanktrl Servtee I3rollp,lne. Allrl1lh'lnnrved.IPA-D2it eANZHOFF.lN R5.0Vlj
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_,LlSINESS LOAN AGREEMEI..
Borrower: Oanzho" & Banzhoff, II, a Pennsylvania General
Partnership (TIN: )
P.O. Box 339
Camp Hill, PA 17011
Lender: PENNSVLVANIA STATE BANK
2148 MARKET STREET
P. O. BOX 4&7
CAMP HILL, PA 17001-0487
THIS BUSINESS LOAN AGREEMENT between Banmon & Oanmon, II, a Pennsylvlll1la General partnership ("Borrower") and PENNSYLVANIA
STATE BANK ("Lender") Is made and execuled on the following teons and conditions. Borrower has received prior commercial loans from
Lender or has applied to Lender tor a commercial loan or loans and olher financial accommodations, )ncluding those Which may be described
on any eXhibit or schedule allached 10 this Agreement. All such loans and IInanclal accommodations, logether wllh all Mure loans and
Ilnanclal accommodaUon8 Irom Lender 10 Borrower, are referred to In Ihls Agreement Individually as Ihe "Loan" and collecllvely as Ihe
"loans.." Borrower understands and agrees Ihat: (a) In granllng, renewing, or extending any Loan, Lender Is relying upon Borrower's
represenlatlons, warranlles, and agreements, as sel forth In Ihls Agreement; (b) lhe granting, renewing, or eJllendlng of any Loan by lender
al all limes stull( be sublecllo lender's sole ludgment and dlscreUon; and (cl all such Loans shaUbe and shall remain sulJlecllo the 'ollowing
lerms and condlllons of this Agreement.
TERrd. This Agreemenl shall be effective as 01 May 26, 1993, and shall continue thereafter unlll all Indebtedness of Borrower to lender has been
performed in full and the pariies terminate lhls Agreement In writing.
DEFU.UTIONS. The fallowing words shall have the following meanings when used inthl$ Agreement. Terms not oU1l3rwise dallned in lhis Agreement
shall \'lave the meanings a\lrlbuted 10 such terms in the Uniform CommercIal Code. An references to dollar amounls shall mean amounls in lawful
money of the United Slales 01 AmerIca.
Agreement. The word NAgreement~ means thIs Business loan Agreemenl, as this BusIness loan Agreemenl may be amended or modified Irom
lime to lima, together wllh all exhlbils and schedules allached to Ihis Business loan Agreement from time to lime.
Borrower. The word "BOlTower" means Banzhoff & Banzhofl, II, a Pennsylvania General Parinarshlp. The word "Borrower" also Includes, as
applicable, all subsidiaries aod affiliates 01 BarrowElf' as provided below in Ihe paragraph liIled "Subsidiaries and Affiliates."
CERClA. The word '"CEACLAN means the Comprehensive Environmenlal Response, Compensallon, and Liability Ac! of 1980, as amended.
Collaleral. The word "Collateral" means and includes wHhoutllmllalion all properly and assets granted as collateral securily for a loan, whelher
real or personal properiy, whether granled dlrecUy or Indlreclly, whether granted now or in the ruture, and whether granted tn the IorIO of a security
lnlarest, mortgage, deed of b'Ust. asslgnmenl, pledge, chaI'Lel mor'lgage, challellrusl, factor's llen, equipment 'rust, con6monal sale. lIust Tecsipl,
lien, charge, lion or title retenllon contract, lease or consignment Inlended as a security device, or any other security or lien Interes! whalsoever,
whether created by law, contract, or otherWise.
ERISA. The word "ERlSA~ means the Employee Aellrementlncome SecurHy Act of 1974, as amended.
Event of Defaull. The words "Event 01 Default" mean and Include any of Ihe Events of Default set forth betow in the section tilled "EVENTS OF
DEFAUlT.ft
Grantor. The word ~Grantor" means and includes each and all of the persons or entities granting a Security Interes! in any Collateral for the
Indebledness, Including withoutlimilalion all Bouowers granling such a SecurHy Inleres!.
Guaranlor. The word "Guarantor" means and includes without limltalion, each and alf or the guarantors, sureUes, and accommodation parlles in
connecllon wllh any Indebtedness.
Indebtedness. The word -lndebtednessN means and Includes wilhoutlimilallon aU Loans, togelher wllh all other obJigallons, debls and liabilllles
of Borrower to Lender, or anyone or more ollhem, as well as all claims by lender against Borrower, or anyone or more oflhem; whelhElf' now or
Mrealler existing, volunlary or Involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable
Individually or joinlly with olhers; whether BOlTower may be obligated as a guarantor, surely, or olherwise; whether recovery upon such
Indebtedness may be or herealler may become barred by any stalule 01 flmilalions; and whether such Indebledness may be or hereatler may
become otherwise unenforceable.
lender. The word '1..ender" means PENNSYLVANIA STATE BANK, lis successors and assigns.
loan. The word "Loan" or "1..oans. means and includes any and all commercial loans and financlal accommodations lrom lender to Borrower,
whether now or hereafter existing, and howevElf' evidenced, including without limllaUon those loans and financial accommodaUons described
herein or described on any exhibit or schedule allached 10 this Agreemenllrom lime to lime.
Nole. The word NNola" means Borrower's promissory nole or notes, if any, eVidencing Borrower's Loan obligallons in favor of lender, as well as
any substitute. replacement Of refinancing note or notes thereror.
Related Documents. The words ''Relaled Documents" mean and include wilhout limitation all promissory noles, credit agreemenls, loan
agreements, guaranties, security agreements, mortgages, deeds of trust, and aU other instruments, agreemenls and documents, whelher now or
hereafter eXisling, execuled In connecUol'! with Ihe Indebtedness.
Security Agreement. The words ~Securily Agreement" mean and include withoutlimilation any agreements, promises, covenants, alTangemenls,
underslandlngs or other agre9ments, whelher created by law, contract, or olherwise, eVidencing. governing, representing, or creating a Security
IntElf'esl.
Security Inleresl. The words "Securily Inleresl" mean and include wllhoutlimitalion any type 01 collaleral security, whether in lhe IorIO 01 a lien,
charge, mortgage, deed of trusl, assignmenl, pledge. chanel morlgage, chattel trusl, raelor's lien, equlpmentlrust, conditional sale, trust receipt.
lien or tille relenllon contract, lease or consignmenllntended as a security device, or any other securily or lien Interest whatsoever, whelher
crealed by law, contracl, or otherwise.
SARA. The 'tIOfd ftSARA~ meens the Supelfurod Amerodmero\s and RaaulhOli2a\\on Ac\ 011986.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as ollhe date of this Agreement and as or the dale 01 each
disbursement 01 loan proceeds;
Organization. Borrower Is a parinership which Is duly organized, validly existing, and in good standing under the laws of the Commonweal!h of
Pennsylvania.
Aulhorlzallon. The execution, delivery, and periormance of this Agreement and all Relaled Documenls by Borrower, to the exlenllo be executed,
delivered or performed by Borrower. have been duly aulhorized by all necessary aelion by BOlTower; do not require Ihe consanl or approval of
any other person, regulatory aulhorlty or governmental body; and do not conlliel with, result in a violation of, or conslllule a delaull under (e) any
provision oltha partnership agreement, or any agreemenl or other Instrument binding upon Borrower or (b) any law, governmenlal regUlation,
couri decree, or order applicable 10 Borrower.
Financial Informallon. Each financial slalement of Borrower supplied 10 lender lruly and complelely disclosed BOlTower's financial condition as
01 the dale oftha statement, afld there has been no material adverse change in Borrower's financial condition subsequent to lhe dale of Ihe most
recenllinanclal $Ialement supplied to lender. Borrower has no material contingenl obligations excepl as disclosed In such Ilnancial slalemants.
Legal Effect. This Agreement consUlutes, and any Instrumenl or agreement required hereunder to be given by Borrower when delivered will
constllul.e, legal, valid and bInding obllgaUons of Borrower enlarceable againsl Borrower III accordance wllh theIr respective larms.
Properties. Except as conlemplated by this Agreement or as previously disclosed in Borrower's financlal slatemenls or in writing 10 lender and as
accepted by lender, and except for property tax liens lor taxes nol presenlly due and payable, Borrower owns and has good tllle to all of
Borrower's propertles Iree and clear 01 all Security Inleresls, and has not executed any securily documents or financing statements relaling to such
properties. All 01 Borrower's properiies are tilled In not used, or filed a financing stalemen! under, any
olher name lor al least lhe laslllve (5) years.
Hazardous Substances. The terms "hazardous
Agreement, shall have the same meanings as set f
as amended, 42 U.S.C. Section 9601, el seq. {"C
("SAAA~), the Hazardous Materials Transportation
Saclion 6901, el seq., or other applicable slale 0
disclosed 10 and acknowledged by lender In wrili
Borrower's properlles. thare has been no use. g
release," and "Ihreatened release," as used in this
esponse, Compensation, and liability Act 01 1980,
Reauthorization Act 01 1986, Pub. L No. 99-----499
source Conservation and Recovery Act, 49 U.S.C.
led pursuanl 10 any 01 Ine loregolng. Excepl as
(a) During the perlod 01 Borrower's ownership 01
I, disposal. release or threatened release of any
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05-26-1993
Loan No 60001542
BUSINESS LOAN AGREEMENT
. (Conlln~ed)
Page 2
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hazardous wasla or substance by any person on, under, or aboul any of the properties. (b) Borrower has no knowledge of, or reason to belieVe
lhallhere has been (I) any use, genera lion, manufacture, storage, treatment, disposal, release, or threatened release 01 any hazardous waste or
sub~tance by any prior owners or occupants or any ollhe properlles, or (II) any actuat or threatened tillgation or claims or any kind by any perSon
relating to such maUers. (c) Neither Borrower nor any tenanl, conlractor, agenl or olher authorized user of any or the properties shall use,
genEtrale, manufacture, slore, treal, dispose 01, or release any hazardous wasle or substance on, under, or about any of the properties; and any
sucn aclivlty shal! be conducted In compliance wllh all applicable federal, slale, and local laws; regula lions, and ordinances, Inctuding wllhout
IlmllEtllon those laws, regutatlons and ordlnancss described above. Borrower authorizes Lender and lis agents to enler upon the properties 10
make such Insp~t1ons and tesls as Lender may deem appropriate to determine compliance of the properties wllh this section of the Agreemenl.
Any Inspections Qr tests made by Lender shall be lor Lender's purposes only and shall not be construed to creale any responsibility or llabllily on
the part 01 Len~r to Borrower or to any other person. The representations and warranlles contained herein are based on Borrower's due
diligence in Invesllgatlng the properties lor h82ardous waste. Borrower hereby (a) releases and waives any Mure claims againsl Lender lor
Indemnity or conlrlbullon In Ihe evenl Borrower becomes liable lor cleanup or olher costs under any such laws, and (b) agrees to Indemnify and
hold harmless L~nder against any and all claims, losses, liabilities, damages, penalties, and ell:penses which Lender may direclly or indirectly
suslaln or suffer rBSulUng lrom a breach of this secllon 01 Ihe Agreement or as a consequence of any use, generalion, manufacture, storage,
diSPosal, release,or Ihrealened release occurrIng prior to Borrower's ownership or Interest in Ihe properties, whether or nolthe same was or
shol.lld have beef! known to Borrower. The provisions ollhls seellon of the Agreement, Including the obllgallon 10 Indemnify, shall survive the
payment of the Inde.btedness and Ihe terminallon or expIration ollhls Agreement and shall nol be affected by Lender's acquistllon of any Interest
In aoy ollhe properties, whelher by foreclosure or olherwlse.
UtlgaUon and Claims. No IlIigallon, claim, lnvasllgallon, administrative proceeding or similar aclion (Including Ihose lor unpaid taxes) againsl
Borrower is pending or lhrealened, and no other event has occurred which may materially adversely allect Borrower's financial condition or
proPerties, other than 11IIgallon, claims, or other events, If any, Ihat have been dlsctosed to and acknowledged by Lender In wrillng.
Tax,s. To the best 01 Borrower's knowledge, all lax returns and reports 01 Borrower Ihat are or were required 10 be filed, have been liIed, and all
taxe;, assessments and olher governmental charges have been paid in lull, exceplthose presently being or to be contested by Borrower In good
fallh In Ihe ordinary course 01 business and for which adequale reservBS have been provided.
Uen Priority, Unless olhalWise previously disclosed to lender In wrlling, Borrower has not enlered Into or granted any Security Agreements, or
perl11it1ed lhe filing or aUachment of any Secwlly Interests on or affecting any of the Collaferal dlrecUy or Indfreclfy securIng repaymenl of
Borrower's Loan and Note, Ihat would be prior or Ihat may In any way be superior 10 lender's Security Inlerasts and rights In and 10 such
Colll:r,teral.
Blnalng Enect. This Agreemenl, lhe Note end all Security Agreements directly or Indirectly secUrlng repayment 01 Borrower's Loan and Nole are
bindIng upon Borrower as well as upon Borrower's successors, representallves and assigns, and are legally enforceable In accordance wllh their
respectlva lerms.
Commercial Purposes. Borrower intends 10 use the Loan proceeds solely lor business or commercial related purposes.
Employee Benein Plans. Each employee benelil plan as to which Borrowet may have any liabUily complies in all material respecls wilh all
applicable requirements of law and regulallons, and (I) no Reporlable Evenl nor Prohibiled Transaction (as defined In ERISA) has occurred with
resPect to any such plan, (ii) Borrower has not wllhdrawn Irom any such plan or Initialed steps to do so, and (ill) no sleps have been taken 10
terminate any such plan.
Location 01 Borrower's Onlces and Records. The chief place of business of Borrower and the office or ollices where Borrower keeps ils
recOrds concerning the Collaleralls located al P.O. Box 339, Camp Hill, PA 17011.
Inlormatlon. AlI,lnlormaDon heretofore or contemporaneously herewilh furnished by Borrower 10 Lender lor the purposes of or in connecllon with
this Agreement or any transaction conlamplated hereby Is, and all informaUon hereafter furnished by or on behalf of Borrower to lender will be,
true and accurate In every material respect on the date as of which such Information ls dated or certified; and none of such lnformallon Is or will be
Incomplete by omlUlng 10 slale any material fact necessary 10 make such inlormaUon not misleadIng.
Survival 01 Representation and Warranties. Borrower understands and agrees thai lender Is relying upon Ihe above representations and
warranties In making 1h9 $ove re-'erenced loan to Borrowet. Borrower further agrees lhalthe loregolng representatioris and warranlles shall be
continuing In najure and shall rema'n In lull force and effect unlll such lime as Borrower's Loan' and Note shall be paid In lull, or unlll this
Agrl:lemenl shalt be terminated In the manner provided above, whichever Is the last 10 occur.
AFFIRM4T1VE COVENANTS. Borrower covenants and agrees with Lender Ihal, while this Agreement Is in erlecl, Borrower will:
LlIIgallon. promplly inform Lender In wrillng of (a) all malerlal adverse changes In Borrower's 'financial condlllon, and (b) all Iitigallon and claims
and alllhrealened litigation and c1alms affecting Borrower or any Guarantor which could materially affecllhe financial condition 01 Borrower or Ihe
financial condition of any Guaranlor.
Flnrmelal Records, Mainlaln lis books and records in accordance with generally accepled accounllng principles, applied on a conslstenl basis,
and permif Lender 10 examine and audit Borrower's books and records at all reasonable limes.
FlnlUlclal Slatemenls. Furnish lender with, as soon as available, but in no event later than nlnely (90) days after Ihe end 01 each Ilscal year,
Borrower's balance sheet and Income slalemenl for the year ended, compiled by a cerlllled public accountant satisfactory 10 lender. All "nanelal
repl)r1s required 10 be provided under this Agreement shall be prepared In aCCOrdance wllh generally accepted accounting principles, applied on
a ClJnslstenl basis, and certified by Borrower as being true and correcl.
Additional Inlormallon. Furnish such addillonal Inlormalion and statements, lists or assets and Ilabililies, aglngs 01 receivables and payables,
Inventory schedules, budgets, lorecasts, lax returns, and olher reports with respect 10 Borrower's financial condlllon and business operations as
Lender may request from time 10 lime.
InSUrance. Malntaln fire and olhet risk Insurance, public Ilablllty Insurance, and such _olher insurance as Lender may require with respect 10
Borrower's properUes and operations, In lorm, amounts, coverages and wilh insurance compantes reasonably acceplaple 10 Lender. Borrower,
upon request 01 Lender, wilt deliver to Lender lrom lime 10 lime Ihe policies or cerlillcates of Insurance 1n form satislaclory 10 Lender, Including
sllpulaUons thai coverages will not be cancelled or diminished wllhout atleasllen (10) days' prior wrlllen notice to Lender. In connecllon wilh all
pollcias covering assels In which Lender holds or is ol/ered a security Interest for the loans, Borrower wUl provide Lender wilh such loss payable
or other endorsements as Lender may require.
Insurance Reports. Furnish to Lender, upon requesl of Lender, reports on each existing insurance policy showing such informalion as Lender
mav reasonably requasl, Including wilhoutlimitatlon Ihe fOllowing: (a) Ihe name of the insurer; (b) the risks Insured; (c) Ihe amounl 01 the policy;
(d) Ihe properties insured; (e) the Ihen current property values on the basis of which Insurance has been obtaIned, and Ihe manner of
dallOlrmlning lhose values; snd (f) lhe expiraUon date 01 the policy. In addlllon, upon requesl of lender (however nol more ollen Ihan annually),
Borrower wlU have an independent appraiser satisfactory to Lender determlna, as epplicable, Ihe actual cash value or replacement cosl 01 any
Collaleral.
GUl.lrantlea. Prto/" 10 disbursemenl of any Loan proceeds, furnish executed guaranties ollhe Loans In favor of lender, on Lender's forms, and in
the amounts and by the guarantOfs (lamed /Jalow:
Guarantors ~
Gordon K, Ban2hon and Mary L. Ban2ho" $80,000.00
Gordon K. Banmoff, Jr. and Kimberly S. Banzlton $80,000.00
Dlher Agreemenls. Comply with all terms and conditions of all other agreements, whelher now or herealler exisling, belween Borrower and any
othl3r party and nollfy Lender Immedlalely In wrlling of any default In connecllon wllh any other such agreemenls.
Loan Proceeds. Use all Loan proceeds solely lor Borrower's business operallons, unless specifically consenled 10 the conlrary by Lender in
writing.
TlD;ea. Charges and LIens. Pay and discharge when due all 01 Us indebtedness and obllgallons, including withoul limltalion all assessmenls,
taxl3S, governmentat charges, levIes and liens, of every kind and nature, imposed upon Borrower or its properties, income, or prolils, prior 10 the
date on which penalties would aUach, and all lawful claims that, it unpaId, might become e lien or charge upon any 01 Borrower's properlies,
Income, or proms. Provided howeVer, Borrower will nol be required to pay and discharge any such assessmenl, tax, charge, levy, Uen or claim so
long as (a) Ihe legality ollhe same shall be conlesled In good fallh by appropriate proceedings, and (b) Borrower shall have established on its
bOiJks adequala reserves with respecl to such contested assessmenl, tax, charge, levy, lien, or claim In accordance with generally accepled
8Cl::ounUng pracUces. Borrower, upon demand 01 Lender, will furnish to Lender evidence of payment 01 the assessments, taxes, charges, levies,
liens and claims and wilt aulhorlze the approprlale governmental official to deliver to Lender at any lime a wrlUen statement of any assess manis,
(axes, charges, levies, liens and cfaims againSl Borrower's properties, Income, Of pm/its.
Pe,.formance. Perform and complr . I aU terms, condillons, and provisions set forth i -';s Agreement and In all other instruments and
agreemenls between Borrower and Ll I r in a llmely manner, and promptly nolify lender if l Jwer learns of the occurrence of any evenl which
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Q5-2~1993
Loan No 60001542
BUSINESS LOAN AGREEMEI'\
(Conllnued)
Page 3
conslllutes an Event 01 Delaun under this Agreement ~
Operations. SubslanUa.lly maIntain Us Pf9senl exaculiVe am:! management personnel; cQnduclns business alfsks In a reasonable and prudenl
manner and In compliance wllh all applicable federal, state and municipal laws, ordinances, rules and regulalfons respeclfng lis properties,
charlers, businesses and opera lions, Including compliance wllh all minimum fundIng standards and olher requirement! 01 ERISA and olher laws
appllcable to Borrower's amployee benefil plans.
Inspection. Permit employees or agenls of Lender at any reasonable lime 10 Inspecl any Bnd all collateral for Ihe loan or Loans Bnd Borrower's
olher properties and 10 examine or audit Borrower's books, accounls, and records and to make copies and memoranda 01 Borrower's books,
accounts, and records, If Borrower now or al any lime hereafter maintains any records (Including wilhoulllmllallon computer generaled records
and computer software programs for the genGfatlon of such records) In the possession 01 a Ihlrd party, Borrower, upon raquest of Lender, shari
nollty such party 10 permit Lender free access 10 such records at all reasonable limes and 10 provide Lender with copies of any records n may
request, all at Borrower's expense.
Compliance Certlftcate. Unless waived In wrlllng by Lender, provIde Lender al leasl annually and atlhe lime of each disbursemenl of loan
proceeds wllh a cerlfPcate executed by Borrower's chief flnanclal officer, or other officer or person acceptable to Lender, certllylng thai lhe
represenlatlons and warranl1es set lor\h In lhls Agreement are true and correcl as 01 lhe dale of \he cerllllca\e and lurthef certll1\ng thaI, as m \he
dale of Ihe certlficale, no Evenl of Default exlsls under Ihls Agreement
Add",onal AssuTancea. Ma~e, execule end de\iver \0 lender such promissory no\es, mortgages, deeds of Irust, s9C\lflly agreernenls, flnanclog
statemenls, Inslruments, documenls and other agreemenls as Lender or lis allomeys may reasonably requeslto evidence and secure the Loans
and 10 perfect aN'Securily Interesls.
NEGATIVE COVENANTS. Borrower covenants and e.grees wllh lender Ihal while thIs Agreement Is In effecl, Borrower shalf nol, wllhoulthe prior
wrillen consent 01 lender: '
Indebledness and liens. (a) Except for Irade debl Incurred In the normal course of business and Indebtedness to Lender contemplaled by rhls
Agreemenl, create, tncur or assume Indebtedness for borrowed money, Including capital leases, (b) sell, lransfer, mortgage, assfgn, pledge, lease,
grant a securily Interest In, or encumber any of Borrower's assels, or (c) sell with recourse any of Borrower's accounls, excepllo lender.
ConUnulty or Operations. (a) Engage In any business aclfvllles sUbstanllalty dlfferenl Ihan those In which Borrower Is presenlly engaged, or (b)
cease operaDons, Ilquldale, merge, lransrer, acquire or consolidate wllh any olher enlily, change ownership, dissolve or IranslQr or sell Collaleral
oul of Ihe ordinary course of bUsiness.
loans, A.cqUisltlons and Guaranlles. (a) Loan, Inves! In or advance money or assels, (b) purchase, creale Of acquhe any Interest In any o\\mr
enterprise or enllty, or (c) Incur any obllgallon as surely or guarantor alher than In the ordinary course of busIness.
CESSATION Of ADVANCES. II lender has made any commltmenl1o make any loan \0 Borrower whelher under!hIs k;}reemant Of ul\dar any other
agreemenl, lender shall have no obligation 10 make Loan Advances or 10 disburse loan proceeds If: (8) Borrower Or any Guarantor Is In delaull under
Ihe lerms of Ihls Agreemenl or any of the RelalE!d DoclJmenl$ or any olher agreement Ihat Borrower or anY Guaranlor has with lender; (b) Borrower
becomes Insolvenl, lIIes a pelllfon In bankruptcy or sImilar proceedings, or Is adjudged a bankrupl; (e) Ihere occurs a material adverse change in
Borrower's flnancfal condmon, In Ihe "nanclal condflfon of any Guaranlor, or In the value of any Collaleral securing any loan; (d) any Guamnlor seeks,
claims or otherwise anempls \0 tlmlt, modify or revoke such Guarantor's guaranty of the loan or any oIher loan wllh lend9\"j or (&) lender Ir. goodls"h
deems Ilself Insecure even though no Event of Defaull shalf have ocoulTed,
DEfAULT INTEREST RATE. In the went of default tor which the Bank ooes not accelBrllle tha loan, Including the, failure of Borrower to prol/lde the
financial statemenls as required hereunder or under the Loan Agreement, Ihe applicable Inlerest rale on the Loan, lor a perIod begtnnlng three (3) days
aNer wrlUen nollce of such defaull and ending upon the curIng of said nollced default, shall Increase one quarler of one percent (.25%) for the nrsllhlrty
(30) days of saId defaull and Increase an addiltonal one quar1er (.25%) durlhg each thlrly (30) day period thereaHer during which Ihe nollce defaull
continues. Such defaulllnterest rales shall apply 10 Ihe oulslllndlng principal balance of the Loan. Upon Ihe curing of Ihe nollced defauli, Ihe Inleresl
Tate on!he loan shall Taver\ 10 the'lnllla\ly agreed-upon Inlerl'l$t rate elfacUw on lhe dal9 on wNnh lhe default Is cured.
RIGHT OF SETOFF. Borrower granls 10 lender a contractual possessory securlly Inleresl In, and hereby assIgns, conveys, delivers, pledges, and
transfars to lend9r all Borrower's fight, m\e and ,,,teres! lr. and 10, Borrower's accour.ts wllh lender (whmher checkIng, savings, or some other
accounl), Including wtthoutllmllation an accounls held JolnUy wllh someone else arid all accounlt Borrower may open in Ihe fulLire,- exclUding however
alt IRA, Keogh, and Irusl accounls. Borrower authorlzes lender, 10 Ihe exlenl permilled by applicable law, 10 charge or seloff all sums owing on Ihe
Indebledness againsl any and all such accounls,
EVENTS OF DEFAUlT. Eech ollhe following shalr consiilule an Event of Defaull under Ihls Agreemenl:
Defsull on Indebledness. Failure of BOlTower 10 make any paymenl when due on lhe Loans.
Oth-er Defaults. failure 01 BmTower or any ~antor 10 cumpl,! wllh or 10 perform WhM due any olher term, obllgatlon, COl/eMn! or condition
contained In Ihls Agreement or In any of the Aelaled Documenls, or failure of BQrrower 10 comply with or 10 perrorm any olher lerm, obllgallon,
covenant or condillon contained In any olhar agreemenl between Lender and Borrower. "any fatlure, other than a failure 10 pay money, Is
curable and If Borrower or Granlor, as the case may be, has nol been given a notice of a similar breach wllhin the preceding IwelVe (12) monlhs, II
may be cured (and no Event of Default wUl have occurred) If Borrower or Grantor, as lhe case may be, alier rec!!ivlng wrillen nollce from Lender
demaroding CUI'El of such m\lure: (a) cures !he fallure wlthln () days; or (b)!f the cure cequlres more than () days, Immedlalely Inllfates sleps
which Lender deems In Lender's sole dlscrelfon 10 be 'sufflclenl 10 cUre the failure and thereafler conUnues and compleles all reasonable and
necessary sleps sufflclenllo produce compliance as soon as reasonably pracllcal.
De'aullln Favor 0' Third Parties. Should BOlTower or any Granlor defaufl under any loan, exlenslon of credit, securfly agreement, purchase or
sales agreement, or any other agreement, In favor of sny olher creditor or person Ihal may malerially affect any of Borrower's properly or
Borrower's or any Granlor's abllfly 10 repay Ihe Loans or perlorm theIr respeclive obllgallons under lhls Agreemenl or any 01 the Relaled
Documenls,
False Stalements. Any warranly, represenlallon, or slalement made or furnIshed 10 Lender by or on behall 01 Borrower or any Granlor under Ihis
Agreement or Ihe Related Documenls Is lalse or misleading In any malerlal respect, eilher (lOW or at the lime made or furnished.
Detective Collaterallzallon. This Agreement or any 01 the Relaled Documenls ceases 10 be In lull lorce and enecl (Including lallorB of any
Security Agreemenllo create a valid and perfected Security Inlerest) al any lime and for any reason.
Insolvency. The dissoluUon or lermtnallon of Borrower's axlslence as a goIng business or Ihe dealh ot eny partner, insolvency, llppo1nlmenl 01 a
receIver for any pari of Borrower's properly, any asslgnmenllor the benefit 01 creditors, any type of credUor workoul, or Ihe commencement of any
PfOceedlng undQf any bankruptcy or Insolvel1cy laws by or agalnsl Borrower,
Credllor or Foriellure Proceedings. 'Commencemenl 01 foreclosure or lorfellure proceedings, whether by jUdicial proceeding, sell-help,
repossession or an.y other melhod. by any creditor 01 Borrower, tlny creditor 01 any Granlor agalnst any collateral securIng the Indebledness, or by
any governmental agency. This Includes a garnlshmenl, aUachment, or levy on or af any of Borrower's deposfl account! wllh Lender. However,
thIs Evenl of Oelaull shalt nol apply If there ts a good faith dlspUIe by Borrower or Granlor, as Ihe case may be, as to Ihe validity or reasonableness
01 the claIm which 1s the basis 011he credi10r or lorlelture proceeding, and II Borrower or Granlor gIves Lender wrillen no1lce of the credilor 01
forfeiture proceedIng and furnisheS reserves or a surely bond for lhe credilor or forlellure proceedIng salfslactory to Lender.
Even1s AUec\lng Guarantor. Any 01 the preceding evenls occors wllh respecl 10 any Guarantor 01 any 011he Indebtedness or such GuaranlOl'
dies or becomes lncompelenl. Lender, at ils oplion, may, bul shall nol be required 10, permillhe Guarantor's eslate 10 assume uncondllionally the
oblfgalfons adslng under the guaranty In a manner salisfactory 10 Lender, and, In doing so, cure lhe Event of Defaull.
Events Affecllng Generllt Partner 0' Borrower. Any 01 Ihe preceding events occurs with respecl 10 any general par1ner of Borrower or any
general partner dies or becomes Incompetent.
Change In OWnership. The resignaiion or expulsIon of any general parlner wflh an ownership Inleresl of lwenly-five percenl (25%) or more In
Borrower.
Insecurity. Lender, In good lalth, deems Itself Insecure.
EFFECl' OF AN EVENT OF DEf'AULl'. II any E\loanl of DelaUlI shall OC1:;ur, all commItments am~ 1)b\lgatlons ()t lsrnmr um:!m INs Agreement Of the
Relaled OOCllmenls or any olher agreement Immedlately wlfltermlnale and, at Lender's opUon, alt LoanS immedlalely will become due and payable, all
wilhoul nollce of any kind 10 Borrower, exceplIhatIn the case of an Evenl of Default of Ihe lyPe described In the "Insolvency"' subsecUon above, such
acceleration shall be automallc and not oplfonaf.
MISCELl.ANEOUS PROVISIONS. The following miscellaneous provisions are a perl of this Agreemenl:
Amendments, This Agreemenl, logelher with any Relaled Documents, conslllulE/s the enllre underslandlng and agreement ollhe parlles as 10 the
mailers set forlh In this Agreement. No allerallon of or amendmenllo Ihls Agreemenl shall be efrecllve unless given In wrll!ng and signed by Ihe
porly or parties sought 10 be charged or bound by Ihe allera-Iton or amendment.
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05-26-1993
Loan No 60001542
BUSINESS LOAN AGREEMENT
(Continued)
Page 4
Applicable Law. This Agreemanl has been deliVered to Lender and accepted by Lender In the Commonweallh of Pennsylvania. II there Is
a lawsuit. Borrower agrees upon Lender's requesl to submll to the jurisdiction of the courts 01 Cumberland County, the Commonwealth
of Pennsylvania. Thlv Agreement shall be governed by and construed In accordance wilh the laws of the Commonweallh of
Pennsylvania.
Capuon Headings. CapUon headings In this Agreement are for convenience purposes only and are nollo be used to Inlerprel or deline lhe
provisions 01 thlli Agreemenl.
Mulllple Parties. All obligallons 01 Borrower under this Agreemenl shall be Jolnl and several, and all references to Borrower shall m$an each and
every Borrower. Thls means thai each 01 the perso.os signing below Is responsible for all Obligations in this Agreement.
Consent let Loan Participation. Borrower agrees and consents to Lender's sale or Iransfer, whether now or later, of one or more participation
inferests In lhe Loans to one or more purchasers, whelher mlaled or unrelaled 10 lender. Lender may provide, WIThout any limitation whatsoever,
to anyone or more purchasers, or polenIJal purchasers, any InformaUon or knowledge Lender may have about Borrower or aboul any other mailer
relaUng to the Loan, and Borrower hereby walves any rights 10 privacy 1I may have wllh raspecllo such mallars. Borrowar addillonally waives any
and aU nolices of sale of partlcipalion Interests, as well as all noUces of any repurchase 01 such participation Interesls. Borrower also agrees Ihal
the purchasers of any such partlcipallon Interesls will be considered as the absolute owners of such lnlerests In Ihe Loans and will have all the
rlgnJs granted Ulldar Ihe parllcJpalloll agreement or ag/eemanls governing the sale of such partJcJpaUon JnI91esls. aOlfOW91 fl.l1lhsr waives aU
rights 01 offsel or counterclalm Ihat II may have now or later againsl Lender or against any purchaser 01 such a participallon lnleresl and
unconditiOnally agrees thai silher Lender or such purchaser may enforce Borrower's obligation under the Loans irrespeclive of the failure or
Insolvency of any holder 01 any interest In Ihe Loans. Borrower further agrees thallhe purchaser of any such participation interesls may enlorce its
Inleresls lrrespecUve 01 any personal olalms or defenses thai Borrower may have againsl Lender.
Costs ami Expenses. Borrowar agrees to pay lJpon demand all of Lender's oul-ol-POCkst expenses, Incll1dirl{1 al/omeys' fees, inclJlrsd In
connecUon with the preparation, execullon, enlorcement and collecUon ollhls Agreement or In conneotion with the Loans made pursuant to this
Agceemenl. lender may pay someone else to help colleclthe Loans and 10 enforce this Agreemenl, and Borrower Will pay Ihat amount This
includes, Subject 10 any IImlls under applicable law, Lender's altomays' fees and lender's legal expenses, whelher or notlhere is a lawsuit,
Including ellornays' fees lor bankruptcy proceedings (Including efforts 10 modify or vacate any aulomallc slay or InJuncllon), appeals, and any
anUclpaled post-Judgment collecUon services. Borrower also wlll pay any court costs, in addition to all olher sums provided by taw.
Notices. All nollces required to be given under Ihis Agreemenl shall be given In wriUng and shall be effective when acluaUy delivered or when
deposlled In the United Slales mall, firsl class, postage prepaid, addressed to the party 10 whom the notice Is to be 91ven allhe address shown
_above. Any party may ohange lis address lor notlces under Ihls Agreemenl by giving formal wrillen nolice 10 Ihe other parties, specllylng Ihalthe
purpose of the nollce Is 10 change the party's address. To Ihe exlenl permllled by applicable law, illhere is more than one BorrGWer, nolice 10 any
Borrower wID conslilule noUce 10 all Borrowers. For nolice purposes, Borrower agrees to keep Lender inlormed al all limes of Borrower's current
address{es).
Severability. If a court 01 compelent jurisdlcllon finds any provision ollhls Agreement to be invalid or unenforceable as 10 any person or
circumslaoce, such finding shall nol rendar thai provision invalid or unenforceable as to any olher persons or circumstances. If feasible, any such
offending provision shall be deemed 10 be modlDed to be within the limlls 01 enforceability or validlly; hoWever, II the offending provision cannal be
50 modiliBd, If shall be sIrlcken and an oIher provISions oI1hls Agr8811lBnlln aJJ mh6r respects shaJJ remain valid and enJ01caabla
Subsidiaries and Afflllales of Borrower. To the exlenlthe context 01 any provisions of Ihls Agreement makes it appropriale, Including wilhoul
Ilmllallon any representallon, warranly Of covenanl, Ihe word "Borrower" as used herein shall Include all subsidiaries and affiliates 01 Borrower.
Notwithstanding Ihe foregoing however, under' no oircumstances shall this Agreement be construed 10 require Lender to make any Loan or olher
financial accommodation to any subsidiary or affiliate 01 Borrower.
Successors and Assigns. All covenants and agreements contained by or on behalf of Borrower shall bind lis successors and assigns and shall
inure 10 the benefit 01 Llmder, lis successors and assigns. Borrower shall nol, however, have lhe right to assign its rights under this Agreement Of
any InleIest therein, wllhoutlhe prior wrlllen consent 01 Lender.
Survival. AU warranties, represenlatlons, and covenants made by Borrower in this Agreement or in any cerlillcate or other Inslrument delivered by
Borrower 10 Lender undsr thJs Agreemsnf shall be considered 10 have been relied upon by lender and wlll survive the making 01 the Loan and
deUvery to Lender of the Related Documents, wgardless of any Invesllgation made by lender or on Lender's behalf.
TIme Is of the Essence. Time is of the essence In the performance ollhls Agreement.
Waiver. lender shalt not be deemed 10 have waived any rights under thl$ Agreement unless such waiver Is given In writing and signed by
Lender. No delay Of omlsslon on. the pari of Lender In exercising any right shall oparate as a waiver of such righl or any other (Igh!. A waiver by
Lender of a provision 01 this Agreement shell not prejUdice or consUlule a waiver of Lender's rlghl otherwise 10 demand strlct compliance wllh Ihal
provision or any other proVIsion of this Agreement No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or
between lender and any Granlor, shall constitute a waiver of any 01 lender's righls or of any obllgallons of Borrower or of any Granlor as 10 any
luture transacllons. Whenever lhe consent 01 Lender ls required under this Agreement, the gr~nlin9 01 such consent by Lender In any InslanC$
shall nol conslltule continuing COllsent In subsequent Instances where such consenlis required and In all cases such consent may be granted or
withheld in the sole dlscrellon of Lender.
BORROWER ACKNOWLEDGES HAVING READ ALl. THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT, AND BORROWER AGREES TO
ITS TERMS. THIS AGREEMENT IS DATED AS OF MAY 26, 1993.
LASER PRO, Reg. U.s. /'el. & T.M. Off., Ver. 3.18(C) 1993 CFI Banker~ SllNlce Group. Inc. AIIrlllhlsreserved.[PA-C40 E1ANZHOFF.LN R5.0VLl
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COMMERCIAl- GUARANTY_
References in the shaded area are for Lender's use only and do notlimil the applicability of this document to an
Borrower: Ban2l10ff & Ban2l10ff, II, a Pennsylvania General Lender: PENNSYLVANIA STATE BANK
Partnership (TIN: ) 2148 MARKET STREET
P ,0. Box 339 P. O. BOX 487
Canlp HIli, PA 17011 CAMP HILL, PA 17001-0487
Guarantor: Gordon K. Ban:zhoff, Jr. and Kimberly S. Ban:zhoff
632 Devon Road
CanlP HIli, PA 17011
AMOUNT OF GUARANTY. This Is a guaranty of payment, of the Note, Including without limitation the principal Note amount Of Eighty
Thousand & 001100 Dollars ($80,000.00),
GUARANTY. For good and valuable consideration, Gordon K. Banzhoff, Jr. and Kimberly S. Banzhoff ("Guarantor") absolutely and
uncondlllonally guarantees and promises to pay to PENNSYLVANIA STATE BANK ("Lender") or Its order, In legal tender of the Unlfed Slales
of America, the Indebtedness (as that term Is defined below) of Ban:zhoff & Banzhoff, II, a Pennsylvania General Partnership ("Borrower") to
Lender on the terms and condlllons set forth In this Gusranty.
DEFINITIONS, The following words shall have the following meanings when used in this Guaranty:
Borrower. Ttle word "Borrower" means Banzhaff & Banzhoff, II, a Pennsylvania General Partnership.
Guarantor, The word "Guarantor" means Gordon K. Banzhoff, Jr, and Kimberly S. Banzhoff.
GUaranty. TIle word "Guaranty" means this Guaranty between Guarantor and Lender dated May 26, 1993.
IndebtedneSS. The word "Indebtedness" means the Note, inctuding (a) all prlncipal, (b) all interest, (c) all late charges, (d) all loan fees and
~oan char~es, a~d. (~) all collection costs and ~penses relating to the Note or to any collateral for the Note. Collecllon costs and expenses
Include without limitation all of Lender's attorneys fees and Lender's legal expenses, whelher or not suit is instituted, and attorneys' fees and legal
expe~ses for bankruJ?tcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals. and any anticipated
post-Judgment collection services.
Lender. The word 1-eoder'" means PENNSYLVANIA STATE. BANK, its successors and assigns.
Note. The word "Note" means the promissory note or credit agreement dated May 26, 1993, in the orlgtnal prtnclpal amount of $80,000.00 from
Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, 'consolida'tions of, and substitutions for the
promissory note or agreement.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at anyone time the amount of the
Indebtedness described above, plus all costs and expenses of (al enforcement of this Guaranty and (b) collection and sale of any collateral
securing this Guaranty.
The above IimitatiOI1 on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at anyone lime.
If Lender presently holds one or more guaranties, or hereafter receives additional guaranties 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 Guaranto( will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other un,terminated guaranties.
NATURE OF GUARANTY. Guarantor Intends to guarantee at all limes the performance and prompt payment when due, whether at maturlty 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 wili take effect when received by Lender without the necessity of any acceptance by Lender, or any nolice
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 othsr guaranty of
the Indebtedness snail not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from anyone or more Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorlzes Lender, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to lime: (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 aller, compromise, renew, elctend,
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, 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 ot Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose;
(e) to determine hOW, when and what appticatlon 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 sale permitted by the terms of the controlling secunty
agreement or deed of trust, as Lender In Its discretion may determine; (g) to sell, transfer., assign, or grant participations In all or any pari of
the Indebtedness; and (h) to assign or transfer this Guaranty in whole or in pari.
GUARANTOR'S REPRESENTATIONS ANO 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 qualify in any way the terms of this Guaranty; (b) this Guaranty is execute~ at
Borrowers request and not at the request of Lenderj (c) 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 aU of Gua~anIOr's assets, or any I~terest .thereln; (d) Lender ~as made n?
representation to Guarantor as to the creditworthiness of Borrower; (e) upon Lender 5 request, Guarantor will prOVIde to lender finanCial and cr~dll
information in form acceptable to Lender, and all such Ii ender Is true and correct in aU. material respects an.~ faIrly
presents the financial condition of Guarantor as of the dverse change has O<?c.urred In the finanCial condlt~on, of
Guarantor since the date of the financial statements; and equate means of obtaining from Borrower on a continUing
basis information regarding Borrower's financial condition quately Informed from such means of any facts.. events! or
circumstances which might in any way affect Guarantor's r rant~r further agrees ~hat, absent a req~est for.lnfor,:"a!l~n,
Lender shall have (10 obligation to disclose to Guaranto acqUired by Lender 10 the course of Its relatlonshlp WIth
Borrower.
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05-26-1993
Loan No 60001542
COMMERCIAL GUARANTY
, (Continued)
Page 2
GUARANTOR'S ~AIVERS. 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 !,ny nonpaymen! related to any collateral, or notice of any action or nonaction on the part of,Borrower, Lender, any surety, endorser,
or other guarantor In co~nection with the In~btedness or in .conn~tion 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, Inciudlng Borrower or any other guarantor; (d) to proceed directiy against or exhaust any
collateral held by Lender from Borrower, any othar guarantor, or any other person; (el to give notice of the terms, time, and place of any public or
pnvate sale of personal properly secunty held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial
Code; (Q to pursue any other remedy within Lende~s power; or (gl tc commit any act or omission of any kind, or al any time, with respect to any
matter whatsoever.
If now or hereafter (a) Borrower shall be or become insolvant, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral
~Iedged by:Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or
nght to payment Guarantor may now have or hereafter have or acquire against Borrower, by SUbrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy
laws.
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 ejection 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 Iimitatiorl", 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
Indebtednessj (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 perrniUed 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 ot Guarantor given to
Lender by law, Lender shall have, with respect to Guaranlo~s obligations to Lender under this Guaranty and to the extent permiUed by law, a
contractual possessory 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 accounl or deposit, whether heid jointly with someone else, or whether
held for safekeeping or otherwise,excluding however aU 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 10 exerciSe such right of setoff or to enforce such security interest or by any delay tn 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, whethar 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 shalt 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 statem~nts .and to execu~e "
such other documents and 10 take such other actions as Lender deems necessary or appropriate to perfect, preselVe and enforce its rights under thiS
Guaranty.
CONFESSION OF JUDGMENT. Guarantor hereby Irrevocably authorizes and empowers any allorney or the Prothonotary or C:lerk 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 compla~nt
filed, as of any term, 'confess or enter judgment against Guarantor for the entire principal balance of this Guaranty and all accru~d Intere~t, together With
costs of suit, and an attorney's commission of ten percent (10%) of the unpaid principal balance and accrued interest for collection, b~t In any event not
less than FIVe Hundred Dollars ($500); 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 ot thet authonty, but shall conflnue
from time to time and at all times until payment in tull of all amounts due under this Guaranty.
MISCElLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Reiated Documents, constitutes the entire underslanding and agreement of the parties as to the
mailers sel forth in this Guaranty, No alteration of or amendment to this Guaranty shail be effective unless given in writing and signed by the parly
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 Cumbertand County, Co~monwealth of
Pennsylvania. This Guaranty shalf be governed by and construed in accordan~e with the laws .of the Commonwealth of Pennsylvama.
Attorneys' Fees; Expenses. Guars 19rees to pay upon demand all of Lender's costs r ~penses, including attorneys' f~es and Lender's
legal expenses, incurred in connectio, _ 41th the enforcement of this Guaranty. Lender may ~ 30meone else to help enforce thiS Guaranty, and
t':,t~
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0-~26-1993
Loan No 60001542
COMMERCIAL GUARANTY
, .
(ContInued)
Page 3
Guarantor ~hall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses
whether or net there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or
vacate any automatic stayer injunction). appeals, and any anticipated post-judgment collection sef\lices. 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 shaU be in writing and shaU be effecnve when actuaUy
den_ed or when deposited In the United States mail, first class postage prepaid, addrassed 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, If there is more than one Guarantor, nonce
to any Guarantor wiU constitute nolice to aU Guerantors. For nolice purposes. Guarantor agrees to keep Lender informed at all nmes 01
Guarantor's current address.
Interpretation. In aU cases where there is more than one Borrower or Guarantor, then aU words used in this Guaranty in the singular shaU be
deemed to haVe been used in the plural where the ccntext 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 "lende.... include the heirs, successors, assigns, and transferees at 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 ail other respects shall remain valid and enforceable. If anyone or more of Borrower or Guarantor are corporations or partnetShips, 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 shail operate as a waiver of such right or any other right. A waiver by Lender of
a provision of this Guaranty shail not prejudice or conslllute 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 belween Lender and Guarantor, shail 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
whare such consent is required and in all cases such consent may be granted or withheld in the sole discretion of lender.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY ANO AGREES TO ITS
TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S. EXECUTION AND
DalVERY OF THtS 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 MAY26, 1993.
GUA 0:
INDIVIDUAL ACKNOWLEDGMENT
STATE OF <?:Q.S:'('~~~\.o...
COUNTY OF (:) c.,--^-~\-.:. ,"-
On this day before me, the undersigned Notary Public, personally appeared Gordon K. Banzhoff, Jr. and Kimberly S. ~imzho,!f, to me known to be
the individual descnbed In and who executed the Commerciai Guaranly, and acknowledged that he or she Signed ihe Guaranty as his or her free and
voiuntary act and deed, for the uses and purposes therein mentioned, ,
Given und~ my hand and official seal this ~ ~-b--. day Of C"'-c..~
By ~\J~ <:;.2... .~ Resldlngat
Notary Public In and lor lhe State of Q~ "'\.~ ";,c... My commission expires
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LASER P",O, Reg. U.S. Pat, & T.M. Off.. Ver. 3.16(C) 1993 OFl Bankers SMVlce Group. Inc. AlIrlghls-reserved. (PA_E2.0.BA f'ZHOF .LN S;1;l~rj~"&;a1
Lt.a R Flowe, NoIaJy Publlo
Lmvc. Pa.xtO(; T\o'm., 'Dauphin County
f. ly ,:;ommjssic~'l E',";:~;'es July 12, 1993
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- COMMElaC1AL GUARANTY _
References In the shaded area are for Lender's use onl and. do not limit the appllcabDi of this document to any particular loan or item.
Borrower: Ball2hoff & Banzhoff, II, a Pennsylvania General
Partnership (TIN: )
P.O. Box 339
Camp HIII,PA 17011
Guarantor: GorcIon K, Ban2bofl and Mary L. Banzhoff
245 North 25th Street
Camp HIli, PA 17011
Lender: PENNSYLVANIA STATE BANK
2148 MARKET STREET
P. O. BOX 487
CAMP HILL, PA 17001-0487
AMOUNT OF GUARANTY, this Is a guaranty of payment of the Note, including without limitation the principal Note amount Of Eighty
Thousand & 00/100 Dollars ($80,000.00). .
GUARANTY. For good and valuable consideration, Gordon K. Banzhoff .and Mary L. Banzhoff ("Guarantor") absolutely and unconditionally
guarantees and promises 10 pay to PENNSYlVANIA STATE BANK ("Lender") or Its order, In legal tender of the United States of America. fhe
Indebtedness (as that term Is defined below) of Banzhoff & Banzhoff, II, a Pennsylvania General Partnership ("Borrower") to Lender on the
terms and condlllons set forth In this Guaranty. '
DEFINITIONS. The following words shall have the following meanings when used in this Guaranty:
Borrower. The word "Borrower" means Banzhaff & Banzhoff, II, a Pennsylvania General Partnership.
Guarantor. The word nGuarantor" means Gordon K. Banzhoff'and Mary L. Banzhoff.
Guaranty. The word "Guaranty" means this Guaranty between Guarantor and Lender dated May 26, 1993.
tndebtedness. The word "Indebtedness" means the Note, including (a) all principal, (b) all interest, (c) all late charges, (d) all loan lees 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 Lenders attorneys' fees and Lenders 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 coflection services.
Lender, The word "Lender" means PENNSYLVANIA STATE BANK. its successors and assigns,
Note. The word "Noten means the promissory note Qr credit agreement dated May 26, 1993, In the orlglnal princIpal amount of $80,000.00 from
Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidatlo'ns of, and substitutions for the
promissory note or agreement.
MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at anyone time the amount of the
Indebtedness described above, plus all costs and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral
securing this Gueranty,
The above limitation 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 presently ,holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under aU 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 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 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 Guarantors shall
not affect the liability of any remaining Guarantors under this Guaranty.
GUARANTOR'S AUTHORIZATION TO LENOER, 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 Borrowerj (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 Incraases 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, fail or
decide not to pertecl, and release any such security, with or without the subslilutlon of new collateral; (d) to release, substilule, agree not 10
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;
Ie) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (I) to apply such security ~d
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 pari 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 10 Lender that (a) no representations or agreements
of any kind have beeri made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is execute~ a1
Borrowers request and not at the request of Lender; (c) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign.
encumber, hypothecale, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (d) Lender has made no
representation to Guarantor as to the creditworthiness of Borrqwer; (e) upon Lender's request, Guarantor wilt provide to Lender fmancial and credit
information in form acceptable to Lender, and all such financial information provided to Lender is true and correct in all material respects and fairly
presents the financial condition of Guarantor as of the dates thereof, and no material adverse change has occurred in the financial condition of
Guarantor since the date of the financiai statements; and (f) 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 tacls.. events, or
circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for Information,
Lender shall have no obligation to disclose to Guarantor any information or -documents acquired by Lender in the course of its relationship with
Borrower.
~
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05-26-1993
Loan No 60001542
COMMERCIAL GUARANTY
~ f,cD';Itinued)
Page 2
GUARANTOR'S ~AIVERS. 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 nonpa.ymen~ related to any collateral, or notice of any action Dr nonaction on the part of Borrower, Lender, any surety, endorser,
or other guarantor in co~nection 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 direcUy against or exhaust any
c~lIateral held boY Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or
pnvale sale of personal property security held by Lender from Borrower or to comply with any other applicable prcvisicns of the Uniform Commercial
Code; (f) to pursue any other remedy within Lender's power; or (g) to commli any act or omission of any kind, or at any time, with respect 10 any
matter whatsoever.
If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral
~Iedged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or .
nght to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor proviSion of the Federal bankruptcy
laws.
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 otherwiSfi! adversely
affects Guarantor's subrogation-rights or Guarantor's rights to proceed against Borrower for reimbursement, including without lirl'iitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or othl'i!r defense of Borrower, of
any other guarantor, pr 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
Indebledness of Borrower 10 Lender which is not barred by any applicable statute of Iimitalions; or (f) any defenses given to guaranlors at law or in
equity oth~r than _Bctual 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 Dr 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 thi.s 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 poiicy or law. If any such waiver is determined to be contrary to any applicabie law or public policy, such waiver shall be effective oniy to the
extenl permitled 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 10
Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permiUed by law, a
contractual possessory 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 acl 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 deJay in so doing. Every,,_
right of setoff and security interest shall 'continue in full force and effect unlit such right of setoff or security interest is specifically waived or released bYT'"
an instrument in writing executed by Lender. ,:7,:,::
SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebfedness 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 Borrowec,,-
becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any a~ouni. whatsoever, to any-!,",
claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation 9f the ass~ts of Borrower,:'.'"
through bankruptcy, by an assignment for the benefit of creditors, by voiuntary Iiquidalion, or otherwise, fhe assets of !3:0rrower applicabie to th~",
payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the In~ebledness 01 Borrower tc
Lender. Guarantor does hereby assign to Lender all claims which it may have or acqUire against Borrower or against ~ny assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shell be efteclive only for the purpose of assuring to Lender fUll payment in legal'"
tender of the Indebtedness. _If Lender so requests, any noles or credit agreements no~ or hereafter evidencing any debts or obligations of Borrower t~:
Guarantor shall be marked with a legend that the same are subject 10 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 state~nts.and to execu~e-"
such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its nghts under thIS
Guaranty.
CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any alforney or the Prothonotary or Cierk of any Court in the
CommqnweaRh of Pennsylvania, or elsewhere, to appear at any time for Guarantor atter a default under this Guaranty, and with. or without compla~nt
filed, as of any term, confess or enter judgment against Guarantor for the entire principal balance of this Guaranty and all accru~d Inte~t, together With
costs of suit, and an attorney's commission of ten percent (10%) of the unpaid principal balance and accrued interest for c,ollectlon, b~t:'" any event not
iess then Five Hundred Dollars ($500); and for so doing, this Guaranty or a copy of this Guaranty verified by affidavit shall be suffiCient warrant. ,The
authority granled in this Guaranty to confess Judgment against Guarantor shall not be exhausled by any exercise of that authority, but shall contmue
from time "to time and at all times until payment in full of all amounts due under this Guaranty.
MISCElLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:
Amendments. This Guaranty, together with any Related Documents, constitu1es the entire understanding ~nd ~gree~ent of th~ parties as to the
matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be efteclive uniess given In wrltmg 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 10 Lender and accepted by Lender in the Commonweaith of Pennsylvania, If there is a
lawsuit, Guarantor agrees upon Lender's request to sub mil to the jurisdictio~ of the courts of Cumberland County, Co~monwealth of
Pennsylvania. This Guaranty shall be governed by and construed in accordance WIth the laws of the Commonwealth of Pennsylvama.
Attorneys' Fees; Expenses. Guara! Igrees to pay upon demand all of Lender's costs r ~xpenses, including attorneys' t~es and Lender's
legal expenses. incurred in connecfio" _"th fhe enforcemeni of this Guaranty, Lender may ~, ;omeone else to help enforce thiS Guaraniy, and
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05-26-1993
Loan No' 60001542
COMMERCIAL GUARANTY
~ (Continued)
Page 3
Guarantor shall pay the cosls and expe~ses of such, enforce'1'ent. Cosls 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 10 modify or
vacate any automatic stay or injunction), appeals, and any anUcipated posl-judgment collection services. Guarantor also shall pay all court costs
and such additional fees as may be directed by Ihe court.
Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing and shall be effecUve when actually
delivered or when deposited in Ihe United Stales mail, Urst 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. If there is more Ihan one Guarantor, notice
to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at atl lime$ 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 Ihe singular shall be
deemed to have been used in the plural where the context and construction so require; and where there is more Ihan 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,lt13orrower," and '1..ender" include the heirs, successors, assigns, and transferees of each of
them. Caption headings in Ihis Guaranty are for convenience purposes only and are not to be used to interpret or deUne the provisions of this
Guaranty. If a court of competent jurisdiction Unds any provision of this Guaranty 10 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 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 LendeT.
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 be~een Lender and Guarantor, shall constitute a
waiver of any of lender's rights ar 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.
EACH UNDERSIGNED GUARANTOR ACKNOWlEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS
TERMS. IN ADOtT10N, EACH' GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE Ul'ON GUARANTOR'S EXECUTION AND
DalVERY 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 MAY 26, 1993.
NTOR:
,,: ':,", "ziF~W,'..~: :!";%"~#\ "71('(" !if;!!.
..' ." ."
Gordon , a ' If and Mary LIJan:zl10
INDIVIDUAL ACKNOWLEDGMENT
STATE OF ~~.J"'(',S1j \ '-fOv...\ c.... )
)SS
COUNTYOF a c-.~,,-~ I
On this day before me, the undersigned Notary Public, personally appeared Gordon K. Ban:zl1off and Mary L. Ban:zl1off,' to' me. known 10 be the
individual described in and who executed the Commercial Guaranty, and acknowiedged thai he or she signed the Guaranty as hiS or her tree- Qnd
voluntary act and deed, for the uses and purposes therein mentioned, .
Given under my hend and official seal this ~l ~ day of ~:::::J ,19c;.~
By ~ \ ~....' Q... l( '-~ Residing at
Notary P~bIlC In and for the State Of~"~ \ ~ ,;;:" My commission expires
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LASER PRO, Reg. u.s. Pat. & T.M. Off., Vet. 3.16 (c)l993 eFl Bankers Service Group, Inc. All rlghtsreserved.1PA-E20 BANZHQ .Ltt~~[.f'i1isS\,-.
Nota"aI Seal P bi
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DISCLO~_AE FOR CO~Fr:SSION OF ,JuDGMENT
References In the shaded area are for Lender's use on! and do not limit the appllcablU of this document to an articular loan or item.
Borrower: Ban2hoff & Ban2hoff, f1, . Pennsylvania General
Partnership (TIN: )
P.O, Box 339
Camp HIli, PA 17011
Lender: P~NSYLVANIA STATE BANK
2143 MARKET STREET
P. 0, BOX 437
CAMP HILL, PA 17001-4487
DISCLOSURE FOR CONFESSION OF JUDGMENT
WE ARE EXECUTtNG, THIS 2~ OAY OF
OBLIGATING US TO REPAY THAT AMOUNT,
1'-1..; .
'f
, 1943, A PROMtSSORY NOTE FOR $80,000.00
INITiAlS: ~~~~~,~ft1.~~.r~.J~~~J~~1W41.
A REPRESENTATIVE OF PENNSYLVANIA STATE BANK HAS EXPLAINEO TO US THAT THE NOTE CONTAINS WORDING THAT WOUlD
PERMIT PENNSYLVANIA STATE BANK TO ENTER JUDGMENT AGAINST US IN COURT, AFTER A DEFAUlT ON THE NOTE, WITHOUT
NOTICE TO US AND WITHOUT OFFERING US AN OPPORTUNITY TO OEFEND AGAINST THE ENTRY OF JUDGMENT, AND THAT THE
JUDGMENT MAY BE COLLECTED BY ANY LEGAL MEANS.
INITIALS: ~~~~~1_1I~~~#.~f%~~f.t~~:4W.
IN EXECUTING THE NOTE, WE ARE KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING OUR RIGHTS TO RESIST THE
ENTRY OF JUOGMENT AGAINST US AT THE COURTHOUSE, ANO WE ARE CONSENTING TO THE CONFESSION OF JUDGMENT.
INITIALS: ,&W~~liHii!tW~)~1
WE CERTIFY THAT OUR ANNUAL INCOME EXCEEDS $10,000; THATTHE BLANKS IN THIS DISCLOSURE WERE FILLEO IN WHEN WE
INITIALED AND SIGNED IT: AND THAT WE RECEIVED A COPY AT THE TIME OF SIGNING,
AFFIANT:
Ban2hoff & Banma t II, a Pennsylvania General Partnership
By:
X
and ..Jlrnil" the presence, of: .
i/J. C j(.~ 'i" -I-- 1,..}!;.
X
Witness
LAseR PRO, Reg. U.S. Pat. & T.M. Off., Ver. 3.1 6 (c) 1993 CFl Bankers ServIce Group, Inc. AlIrlghls reserved; [PA-030 BANZHOFF.l,.N RS.OVLI
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DISCLO;...JRE FOR .CQNFESSION OF JUDGMENT
References in the shaded area are for Lender's USe only and do not Umit the a pUcabiU
Borrower: Banzhoff & Banzhoff, II, a Pennsylvania General
Partnership (TIN: )
P.O. Box 339
Camp Hili, PA 17011
Lender: PENNSYLVANIA STATE BANK
2148 MARKET STREET
P. 0, BOX 487
CAMP HILL, PA 17001~487
DISCLOSURE FOR CONFESSION OF JUDGMENT
WE ARE EXECUTING, THIS '2J.,H> DAY OF MAl
OBUGATlNG us TO REPAY THAT AMOUNT.
INITIALS: iif2'_.~~~.
, 19~ A PROMISSORY NOTE FOR $80,000.00
A REPRESENTATIVE OF PENNSYLVANIA STATE BANK HAS EXPLAINED TO US THAT THE NOTE CONTAINS WORDING THAT WOULD
PERMIT PENNSYLVANIA STATE BANK TO ENTER JUDGMENT AGAINST US IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT
NOTICE TO US AND WITHOUT OFFERING US AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, AND THAT THE
JUDGMENT MAY BE COLLECTED BY ANY LEGAL MEANS.
INITIALS: J~%~j~_.
IN EXECUTING THE NOTE, WE ARE KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING OUR RIGHTS TO RESIST THE
ENTRY OF JUDGMENT AGAINST US AT THE COURTHOUSE, ANO WE ARE CONSENTING TO THE CONFESSION OF JUDGMENT.
INITIALS: ~.~tiiWi@ttii!$~.
WE CERTIFY THAT OUR ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN WE
INITIALED AND, SIGNED IT; AND THAT WE RECEIVED A COPY AT THE TIME OF SIGNING.
AFFIANT:
x
x
Witness
LASER PRO, Reg. U.S. Pa.t. & T.M. Off., Ver. 3.18 (c11993 CFl Bankers Service Group, Inc. All rights reserved. (PA~030 BAN2HOFF.LN A5.0VL]
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NOV 19 '01 04:37PM KNUPP & KODAK PC
P.5
4,.~. J
VERIFICATION
I, PAUL H WEIDMAN, JR., Vice-PresIdent/Chief Operations Oflicer of PENNSYLVANIA STATE BANK,
verify that the itatemeuts made in the aforegoing document are true and correct. I understand that false statements
herein are made BUbject to the penalties of 18 'a. C. S. 14904, relating to Ull8wom falaifieaiion to authorities.
Dated: tJwv~ 2J,2ofJ/
F:IVSERlBONNIEJOIPSBICONFJUDGIBANZHOFF.WPD:19NcwOl
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PENNSYLVANIA STATE BANK
Plaintiff
v.
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. c\- (,(.of ~t.:)~L '-r~
GORDON K. BANZHOFF and GORDON K.
BANZHOFF, JR., General Partners, and
BANZHOFF & BANZHOFF, II, a Penmsylvania
General Partnership, and KIMBERLY S.
BANZHOFF, Individually, Personal Guarantor
Defendants
CIVIL DIVISION - LAW
CONFESSED JUDGMENT
TO: GORDON K. BANZHOFF, JR" Individually and as General Partner of BANZHOFF & BANZHOFF, II, Defendant
You are hereby notified that on v1 ~~ '; :l(" , 2001, Judgment by confession was entered against you in the sum of
$61,756,75 in the above-captioned case,
DATE, Ir/~'- ,on (l1J.L-t.. ) 2.~
Prothonotary
YOU SHOULD TAKE TillS PAPER TO YOUR LAWYER AT ONCE, IF YOU DO NOT HAVE A LAWYER OR CANNOT
AFFORD ONE, GO TO OR TELEPHONE THE OmCE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL
HELP,
I hereby certify that the following is the address of tbe Defendant(s) stated in the Certificate of Residence:
Robert D, Kodak, Attorney for Plaintiff
A GORDON K. BANZHOFF, JR" Individnally and as General Partner of BANZHOFF & BANZHOFF, II, Demandado(s)
Por este medio sea avisado que en el dia
cantidad de $61,756,75 del case antes escrito.
de
2001, un fallo por admision fue registrado contra usted por la
Fecha: el dia
de
de 2001
Protonotario
LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE, SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO
SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME PO TELEFONO A LA OFICINA CUYA
DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA A VERIGUIR DONDE S ONSEQUIR ASISTANCIA LEGAL.
Robert D, Kodak, Abogado(a) de Demandante(s)
CUMBERLAND COUNTY BAR ASSOCIATION
TWO LIBERTY AVENUE
CARLISLE PA 17013
(717) 249-3166
,-~
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\
PENNSYLVANIA STATE BANK
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
v.
NO. C> I - l. ,"of
Ci('),l~
GORDON K. BANZHOFF and GORDON K.
BANZHOFF, JR., General Partners, and
BANZHOFF & BANZHOFF, II, a Pel1l1Sylvania
General Partnership, and KIMBERLY S.
BANZHOFF, Individually, Personal Guarantor
Defendants
CIVIL DIVISION - LAW
CONFESSED JUDGMENT
TO: KIMBERLY S, BANZHOFF, Defendant
You are hereby uotified that on ,,11.')01 > 2 b
$61,756.75 in the ahove-captioned case.
, 2001, Judgment by confession was entered against you in the sum of
DATE:
"he.-
.
2001
(5-.-1:" , i2.~
Prothonotary
YOU SHOULD TAKE TillS 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,
I hereby certify that the following is the address of the Defendant(s) stated in the Certificate of Residence:
632 DEVON ROAD, CAMP HILL, P
obert D, Kodak, Attorney for
A KIMBERLY S, BANZHOFF, Demandado(s)
'.
Por este medio sea avisado que en el dia
cantidad de $61,756,75 del case antes escrito.
de
2001, un faIlo por admision fue registrado contra usted por la
Fecha: el dia
de
de 2001
Protonotario
LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE, SI NO TIENE ABOGADO 0 SI NO TIENE EL DlNERO
SUFlCIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME PO LEFONO A LA OFICINA CUYA
DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA A VERIGUIR DONDE SE P C SEQ ISTANCIA LEGAL,
Robert D, Kodak, Abogado(a) de Demandante(s)
CUMBERLAND COUNTY BAR ASSOCIATION
TWO LIBERTY AVENUE
CARLISLE PA 17013
(717) 249-3166
r ",.~ '....cu_,.__
,. -- '~ 'UiLii' 'if.iii-'flj;~
-'
.
PENNSYLVANIA STATE BANK
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL VANIA
v.
No.Ol-
G:.("()~ Clo~l ~~
GORDON K. BANZHOFF and GORDON K.
BANZHOFF, JR., General Partners, and
BANZHOFF & BANZHOFF, II, a Pennsylvania
General Partnership, and KIMBERLY S.
BANZHOFF, Individually, Personal Guarantor
Defendants
CML DIVISION - LAW
CONFESSED JUDGMENT
TO: GORDON K. BANZHOF'F, Individually and as General Partner of BANZHOFF & BANZHOFF, II, Defendant
You are hereby notified that on I /J .;r"l::> :l. "" , 2001, Judgment by confessiou was entered against you in the sum of
$61,756.75 in the above-captioned case,
DATE' " b... "" (J, ~-t;,.. ,K. ~
I Prothouotary
YOU SHOULD TAKE TIllS 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,
I hereby certify that the followulg is the address of the Defendant(s) stated in the Certificate of Residence:
'ntiff
A GORDON K, BANZHOFF, ludividually and as General Partner of BANZHOFF & BANZHOFF, II, Demandado(s)
Por este medio sea avisado que en el dia
cantidad de $61,756,75 del case antes escrito.
de
2001, un fallo por admision fue registrado contra usted por la
Fecha: el dia
de
de 2001
Protonolario
LLEVE ESTA DEMANDA A VN ABODAGO IMMEDIATAMENTE, SI NO TIENE ABOGADO 0 SI NO TIENE EL DINERO
SUFlCIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LLAME TELEFONO A LA OFICINA CUYA
DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA A VERIGUIR DONDE ON ASISTANCIA LEGAL,
Robert D, Kodak, Abogado(a) de Demandante(s)
CUMBERLAND COUNTY BAR ASSOCIATION
TWO LIBERTY AVENUE
CARLISLE PA 17013
(717) 249.3166
-
n"i
"^" "' >,- <" ,--,," C,,,_",;. U ,'" >--1 '-IiLli\';
,.' .
PENNSYL VANIA STATE BANK
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYL VANIA
NO. Ol - (...(..61 Qtu'J.. '-r~
GORDON K. BANZHOFF and GORDON K. CML DMSION - LAW
BANZHOFF, JR., General Partners, and
BANZHOFF & BANZHOFF, II, a Pennsylvania
General Partnership, and KIMBERLY S.
BANZaOFF, Individually, Personal Guarantor
Defendants CONFESSED JUDGMENT
v.
TO: BANZHOFF & BANZHOFF, II, a Pennsylvania General Partnership, Defendant
Yon are hereby notified that on ,A,)oo J. (_
$61,756.15 in the above-eaptioned case,
DATE: " I )-t- 2001 0'4-1..;, ~7<. ~
I Prothonotary 4
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 FORm BELOW TO FIND OUT WImRE YOU CAN GET LEGAL
HELP.
, 2001, Jndgment by confession was entered against you in the sum of
I hereby certify that the following is the address of the Defendant(s) stated in the Certificate of Residence:
A BANZIIOFF & BANZIIOFF, a Pennsylvania General Partnership, Demandado(s)
Por este medio sea avisado que en el dia
cantidad de $61,756,75 del case antes escrito,
de
2001, un faUo por admision fue registrado contra usted por la
Fecha: el dia
de
de 2001
Protonotario
LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE, SI NO TIENE ABOGADO 0 SI NO TIENE EL DlNERO
SUFlCIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA 0 LL R TELEFONO A LA OFICINA CUYA
DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA A VERIGUIR DO E CONSE R ASISTANCIA LEGAL.
Robert D. Kodak, Abogado(a) de Demandante(S)"
CUMBERLAND COUNTY BAR ASSOCIATION
TWO LIBERTY AVENUE
CARLISLE PA 17013
(717) 249-3166
-
''-' ,-",'"
UNITED STATES BANKRUPTCY COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
INRE:
GORDON K. BANZHOFF, SR.
Debtor .
: IN BANKRUPTCY
: BK. NO. 1-04-00558
: CHAPTER 7 PROCEEDING
GORDON K. BANZHOFF, SR.
Movant
: LIEN AVOIDANCE
: COURT OF COMMON PLEAS OF
: CUMBERLAND COUNTY, PENNSYLVANIA
v.
: NO. 01-06608
PENNSYLVANIA STATE BANK
Respondent
ORDER OF COURT FOR JUDGMENT BY DEFAULT
AND NOW, this /1<#1dayof J ().JUJ ,2004, in consideration of the within
Motion for Judgment by Default filed by counsel for Debtor/Movant, the Court finds that the
Respondent has failed to file an Answer or otherwise plead to the Motion for an Order Avoiding
Judicial Lien filed on May 13,2004 and duly served upon the Respondent and its counsel on May
18, 2004; therefore, the Court orders judgment by default in favor of the Movant, Gordon K.
Banzhoff, Sr., and against the Respondent, Pennsylvania State Bank to the relief requested in the
Motion.
~
IT IS HEREBY ORDERED, adjudged and decreed that the judgment lien held by the
,
Respondent is hereby declared void in its entirety and of no further force and effect as it violates 11
U,S.C. Section 522(t)(l) and interferes ",ith 11 U.S.C. Section 522(d).
BY THE COURT:
Isl John J. Thomas
FILeD
. , L,.
HARlilSBURG
PA
Bankruptcy Judge
JUN 1 7 2004
If"
etM'l~I~t> mOM THE RECORD.t1tl8~
J\J"{,. , 20 2';;l;
day of
Clerk. U.S. BanKruptcy Court
"er~ ~oep(Jty ClM<
Clerk, US. Bankruptcy COLlrt
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