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HomeMy WebLinkAbout01-7134 FX -- ................ ~, ~ I .,.-. -, ~.-""~..."'< . ! --" '-'~h. . , , . PENNSYL V ANIAST ATE BANK Plaintiff v. : In the Court of COMMON PLEAS of : CUMBERLAND COUNTY, PENNSYLVANIA NO. 0\ - '7/3Y G~I.~~~ WINSTON E. SPANGLER and KARL YN K. SPANGLER CIVIL ACTION - LAW Defendants PRAECIPE FOR ENTRY OF CONFESSED. JUDGMENT ON GUARANTY TO THE PROTHONOTARY: Please enter Judgment in favor of Plaintiff, PENNSYLVANIA ST ATE BANK, and against Defendants, WINSTON E. SPANGLER and KARLYN K. SPANGLER, of 515 Poplar Avenue, New Cumberland, Cumberland County, Pennsylvania, in the amount of $101,768.77 in accordance with the Commercial Guaranty attached hereto. TO Cumberland County Prothonotary Dated: December 18. 2001 Robert D. Kodak Attorney I.D. No. 18041 Attorney for Plaintiff -----,---- , ~"~ ~~, -...",~ ~ "."~ I' .iJiiBtil~~'-" illl 'III ~dN ,"n '-"'-'!iil~4}! OCOMMERCIAl GUARANrvO References in the shaded aree are for Lende~s use only and do not limit the applicability of this document to any particular loan or item. An Item above containing ""'" has been omitted due to text length limitations. Borrower: Leisure Living Stores 01 Harrisburg, Inc. (TIN: Lender: PENNSYLVANIA STATE BANK 23-1895824) Camp Hili Financial Center 435 Market Street 2148 Market Street, P.O. Box 487 Lemoyne, PA 17043 Camp Hili, PA 17001-0487 (717) 731-7272 Guarantor: Winston E. Spangler (SSN: 210-26-7069) 515 Poplar Avenue New Cumberland, PA 17070 AMOUNT OF GUARANTY. This Is a guaranty 01 payment 01 the Note, Inctudlng without limitation the principal Note amount 01 one Hundred One Thousand Seven Hundred Sixty-eight & 771100 Dollars ($101,768.77). GUARANTY. For good and valuable consideration, Winston E. Spangler ("Guarantor") absolutely and unconditionally guarantees and promises to pay to PENNSYLVANIA STATE BANK ("Lender") or Its order, In legal tender 01 the United States 01 America, the InlIebtedness (as that term Is defined below) 01 Leisure Living Stores 01 Harrisburg, Inc. ("Borrower") to Lender on the terms and conditions set forth In thiS Guaranty. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at anyone time the amount of the Indebtedness described herein, plus all costs and expenses of (A) enlorcement 01 this Guaranty and (B) collection and sale of any collateral securing this Guaranty. 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, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including (a) all principel, (b) all interest, (c) all late charges, (d) all loan fees and loan charges, and (el all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. 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 of Guaranto~s otMr obligations 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 Lender receives from anyone or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the I ndebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold sec~rity for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate. fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with anyone or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness (F) to appiy such security and direct the order or manner of saie thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whoie or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a vioiation of any law, regulation, court decree or order applicable to Guarantor; (El Guarantor has not and will not, without Ihe prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guaranto~s financial condition as of the dates the financiai information is provided; (G) no material adverse change has occlJrred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representatton to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, Including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by lender trom Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable proviSions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Bor(ower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by f~ ''"'''''~ iHlUliW Loan No: 5002704-06 COMMERCIAL GUARANTY (Continued) Page 2 subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the m'~aning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantoralso 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 -commencemg,nt or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroyS or otherwise adversely ~ffects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any clisability 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; (0) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment Is made by Borrower, whether voluntarily or olherwise, 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 Indebtedne"s shall be considered unpaid for the purpose of the 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. GUARANT0R'S UNOERST ANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each "f the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waive'rs are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness "f Borrower to Lender, whether now existing or hereafter created, shall be su'perior to any claim that Guarantor may now have or hereafter acquire ,ag,alnst B~rrower, .whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may h_Bve against BorrQwerj 1,Jpon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquid,alian of, the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the ~ets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied Ily Lander to the tn.debtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any a'ssignee 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 re'qu9sts, any notes or credit agreements now or hereafter, evidencing Bny debts or obligl:J,tfons of .Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be deliver~d to Lender. Gtiaranto(~grees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and cClntinuation statements and to execute such other documents and to take such other acffons as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-law to appear in any court of record and to confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a, copy' of this Guaranty, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to fiie the original as a warrant of attorney. Guarantor waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court tc, be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Guaranty have been paid in full. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding l:md agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless g~ven in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lenders-legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someo.ne else to help enfOrCE! this Guaranty, a'ild Guarantor shall pay the- costs and expenses of such enforcement. Costs- and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify-or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court "osts and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or defino the provisions of this Guaranty. Governing Law. ThIs Guaranty will be governed by, construed and enforced In accordance with federal law and the laws ot' the Commonwealth of Pennsylvania. This Guaranty has been accepted by Lender In the Commonwealth (If Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has hacl the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully refllacts Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Londer harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed t.o have-been used in the plural where the context and construction so require; and where there is more than ol)e Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guaranto(' respectively shall mean all and anyone or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, success,on~, assig.ns, and transferees of ~ch ?f them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by Itself Will not mean that the rest of thiS Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even If a provision ofthis Guara"ty may be found to be invalid or unenforceable. If anyone or more of Borrower or Guarantor are corporations. partnerships, limIted liabIlity companies, or similar entities, it is not Issary for Lender to inqu!re into the powers of ~~._<,. er or Guarantor or of th~ offi~ers, dire(~tors, partners, managers, or other agents act "-,;:- r purporting to act on their behaif, and any Loan 1,[!C1edness made or created In reliance upon the professed exercise of such powers shall guaranteed under this Guaranty. [!iJ" __..........._____._<~~_"'__"_~,'~_,~~~~".,~^,.~.,.~"''''"''_~,,~,'''=,"""";:,"~,"."I-'^",,, ,","",:__.,_~,.'C"'- . 'U_' ,,,,,~!:-,",-,,,,',-"T"'u1F"" "'~"1 ~',,",,'-,", ,,' . ""'j-"'" -'., \ ",- <-,~ "c-'+'n~lP,i"1i "'"~. ~.~"'"""""'-,...... -,','\. -' , Loan No: 5002704-06 o COMMERCIAL GUARANTY 0 (Continued) ;'~ll~"_ -I, " .,j -, -' '-'~' .;;." "-'i:' Page 3 Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law). when deposited with a nationally r':"<l9nized oVernight courier, or, if mailed, when. deposited in the United Slates mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beglnnln~ of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written nottce to the other parties, speCifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender Informed at all limes of Guaranto~s current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that prOViSion or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance sha" 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. Successors aod Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives. successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms s,hall have the following meanings when used in this Guaranty. Unless specifically stated to the contraryd~1I referenC?es .to. dollar_amounts shall mean amounts in lawful money of the United states of America. Words and terms usecfin--the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Leisure Living Stores of Harrisburg, Inc., and all other persons and entities signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Winston E. Spangler. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described In this Guaranty. Lender. The word "Lender" means PENNSYLVANIA STATE BANK, its successors and assigns. Note. The word "Note" means the promissory note dated July 9, 2001, In the orlgtnal principal amount 01 $101,768.77 from Borrower to Lender, together with'---s.1I renewals of, extensions of, modifications of, r~fi,nancings of, consolidations of, and substitutions for the promissory note or agreement. ). " ' Related DOCUments. The words "Related Documents" mean ail promissory notes, credit agreements, loan agreements, environmental agreements, guaranttes, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY AlTORNEY OR THE PROTHONOTARYfOR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR ~fl THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN AlTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOTLESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANlY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORllY GRANTED IN THIS GUARANlY TO CONFESS JUDGMENT AGAINST GUARANIOl'l SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORllY,.BUT SHALL CONTINUE FROM TIME TO TIME AND A'fALL TIMES UNTIL PAYMENT IN FULL Of ALL AMOUNTS DUE UNDER THIS GUARANlY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISiON TO GUARANTOR'S AlTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. GUARANTOR ACKNOWLEDGES HAVING READ ALl. THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED JULY 9, 2001. THIS GUARANlY IS GIVEN UNDER SEAL AND IT tS tNTENDED THAT THIS GUARANTY IS AND SHALl. CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: Seal) ":,.,",- i~';";c..::. ""d.>" "" "1'.:." , ..,- Loan No: 5002704-06 COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT day of J IA-( ~ ,20 CJ { . before me R ~.::s: Wl USS.Q..K... , the undersigned Notary P blic, personally appeared Winston E. Spllngler, known to me (or setlsfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or ShE! executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~ v\ q~ ) )SS ) On this, the NOTARIAL Sl:Al. RENATE J. MUSSER. Notcry Publk: Harriobu'll. DaupMo Co"My. FA My CommiaIion Expi_ April 29, 2002 R h1aXL vi (UMvtA... Notary Public in and for the State of LASER PRO lending, Ver. 5.17.01.05 Copr. Harland financial Solution., Inc. 11l1l7, 2001. All Rfglll. Reurved. _ PA M,ILASERWINICflILPLIE20FC" TR~5118 ~R-Commlerm e B,,",",-~__'~~1""~P'It~!';!l'm'>,,%"l'1P<I"'r',,!~~Ill''lWl~1il'!lm'~~mW-f'j;rt':,.,-~",~,;,,<~,:<o'-'_,,~'7",,'Y' '''';''''-~',:;,,--,: ""'"'''~'Fi!i'''I,,~'''~'''~'fj\l'"~~,,~glj;F'W;;~.'~i!i'l:'-~~'H}\t'PiW,~j;~-\l;~"!f - >, ~,w ,~ L" '" ,'. -:-~O!l"" . . DISCLOfCRE FOR CONFESSION OF 80GMENT References in me shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "*.*,, has been omitted due to text Isn th limitations. Borrower: Leisure Living Stores of Harrisburg, Inc. (TIN: 2~1896824) 435 Market Street Lemoyne, PA 17043 Lender: PENNSYLVANIA STATE BANK Camp Hili Financial Center 2148 M8lket Street, P.O. Box 487 Camp Hili, PA 17001-0487 (717) 731-7272 Affiant: Winston E. Spangler (SSN: 2111-2&-7069) 5t5 poplar Avenue New Cumberland, PA 17070 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS q DAY OF ~ v 1'1 OBLIGATING ME TO REPAY THAT AMOUNT. ... .( A. I UNDERSTAND ,.HAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT lENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND,.O A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ~N~~:~:G ~.R:*"AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVtSION. , 20 0 , , A GUARANTY OF A PROMISSORY NOTE FOR $10I,768.n B. I FURTHER UNDeRSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HfARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARilY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THe JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GtVING ME ANY ADVANCE 1!9.!l.S.'U,,,,,,,,., INtTIALS:~,;Siliili C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES,I REPRESENT THAT: INITIALS ttJU ,. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A RePRESENTATIVE OF lENDER SPECtFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A copy AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALeD INSTRUMENT ACCORDING TO LAW. ."."."..",.". ........................(Se I) ;:,',',:,:,:,',:,:;::,:,.:,',,::,:, a LASER PRO lending, Ver. 5.17..01.05 Copr. Harland financial Solutio".. Inc. 11197, 2001. All RighI. Reserved. ~ fA M:\LASERWINICFlILPLlD30.fC TR-596 PR-Commlerm .W " ~ ~,.i~' ~ , ,"-- "'d' r ,-, ''''''''''~t!", , . OCOMMERCIAL GUARANTVO References in the shaded area are for Lendar's use .onl~ and do not limit the applicability of this document to any particular loan or item. Any Item above contalmn ..." has been omitted due to text length limitations. Borrower: Leisure Living Stores of Harrlsburg,lnc. (TIN: Lender: PENNSYLVANIA STATE BANK 23-t895824) Camp Hili FinancIal Center 435 Market Street 214a Market Street, P.O, Box 487 Lemoyne, PA 17043 Camp Hill, PA 17001-0487 (717) 731-7272 Guarantor: Karlyn K. Spangler (SSN: 1a3-42-0732) 515 Poplar Avenue New Cumberland, PA 17070 AMOUNT OF GUARANTY. This Is a guaranty 01 payment 01 the Note, Including wilhoutlimitatlon the prtnclpal Note amount Of One Hundred One Thousand Seven Hundred Slxty-elght & nl100 Dollars ($101,768.n). GUARANTY. For good and valuable consideration, Karlyn K. Spangter ("Guarantor") absolutety and unconditionally guarantees and promises to pay to PENNSYLVANIA STATE BANK ("Lender") or Its order, In legal tender of the United SlaIes 01 America, the In,seli!edneS&. (as that.term is defined below) 01 Leisure Living Stores Of Harrisburg, Inc. ("Borrower") to Lender on the terms and conditions set lorthin this Guaranty, MAlCtMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at anyone time the amount of the Indebtedness described herein, plus all costs and expenses Of (A) enforcement of this Guaranty and (B) collection and sale of any collateral securing this Guaranty. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender ellher in the aggregate or at any one'time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be oumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminaled guaranties. tNDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including (a) all principal, (b) alllnteresl, (c) all late charges, (d) all loan fees and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collaction costs and expenses inciude without limitation all of Lende~s attorneys' fees. DURATION OF GUARANTY. This Guaranty wiil take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and wlll continue in full force untll all Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations 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 Lender receives from anyone or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORtZATIDN TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty,Irom time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to iease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to tak~ and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with anyone or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness (F) to apply such security and direct the order or manner of sale thereof, inclUding without limitation, any nonjudicial sale permitted by the terms of the contromng security agreement or deed of trust, as Lender in its discretion may, determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole, or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lendar that (A) no representations or agreements of any kind have been made to Guarantor which would iimit or quaiify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter Into this Guaranty; (D) the provisions of tHis Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a viola.tion of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occlJrred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicabie law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surely, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, inclUding Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or privllte sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or s~all become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by sub(ogation 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 ,'! ~ Loan No: 5002704-06 COMMERCIAL GUARANTY (Continued) Page 2 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-deficielncy" law or any other law which may prevent Lender from bringing any Bction, including a claim for deficiency, against Guarantor, before or after Lenders_commencement or completion of any foreclosure action, either judicia,lIy or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or oth,erwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any e1isability 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 fuil in legal tender, of the Indebtedness; (0) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any coilateral for the Indebtedness; (E) Bny statute of limitations, if at any time Bny Bction or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicabie statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual paymant 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 truste. In bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedne,;s shail be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives Bnd 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 mElY 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 waiv,grs are reasonable and not contre.ry to public policy or law. If any such waiver is determined to be contrary to any applicable law or publiC polley, such waiver shail be effective only t" the extent permitted by law or public policy. SUBORDINATION OF BQRROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness ,of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter Bcquire_ aQainst B_orrower, _whether or not Borrower becomes insolve~t. Guarantor hereby expressly subordinates any claim Guarantor maYo_have 89fJ.inst' Borrower" upon any'acct;)unt whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolve'lc'y and'_consequent Iiqui~ation of the,ass~ts of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntaryUquidation, or_oth_er\vise,_ the assets of Borrower applir.able to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by LElnd.r to the Indebted~ess 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 asourlng to Lender full payment In legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing a.ny debts or obligation.s of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Ls'nder. Guarantqr a9_rB:9s" and Lender is hereby authorized, in the name at-Guarantor, from time to time to execute and file financing statements and continuation s~tements arid to ~ElCute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-1aw tc appear in any court of record and to confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an amdavit signed by an officer of Lend.r settihgforth the amount then due, attorneys' fees plus costs of suit, and to release all errors, and waive all rights of apPeal. If.. copy of this Guaranty, ver;fied by an affidavit, shall 'have been filed in the proceeding, it will not be necessary to file the original as a warrant of :attorney. - GUbrantor waives the right tel any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the for.egoing warrarit and power to cOnfess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid. voidable, or void; but the powe'r will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Guaranty have been paid in full. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding ,,"d agreement of the parties as t" the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' F~; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's ,legal eXpenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforCE~ this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses inclfJde Lender's attorneys' fees and legal ~enses whether or not there is a lawsuit, including attorneys' fees and -legal expenses for b_$nkruptcy proceedings (including efforts to modify or vacate any automatic slay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court DOSts and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or definl~ the provisions of this Guaranty. Governing Law. This Guaranty will be governed by, construed and entorced in accordance with federal law and the laws 01' the Commonwealth 01 Pennsytvanla. This Guaranty haa been accepted by Lender In the Commonweatth III Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advl.sed by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflscts Guarantor's intentions and parol evidence Is not required to interpret the terms of this Guaranty. Guarantor hereby Indemnifies and holds LElnder harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or Incurred by Lender as a result of any tlreach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretallon. In all cases where there is more than one Borrower or Guarantor, then all words lIsed in this Guaranty in the singular shElIl be deemed to have been used in the plural where the context and construction so require; and where .there is more than onE! Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Gua:rantor" respectively shall mean all and anyone or more of them. The words "Guarantor," "Borrower," and "Lender" include the hei,rs, successors,_assig;ns, and transferees of each ?f them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by Itself Will not mean that the rest of thiS Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guarah:ty _even if, a provision 'of this Guaranty may be found to be invalid or unenforceable. If anyone or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of ~orrower or Guarantor or of th~ offi~rs, diredors, partners, managers, or other agents act~. or purporting to act on their behalf, and any Loan 1~..1 tedness made or created In reliance upon the professed exercise of such powers shanwuaranteed under this Guaranty. _ Notices. Unless otherwise provided by applicable law, any notice required to be given under thiS Guaranty shall be given in writing, and shall be ___"<~~=~_=_,'''''''",'.~I"~"""""";,-"",,",,..",,,,,~~,,,,,;r.,,,--,,,,'''''''~,,,"",,,ff'~"-I'''''lF'''--'''.'' ""'!""";""'~"""'~':'';'!;;'f4<51!!!~,-U:'")"~~i,'''''-- ^.",v:,-,;," """,\n;,;--- Y<-"--'i"""f--"'::'"''''''''';''9 -- , , e~ "",,.b~':ait;l'~'>-l: " " . , Loan No: 5002704-06 o COMMERCIAL GUARANTY 0 (Continued) . . :,'::.---~~ Page 3 effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally r~cognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mall postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, speCifying that the purpose of the notice is to Change the party's address. For notice purposes, Guarantor agrees to keep Lender. informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there Is more than one Guarantor, any notice given by Lender to any Guarantor is deemed tc be notice given to all GUarantors. ~o Waiver by Lender. Lender shall not be deemed to have waived ,any rights under this Guaranty unless such waiver is given in writing and Signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right. A waiver by lender of a provision of this Guaranty shall not prejudice or constitute a waiver of lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is requirad 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. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable bY lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America: Words ilod ~~rms u~(ld..jQ the singu1ar',sbalLlnclude the plural, and the plural. shall include the singular,-as the context may require. Words and terms not otherWise defined in this Guanlnty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Leisure living Stores of Harrisburg, Inc., and all ottWr persons and entities signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Kariyn K. Spangler. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness' means Borrower's indebtedness to Lender as more particularly described in this Guaranty. ~ender. The word "Lender" means PENNSYLVANIA STATE BANK, its successors and assigns. Note. The word "Note" means the promissory note dated JUiy g, 2001, In the original prIncipal amount of $101,768.77 from Borrower to Lender. together wit~ all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental ~greements;;guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, s.greements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. CONFESStON OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARAWOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARAN1Y AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARAN1Y VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARAN1Y TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE .OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARAN1Y.. J~),)t'.RANTOR HEREBY WAIVES ANY RIGHT GUARANT0RMAY HAVE TO NOTICE ORTO A HEARING INCONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. GUARANTOR ACKNOWlEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED JULY 9, 2001. THIS GUARANTY IS GIVEN UNDEFl. SEAL AND IT IS INTENDED THAT THtS GUARANTY IS AND SHAL~ CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW; GUARANTOR: ~ . 'J' ,,,J,,-.-,",,, -. - . . .'"^ ~ Loan No: 5002704-06 COMMERCIAL GUARANTY (Continued) Page 4 INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF [)Ui.Lrk,n ~ ) )SS ) day of ~LJ ~ ,20 tJ I ,before me . ~-eM..rJ6 :r t1w.~~ , the undersigned Notary ubllc, personally appeared Karlyn K. Sp8l1gler, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and aCknowledged that he or ShE! 'executed the same for the purposes therein contained. 12 In witness whereof, I hereunto set my hand and official seal. ! _~/1o.h.- \ ,~ I NOTAIllAI SEAl. ~ RENATE J. MUSSfR Nota P L'L Notary Public in and for tbe State of Ha'b ,ryUUftC M rn, ~'?, Douphin CoUIlly, PA Y COmm...... Expi... April 29, 2002 On this, the V.SER PRO Len<:llng, Ver. 5.17.01.05 Copr. Harlan<:l Financial SoluHona, Inc. 1997, 2001. All Rlghls Reurve<:l. ~ PA M'ILASERWINICF1ILPLIE20.FC' TR~599 PR-Commlerm I!'h ~ . .' -..."",,,,~'~_-'l;R1'1',lIHmB")"Je'.'~'~"~~-'~;;;"'jFl~""'!l'~~~~~mjl-l)1>~""'1f',;1;0"_'.";""'" '!'''-!', '7~'-"''''~~rf' :;""Vf'~f-!"i'I<,",,~~ '!'P'"'''' ?"~'i"',;;n"r_m"'F","r1 J W:;';'riF!;! ~'Im~l " ,"''''''''''''lWllIIl" .. , - '-";,'0;':. '. ,', DISCLmChE FOR CONFESSION OF GoGMENT t References in 1M shaded area are for Lende~s use.only and do not limit the applicability of this document to any particular loen or item. An Item above contalnln "..... has been omitted due to text len th limitations. Borrower: Leisure Uvlng Stores of Harrisburg, Inc. (TIN: 23-1895l124) 435 Marteet Street Lemoyne, PA 17043 Lender: PENNSYLVANIA STATE BANK Camp Hill Financial Center 2148 Market Street, P.O. Box 487 Camp Hill, PA17001-G487 (717) 731-7272 Affiant: Karlyn K. Spangler (SSN: 183-42-(732) 515 poplar Avenue New Cumberland, PA 17070 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS q DAY OF .1 JI, OBLlGATtNG ME TO REPAY THAT AMOUNT. I ,20~, A GUARANTV OF A PROMISSORY NOTE FOR $101,768.n A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUPGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY I AM KNOWINGLY, INTElLIGENlLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ~~~:::~'MllirAGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FUlL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT .IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTElLlGENTLY,AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ~~~:~~~fffit C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL tN CONNECTION WITH THE GUARANTY. ~ 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. Seal) LASER PRO landing, Var. 5.17.01.115 Copr. Harland Financial Solullon., In.. 111i17, 211111. All RighI. Ruarvad. _ PA M:ILASERWINICFlILPI.I030.FC TR-S&6 PR-Commlerm , 1-'~"W",<","",it"'i"m,1illlifr;k""",'*,I"^,,;;"'l,' ~_._d&<,>Ji""'oU,i<'.!k'1-"G;I. -\~!?2f," ~ v .UL. ,:"".1.10.,. , ,_''''~''":"'''l e'..."".."',. ~ ..J';id!i""jib'L4lll-~l!!lllii...i~"j,w_",",";_~~'"tf,. }1 ~.,!~",""l\!Ifun~,;".":-;'lfi'!l<r.~;;;;~"",\;;l''''Jil:l'lta>-'9;,@Irotll-. . ~ -.. -t C3 '- ::: 70 ..() ~ g -l p::, ~-+ () c ... -... ""O,(D rt1rn Z::o ~s;: -<.'c r::c. ~o >2 $ o o -n :;;'1 _l~ -:., ~-:;;8 C)(~ ~~r-; C);~n ,,-tJ am ~ -< o r<1 C") N o -0 ::;;; t:! . ~, '""~~-_~o"_'o" 'Vo .-,,",'c'-' . -~ PENNSYLVANIA STATE BANK Plaintiff v. : In the Court of COMMON PLEAS of : CUMBERLAND COUNTY, PENNSYL VANIA NO. 01- 7J3Y C,~~l ~~ : CIVIL ACTION - LAW WINSTON E. SPANGLER and KARL YN K. SPANGLER, ElICh Individually Defendants PLAINTIFF'S AFFIDAVIT/AVERMENT CONFESSION OF JUDGMENT FOR MONEY (X) Pursuant to Pa. R.C.P. No. 2951(I)(2)(ii), I certify that this judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. (a) A consumer credit transaction means a credit transaction in which the party to whom credit is offered or extended is a natural person and the money, property or services which are the subject of the transaction are primarily for personal, family or household purposes. CONFESSION OF JUDGMENT FOR CONFESSION OF REAL PROPERTY ( ) Pursuant to Pa. R.C.P. No. 2971(1)(1), I certify that this judgment is not being entered against a natural person in connection with a residential lease. The above certification is made subject to the penalties 0 to authorities. ting to unsworn falsification Dated: December 18. 2001 Robert D. Kodak, Esquire Attorney for Plaintiff J.D. No. 18041 Address: Knupp, Kodak & Imblum, P.c. 407 North Front Street Post Office Box 11848 Harrisburg, PA 17108-1848 (717) 238-7151 Fax: (717) 238-7158 ........... ~ I ~, ." ',u)" RELEASE OF JUDGMENT In the Court of Common Pleas of the County of Cumberland Statement of Judgment PENNSYLVANIA STATE BANK Of 07134-2001 Civil versus Number Real Debt 1nterestfrom 12/20/01 $101,768.77 WINSTON E. SPANGLER and KARLYN K. SPANGLER Costs Entered and Filed $ Know All Men By These Presents, That PENNSYLVANL4 STATE BANK, the Plaintiff named in the above entitled Judgment, for and in consideration of the sum of One Dollai ($1.00), lawful money of the United States, to it paid by the Defendants above named, the receipt whereof is hereby acknowledged, does hereby forever acquit, exonerate, discharge and release from the Lien of the above entitled Judgment the following described property, to wit: Property situate at and known as 435 Market Street, Borough ofLemoyne, County of Cumberland, Commonwealth of Pennsylvania, (Deed Book No: Record Book 101 at Page 1121). AND IT IS FURTHER AGREED, that the Plaintiff above named will not look to the said above mentioned and described premises, or any part thereof, for payment of any part of the principal and interest of said above entitled Judgment, now or hereafter to become due, or in any way disturb, molest, put to charge or damage, the present or any future owner or owners, occupier or occupiers, of the above mentioned and described premises, or any part or portion thereof, for or by reason of the said Judgment, or any matter, cause or thing thence accruing or to arise; provided that nothing herein contained shall affect the said Judgment or its legal validity, so far as respects all other lands and tenements of the said Defendants, situate in the County aforesaid, which are not herein expressly exonerated therefrom. IN WITNESS WHEREOF, the said Pennsylvania State Bank has caused this Release to be signed by its lc.e . President and its Corporate seal to be affIXed and all duly attested by its Secretary this II day of October, A.D. 2002. (AffIX Corporate Seal) QtJ~'~ \6""M vtc.e- President -.iiteFetary F:\USER\BONNIEJOIRELEASES\ WORKIO 1385psb. wpd: IOOcl02 "^,, ,,1~i.liiMi"-ht'llli~ilii~m,~~~.d,'1;~-,;,,~!,i,tiG"-;i.),-,..,,-~,,-~~ ,",,'-'_'-iC-,>,':_b'l''''''-_'"O"<0;,;;,#?iIf-~~i!~tHm~;@ill~H~>t~~;:I;t&i\,,_~~~1:t . ~8T Number 2001-07134 Civil - RELEASE FROM LIEN OF JUDGMENT - PENNSYL VANIA STATE BANK versus WINSTON E. SPANGLER and KARLYN K. SPANGLER Upon premises known as 435 Market Street Borough of Lemoyne Cumberland County, PA Entered and Filed: F:IUSERIBONNIEJOIRELEASESIWORKIO 1385psb.wpd: IOOclO2 ~...!H. _____.. _'''''''''C'___e~~~~_'''7'~''~__~"_ ^' _, ,_ "__'_<~"""~_'''''''''''-'-'''''' _"__~~ ^c ~_,,_ .~ _ ~ ~ ~. w () ~ ~ ----c: ~ ~t) ~ '- __8 [mr "-> __ )2:( f' V U;):"~ :D 0'::"0, L t$f ~ J,~ 2: -., -< = ~ D CJ .,,-1 en :l '--;';' .(- .'- ~ ~~ => -...I ~)} PENNSYLVANIA STATE BANK Plaintiff v. WINSTON E. SPANGLER and KARL YN K. SPANGLER, Each Individually Defendants TO THE PROTHONOTARY: ~~~. .~. , '~~""I'<':. j,....~ In the Court of COMMON PLEAS of CUMBERLAND County, Pennsylvania NO. 01-7134 CIVIL TERM CIVIL DIVISION - LAW PRAECIPE Please mark the above-captioned Judgment as settled and satisfied in full. TO Cumberland County Prothonotary Dated: March 2. 2004 Robert D. Kodak Attorney I.D. No. 18041 ~ -",",,0;.. ,~" '. ""'c,"""";......" Attorney for Piaintiff I: '~J;L~l9lIllWid;~lIIi_irffi9~itIJ~~II~~fu~nf'._7~",;;'M.!I1%J_~i_;';''''~''''IIlIm;.___,,",",--...- 9 r-.> 0 <= c..... <= "Tl s: .r- -00'('1 :% 5:'.... rflT6 > n'l= :?':::.tJ :;;0 :BE9 Z~;: , ;:;~::;;: c..:> 9,6 r:'. '--., ..-~--- I-ri ~C) ..." b-n 3: '-0 "'f...-::() ZITI >e ,'V 0 :>~ ::.:-l ~ W :D -c (.11 -< C" \jSj ~"MI ".1 Iltil I II ]~HUL~.~~~.~.,..,.,..."_r-....."_~ _.... .~ .~.> ~~" ~~ ,..