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HomeMy WebLinkAbout99-06117 f ' r / Cl N C - } r K ? ? f'? ? ? Ip P? h . T .?M df+y r k ?' ?f r 5 k H I vs Y ? k ? 4 r e e ? ? i / Y tom{ }Yr Y tr`1l: l.A y k Ft/ NJ 3 ttix r 4 5 f e ?, , AA 1 3C. 4i VV y? iV q ( t ? ? . ? 1 z s f k } tt YY • ?{ r ' 4 , r x .. r } ? tt x„t y a ' e Y 7??1{ yYY I t . " Q 1 . 7a .? t? ?Y M e1 ??zF s e 4ry < T r an > , ? ? y ?z Fr r y a° r t 5 l 4 ? y 1 G r ?i E k KEYSTONE FINANCIAL BANK, N.A., : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY : and FINANCIAL TRUST COMPANY, Plaintiff V. NO. DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants CIVIL ACTION - LAW CONFESSION OF JUDGMENT Pursuant to the authority contained in the Promissory Notes, Commercial Guaranty agreements and Disclosure For Confession of Judgment documents, true and correct copies of which are attached to the Complaint filed in this action, we appear for the Defendants and confess judgment in favor of Plaintiff and against the Defendants as follows: Principal amount due ....................... $1,170,314.58 Interest through September 27, 1999 ............ $ 27,148.32 Late charges through September 27, 1999 ........ $ 18,762.15 Plus accruing daily interest under the Promissory Notes, additional late charges, attorneys' fees and costs of suit. 2. AS TO JANET M. DARDICK: Principal amount due .......................... $588,000.00 Interest through September 27, 1999 ............. $ 27,148.32 Late charges through September 27, 1999 ......... $ 18,762.15 Plus accruing daily interest under the Promissory Notes, additional late charges, attorneys' fees and costs of suit. Date: October 4, 1999 Respectfully submitted, McNEES, WALLACE & NURICK By// ` Michael A. Doctrow Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. 0. Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company KEYSTONE FINANCIAL BANK, N.A., : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY : and FINANCIAL TRUST COMPANY, Plaintiff V. NO. DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants CIVIL ACTION - LAW AND NOW, comes Plaintiff, Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company, by and through its counsel, the law firm of McNees, Wallace & Nurick, and files this Complaint pursuant to Pa. R. Civ. P. 2951(b) for judgment by confession and avers as follows: Plaintiff Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company ("Plaintiff) is a national banking institution with offices located at 1415 Ritner Highway, P.O. Box 220, Carlisle, Cumberland County, Pennsylvania 17013-0220. 2. Defendant David Scott Dardick ("Mr. Dardick") is a married adult individual with a last known address of 35 Wetherbum Road, Enola, Cumberland County, Pennsylvania 17025. Defendant Janet M. Dardick, a/lda Janet M. Russavagc ("Mrs. Dardick") is a married adult individual with a last known address of 35 Wetherbum Road, Enola, Cumberland County, Pennsylvania 17025. 4. Darcom Technologies, Inc. (the "Company") is a Pennsylvania corporation with its registered office in Pennsylvania listed as 5521 Carlisle Pike, Suite 201, Mechanicsburg, Cumberland County, Pennsylvania 17055, and its principal place of business is located at 77 Northeastern Boulevard, Nashua, New Hampshire 03062. 5. Mr. Dardick is the President of the Company. 6. On December 17, 1996, the Company executed a Business Loan Agreement and an accompanying Promissory Note in favor of Plaintiff in the principal amount of $250,000 to evidence a line of credit loan extended by Plaintiff to the Company (the "1996 Note"). A true and correct copy of the 1996 Note is attached hereto as Exhibit W. 7. On December 17, 1996, Mr. Dardick and Mrs. Dardick each executed a Commercial Guaranty (the "1996 Guaranty") in favor of Plaintiff, whereby Mr. Dardick and Mrs. Dardick jointly and severally personally guaranteed the repayment of the 1996 Note by the Company to Plaintiff. A true and correct copy of the 1996 Guaranty, together with a signed Disclosure for Confession of Judgment, is attached hereto as Exhibit "B". 8. On November 13, 1997, the Company entered into a Business Manager relationship with Plaintiff, pursuant to which the Company executed The Business Manager Agreement and a Business Loan Agreement, whereby Plaintiff extended to the Company a Business Manager line of credit in the maximum amount of $600,000 (the "1997 Business Manager Line"). A true and correct copy of the Business Manager Agreement and the Business -2. Loan Agreement executed in association with the 1997 Business Manager Line is attached hereto as Exhibit "C". 9. On November 13, 1997, Mr, Dardick executed a Commercial Guaranty (the "1997 Guaranty") in favor of Plaintiff, whereby Mr. Dardick personally guaranteed the repayment of any and all indebtedness of the Company to Plaintiff under the 1997 Business Manager Line. A true and correct copy of the 1997 Guaranty, together with a signed Disclosure For Confession of Judgment, is attached hereto as Exhibit "D". 10, On November 13, 1997, Mrs. Dardick executed a Mortgage in favor of Plaintiff regarding the residence located at 35 Wetherbum Road, Enola, Cumberland County, Pennsylvania, in order to secure repayment of the 1997 Business Manager Line and any other amounts owing by the Company to Plaintiff at any time (the "First Mortgage"). A true and correct copy of the First Mortgage is attached hereto as Exhibit "E". 11. On December 30, 1997, Mr. Dardick and Mrs. Dardick each executed a Promissory Note in favor of Plaintiff in the principal amount of $150,000 to evidence a commercial loan extended by Plaintiff to Mr. Dardick and Mrs. Dardick in order to provide capital for a business investment (the "1997 Note"), The 1997 Note was amended in part by the Change in Terms Agreement dated May 27, 1999. A true and correct copy of the 1997 Note and Change in Terms Agreement, together with signed Disclosure for Confession of Judgment documents, is attached hereto as Exhibit "F". 12. On December 30, 1997, Mrs. Dardick executed a Mortgage in favor of Plaintiff regarding the residence located at 35 Wcthcrbum Road, Enola, Cumberland County, Pennsylvania, in order to secure repayment of the 1997 Note and any other amounts owing by -3- Mr. Dardick and Mrs. Dardick to Plaintiff at any time (the "Second Mortgage"). A true and correct copy of the Second Mortgage is attached hereto as Exhibit "G". 13. On September 29, 1998, the Company executed a Promissory Note in favor of Plaintiff in the principal amount of $188,000 to evidence a loan extended to the Company by Plaintiff (the "1998 Note"). The 1998 Note was amended in part by the Change in Terms Agreement dated May 27, 1999. A true and correct copy of the 1998 Note and the Change in Terms Agreement is attached hereto as Exhibit "H". 14. On September 29, 1998, Mr. Dardick and Mrs. Dardick each executed a Commercial Guaranty (the "1998 Guaranty") in favor of Plaintiff, whereby Mr. Dardick and Mrs. Dardick jointly and severally personally guaranteed the repayment of the 1998 Note by the Company to Plaintiff. A true and correct copy of the 1998 Guaranty, together with a signed Disclosure for Confession of Judgment, is attached hereto as Exhibit "I." 15. On September 29, 1998, Mrs. Dardick executed a Mortgage in favor of Plaintiff regarding the residence located at 35 Wctherbum Road, Enola, Cumberland County, Pennsylvania, in order to secure repayment of the 1998 Note and any other amounts owing by the Company to Plaintiff at any time (the "Third Mortgage"). A true and correct copy of the Third Mortgage is attached hereto as Exhibit "J". 16. The Company has defaulted under its payment obligations to Plaintiff under the 1996 Note, the 1997 Business Manager Line and the 1998 Note. 17. On September 3, 1999, Plaintiff notified the Company and Mr. and Mrs. Dardick by letter ("Demand Letter #1 ") that all monies owed under the 1996 Note, the 1997 Business Manager Line, the 1998 Note, the 1996 Guaranty, the 1997 Guaranty and the 1998 Guaranty -4- must be paid to Plaintiff on or before September 13, 1999. A true and correct copy of Demand Letter # 1 is attached hereto as Exhibit W. 18. On September 3, 1999, Plaintiff also notified Mr. Dardick and Mrs. Dardick by letter ("Demand Letter #2") that all monies owed under the 1997 Note must be paid to Plaintiff on or before September 13, 1999. A true and correct copy of Demand Letter #2 is attached hereto as Exhibit "L". 19. Subsequent to delivery of Demand Letter 41, the Company has continued to fail to make payment to Plaintiff and to otherwise comply with the terms of the 1996 Note, the 1997 Business Manger Line and the 1998 Note, and the Company remains in default under the 1996 Note, 1997 Business Manager Line and 1998 Note. 20. Plaintiff reasserts and incorporates herein the allegations of Paragraphs 1-19. 21. Pursuant to the 1996 Guaranty, Mr. Dardick and Mrs. Dardick became personally liable for payment of the 1996 Note by the Company to Plaintiff. 22. Mr. Dardick and Mrs. Dardick arc each in default under the 1996 Guaranty, having failed to make payment to Plaintiff pursuant to the 1996 Guaranty and Demand Letter # 1. 23. The total sum due and owing to Plaintiff, including accrued interest and late charges, as of September 28, 1999, under the 1996 Note and the 1996 Guaranty is $257,134.03. 24. Judgment has not been entered in any jurisdiction on the attached instruments. 25. The attached instruments have not been assigned. 26. Tlic Judgment is not being entered by confession against a natural person in -5- connection with a consumer credit transaction. 27. Mr. Dardick and Mrs. Dardick arc not subject to the protection of the provisions of the Soldiers and Sailors Civil Relief Act of 1940, as amended. 28. The Confession of Judgment clause set forth in the 1996 Guaranty provides for recovery of the entire unpaid balance of principal, accrued interest, finance charges, attorneys' fees, costs and expenses of suit and collection fees. 29. Mr. Dardick's and Mrs. Dardick's failure to make payment to Plaintiff pursuant to the terms of the 1996 Guaranty provides Plaintiff with the authority to file this Complaint. WHEREFORE, as to Count 1, Plaintiff Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company, respectfully requests that this Honorable Court enter judgmcnt by confession against Mr. Dardick and Mrs. Dardick for monetary damages, as authorized by the attached 1996 Guaranty, in the amount of $257,134.03, plus accruing interest from September 28, 1999 of $67.71 per diem, as provided in the 1996 Note, both before and after entry of judgmcnt, additional late charges, attorneys' fees, and all costs of suit. 30. Plaintiff reasserts and incorporates herein the allegations of Paragraphs 1-29. 31. Pursuant to the 1997 Guaranty, Mr. Dardick became personally liable for repayment of the 1997 Business Manager Line by the Company to Plaintiff. 32. Mr. Dardick is in default under the 1997 Guaranty, having failed to make payment -6. to plaintiff pursuant to the 1997 Guaranty and Demand Letter 41. 33. The total sum due and owing to plaintiff, as of September 28, 1999, under the 1997 Business Manager Line and the 1997 Guaranty is $582,314.58. 34. Judgment has not been entered in any jurisdiction on the attached instruments. 35. The attached instruments have not been assigned. 36. The Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 37. Mr. Dardick is not subject to the protection of the provisions of the Soldiers and Sailors Civil Relief Act of 1940, as amended. 38. The Confession of Judgment Clause set forth in the 1997 Guaranty provides for recovery of the entire unpaid balance of principal, accrued interest, finance charges, attorneys' fees, costs and expenses of suit and collection fees. 39. Mr. Dardick's failure to make payment to Plaintiff pursuant to the terms of the 1997 Guaranty provides Plaintiff with the authority to file this Complaint. WHEREFORE, as to Count 11, Plaintiff Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company, respectfully requests that this Honorable Court enter judgment by confession against Mr. Dardick for monetary damages, as authorized by the attached 1997 Guaranty, in the amount of $582,314.58, plus any interest provided for in the 1997 Business Manager Line loan documents, both before and after entry of judgment, any permissible late charges, attorneys' fees, and all costs of suit. -7- 40. Plaintiff reasserts and incorporates herein the allegations of Paragraphs 1-39. 41. Pursuant to the 1998 Guaranty, Mr. Dardick and Mrs. Dardick became personally liable for payment of the 1998 Note by the Company to Plaintiff. 42. Mr. Dardick and Mrs. Dardick arc each in default under the 1998 Guaranty, having failed to make payment to Plaintiff pursuant to the 1998 Guaranty and Demand Letter #1. 43. The total sum due and owing to Plaintiff, including accrued interest and late charges, as of September 28, 1999, under the 1998 Note and the 1998 Guaranty is $215,366.08. 44. Judgment has not been entered in any jurisdiction on the attached instruments. 45. The attached instruments have not been assigned. 46. The Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 47. Mr. Dardick and Mrs. Dardick are not subject to the protection of the provisions of the Soldiers and Sailors Relief Act of 1940, as amended. 48. The Confession of Judgment clause set forth in the 1998 Guaranty provides for recovery of the entire unpaid balance of principal, accrued interest, finance charges, attorneys' fees, costs and expenses of suit and collection fees. 49. Mr. Dardick's and Mrs. Dardick's failure to make payment to Plaintiff pursuant to J the terms of the 1998 Guaranty provides Plaintiff with the authority to file this Complaint. WHEREFORE, as to Count 111, Plaintiff Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company, -8- respectfully requests that this Honorable Court enter judgment by confession against Mr. Dardick and Mrs. Dardick for monetary damages, as authorized by the attached 1998 Guaranty, in the amount of $215,366.08, plus accruing interest from September 28, 1999 of $48.31 per diem, as provided in the 1998 Note, both before and after entry of judgment, additional late charges, attorneys' fees, and all costs of suit. 50. Plaintiff reasserts and incorporates herein the allegations of Paragraphs 1- 49. 51. Pursuant to the 1997 Note, Mr. Dardick and Mrs. Dardick are personally liable for payment of the 1997 Note to Plaintiff. 52. Mr. Dardick and Mrs. Dardick are each in default under the 1997 Note, having failed to make payment to Plaintiff pursuant to the 1997 Note and Demand Letter #2. 53. The total sum due and owing to Plaintiff, including accrued interest and late charges, as of September 28, 1999, under the 1997 Note is 5161,410.36. 54. Judgment fins not been entered in any jurisdiction on the attached instruments. 55. The attached instruments have not been assigned. 56. The Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 57. Mr. Dardick and Mrs. Dardick arc not subject to the protection of the provisions of the Soldiers and Sailors Relief Act of 1940, as amended. 58. The Confession of Judgment clause set forth in the 1997 Note provides for recovery of the entire unpaid principal balance, accrued interest, finance charges, attorneys' fees, -9- costs and expenses of suit and collection fees. 59. Mr. Dardick's and Mrs. Dardick's failure to make payment to Plaintiff pursuant to the terms of the 1997 Note provides Plaintiff with the authority to file this Complaint. WHEREFORE, as to Count IV, Plaintiff Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company, respectfully requests that this Honorable Court enter judgment by confession against Mr. Dardick and Mrs. Dardick for monetary damages, as authorized by the attached 1997 Note, in the amount of $161,410.36, plus accruing interest from September 28, 1999 of $40.63 per diem, as provided in the 1997 Note, both before and after entry of judgment, additional late charges, attorneys' fees, and all costs of suit. Respectfully submitted, McNEES, WALLACE & NURICK By ao?-- Michael A. Doctrow Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. 0. Box 1166 100 Pinc Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company Date: October 4, 1999 -10- KEYSTONE FINANCIAL BANK, N.A., : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY : and FINANCIAL TRUST COMPANY, Plaintiff V. NO. DAVID SCOTT DARDICK and JANET M. DARDICK, w1da JANET M. RUSSAVAOE, Defendants : CIVIL ACTION -LAW We hereby certify that the last known address of the Defendants is: David Scott Dardick and Janet M. Dardick, 35 Wethcrbum Road, Enola, Pennsylvania 17025. Respectfully submitted, McNEES, WALLACE & NURICK By 40 Michael A. Doctrow Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. 0. Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232.8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company i q: Date: October 4, 1999 FROM 1MC NEEG WILLOCE MJRICK 717 237 6300 1999.09-20 14140 #464 P.04/04 Subject to the penalties of 19 Ps.C.S.A. 4 4904, relating to unswom falsification to authorities, I hereby certify that I AM JACK V. HUTCtUSON, Assistant Vice President -Special Assets, at Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank do Trust Company and Financial Trust Company, and that I am authorized to verify the foregoing Complaint For Confession of Judgment, and that the facts set forth in the foregoing are true and correct to the best of my information and belief. Dated: September ,1999 Assistant Vice Prestaenl - OPGWw 1.--_ 4Fi. w? P EXHIBIT "A" PROMISSORY NOTE „ Principal $250000,00 Loan Date . 12-17-1996 Maturity Loan No 501-90001 Cell COMM Collateral SEC Account 140703 Officer CW85`. Inttlale References In the shaded area are for Lender's use only and do not limit the app licability of this document to any articular loan or Item. Borrower: Darcom Technologies, Inc. Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY 6621 Carlisle Pike, Suits 201 CAMP HILL COMMUNITY OFFICE Mechanicsburg, PA 17056 1231 TRINDLE ROAD CAMP HILL, PA 17011 Principal Amount: $250,000.00 Initial Rate: 9.760% Dale of Note: December 17, 1996 PROMISE TO PAY. Darcom Technologies, Inc. ("Borrower") promises to pay to PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY ("Lender"), or order, In lawful money of the United Slates of America, on demand, the principal amount of Two Hundred Fitty Thousand L 001100 Dollars (6250,000.00) or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan Immediately upon Lender's demand. In addition, Borrower will pay regular monthly payments of all accrued unpaid Interest due u of each payment dale, beginning January 17, 1997, with ell subsequent Interest payments to be due on the same day of each month after that. Interest on this Note is computed on a 3651760 simple Interest basis; that Is, by applying the ratio of the annual Interest rate over a you of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid Interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. VARIABLE INTEREST RATE. The interest rate on this Note Is subject to change from lime to Ilme based on changes In an index which Is the PENNSYLVANIA NATIONAL BANK'S PRIME RATE (the Index'). Pennsylvania National Bank Prime Rate shall mean the rate of Interest, which Is not necessarily the lowest rate of Interest charged by Lender or the rate which Lender uses for other commercial loans, that Is publicly announced from time to time by Lender as Its reference rate in Pottsville, Pennsylvania. Lender will tell Borrower the current Index rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The Interest rate change will not occur more often than each DAY. The Index currently Is $250% per annum. The Interest rate to be applied to the unpaid principal balance of this Note will be at a rate of 1.500 percentage points over the Index, resulting In an Initial rate of 9.760% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable low. PREPAYMENT. Borrower may pay without penalty all or a por0on of the amount owed earlier then it Is due. Early payments will not, unless agreed to by Lender in writing, relleve Borrower of Borrower's obligation to continue to make payments of accrued unpaid Interest. Rather, they wig reduce the principal balance due. LATE CHARGE. If a regularly scheduled interest payment Is to days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $1.00, whichever Is greater. If Lender demands payment of this loan, and Borrower does not pay the loan within 10 days anar Lender's demand, Borrower also will be charged either 5.000% of the sum of the unpaid principal plus accrued unpaid Interest or 61.00, whichever Is greater. DEFAULT. Borrower Will be In default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any promise Borrower has made to Lendor, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or In any other agreement or loan Borrower has with Lender. (c) Borrower defaults under any loan, extension of credit, sacunty agreement, purchase or sales agreement, or any other agreement. In favor of any other creditor or poison that may materially affect any of Borrower's property or Borrower's ability to repay this Nola or perform Borrower's obligations under this Nola or any of the Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf Is false or misleading in any material respect either now or at the lime made or furnished. (e) Borrower becomes Insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding Is commenced either by Borrower or against Borrower under any bankruptcy or Insolvency laws. (f) Any creditor liters to take any of Borrower's property on or In which Lender has a lion or security Interest. This includes a garnishment of any of Borrower's accounts with Lender. (g) Any guara,ttor dies or any of the other events described In this default section occurs with respect to any guarantor of this Nola. (h) A malarial adverse change occurs In Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness Is Impalred. (1) Lender In good faith deems Ilsolt Insecure, If any default, other than a default in payment, Is curable and if Sonower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, alter receiving written notice from Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) If the cure requires more than fifteen (15) days, Immediately initiates steps which Lender deems In Lender's sole discretion to be sufficient to cure the default and thereaher continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default. Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid Interest Immediately due, and then Borrower will pay that amount. Upon default, Including failure to pay upon final maturity, Lender, at Its option, may also, If permitted under applicable law, Increase the variable Interest rate on this Note to 6.500 percentage paints over the Index. The Interest tale will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Nola if Borrower does not pay. Borrower also wig pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lendors legal expenses whether or not there Is a lawsuit, Including attorneys' fees and legal expenses to( bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable law, Borrower also will pay any court costs, In addition to all other sums provided by law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment Is entered. This Note has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. It there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Schuylkill County, the Commonwealth of Pennsylvania. This Note shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security interest In, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and Interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), Including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however 0 IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohb led by taw. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Nola against any and all such accounts. LINE OF CREDIT. This Nola evidences a revolving line of credit. Advances under this Note may be requested only In writing by Borrower or by an authorized person. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown 12-17-1996 PROMISSORY NOTE Page 2 Loan No 501-70001 (Continued) above. The following party or parties are authorized to request advances under the line of credlt until Lender receives from Borrower at Lender's address shown above written notice of revocation of their authority: David S. Dardlck, President. Borrower agrees to be liable for all sums either: (a) advanced In accordance with the instructions of an authorized person or (b) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's Internal records, Including dally computer pdnl-outs. Lender will have no obligation to advance funds under this Note If: (a) Borrower or any guarantor Is In default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, Including any agreement made In connection with the signing of this Note; (b) Borrower or any guarantor ceases doing business or is Insolvent; (c) any guarantor seeks, claims or olherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender, (d) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (e) Lender In good faith deems itself Insecure under this Note or any other agreement between Lender and Borrower. ADDITIONAL PROVISIONS. Funds may be advanced up to a maximum of the sum of 75% of Accounts Receivable less than sixty days from the billing dale and 25% of Net Inventory. Financial Statements, Including Balance Sheol, Income Statement and Accounts Receivable Aging, shall be submitted to the Bank on a monthly basis. GENERAL PROVISIONS. This Note is payable on demand. The Inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on Its demand. Lander may delay or lorgo enforcing any of Its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change In the terms of this Note, and unless otherwise expressly staled in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shag be released from liability. NI such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or Impair, fag to realize upon or paned Lender's security Interest In the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. AN such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the parry with whom the modification Is made. If any portion of this Nola is for any reason determined to be unenforceable, It will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (SSW) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER 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 NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTCE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. BORROWER: Darcom^Te-c/ nologles, Inc. X V \X?l (SEAL) Author! ud Officer ATTESy.? Corporate Seal ) Secretary or Assistant Secretary variable RMIN. Line or credit. LASER PRO, Rea U.O. Pat. & T.M. Off., var. 0.22 b4D 1 gee cFf Ploss"4e2, Im. AIIrIM.r re2enaO. IPA. E0.22D F7.22A P0.22D OARCOLNC1.OVLI EXHIBIT "B" COMMERCIAL GUARANTY nc pal P,, j?t AN??P? ) oars Date ' MTV Ih ai ?..? eturltyr. I tai Tor Loan o ?? ,1081; OGIYIM 10olle er .-.se10 Account 1140'703 u•4'. ..i 0 Car, "C Bar n+ e1e6; tY U4t? ?i " References In the shaded area are for Lender's use only and do not limit the applicability of this document to an adicutsr loan or Item. Borrower: Darcom Technologies, Inc. Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY 6521 Carlisle Pike, Suite 201 CAMP HILL COMMUNITY OFFICE Mechanicsburg, PA 17066 4231 TRINDLE ROAD CAMP HILL, PA 17011 Guarantor: David S. Dmdlck and Janet M. Dardlck 05 Welherburn Road Enols, PA 17025 AMOUNT OF GUARANTY. This Is a guaranty of payment of the Note, Including without limitation the principal Note amount of Two Hundred Fifty Thousand L 001100 Dollars (1260,000.00). GUARANTY. For good and valuable consideration, David S. Dwdlck and Janet M. Dardlck ("Guarantor") absolutely and uncondlllonely guarantee and promise to pay, Jointly and severalty, to PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY ("Lender") or Its order, on demand, In legal tender of the United Stales of America, the Indebtedness (as that term Is dented below) of Doreom Technologies, Inc. ("Borrower") to Lender on the terms and conditions set forth In this Guaranty. DEFINITIONS, The following words shall have the following meanings when used In this Guaranty: Borrower. The word 'Borrower" means Darcom Technologies, Inc.. Guarantor. The word "Guarantor' means David S. Dardick and Janet M. Dardick, who are signing this Guaranty jointly and severely. Guaranty. The word 'Guaranty' moans this Guaranty made by Guarantor for the bonofit of Lender dated December 17.19M. Indebtedness. The word'Indeblednese means the Note, Including (a) all principal, (b) all Interest, (c) an late charges, (d) all loan fees and loan charges, and (e) all coltoctlon 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' lees and Lender's legal expenses, whether or not suit Is Instituted, and attorneys' toes and legal expenses lot bankruptcy proceedings (Including efforts to modify or vocals any automatic slay or Injunction), appeals, and any anticlpatsd post-judgmenl collection services. Lender. The word'Londee means PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY, Its successors and assigns. Note. The word "Note means the promissory note or credit agreement dated December 17, 19%, In the original principal amount of 1260,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Notice to Guarantor: The Note evidences a revolving line of credit from Lender to Borrower. Related Documents. The words 'Related Documents' mean and Include without limitation all promissory notes, credit agreements, loan agreements, environmental a0roomenls, guaranties, security agreements, mortgages, deeds of bust, and an other Instruments, agrwmants and documents, whether now or horenfler existing, executed In connection with the Indebtedness. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebledne" described above, 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 either In the aggregate or at any one tine. If Lender presently holds one or more guaranties, or hereaffer receives additional guaranties from Guarantor, the rights of Under under ant guaranties shat be cumulative. This Guaranty shag 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 Ihis Guaranty and any such other unlerminated 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 or acceleration or otherwise, of all Indebtedness within the limits set forth In the preceding section of this Guaranty. This Guaranty covers a revolving line of credit and guarantor understands and agrees that this guarantee shall be open and continuous until the line of credit Is terminated and the Indebtedness Is paid In full, as provided below. The obligations of Guarantors shag be joint and several. Lender may proceed against any of the Guarantors individually, against any group of Guarantors, or against an the Guarantors In one action, without affecting the right of Lender to proceed against other Guarantors for amounts that are covered by this Guaranty. Any Inability of Lender to proceed against any Guarantor (whether caused by actions of a Guaranlor or of Lender) will not affect Lender's right to proceed against any or all remaining Guarantors for ant or part of the amounts covered by this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue In full force until all Indebtedness shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed In fuh. Release of any other guarantor or termination of any other guaranty of the Indebtedness shag not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shaM not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and It Is specifically anticipated that fluctuations will occur In the aggregate amount of Indebtedness owing from Borrower to Lender. Grantor specifically acknowledges and agrees that fluctuations In the amount of Indebtedness, *van to zero dollars (1 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (a) termination In writing by Borrower and Lender of the One of credit, (b) payment of the Indebtedness In full In legal tender, and (c) payment In full In legal tender of all other obligations of Guarantor under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand end 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 New equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to altar, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the indebtedness, Including Increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold "curtly 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 retesse, substitute, agree not to sue, or deal with any one of 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; (0 to apply such security and direct the order or manner of sale thereof, Including without limitation, any nonjudlclN safe 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 pant partlcipatlons In all or any part of the Indebtedness; and (h) to e"IOn or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Gunranlor which would grTdl or quality In any way the terms of this Guaranty; (b) this Guaranty is executed al Borrower's request and not at the request of Lender; (c) Guarantor has lull power, right and authority to enter Into this Guaranty; (d) the provisions of this Guaranty do not eonnict with or result in a default under any agreement or other Instrumont binding upon Guarantor and do noit result In a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarenlor has not and will not, without the prior written consent of Lender, soil, loose, assign, encumber, hypothecate, transfer, of otherwise dispose of all or substantially all of Guarantor's assets, or any Interest IherNn; (1) upon Lender's request, Guarantor win provide to Lender financial and credit Information In form acceptable to Lender, and 0 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 maledal respects and fairly present the financial condition of Guarenlor as of the dales the financial Information Is provided; (g) no material adverse change has occurred In Guarantor's financial condition since the data of the most recent financial statements provided to Lender and no event has occurred which may maledally sdvarsefy affect Guarantor's financial condition; (h) no litigation, claim, Investigation, administrative proceeding or similar action (Including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and 0) Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrawah financial condition. Guarantor anroas to keep adequately Informed from such means of any facts, events, or circumstances which might In any way affect Guarantor's risks under Uhl, Guaranty, and Guarantor further agrees that Lender shag have no obligation to disclose la 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 waiver 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 now or additional loans or obligations; (e) to resort for payment or to proceed directly or at once against any person, Including Borrower of any other guarantor; (d) to proceed directly against or exhaust any 12-17-1996 COMMERCIAL GUARANTY Page 2 Loan No 601-30001 (Continued) collateral hold by Lander from Borrower, any other guarantor, or any other person; (a) to give notice of the terms, time, and place at any public or prlvele aW 01 personal property security held by Lender from Borrower ar to comply with any other applicable provisions of the Uniform Commercial Coda; (Q 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 maller whatsoever. If now or hereaflor (a) Borrower shag be a become Insolvent, and (b) the Indebtedness shall not at on times until paid be tufty secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes In favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or herealler have or acquire against Borrower, by subrogatlon or otherwise, so that at no time ahas 8uarantor be or become a'aeditor' 01 Borrower within the meaning of I I U.S.C. section 647(b), or any successor provision of The Federal bankruptcy taws. Guarantor also waives any and an rights or defenses arising by reason at (a) any 'one action' or 'anti-deficiency' taw or any other law which may prevent lender from bringing any action, Including a claim for deficiency, against Guarantor, before or aher Lenders commencement or completion of any foreclosure action, either judicially or by exercise of a power of Sole; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantors subrogation rights or Guarantors rights to proceed against Borrower for reimbursement, Including without bmitatlon, any loss of rights Guarantor may suffer by reason of any taw limning, 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 at the cessation of Borrowers liability from any cause whatsoever, other than payment In lug In legal tender, of to Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified Impairment at any collateral lot the In Jobledress; (a) any statute of limitations, If at any time any action or suit brought by Lender against Guarantor Is commenced here Is outstanding Indebtedness of Borrower to Lender which Is not barred by any applicable statute of limitations; or (1) any defenses given to guarantors at law or In equity other than actual payment and performance of the tndebtadnoss. 11 payment Is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Is forced to rem;t the amount of that payment to Borrower's trustee In bankruptcy or to any slmsar person under any federal or stale bankruptcy law or law lot the robot of debtors, the Indebtedness shag be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor War waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under INS Guaranty for any claim of whoa, 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 Guarantors fug knowledge of Its slgnikance and consequences and that, under the circumstances, the wahrers are reasonable and not contrary to pubic policy or taw. It any such welder Is determined to be contrary to any applicable taw or public policy, such waiver shah be effective only to the extent permitted by taw or public policy. LENDER'S RIGHT OF SETOFF. In addition to an Dons upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by taw. Lender she$ have, with respect to Guaranto's obhgallons to Lender under this Guaranty and to the extent permilled by taw, a contractual possessory security Interest In and a right of salon against, and Guarantor hereby assigns, conveys, deliver, pledges, and transfers to Lender as of Guaranloes right, glee and Interest In and to, as deposits, moneys, securities and other property of Guarantor now or hereafior 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 hold for safekeeping or otherwise, excluding however 0 IRA, Keogh, and trust accounts. Every such security Interest and right of setoff may be exerclsed without demand upon or notice to Guarantor. No security Interest or right of setoff shall be deemed to have been wahred by any act or conduct on the part of Lender or by any neglect to exercise such tight of setoff or to enforce such security Interest or by any delay In so doing. Every right of Solon and Security Interest shag continue In lull force and effect until such right of setoff or security Interest Is speclficagy waved or released by an Instrument In writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees [het the Indebtedness of Borrower to Lender, whether now existing or hereafter created, than be prior to any claim that Guarantor may now have or herealtor acquire against Borrower, whether or not Borrower becomes irsoMnl. 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 even[ 01 Insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment lot the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to [be payment of the claims of both Lender and Guarantor shag be paid to Lender and shall be first applied by Lender to the Indebtedness at 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 shag be effoctive only for the purpose of assuring to Lender lug payment In legal lender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter ovlderlclnlp any debts or obligations at Borrower to Guarantor shag be marked with a legend that the same are subject to this Guaranty and shag be delivered to Lender. Guarantor agrees, and Lender hereby is authorized, In the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to lake such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters sat forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Landers request to submll to the jurisdiction of the courts of Schuylkill County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. ABorneys' Fns; Expenses. Guarantor agrees to pay upon demand ag of Lender's costs and expenses, Including attorneys' less and Lenders legal expenses. Incurred In connection with the enforcement at this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor she% pay the costs and expenses of such enforcement. Costs and expenses Include Landers attorneys' lees and legal expenses whether or not there Is a lawsuit, Including attorneys' lees and legal expenses for bankruptcy proceedings (and Including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-Judgment collection services. Guarantor also shall pay all court cults and such additional lees as may be directed by the court. Notices. AN notices requited to be given by either party to the other under INS Guaranty shag be in wrifirg, may be sent by lelelseslmbe, and shag be effective when actually dellveted or when deposited with a nationally recognized overnight counter, or when deposited In the United Stales mall, fat class postage prepaid, addressed to the party to whom the notice Is to be given at Ile address shown above or to such other addresses as either party may designate to the other In writing. If then Is more than one Guarantor, notice la any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender Informed at an times of Guarantor's current address. Inlerpretallon. In 0 cases where there Is more than one Borrower or Guarantor, then an words used In this Guaranty In the singular "A be doomed to have been used In the plural where the contest and construction so require; and where there Is more than one Borrower named In this Guaranty or when INS Guaranty Is executed by more then one Guarantor, the words'Borowee and'Guarantce respoctlvely, shag mean AN and any ore or more of them. The words "Guarantor," Burrower,' and'Lender' Include Its help, successors, assigns, and transferees of each of them. Caption headings In this Guaranty are for convenience purposes only and are not to be used to Interpret or donne the provisions of this Guaranty. II a court of competent jurisdiction finds any provision of this Guaranty to be Invalid or unenforceable as to any person or circumstance, such finding shah not rends that provision invalid or unenforceable as lu any omer persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one a more of Borrower or Guarantor arm corporations or partnerships, II Is not necessary lot 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 Indebtedress tried* or created in reliance upon the professed exercise of such powers shah be guaranteed under this Guaranty. Waiver. Lander shell not be deemed to have waived any rights under this Guaranty unless such waiver Is given In writing and signed by Lender. No dWyy a omission on the pad of Lander In exercising any right shoo operate sa a walver of such right or any other right. A waiver by Lender of a provsion oI this Guaranty shall not prejudice or conshtute a waiver of Lander's right otherwise to demand strkl compliance with that provision or any olher provision of [his Guaranty. No prior waiver by Lender, not any course of dealing between Lender and Guarantor, shah 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 Lander Is required under this Guaranty, the granting of such consent by Lender In any Instance shag not constitute continuing consent to subsequent Instances where such consent Is required and In an cases such consent may be granted or withhold In the sole discretion at Lender. 12-•17-1996 COMMERCIAL GUARANTY Pape 3 Loaf' No 601-30001 (Continued) CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (UW) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR $O DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORRY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNRL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS SUCH CONFESSION OF JUDGMENT PRO1 E TO NOTICE OR TO A HEARING IN CONNECRON WITH ANY kTIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON OUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 17,19H. OUA ANTO XVA\ Ulf YI\?/^V(? (SEAL( David 'S. Dardlek X SEAL) et M.Oardick Signs I knowled d and "nee all wit IMM ( LASE R PRO, Rfa V.e. Pal. a T.AI.OII., VM. Ull le) l m CFI PrOawk*r.1m. Allnphlt IOIInrO.;PA•CIO CJ.OrO F&l2s P3.efe OARCOM.LN OI.OVLI DISCLOSURE FOR CONFESSION OF JUDGMENT a Principal Loan,Deta MaturityLoan No- Call, I Collateral Account, ^,, . Officer Initiate ; I 250 .000.001 1 , .12=17-1896 ' ' 601=30001 COMM , . SEC 140703 ; " CW86 References In the shaded area are for Lender's use orgy and do not umll the a licablll of INS document to an snbular loan or item, Borrower: Oarcom Technologies, Inc. Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY 6521 Carlisle Pike, Suite 201 CAMP HILL COMMUNITY OFFICE Mechanicsburg, PA 17065 4231 TRINDLE ROAD CAMP HILL, PA 17011 Guarantor: David S. Dardlck and Janet M. Dardlck 35 Wetherburn Road Engle, PA 17026 `Aiii DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS _L"L DAY OF 1, i, v , te_CLL, A GUARANTY OF A PROMISSORY NOTE FOR $250,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDpMENT A AINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: ?SVI ? S. 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, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT, IN ANY M NN?Q PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: J S ? ?.I,(/J C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS ?? 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. `l i I v) REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. 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. AFFIANT: x,? David S. Dardlck x Ja et M. Dardlck v' ATTEST: (SEAL) 4 1..'L- -( i (SEAL) Secretary or Assistant Secretary ( Corporate Seal ) LASER PRO, Reg. U.S. Pal. A T.M. Of L, Vv. 3,221c11 ssa CFI PraSavk U, 1". All nplrl2 re Served. IPA-00013 22b P3 22b OARCOM.L N C I.OVLI I}'a ?r u s:. t?? EXHIBIT "C" jGpd U THE BUSINESSIMANAGER® AGREEMENT WITH BUSINESSES AND PROFESSIONALS TO: Pennsylvania National Bank & FROM: Darcom Technologies Trust Co. 77 Northeastern Blvd. One Keystone Plaza Nashua, NH 03062 Front & Market Streets Harrisburg, PA 17101 (the "Bank") (the "Business") The Business named above agrees to the following terms according to which, when accepted by the Bank, the Business will receive payment for receivables arising from sales or services to Customers and purchased by the Bank pursuant to the Bank's Businessl Manager plan. SECTION 1: DEFINITIONS 1.1 "Credit Apolication and Agreement" means a Credit Application and Agreement executed by a Customer and any other agreement or documentation that governs the terms and disclosures relating to a Receivable. 1.2 "Credit Memo" means a form reflecting a credit, other than a credit arising from a payment, to a Customer's account with the Business. 1.3 "Customer" means a debtor obligated on one or more Receivables which arose from goods the Business sold or services it rendered to the Customer. 1.4 "Face Amount" of a Receivable means on any date the outstanding balance of such Receivable (after taking Into account, without duplication, all payments, returns, credits, or allowances of any nature at any time issued, owing, granted or outstanding), plus any taxes imposed In connection with such Receivable. 1.5 "Invoice" means an invoice or similar evidence of the terns of a sale of goods or provision of services previously made by the Business to a Customer. 1.8 "Net Amount" of a Receivable means the Face Amount of a Receivable less the Service Charge. 1.7 "Obligations" means all of the Business's obligations to the Bank, whether pursuant to this Agreement, under any note, contract, guaranty, accommodation or otherwise, however and whenever created, arising or evidenced, whether direct or Indirect, absolute or contingent, now or hereafter existing or due. 1.8 "Receivables" means all accounts, Instruments, contract rights, chattel paper, documents, and general Intangibles arising from the Business's sale of goods or rendering of services, and the proceeds thereof, and all security and guaranties therefore, whether now existing or hereafter created, that are accepted by the Bank for purchase hereunder In the Bank's sole and absolute discretion. 1.9 "Recourse Oblioatlon" means the liability of the Business to the Bank under this Agreement in an amount equal on any date to the Face Amount of Receivables on that date, plus attomeys' fees (if incurred) and accrued and unpaid finance charges related to such Receivables. Upon a Default or termination under this Agreement, the Recourse Obligation shall also Include the amount of all Indemnities and other obligations arising under this Agreement. 1.10 "Reserve" means funds of the Business used to provide for the secudng of the Business's Recourse Obligation. "Reserve Account" means the deposit account of the Business containing the Reserve established pursuant to Section 2.5 of this Agreement. 1.11 "Service Charge" means a discount equal to 3.9% of the Face Amount of each Receivable the Business tenders to the Bank that is acquired by the Bank. The Service Charge may be periodically reviewed and adjusted at the Bank's discretion, based on activity levels, credit quality, and current economic conditions. The Business acknowledges that the Service Charge is a discount for value and in no event constitutes Interest or a similar charge and that the transaction contemplated under this Agreement is not a transaction for the use, forbearance or detention of money. The Service Charge is in the view of the parties a reasonable and customary discount. SECTION 2: SALE: PURCHASE PRICE. BILLIN%A-ND COLLECTION, RESERVE 2.1 Asslenment and Sale, The Business hereby assigns and sells to the Bank as absolute owner, with full recourse as set out below, the Business's entire Interest In such of Its currently outstanding Receivables as are described on attached Exhibit 2.1, as well as Its future Receivables represented by Invoices it delivers to the Bank; provided, however, that at no time shall the total Face Amount of Receivables outstanding exceed 5800,000.00 unless agreed to In a written document signed by the Bank. The Business and the Bank agree that the transaction contemplated by this Agreement Is an account purchase transaction and that the accounts are being purchased by the Bank from the Business at a discount. The amount of the Recourse Obligation shall be payable by the Business to the Bank on demand by the Bank following a Default or termination under this Agreement. 2.2 Purchase Price, The purchase price of the Receivables shall be equal to the Net Amount thereof. The Net Amount less the Reserve associated with the Receivables shall be credited to the Business's primary account with the Bank on or before the second banking day after delivery to the Bank of acceptable Invoices. 2.3 Documentation, The Business will provide the Bank with Credit Applications and Agreements, Invoices, and Credit Memos (if applicable) related to all sales and services creating Receivables of Customers, and such other documents and proof of delivery of goods or rendering of services as the Bank may require. As to the Receivables described on Exhibit 2.1, the payment of the purchase price by the Bank as set forth in Section 2.2 hereof shall be conclusive evidence of assignment and sale thereof, and, If the Bank so requires, any Invoices the Business may thereafter send (if any) will clearly Indicate that the related Receivables have been assigned, sold, and are payable to the Bank only. 2.4 Billing, The Bank will send a monthly statement to all Customers itemizing their account activity during the preceding billing period, unless otherwise agreed by the parties. All Customers will be instructed to make payments to a post office box controlled by the Bank. All payments received from or for the account of a Customer will be applied to the obligations of that Customer. Payment will be deemed made when received by the Bank. All variations, modifications or extensions of indebtedness on Receivables sold to the Bank hereunder will be made only by the Bank. Nothing in this Agreement authorizes the Business to collect Receivables sold to the Bank hereunder, but in the event the Business receives a payment related to any Receivable after the Business has sold the Receivable to Bank, such payment shall be deemed to have been received in trust for the Bank and the Business shall deliver such payment to the Bank, properly endorsed, no later than the next banking day after receipt. The Business will pay to the Bank any finance charges Incurred pursuant to the applicable Credit Application and Agreement by a Customer because of delay on the Business's part in delivering payments or Credit Memos to the Bank. 2.5 Reserve, The Bank may retain a portion of the sums payable to the Business, the amount of which the Bank may adjust from time to time in Its reasonable discretion, to provide for satisfaction of the Business's Recourse Obligation. The initial amount of the Reserve will be equal to 10,00% of the Face Amount of all Receivables Initially purchased by the Bank. Thereafter, and subject to the Bank's right to adjust the Reserve as set out above, the amount of the Reserve will be Increased by 10.00% of the Face Amount of all Receivables purchased by the Bank subsequent to its initial purchase of the Receivables. The Reserve will be held In a separate, interest bearing account for the benefit of the Business for as long as the Business has any Recourse Obligation to the Bank and/or as long as there remain any Receivables purchased by the Bank under this Agreement which have not been completely collected. The Business shall not withdraw any portion of the Reserve without the consent of the Bank, and the Reserve shall not be subject to turnover In any Insolvency or bankruptcy proceeding commenced by or against the Business as long as the Business has any Recourse Obligation to the Bank and/or as long as there remain any Receivables purchased by the Bank under this Agreement which have not been completely collected. SECTION 3: REASSIGNMENT OF RECEIVABLES: SECURITY INTEREST 3.1 Repurchase, With respect to any Receivables initially purchased by the Bank and shown on Exhibit 2.1, the Bank may require the Business to repurchase all or any portion of such Receivables if any minimum payment due on one or more of such Receivables remains unpaid following 90 days after its due date. With respect to any Receivables purchased subsequent to the Bank's initial purchase hereunder, the Bank may require the Business to repurchase all or any portion of such Receivables If any minimum payment due on one or more of such Receivables remains unpaid following 90 days after Its due dale. For purposes of this Agreement, the aging status of Receivables purchased from the Business as shown on the aging of Receivables produced or generated by the Bank will be deemed conclusive (absent manifest error) in determining which Receivables the Bank may require the Business to repurchase. Regardless of when purchased, the Bank may require the Business to repurchase all or any portion of Receivables for any particular Customer if such Customer is bankrupt or Insolvent or If any dispute arises with a Customer regarding such Receivables (including, without limitation, any alleged deduction, defense, offset, preference claim or counterclaim thereto). The Bank may also require the Business to repurchase all outstanding Receivables (a) upon a Default, as defined in Section B, or (b) upon the termination of this Agreement. Any decision by the Bank to require the Business to repurchase less than the maximum amount permitted by this Agreement shall not be deemed a waiver of the Bank's rights to require repurchase to the maximum extent permitted by this Agreement. The provisions of this paragraph shall survive the expiration and/or termination of this Agreement. 3.2 Effect of Repurchase. Immediately upon the sending of written notice by the Bank that it Is requiring the Business to repurchase Receivables in accordance with paragraph 3.1, (a) the Business shall be deemed to have repurchased such Receivables, and (b) the Business shall be liable to the Bank for payment of the Recourse Obligation with respect to the repurchased Receivables. Without any further notice or demand, the Bank may setoff and/or debit such amount (and any amount necessary to bring the Reserve to the level required by the Bank in Its sole and reasonable discretion) against the Business's Reserve Account or any other deposit account of the Business with the Bank. In the event such accounts contain Insufficient funds for the Bank's setoff or the Bank elects not to make such setoff, the Business agrees to pay any such deficiency or shortfall on demand. Upon a repurchase of Receivables, the Bank shall have no further Interest in the Receivables or undertaking with respect to the billing or collection of the Receivables so repurchased. The provisions of this paragraph shall survive the expiration and/or termination of this Agreement. 3.3 Security Interest. The Business hereby grants the Bank a security interest and a right of setoff in all of its present and future accounts, instruments, contract rights, chattel paper, documents and general intangibles (in each case as defined in the Uniform Commercial Code as in effect In the State whose law governs this Agreement) and the proceeds thereof, and all returned, repossessed, and reclaimed goods, and related books and records, to secure all of the Business's Obligations, and agrees to execute appropriate UCC•1 financing and other related statements. The Business further sells and assigns the Bank all of the Business's rights as an unpaid vendor or lienor, all of its related rights of stoppage in transit, replevin and reclamation and rights against thin/ parties, and the Business agrees to cooperate with the Bank in exercising these rights. In addition, the Business grants the Bank a security interest and a right of setoff in the Reserve and in the Reserve Account to secure all of the Business's Obligations. The Business agrees to execute such additional documents and take such further action as Bank deems necessary or desirable In order to perfect the security Interests granted herein, to effectuate the sale and assignment of the Receivables, and otherwise to effectuate the purposes of the Agreement. In the event that the Bank requires additional security for the Business's obligations under this Agreement and the Business or other party executes additional security agreements, pledge agreements, guaranties and documents of similar import (collectively, the "Additional Security Documents"), terms used therein such as, but not limited to, "loans,* 'Indebtedness; 'secured obligations,' and "obligations' shall be deemed to Include the Recourse Obligation as defined herein, and notwithstanding the provisions of the Additional Security Documents, the Recourse Obligation secured thereby shall not constitute loans or Indebtedness. o: SECTION 4• REPRESENTATIONS, WARRANTIES AND COVENANTS 4.7 Representations and Warranties. The Business represents and warrants that it is fully authorized to enter Into this Agreement and to perform hereunder, and that this Agreement constitutes its legal, valid and binding obligation; that the Business is solvent and In good standing in the State of its organization; that its Receivables are and that they will be at the time of their creation, bona fide and existing obligations of Customers of the Business arising out of its sales or services, free and clear of all security interests, liens, and claims whatsoever of third parties and that the documentation under which the Receivables are payable authorize the payee thereof to charge, collect and receive interest at the rate provided in such documentation; that all Receivables and all documents and practices related thereto comply with all applicable federal and state laws; that the collateral of the Business In which a security Interest is granted in Section 3.3 hereof or any Additional Security Documents is not subject to any other security Interest, lien or encumbrance whatsoever (except In favor of the Bank), and that the Business will not permit such collateral to become so encumbered without the Bank's prior written consent; and that the Business's Inventory Is not subject to any security Interest, lien or encumbrance whatsoever and that the Business will not permit Its inventory to become so encumbered without the Bank's prior written consent. 4.2 Covenants, The Business covenants that (t) it will allow the Bank to review and Inspect during reasonable business hours, and the Business will supply, financial information and uarantors necessa Business Customer request a and cumeit h relspect to each Receivable as it ari es.(a) the Business will havehmade k's delivery of the goods and/or will have rendered the services represented by the Invoice, and the goods and/or services will have been accepted; (b) the Business will have preserved and will continue to preserve any liens and any rights to liens available by virtue of the sales and/or services; (c) the Customer will not be the Business's affiliate; (d) the Bank's copy of the Invoice will be genuine and will comply with this Agreement; (e) the Business will have no knowledge of any dispute or potential dispute that may Impair the validity of the transaction or the Customers obligation to pay the related Receivable in accordance with its terms; (t) the Business will have the right to render the services and/or to sell the goods creating the Receivable, and will do so In accordance with all applicable laws; (g) the Business will have paid or provided for the payment of all taxes arising from the transaction creating the Receivable; and (h) the Receivable will not be subject to any deduction, offset, defense, or counterclaim. SECTION 6 FORMS AND PROCEDURES: RESPONSIBILITY FOR USE 5.1 0 Sand Procedures. The Business will use only forms, agreements, and advertising materiels supplied or approved by the Bank in connection with the Receivables and will follow all procedures that are satisfactory to the Bank In connection with the use of such forms, agreements, and advertising materials. 5.2 Responsiblllty, The Business will be solely responsible for the adequacy, completeness and accuracy of the raw data and Its preparation In the form required and its transmission to the Bank, and will Indemnify and hold the Bank and Its agents and employees (and anyone else providing processing, billing, or receivables management services) harmless from (and pay all reasonable attorneys' fees with respect to) any claim or liability sustained by virtue of acting In reliance upon data fumished by the Business. The Business understands that the form of credit application and agreement and other documentation the Bank supplies to the Business should be reviewed by the Business's local counsel as the Bank makes no compliance representation or warranty as to with applicable federal and state their laws. The 8 Bank and the Business agree state that the their Bank Is the owner of all Receivables purchased by the Bank hereunder, except for those Receivables the Bank has required the Business to repurchase, and that all activities of the Bank in connection with the collection of Receivables, generation of information, and processing of data, is for the account of the Bank's own affairs; that the information generated In connection therewith Is the property of the Bank; and that the use of computers by the Bank In connection with its activities under this agreement is used to facilitate the performance of services other than "data processing." The Business will Indemnify and hold the Bank and its agents, affiliates and employees (and anyone else providing processing or billing services) harmless from (and pay all fees invol r claim of warrant representation by the 8 sl ess anspect from any loss oroclaim by anyvC u ormerlrele ng to the or Receivables or to goods and/or services (or the manner or type of their sale or provision) giving rise to Receivables purchased by the Bank hereunder. The provisions of this paragraph will survive the termination and/or expiration of this Agreement. SECTION 98 POWER OF ATTORNEY The Business appoints the Bank as Its attorney-In-fad to receive, open, and dispose of all mail addressed to the Business pertaining to Receivables; to endorse the Business's name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment of Receivables that may come Into the Bank's possession, and to deposit or otherwise tolled the same; and to do all other ads and things necessary to carry out the terms of this Agreement. This power, being coupled with an Interest, Is irrevocable while any Receivable shall remain unpaid regardless of the expiration or termination of this Agreement. SECTION 7: APPLICABLE LAW This Agreement shall be governed by, construed and enforced according to the laws of the Commonwealth of Pennsylvania. 8.1 Event of Default. The following events will constitute a default (a 'Default') under the terms of this Agreement: (a) the Business falls to pay the Recourse Obligation or any other payment obligation of the Business under this Agreement on demand or the Business fails to pay any Indebtedness of the Business owed to the Bank pursuant to Its terms; (b) the Business falls to perform any obligation, covenant or liability in connection with this Agreement within ten (10) days after the date that written notice thereof Is given to the Business; (c) any warranty, representation or statement whenever made by the Business In connection with this Agreement proves to be false in any material respect when made, or the Business fails to disclose to the Bank that any such warranty, representation or statement has become untrue in any material respect; (d) dissolution or termination of the Business If the Business Is a corporation, partnership, or other entity, or if the Business Is an individual, the death of such individual; (e) the Business's Insolvency; (Q the assignment for the general benefit of the Business's creditors, the appointment of a receiver or trustee for its assets, the commencement of any proceeding under any bankruptcy or Insolvency laws by or against the Business or any proceeding for the dissolution or liquidation, settlement of claims against or winding up of Its affairs; (g) the termination or withdrawal of any guaranty for the Business's Obligations; (h) the Business fails to pay when due any tax Imposed on It or any tax Ilen Is filed against the Business or any of Its assets; (1) any judgment against the Business remains unpaid, unstayed on appeal, undischarged, unbonded or undis missed for a perlod of thirty (30) days; Q) the Business discontinues Its business as a going concern; or (k) the Bank In good faith deems the prospect of the Business's payment or performance of Its Obligations to have been Impaired. 8.2 Effect of Default. Upon the occurrence of any Default, In addition to any rights the Bank has under this Agreement or applicable law, the Bank may immediately terminate this Agreement, at which time all Obligations the Business owes to the Bank will immediately become due and payable without notice, and the Bank's obligations to the Business hereunder will cease. After the occurrence of a Default, the Bank will have the right to withhold any further payments to the Business, and none of the Bank's rights or collateral will be adversely affected thereby. SECTION 9- NON-LIABILITY OF BANK: RELEASE Except for a breach by the Bank of this Agreement, the Business hereby releases, discharges, and acquits the Bank, its officers, affiliates, directors, employees, participants, successors and assigns from any and all claims, demands, losses, and liability of any nature which the Business ever had, now or hereafter can, shall or may have In connection with or arising out of the transactions contemplated herein or the documentation hereof. In addition to the provisions of this Section and Section 5.2, the Bank shall not be liable for any indirect, special or consequential damages, such as loss of anticipated revenues or other economic loss in connection with or arising out of any default in performance hereunder or other matter arising herefrom. Nor shall the Bank be liable for any errors of judgment or mistake of fad when acting as the Business's attomeyin•fact pursuant to Section B, or liable for delay in the performance of the Bank's duties caused by strike, lawsuit, riot, civil disturbance, fire, shortage of supplies or materials, or any other cause reasonably beyond the Bank's control. The provisions of this paragraph shall survive the expiration and/or termination of this Agreement. SECTION 10 EFFECTIVE DATE' TERMIN6TI0 - BINDING EFFECT This Agreement will be effective when accepted by the Bank, and will continue in full force and effect until the earlier of: (a) one year after the effective date of this Agreement; or (b) sixty (80) days after written notice of termination has been given by one party to the other (in each case subject to immediate termination upon a Default); and the term of this Agreement will automatically be extended for periods of one year each following its otherwise scheduled termination, subject to Section 8.2 above and to the parties' rights to terminate this Agreement under clause (b) of this Section 10. Upon termination of this Agreement, the Business will pay all of Its Obligations to the Bank; and In any event the Business will remain liable to the Bank for any deficiency remaining after liquidation of any collateral; and the Bank may withhold any payment to the Business unless supplied with an indemnity satisfactory to the Bank. This Agreement shall bind the Business and the Business's heirs, executors, successors and assigns and shall Inure to the benefit of the Bank and the Bank's successors and assigns. The Business agrees that the Bank may delegate its duties hereunder, but that the Business may not do so without the Bank's prior written consent. Following termination of this Agreement, any funds remaining in the Reserve Account shall not be disbursed to the Business until the Business has paid all of Its Obligations to the Bank and all Receivables have either been liquidated or repurchased by the Business. SECTION 11: ATTORNEYS FEES; PAST-DUE OBLIGATIONS; WAIVER; SEVERABILITY; HEADINGS; ENTIRE AND CONTROLLING AGREEMENT; NOTICES; COUNTERPARTS The Business will pay all reasonable expenses Incurred by the Bank in connection with the execution of this Agreement, including expenses Incurred in connection with the riling of financing statements, continuation statements and record searches. All past-due obligations of the Business arising under this Agreement shall bear Interest at the maximum nonusudous rate permitted under applicable state or federal law. The Business hereby waives grace, demand (other than demand pursuant to Section 2.1 hereof), presentment for payment, notice of dishonor or default, notice of intent to accelerate, notice of acceleration, protest and notice of protest and diligence in collecting and bringing of suit against the Business. Upon liquidation of any collateral, settlement or prosecution of a dispute with any Customer, or enforcement of any obligation of the Business hereunder, the Business will pay to the Bank, and the Bank may charge to the Business's account, all costs and expenses incurred, including reasonable attorneys' fees, and such costs, expenses and fees shall constitute part of the Business's Obligations. No delay or failure on the Bank's part In exercising any right, privilege, or option hereunder shall operate as a waiver of such or of any other right, privilege, or option, and no waiver, amendment or modification of any provision of this Agreement shall be valid unless in writing signed by the Bank, and then only to the extent therein stated; the Bank does, however, have the right to amend this Agreement upon thirty (30) days written notice to the Business. Should any provision of this Agreement be prohibited by or invalid under applicable law, the validity of the remaining provisions shall not be affected. The headings herein are for convenience only, and shall not define or limit the scope, extent, meaning or Intent of this Agreement. This Agreement embodies the Business's entire agreement as to its affiliation with the Bank's BusinesslManager program, although the Business anticipates that the Bank will subsequently outline certain depository and billing procedures. In the event of any Inconsistency between this Agreement and any other agreement signed by the Business and the Bank in connection with this Agreement, including without limitation, any Additional Security Documents, the terms and provisions of this Agreement shall control and the terms and provisions of any such other document shall be ineffective to the extent of any such Inconsistency. Any notice, request or demand to be given hereunder will be deemed to be given when deposited with a delivery service addressed to, or sent by registered or certified mail to, the address of the recipient listed at the beginning of this Agreement. This Agreement may be executed in multiple counterparts, which when taken together shall constitute one and the same Agreement. SECTION 12• SPECIAL STIPUL61IONS A Commercial Security Agreement Covering All Business Assets. The Personal Guarantees of D. Scott Dardick, Steven M. Dardick and Thomas M. Dardlck. BUSINESS: By: D. Scott Darolck Title: President ACCEPTANCE: This Agreement is accepted this (?Mday of i ti 1 W. BANK: PENNSYLVANIA NATIONAL BANK & TRUST CO. By: atlas M. Wesson Title: Assistant Vice President © Copyright 1995 by Private Business, Inc. All Rights Reserved. BuslnessiManagere is a registered trademark of Private Business, Inc. 0895,PBI BUSINESS LOAN AGREEMENT Principal . 900000.00 Loan Date 11-13-1997 Maturity Loan No 801-30016 Cell BMGR Collateral SEC Account 1407,03 Officer CW66 Initials References In the shaded area are for Landers use only and do not limit the applicability of this document to an articular tan or Item. Borrower: Darcom Technologies, Inc. Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY 77 Northeastern Boulevard CAMP HILL COMMUNITY OFFICE Nashua, NH 03062 1231 TRINDLE ROAD CAMP HILL, PA 17011 THIS BUSINESS LOAN AGREEMENT between Darcom Technologies, Inc. ("Borrower") and PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY ("Lender") Is made and executed on the following terms and conditions. Borrower has received prior commercial bens from Lender or has applied to Lender for a commercial loan or loans and other gnenclal accommodations, Including those which may be described on any exhibit or schedule attached to this Agreement. All such loans and financial accommodations, together with all future loans and financial accommodations from Lender to Borrower, are referred to In this Agreement Individually as the "Loan" and collectively se the "Loans." Borrower understands and agrees that: (a) In granting, renewing, or extending any Loan, Lender Is relying upon Borrower's representations, warranties, and agreements, as set forth In this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all times shelf be subject to Lender's sole judgment and discretion; and (c) all such Loans shall be and shall remain subject to the following terms and conditions of this Agreement. TERM. This Agreement shall be effective as of November 19, 1997, and shall continue Ihereaaer until all Indebtedness of Borrower to Lender has been performed In full and the parties terminate this Agreement In writing. DEFINITIONS. The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined In this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. AN references to dollar amounts shall mean amounts In lawful money of the Untied States of America. Agreement. The word'Agreemenr means this Business Lan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Lan Agreement from time to time. Borrower. The word 'Borrower' means Darcom Technologies, Inc.. The word 'Borrower' also Includes, as applicable, all subsidiaries and affiliates of Borrower as provided below In the paragraph titled "Subsidiaries and Affiliates' CERCLA. The word'CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1950, as amended. Collateral. The word'Coiiaio(ar means and Includes without limitation all property and assets granted as collateral security for a Lan, whether real or personal property, whether granted directly or Indirectly, whether granted now or In the future, and whether granted In the form of a security Interest, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lion, equipment trust, conditional sale, bust receipt, limn, charge, lien or title retention contract, lease or consignment Intended as a security device, or any other security or lien interest whatsoever, whether vested by law, contract, or otherwise. ERISA. The word'ERISA" mans the Employee Retirement Income Security Act of 1971, as amended. Event of Default. The words 'Event of Deraulr man and include without Ilmitabon any of the Events of Default set forth below In the section filled 'EVENTS OF DEFAULT.' Grantor. The word 'Grantor' mans and includes without limitation each and all of the persons or entities granting a Security Interest In any Collateral for the Indebtedness, Including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guaranto' means and Includes without limitation each and all of the guarantors, sureties, and accommodation parties In connection with any Indebtedness. Indebtedness. The word 'Indebtedness" means and includes without limitation all Loans, together with all other obligations, debts and liabilities of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, or any one or more of them; whether now or hereafter existing, voluntary or involuntary, due or not doe, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable Individually or jointly with others; whether Borrower may be obligated as a guarantor, surety, or otherwise; whether recovery upon such Indebtedness may be or hereafter may become barred by any statute of limitations; and whether such Indebtedness may be or hereafter may become otherwise unenforceable. Lender. The word "Lender" meant PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY, its successors and assigns. Loan. The word tan' or 'Loans" means and Includes without limitation any and all commercial loans and financial accommodations from Lender to Borrower, whether now or hereafter existing, and however evidenced, Including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word *Note* means and Includes without limitation Borrower's promissory note or notes, if any, evidencing Borrower's Lan obligations In favor of Lender, as well as any substitute, replacement or refinancing note or notes therefor. Permitted Liens. The words "Permitted Limns' mean: (a) liens and security Interests securing Indebtedness owed by Borrower to Lender; (b) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (c) lions of matonalmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (d) purchase money liens or purchase money security Interests upon or In any property acquired or held by Borrower in The ordinary course of business to secure Indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (e) liens and security Interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender In writing; and (f) those limns and security interests which in the aggregate constifute an immaterial and Insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. The words "Rotated Documents" moan and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Security Agreement. The words "Security Agreement- man and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether crated by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words 'Security Interest- mean and include without limitation any type of collateral security, whether In the form of a hen, charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, Oust receipt, limn or title retention contract, lease or consignment intended as a security device, or any other security or lien Interest whatsoever, whether created by law, contract, or otherwise. SARA. The word'SAf7A' means the Superfund Amendments and Reauthorization Act of 1958 as now or hereafter amended CONDITIONS PRECEDENT TO EACH ADVANCE, lender's obligation to make the initial Lan Advance and each subsequent Loan Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender In form Satisfactory to Lender the following documents for the Loan: (a) the Note, (b) Security Agreements granting to Lender security Interests In the Collateral, (c) Financing Statements perfecting Lender's Security Interests; (d) evidence of Insurance as requited below; and (e) any other documents required under this Agreement or by Lender or its counsel, including without limitation any guaranties described below. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duty authorizing the execution and delivery of this Agreement, the Note and the Related Documents, and such other authorizations and other documents and instruments as Lender or its counsel, In their sole discretion, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all lees, charges, and other expenses which are then doe and payable ss specified In this Agreement or any Related Document. Representations and Warranties. The representations and warranties set faith In this Agreement, in the Related Documents, and In any document or artificals delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any advance a condition which would constitute an Event of Default under this Agreement. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of Lan proceeds, as of the data of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: 11-13-1997 BUSINESS LOAN AGREEMENT Page 2 Loan No 801-30015 (Continued) Organization. Borrower is a corporation which Is duly organized, validly existing, and In good standing under the laws of the State of New Hampshire and Is validly existing and In good standing In all stales in which Borrower is doing business. Borrower has the lull power and authority to own Its properties and to transact the businesses In which It Is presently engaged or presently proposes to engage. Borrower also Is duly qualified as a foreign corporation and is In good standing in all states In which the failure to so quality would have a material adverse effect on Its businesses or financial condition. Authorization. The execution, delivery, and performance of this Agreement and all Related Documents by Borrower, to the extent to be executed, delivered or performed by Borrower, have been duly authorized by all necessary ectlon by Borrower; do not require the consent or approval of any other person, regulatory authority or governmental body; and do not conflict with, result In a violation of, or constitute a default under (a) any provision of Its articles of Incorporation or organization, or bylaws, or any agreement or other Instrument binding upon Borrower or (b) any law, governmental regulation, court decree, or order applicable to Borrower. Financial Information. Each financial statement of Borrower supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change In Borrower's financial condition subsequent to the data of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed In such financial statements. Legal Effecl. This Agreement constitutes, and any Instrument or agreement required hereunder to be given by Borrower when delivered will constitute, legal, valid and binding obligations of Borrower enforceable against Borrower In accordance with their respective terms. Propenles. Except as contemplated by this Agreement or as previously disclosed In Borrower's financial statements or In writing to Lender and as accepted by Lender, and except for property lac liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. Atl of Borrowers properties are filled in Borrower's legal name, and Borrower has not used, or filed a financing statement under, any other name for at least the last five (5) years. Hazardous Substances. The forms "hazardous waste; "hazardous substance; "disposal; "release; and threatened release," as used In INS Agreement, shall have the same meanings as set forth in the "CERCLA; "SARA," the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at sec., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, of seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. Except as disclosed to and acknowledged by Lender In writing, Borrower represents and warrants that: (a) During the period of Borrower's ownership of the properties, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, about or from any of the properties. (b) Borrower has no knowledge of, or reason to believe that there has been (I) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the properties by any prior owners or occupants of any of the properties, or (it) any actual or threatened litigation or claims of any kind by any person relating to such matters. (c) Neither Borrower nor any tenanl, contractor, agent or other authorized user of any of the properties shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from any of the properties; and any such activity shall be conducted In compliance with all applicable federal, state, and local laws, regulations, and ordinances, Including without limitation those laws, regulations and ordinances described above. Borrower authorizes Lender and its agents to enter upon the properties to make such Inspection and tests as Lender may deem appropriate to determine compliance of the properties with this section of the Agreement. Any Inspections or testa made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrowers due diligence In Investigating the properties for hazardous waste and hazardous substances. Borrower hereby (a) releases and waives any future claims against Lender for Indemnity or contribution In the event Borrower becomes liable for cleanup or other costs under any such laws, and (b) agrees to Indemnity and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or Indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Borrower's ownership or Interest in the properties, whether or not the same was or should have been known to Borrower. The provisions of this section of the Agreement, Including the obligation to Indemnity, shall survive the payment of the Indebtedness and the termination or expiration of this Agreement and shall not be affected by Lenders acquisition of any interest In any of the properties, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, Investigation, administrative proceeding or similar action (Including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all tax returns and reports of Borrower that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid In lull, except those presently being or to be contested by Borrower In good faith In the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender In writing, Borrower has not entered Into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or Indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may In any way be superior to Lender's Security Interests and rights In and to such Collateral. Binding Effecl. This Agreement, the Note, all Security Agreements directly or indirectly securing repayment of Borrower's Loan and Note and all of the Related Documents are binding upon Borrower as well as upon Borrower's successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. Commercial Purposes. Borrower Intends to use the Loan proceeds solely for business or commercial related purposes. Employee Benefit Plans. Each employee benefit plan as to which Borrower may have any liability complies In all material respects with an applicable requirements of law and regulations, and (I) no Reportable Event nor Prohibited Transaction (as defined in ERISA) has occurred with respect to any such plan, (it) Borrower has not withdrawn from any such plan or initiated steps to do so, (lit) no steps have been taken to terminate any such plan, and (iv) there are no unfunded liabilities other than those previously disclosed to Lender in writing. Location of Borrower's Offices and Records. Borrower's place of business, or Borrower's Chief executive office, If Borrower has more than one place of business, Is located at 77 Northeastern Boulevard, Nashua, NH 03062. Unless Borrower has designated otherwise In writing [his location Is also the office or offices where Borrower keeps its records concerning the Collateral. Information. All Information heretofore or contemporaneously herewith furnished by Borrower to Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all Information 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 Is dated or certified; and none of such information Is or will be incomplete by omitting to stale any material fact necessary to make such Information not misleading. Survival of Representations and Warranties. Borrower understands and agrees that Lender, without independent investigation, is relying upon the above representations and warranties In extending Loan Advances to Borrower. Borrower further agrees that the foregoing representations and warranties shall be continuing In nature and shall remain In full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur, AFFIRMATIVE COVENANTS. Borrower covenants and agrws with Lender that, while this Agreement is in affect, Borrower will: Litigation. Promptly Inform Lender in writing of (a) all material adverse changes in Borrower's financial condition, and (b) all existing and as threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain Its books and records In accordance with generally accepted accounting principles, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Additional Information. Furnish such additional information and statements, lists of assets and liabilities, agings of receivables and payable, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to Borrower's financial condition and business operations as Lender may request from time to time. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect Io Borrower's properties and operations, in form, amounts, coverages and with insurance companies reasonably acceptable 10 Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates Of insurance In form satisfactory to Lender, Including stipulations that coverages will not be cancelled or diminished without at least ton (10) days' prior written notice to Lender. Each Insurance policy also shall Include an endorsement providing that coverage in favor of Lender will not be impaired In any way by any act, omission or default of Borrower a any other person. In connection with all policies covering assets In which Lender holds or is offered a security interest lot the Loans, Borrower will provide Lender with such loss payable or other endorsements as Lender may requite. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, Including without limitation the following: (a) the name of the insurer; (b) the risks Insured; (0) the amount of the policy; (d) the properties insured; (e) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and p) the expiration data of the policy. In addition, upon request of Lender (however not more often than annually), 11-13-1997 BUSINESS LOAN AGREEMENT Page 3 Loan No 801-30015 (Conllnued) Borrower will have an Independent appraiser satisfactory to Lander determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Guaranties. Prior to diubursement of any Loan proceeds, furnish executed guaranties of the Loans In favor of Lender, executed by the guarantors named below, on Lender's forms, and in the amounts and under the conditions spelled out In those guaranties. Guarantors Amounts D. Scott Dardlck $60.000.00 Steven M. Dardlck t60o,000.00 Thomas M. Dardick s60o,000.00 Other Agreements. Comply with all terms and conditions at all other agreements, whether now or hereafter existing, between Borrower and any other party and nolity Lander Immediately In writing of any default In connection with any other such agreements. Loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by lender In writing. Taxes, Charges and Liens. Pay and discharge when due all of Its Indebtedness and obligations, Including without limitation all assessments, Was, governmental charges, levies and hens, of every kind and nature, Imposed upon Borrower or Its properties, Income, or profits, prior to the date on which penalties would attach, and all lawful claims that, If unpaid, might become a lien or charge upon any of Borrower's properties, Income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, hen or claim to long as (a) the legality of the same shall be contested In good faith by appropriate proceedings, and (b) Borrower shall have established on Its books adequate reserves with respect to such contested assessment, tax, charge, levy, hen, or claim In accordance with generally accepted accounting practices. Borrower, upon demand of Lender, wil; furnish to Lender evidence of payment of the assessments, taxes, charges, levies, hens and claims and will authorize the appropriate governmental omcial to deliver to Lender at any time a written statement of any assessments. taxes, charges, levies, lions and claims against Borrower's properties, Income, or profits. Performance. Perform and comply with all terms, conditions, and provisions set forth in this Agreement and In the Related Documents In a timely manner, and promptly notify Lander If Bort ower learns of the occurrence of any event which constitutes an Event of Default under this Agreement or under any of the Related Documents. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change In executive and management personnel; conduct Its business affairs in a reasonable and prudent manner and In compliance with all applicable federal, state and municipal laws, ordinances, rules and regulations respecting Its properties, charters, businesses and operations, Including without limitation, compliance with the Americans With Disabilities Act and with all minimum funding standards and other requirements of ERISA and other laws applicable to Bon owees employee benefit plans. Inspection. Permit employees or agents of Lender at any reasonable time to Inspect any and all Collateral for the Lan or Loans and Borrower's other properties and to examine or audit Borrowers books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now ar at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) In the possession of a third party, Borrower, upon request of Lander, shall notify such party to permit Lender hoe access to such records at all reasonable times and to provide Lander with copies of any records it may (squeal, all al Borrowers expense. Compliance Cerllaals. Unless waived In writing by Lender, provide Lender at least annually and al the time of each disbursement of Lan proceeds with a certificate executed by Borrowers chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties sal forth In this Agreement are hue and correct as of the dale of the certifiala and further codifying that, as of the date of the adificale, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply In all respects with all environmental protection federal, stale and local laws, statutes, regulations and ordinances; not cause or permit to exist, as a result of an intentional or unintentional action or omission on its part or on the pad of any third party, on property owned andlor occupied by Borrower, any enWonmental activity where damage may result to the environment, unless such environmental activity is pursuant to and In compliance with the conditions of a permit issued by the appropriate federal, stale or local governmental authorities; shall furnish to Lender promptly and In any event within thirty (30) days after receipt thereof a copy of any notice, summons, lion. citation, directive, letter or other communication from any governmental agency or Instrumentality concerning any Intentional or unintentional action or omission on Borrowers part In connection with any environmental activity whether or not there Is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, financing statements, Instruments, documents and other agreements as Lender or Its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement Is In effect, Borrower shall not, without the prior written consent of Lender. Indebtedness and Liens. (a) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, Incur or assume Indebtedness for borrowed money, Including capital leases, (b) except as allowed as a Permitted Lion, sea, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. (a) Engage In any business activities substantially different than those in which Borrower is presently engaged, (b) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change ownership, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, (c) pay any dividends on Borrower's stock (other than dividends payable in its Block), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and Is continuing or would result from the payment of dividends, If Borrower Is a'Subehapter S Corporation' (as defined In the Internal Revenue Code of 1088, as amended), Borrower may pay cash dividends on Its stock to Its shareholders from lime to time In amounts necessary to enable the shareholders to pay Income taxes and make estimated Income lax payments to satisfy their liabilities under federal and state law which arise Sol* from lieu status as Shareholders of a Subchaplor S Corporation beaus of their ownership of shares of stock of Borrower, or (d) purchase at refire any of Bonowers outstanding shares or alter or amend Borrower's capital structure. Loans, Acquisitions and Guaranties. (a) Lan, Invest In or advance money or assets, (b) purchase, create or acquire any Interest in any other enterprise or entity, or (c) Incur any obligation as surety or guarantor other than in the ordinary course of business. CESSATION OF ADVANCES. II Lender has made any commitment to make any Lan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Lan Advances or to disburse Loan proceeds II: (a) Borrower or any Guarantor is In defaut under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lander; (b) Borrower or any Guarantor becomes insolvent, files a petition In bankruptcy or similar proceedings, or Is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Lan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantors guaranty at the Loan or any other loan with Lender; of (a) Lender In good faith dooms itself insecure, even though no Event of Default shaft have occunvd. COVENANTS. Borrower will maintain quarterly financial statements. Borrower will provide monthly accounts payable aging. RIGf1T OF SETOFF. Borrower grants to Lander a contractual possessory security mleresl in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and Interest In and to, Borrower's accounts with Lander (whether checking, savings, or Some other account), Including without limtation all accounts held jointly with someone else and all accounts Borrower may open In the future, excluding however all IRA and Keogh accounts, and an trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Default on Indebtedness. Failure of Borrower to make any payment when due on the Loans. Other Defaults. Failure of Borrower or any Grantor to comply with or to perform when due any other farm, obligation, covenant or condition contained In thin Agreement or In any of the Related Documents, or failure of Borrower to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default In Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, socurity agreement, purchase or sates agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Of on behalf of Borrower on any Grantor under this 11-13-1997 BUSINESS LOAN AGREEMENT Pape 4 Loan No 801-30015 (Continued) Agreement or the Related Documents is false or misleading In any material respect at the time made or furnished, or becomes false or misleading at any time thereafter. Defective Collataralizatlon. This Agreement or any of the Rotated Documents ceases to be In full force and effect (Including failure of any Security Agreement to create a valid and perfected Security Interest) at any time and for any reason. Insolvency. The dissolution or termination of Borrower's existence as a going business, the Insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower, any creditor of any Grantor against any collateral securing the Indebtedness, or by any governmental agency. This includes a garnishment, attachment, or levy on or of any of Borrower's deposit accounts with Lander. However, this Event of Default shall not apply If there is a good faith dispute by Borrower or Grantor, as the case may be, as to the validity or reasonableness of the claim which Is the basis of the creditor or forfeiture proceeding, and 11 Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and furnishes reserves or a surety bond for the creditor or forfeiture proceeding satisfactory to Lender. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor des or becomes Incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Lender, at Its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing to, cure the Event of Default. Change In Ownership. Any change In ownership of twenty-five percent (25X) or more of the common stock of Borrower. Adverse Change. A material adverse charge occurs In Borrower's financial condition, or Lender believes the prospect of payment or Performance of the Indebtedness Is Impaired. Insecurity. Lander, In good faith, deems Itself Insecure. Right to Cure. If any default, other than a Default on Indebtedness, Is curable and If Borrower or Grantor, as the use may be, has not been given a notice of a similar defaun within the preceding twelve (12) months, it may be cured (and no Event of Default will have occurred) if Borrower or Grantor, as the case may be, alter receiving written ticks from Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) If the curs requires more than fifteen (15) days, Immediately Initiates steps which Lender dams In Lenders sole dwation to be sumelent to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical, EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, ad commitments and obligations of Lender under INs Agreement or the Related Documents or any other agreement Immediately will terminate (Including any obligation to make Lan Advances or disbursements), and, at Lender's option, an Indebtedness Immediately will become due and payable, all without nonce of any kind to Borrower, except that in the case of an Event of Default of the type described In the 'Infolventgy' subsection above, such acceleration shall be automatic and not optional. In addition, Lander shall have all the rights and remedies provided In the Related Documents or available at law, In equity, or otherwise. Except as may be prohibited by applicable law, an of Lenders rights and remedies shad be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shag not exclude pursuit W any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise Its rights and remodies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pad of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire undesslanding and agreement of the parties as to the matters set forth In this Agreement. No alteration of or amendment to this Agreement shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Agreement has been delivered to Lander and accepted by Lender In the Commonwealth of Pennsylvania. 11 there Is a lawsuit, Borrower agrees upon Lander's request to submit to the jurisdiction of the courts of CUMBERLAND County, the Commonwealth of Pennsylvania. This Agreement shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to Interpret or define The provisions of this Agreement. Multiple Parties; Corporate Authority. Ali obligations of Borrower under this Agreement shag be joint and several and all references to Borrower shall mean each and every Borrower. This means that each of the persons signing below Is responsible la all obligations In this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation Interests in the Loans to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any Limitation whatsoever, to any one or more purchasers, or potential purchasers, any Information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy it may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests. as well as an notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such Interests in The Loans and wig have ati the rights granted under the participation agreement or agreements governing the ale of such participation Interests. Borrower further waives erg rights of offset or counterclaim that II may have now or later against lender or agalnsl any purchaser of such a participation Iri and unconsfinonany, agrees that either Lender or such purchaser may enforce Borrowers obligation under the Loans Irrespective of the lasure a Insolvency of any holder of any Interest In the Loans. Borrower further agrees that the purchaser of any such participation interests may enforce its Interests irrespective of any personal claims or defenses that Borrower may have against Lender. Costa and Expenses. Borrower agrees to pay upon demand all of Lender's expenses, Including without limitation attorney' foes, incurred in connection with the preparation, execution, enforcement, modification and collection of this Agreement or In connection with the Loans made pursuant to this Agreement. Lender may pay someone else to help collect the Loans and to enforce this Agreement, and Borrower will pay that amount. This Includes, subject to any limits under applicable law. Lender's attorney' fees and Lender's legal expenses, whether or not there Is a lawsuit, Including attorney' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Borrower also will pay any court costs, in addition to all other sums provided by law. Notices. An notices required to be given under this Agreement shall be given in writing, may be sent by telefacslmile (unless otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courter Of deposited In the Umtad States mail, first class, postage prepaid, addressed to the party to whom the notice Is to be given at the address shown above. Any party may charge its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice Is to change the party's address. To the extent permitted by applicable law, if there is more than one Borrower, notice to any Borrower will constitute notice to all Bortowers. For notice purposes. Borrower will keep Lander Informed at all limes of Borrower's current addrass(es) Severabillty. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceablo as to any pursuit us citcumstanco, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be doomed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement In erg other respects shag remain vatitl and enforceable. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word 'Borrower' as used herein shall include an subsidiaries and aMliales of Borrower. Notiv thslanding the foregoing however, under no ci(CUrr es shall this Agreement be construed to require Lander to make any Loan or other financial accommodation to any subsidiary or affiliate of Borrower. Successors and Assigns. All covenants and agreements Contained by or on behalf of Borrower shag bind its successors and assigns and shall Inure to the benefit of Lender, its successors and assigns. Borrower shag not, however, have the right to assign its rights under this Agreement or any Interest therein, without the prior written consent of Lender. Survival. All warranties, representations, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to lender under this Agreement shall be considered to have been raised upon by Lender and will survive the making of the Loan and delivery to Lender of the Related Documents, regardless of any Investigation made by Lander or on Lender's behalf. Time Ia of the Essence. Time is of the essence In the performance of this Agreement. Waiver. Lander shall not be deemed to have waived any rights under this Agreement 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 Console as ¦ waiver of such right a any other fight. A waiver by Londe( of a provision of this Agreement shall not prejudice or constitute a waiver of Lendoi s fight otherwise to demand strict compliance with that provision or any other provision of this Agreemenl. No prior waiver by Lender, nor any course of dealing between tender and Borrower, on between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any obligations of Borrower or of any Grantor as to any t 11-13-1997 Loan No 801-30016 BUSINESS LOAN AGREEMENT Pape 6 (Continued) future transactions. Whenww the consent of Lander Is required under this Agrsement, the Wanting of such consent by Lander In any Instance shall not constitute continuing consent In subsequent Instanoss when such consent Is required, and In aI cases such consent may be granted or vAthheld In the sole discretion of Lender. - BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS 13USINESS LOAN AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT 18 DATED AS OF NOVEMBER 13, 1997. THIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. BORROWER: Dwcom Tech ee In/co \\ ,1 ? y ?r? ?! ?L- a_ -(SEAL) B1" D. Scott President Lrl (am) LENDERt PUNS ? NATIONAL BANK AND TRUST COMPANY ?I' Ad lhoAZed LASER FTIO,rile.U.a.hLa T.M.01f.,VFr.34110) 1MT CFl RoeUVter. Im. Adrlehtgrt$ Yrd.IPA•Crd DARCOMTE.LNC1.OVL1 rr?r....-wy xEt r s.=? .a. t' rf? y%t:C •*r, EXHIBIT 111)" norrower: Darcom Technologies, Inc. 77 Northeastern Boulevard Nashua, NH 03067 Account . 140703 AQIDer CW85 , Inftlele nt to any particular loan or Item. Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY CAMP HILL COMMUNITY OFFICE 1731 TRINDLE ROAD Guarantor: D. Scott Dardlck CAMP MILL, PA 17011 36 Walherburn Road Enols, PA 17076 AMOUNT OF GUARANTY, This Is a guaranty of payment of the Nola, Including without limitation the principal Note amount of Six Hundred Thousand 6 00/100 Dollars (Sbeo,ooo.oo). GUARANTY. For good and valuable consideration, D. Scott Dardlck ("Guarantor") absolutely and unconditionally guarantees and promises to pay 10 PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY ("Lender") or Ila order, on demand, In legal tender of the United States of America, the Indebtedness (as that term Is dannd below) of Darcom Technologies, Inc. ("Borrower") to Lender on the terms and conditions sat forth In this Guaranty. DEFINITIONS. The following words shall have the following meanings when used In this Guaranty: Borrower. The word 'Borrower" means Darcom Technologies, Inc.. Guarantor. The word *Guarantee means D. Scott Oardick. Guaranty. The word -Guaranty' means this Guaranty made by Guarantor for the benefit or Lender dated November 13, 1997. Indebtedness. The word 'Indebtedness' means the Note, Including (a) all principal, (b) all Interest, (c) all late charges, (d) all loan fees and loan charges, and (e) all collection costs and expenses totaling to the Note or to any collateral for the Nola. Collection cats and expenses Include without limitation all of Lender's attorneys' fees and Lender's legal expenses, whether or not suit Is Instituted, and attorneys' fen and legal expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay or Injunction), appals, and any anticipated posHudgment collection services. Lender. The word'Lender' means PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY, Its successors and assigns. Note. The word "Note means the promissory note or credit agreement dated November 13, 1997, In the original principal amount of $60(1,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Notice to Guarantor: The Note evidences a revolving line of credit from Lender to Borrower. Related Documents. The words 'Related Documents" man and Include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, dads of trust, and all other Instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one 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 Guaranty. The above Iimilaflon on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either In the aggregate or at any one time. 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 Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty and any such other unlarminated guaranties. NATURE OF GUARANTY. Guarantor Intends to guarantee at all limes the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness within the limits set forth In the preceding section of this Guaranty. This Guaranty covers s revolving line of credit and guarantor understands and agrees that this guarantee shall be open and continuous until the line of credit Is terminated and the Indebtedness Is paid In full, a provided below. 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 ban 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 any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This Guaranty covers a revolving line of credit and 11 Is specifically anticipated that fluctuations will occur In the aggregate amount of Indebtedness owing from Borrower to Lender. Guarantor specifically acknowledges and agrees that fluctuations In the amount of Indebtedness, even to zero dollars (S 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shell terminate only upon (a) termination In writing by Borrower and Lender of the line of credit, (b) payment of the Indebtedness In full In legal tender, and (c) payment In full in legal tender of all other obligations of Guarantor under Ohio 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 gods 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 farms of the Indebtedness or any part of the Indebtedness, Including Increases and decreases of the rate of Interest on the Indebtedness; extensions may be repealed and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release, substitute, agree not to we, or dealwith any one 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 Indabtedness; (p to apply such Security and direct the order or manner of We 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) io $ll, transfer, assign, or grant participations In all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations on agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty is executed aI Borrower's request and not at the request of Lender; (c) Guarantor has full power, tight 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 Guaranty and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and wai not, wnhoui uin prior wrdtdn cunsenl of Lender, sell, lase, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially as 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 boon, and all future financial Information which will be provided to Lender is and will be true and correct in all malarial respects and fairly present the 6ancial condition of Guarantor as of the dales the financial information is provided; (g) no material Guarantor's financial condition since the dale of the most recent financial statements prvided to Lender and no event shasaoccurried whichemay those for u paid taxes) against Guarantor financial Is p nding or threatened; litigation, has made no repr administrative esente ion o Gua(antora s or similar to the creditworthiness of Illttt Borrower; and q) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately Informed from such means of any facts, events, or circumstances which might In any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or docPments 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 pad 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; (e) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed dually against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any othor person; (a) to give notice of the terms, time, and place of any public or private ale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (I) 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. COMMERCIAL GUARANTY 11-13-1997 COMMERCIAL GUARANTY Page 2 Loan No 801-30015 (Continued) If now or hereafter (a) Borrower shall be or become Insolvent, and (b) the Indebtedness shall not at all limes until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes In favor of Lender and Borrower, and that( respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogahon or otherwise, so that at no time shall Guarantor be or become a'creditor" of Borrower within the meaning of I1 U.S.C. section 647(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) anyone action' of "anti-descioncy' law or any other law which may prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or attar Lender's commencement or completion of any loreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full In legal lender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified Impalement of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor Is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or In equity other than actual payment and performance of the Indebtedness. If payment Is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Is forced to remil the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any lderal or state bankruptcy law or taw for the relief of debtors, the Indebtedness shag 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 Ouarentor, 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 fun knowledge of Its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. 11 any such waiver Is determined to be contrary to any applicable law or public policy, such waiver shag be effective only to the extent permitted by taw or public policy. LENDER'S RIGHT OF SETOFF. In addition to all hens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by taw, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual possessory security Interest In and a fight of setoff against, and Guarantor hereby assigns, convoys, delivers, pledges, and bansfors to Lender all of Guarantor's right, title and Interest In and to, an 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 hold jointly with someone else, or whether held for safekeeping or otherwise, excluding however as 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 stun be deemed to have been waived by any ad or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security Interest or by any delay In so doing. Every right of setoff and security Interest shall continue In full force and offset 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 D®TS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shag 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 lot the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the Balms of both Lender and Guarantor shall be paid to Lender and shag 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 acquits 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 lender of the Indebtedness. It Lender to requests, any notes or credit agreements now or hereafter "dancing any debts or obligations of Borrower to Guarantor shag be marked with a legend that the Sarno are subject to this Guaranty and shall be d0wed to Lander. Guarantor agrees, and Lender hereby Is authorized, in the name of Guarantor, from lime to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enlace Its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters wt forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has boon 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 juitsi ictlon of the courts of CUMBERLAND County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. Atlorneye' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, Incurred In connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses Include Lender's attorneys' fees and legal expenses whether or not there Is a lawsuit, Including attorneys' fees and legal expenses for bankruptcy proceedings (and Including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shag pay all court costs ¦nd such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimlle (unless otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited In the United States mall, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. 11 there Is more than one Guarantor, notice to any Guarantor will constitute notice to an Guarantors. For notice purposes, Guarantor agrees to keep Lender Informed at all times of Guarantor's current address. Interpretation. In fig cases where there is more than one Borrower or Guarantor, then as words used in this Guaranty In the singular shag 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'Bonowee and 'Guarantor" respectively shag mean all and any one or more of them. The words 'Guarantor," 'Borrower; and 'Lender Include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or donne the provisions of INS Guaranty. 11 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 ell provisions of this Guaranty in all other respects shall remain valid and enforceable. II any one or more of Borrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powais of DorroHuw or Guawr.lu, or of ho nrfyrm. d-riwfora, norlmrs, or agents acting or purporting to act on their behall, and any Indebtedness made or created in reliance upon the professed exercise of such powers shag be guaranteed under this Guaranty. Waiver. Lander 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 of omission an the put 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 shag not prejudice or constitute a waiver of Lender's right otherwise to demand Sind 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, shalt constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent Instances where such consent is required and In fig cases such consent may be granted or withheld in the sole discretion of Lander. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($1500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY 18 DATED NOVEMBER 10, 1111117. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GUARANTOR; / X /0 _(SEAL) 0. Scott DWdlek 11-13-1997 Loan No 901-30015 COMMERCIAL GUARANTY (Continued) Pepe 3 LASER PRO, Rf9. U.& P&t. / T.M. Ott., VM. 3.14lo) t0A CH PrGewKU. IM, III r101Ito mM od. IPA-E 20 DARCOUTIN CI.OVL I DISCLOSURE FOR CONFESSION OF JUDGMENT I Principal: - 3800000.00 Loan Date 11-13=1997 Maturity : Loan No 801-30016 Cell BMGR Collateral SEC Account 140703 Officer CW85 Initlale References In the shaded area are for Lender's use only and do not limit the applicability of this document to an articular loan or Item. Borrower: Darcom Technologies, Inc. Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY 77 Northeastern Boulevard CAMP HILL COMMUNITY OFFICE Nashua, NH 03062 1231 TRINDLE ROAD CAMP HILL, PA 17011 Guarantor: D. Scott Damldc 36 Watherbum Road Enola, PA 17026 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS IYil?' DAY OF Ain /. 4aaea. 19cf7-, A GUARANTY OF A PROMISSORY NOTE FOR 6600,OOO.OO OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: W-. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. INITIALS: ?,sQ_. 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 __4jA -- 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. ,.Ql 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 510,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. AFFIANT: X ? (SEAL) 6. Scott Dardlek LASER PRO. R19 US , PAI. a T.M. Off.. VAr.3 24(e 11997 CFI Pro$"4U. IMC. Ail n0e l2 re l 9rv90. IPA -032 DAR CC AITE.LN CLOVLI a} TY f FT s K x.. N EXHIBIT f . , L, q G I WHEN RECORDED MAIL TO: Pennsylvania National Bank clo Keystone Loan Operations Alin: Collateral Dept. 100 Court Street, PO Box 3187 Williamsport, PA 17701 -4 1 Ll l??t>'? - 3 acct '98111(1+ J L (L;',i .. 1119 11 25 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY OPEN - END MORTGAGE THIS MORTGAGE SECURES FUTURE ADVANCES THIS MORTGAGE IS DATED NOVEMBER 13, 1997, between Janol M. Ruseavage aykta Janet M. Dardick, whose address Is 35 Welherburn Road, Enole, PA 17025 (referred to below as "Grantor"); and PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY, whose address is 4231 TRINDLE ROAD, CAMP HILL, PA 17011 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender as of Grantors right, title, and Interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, Improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hareditamonts, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (Including stock In utilities with ditch or irrigation rights); and all other rights, royalties, and profits relating to the real property, Including without limitation all minerals, oil, gas, geothermal and similar matters, located In Cumberland County, Commonwealth of Pennsylvania (the "Real Properly"): SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE The Real Property or Its address Is commonly known as 35 Wetherburn Road, Enola, PA 17025. Grantor presently assigns to Lender all of Grantor's right, tills, and Interest In and to all leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest In the Personal Property and Rents. DEFINITIONS. The following words shalt have the following meanings when used In this Mortgage. Terms not otherwise defined In this Mortgage shall have the meanings attributed to such terms In the Uniform Commercial Code. All references to dollar amounts shall mean amounts In lawful money of the United States of America. Borrower. The word "Borrower" means each and ovary person or entity signing the Note, including without limitation Darcom Technologies, Inc. Existing Indebtedness. The words "Existing Indebtedness" mean the Indebtedness described below In the Existing Indebtedness section of this Mortgage. Grantor. The word "Grantor" means any and all persons and entitles executing this Mortgage, Including without limitation all Grantors named above. The Grantor Is the mortgagor under this Mortgage. Any Grantor who signs this Mortgage, but does not sign the Note, Is signing this Mortgage only to gran: and convey that Grantor's Interest In the Real Property and to grant a security Interest In Granter's Intcrest In the Rents and Personal Property to Lender and Is not personally liable under the Note except as otherwise provided by contract or law. Guarantor. The word "Guaranto' means and Includes without limitation each and all of the guarantors, sureties, and accommodation parties In connection with the Indebtedness. Improvements. The word 'Improvements" means and Includes without limitation all existing and future Improvements, buildings, structures, mobile homes aaxed on the Real Property, facilities, addillons, replacements and other construction on the Real Property. Indebtedness. The word "Indebtodness" means all principal up to 5600,000.00 outstanding under the Note at any time and interest payable under the Nola and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses Incurred by Lander to enforce obligations of Grantor undor this Mortgage, together with Interest on such amounts as provided in this Mortgage. In addition to the Note, the word 'Indebtedness" Includes all obligations, debts and llabllities, plus Interest thereon, of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whetter due or not due, absolute or contingent, liquidated or unliquldsted and whether Borrower may be liable individually or jointly with others, whether obligated as guarantor or otherwise, and whether recovery upon such Indebtedness may be or hereafter may become barred by any statute of limitations, and whether such Indebtedness may be or herafter may become otherwise unenforceable. Specifically, without limitation, this Mortgage secures a revolving line of credit, which obligates Lender to make advances to Borrower unless Borrower falls to comply with all the terms of the Note. The Ilene and security Interests created pursuant to this Mortgage covering the Indebtedness which may be created In the future shell relate beck to the date of this Mortgage. Lender. The word 'Lender' mans PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY, its successors and assigns. The Lender is the mortgages under this Mortgage. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender, and includes without limitation all assignments and securily Interest provisions relating to the Personal Property and Rents. Note. The word "Note" mans the promissory note or credit agreement dated November 17, 1097, In the original principal amount of $800,000.00 from Borrower to Lender, together with all renewals of extensions of, modifications of, refiancings of, consolidations of, and substitutions for the promissory note or agreement. Personal Property. The words "Personal Property mean all equipment. fixtures, and other ankles of personal property now or hereafter owned by Grantor. and now or hereafter anaohed or affixed to the Hai Prnpmty; rage!ner with en accessmel, purls, and add:t:nns to, all ro;=camants of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any ale or other disposition of the Property. Property. The word 'Property" mans collectively the Real Property and the Personal Property. Real Property. The words "Real Property mean the property, interests and rights described above in the 'Grant of Mortgage" section. Related Documents. The words "Related Documents" mean and Include without limitation all promissory notes, credit agiaomonts, loan agreements, envvonmontal agreements, guaranties, security agreements, mortgages, dads of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word 'Rents" means all present and future rents, revenues, Income, Issues, royalties, profits, and other benefits derived from the Property. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR UNDER THIS MORTGAGE AND THE RELATED DOCUMENTS. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor wolves all rights or defenses wising by reason of any 'one action' or "antl-deficiency law, or any other law which may prevent Lender from bdngirg any action against Grantor, including a claim fa deficiency to the extent Lender Is otherwise entitled to a claim for deficiency, before or after Lender's commencement or completion of any foreclosure action, either Judicially or by exercise of a power of ale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage Is executed at Borrower's request and not at the request of Lender; (b) Grantor has the full power, right, and authority to enter Into this Mortgage and to hypothecate the Property; (c) the provisions of this Morloooe do not conflict with, or result in a default under any agreement or other instrument binding upon Grantor and do not result in a violation ..Ia?rr.... 1)4n nl A1,,,r?, 11-13-1997 MORTGAGE Page 2 Loan No 801-30016 (Continued) of any law, regulation, court decree or order applicable to Grantor; (d) Grantor has established adequate means of obtaining from Borrower on a continuing basis Information about Borrower's financial condition; and (e) Lender has made no representation to Grantor about Borrower (including without limitation the creditworthiness of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower shall pay to Lender all Indebtedness secured by this Mortgage as It becomes due, and Borrower and Grantor shall strictly perform all their respective obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor and Borrower agree that Grantor's possession and use of the Property shall be governed by the following provisions: Possesslon and Use. Until In default, Grantor may remain In possession and control of and operate and manage the Property and tolled the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve Its value. Hazardous Substances. The terms "hazardous waste.* 'hazardous substance,' 'disposal; "release; and "threatened release; as used In this Mortgage, shall have the same meanings as set forth In the Comprehensive Environmental Pesponse, Compensation, and Liability Act of 1960, as amended, 42 U.S.C. Section 9601, at seq. ('CERCLA% the Superfund Amendments and Reauthorization Act of 1966, Pub. L. No. 99-499 ('SARA'), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1501, at seq., the Resource Conservation and Recovery Act, 42 U.S.C, Section 6901, of seq., or other applicable stale or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. The terms 'hazardous waste' and 'hazardous substance' shall also Include, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Grantor represents and warrants to Lander that: (a) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, freatmonl, dlsporAl, release or Wealened release of any hazardous waste or substance by any person on, under, about or from the Property; (b) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender In writing, (1) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the Property by any prior owners or occupants of the Property or (a) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (c) Except as previously disclosed to and acknowledged by Lender in writing, (1) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (11) any such Activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, Including without limitation those laws, reputations, and ordinances described above. Grantor authorizes Lander and its agents to enter upon the Property to make such Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any Inspections or tests made by Lander shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the pad of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence In Investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a) releases and waives any future claims against Lender for Indemnity or contribution In the event Grantor becomes liable for cleanup or other cosh under any such laws, and (b) agrees to Indemnity and hold harmless Lander against any and all claims, losses, liabilities, damages, penalties, and expenses which Lander may directly or Indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or Interest In the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, Including the obligation to Indemnity, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shalt not be affected by Lender's acquisition of any interest In the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct on permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including dl and gas), soil, gravel or rock products without the prior written consent of Lender. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender. As a condition to the removal of any improvements. Lender may require Grantor to make arrangements satisfactory to Lander to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to Inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, Including without limitation, the Americans With Disabilities Act. Grantor may contest In good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, Including appropriate appeals, so long as Grantor has notified Lender In writing prior to doing so and so long as, In Lender's sole opinion, Lender's Interests In the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's Interest. Duty to Protect. Grantor agrees neither to abandon nor leave unattended the Property. Grantor shall do all other acts, In addition to those acts set lorth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. DUE ON BALE - CONSENT BY LENDER. Lender may, at Its option, declare Immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without the Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Prop" or any right. MIA or Interest therein; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, dead. Installment sale contract, land contract, contract for deed, leasehold Interest with a term greater than three (3) years, base-option contract, or by sate, assignment, or transfer of any beneficial Interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of Real Property Interest. If any Grantor is a corporation, partnership or limited liability company, transfer also Includes any change In ownership of more than twenty-five percent (25%) of the voting stock, partnership Interests or limited liability company Interests, as the case may be, of Grantor. However, this option shall not be exercised by Lender if such exercise Is prohibited by federal law or by Pennsylvania taw. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Mortgage. Payment. Grantor shall pay when due (and In all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims lot work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property tree of all liens having priority over or equal to the Interest of Lender under this Mortgage, except for the lien of taxes and assessments not due, except for the Existing indebtedness referred to below, and except as otherwise provided In the following paragraph. Right To Contest. Grantor may withhold payment of any tax, assessment, or claim In connection with a good faith dispute over the obligation to pay, so tong as Lender's Interest In the Property is not jeopardized. II a lien arises or Is filed as a result of nonpayment. Grantor shall within fifteen (15) days aner the lien arises or, If a lien Is filed, within fineon (I5) dap after Grantor has notice of the tiling, secure the discharge of the lien, or If requested by Lender, dapuslt wild Lander casn or a sufftcronf corporate surety bond nr other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys' toes or other charges that could accrue as a result of a foreclosure or sale under the lien. In ¦ny contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obigoo under any surely bond furnished in the contest proceadings. Evidence of Payment. Grantor shall upon demand furnish to Lander satisfactory ovidonco of payment of the taxes or assessments and shall authorize The appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender of least Kneen (15) days before any work is commenced, any services are furnished, of any matodals are supplied to the Property, If any mechanic's lien, malerialmen s lien, or other hen could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lando( advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements, PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a pad of this Mortgage. Maintenance of Insurance. Grantor shall procure and maintain policies of fire Insurance with standard extended coverage endoisemonts on a replacement basis for the full Insurable value covering all Improvements on the Real Property In an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgages clause In favor of Lander. Grantor shall also procure and maintain comprehensive general liability Insurance in such coverage amounts as Lender may request with Lander being named as additional Insureds In such liability Insurance policies. Additionally, Grantor shall maintain such other insurance, Including but not limited to hazard, business Interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lander cerhfcales of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ton (10) days' prior written notice to Lander and not containing any disclaimer of the insurer's liability for failure to give Such notice. Each Insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be Impatied in any way by any act, omission or default of Grantor or any other person. Should the Real Property at any I pa?ome local 4d In an area designated by Ora 0 a,,r 0'77. . 4n 11-13-1997 MORTGAGE Page 3 Loan No 801-30015 (Continued) Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan, up to the maximum policy limits sal under the National Flood Insurance Program, or as otherwise required by Lander, and to maintain such Insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor falls to do so within fifteen (15) days of the casualty. Whelher or not Lander's security Is Impaired, Lender may, at its election, apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. It Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expendilure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration If Grantor Is not In default hereunder. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to prepay accrued Interest, and the remainder, it any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment In full of the Indebtedness, such proceeds shall be paid to Grantor. Unexpired Insurance at Sale. Any unexpired Insurance shall Inure to the benefit of, and pass to, the purchaser of the Property covered by this Mortgage at any trustee's sale or other sale held under the provisions of this Mortgage, or at any foreclosure sale of such Property. Compliance with Existing Indebtedness. During the period In which any Existing Indebtedness described below Is in effect, compliance with the Insurance provisions contained in the Instrument evidencing such Existing Indebtedness shall constitute compliance with the Insurance provisions under this Mortgage, to the extent compliance with the terms of this Mortgage would constitute a duplication of Insurance requirement. It any proceeds from the insurance become payable on loss, the provisions In this Mortgage for division of proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. Grantor's Report on Insurance. Upon request of Lander, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing. (a) the name of lire Insurer; (b) the risks Insured; (c) the amount of the policy; (d) the property Insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration dale of the policy. Grantor shall, upon request of Lender, have an Independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. EXPENDITURES BY LENDER. If Grantor falls to comply with any provision of this Mortgage, Including any obligation to maintain Existing Indebtedness In good standing as required below, or if any action or proceeding is commenced that would materially affect Landers interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lander deems appropriate. Any amount that Lender expends In so doing will bear interest at the rate provided for In the Nola from the dale Incurred or paid by Lender to the date of repayment by Grantor. An such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any Installment payments to become due during either (I) the term of any applicable Insurance policy or III) the remaining term of the Note, or (c) be treated as a balloon payment which will be due and payable at the Nola's maturity. This Mortgage also will secure payment of these amounts. The rights provided for In this paragraph shall be In addition to any other rights or any remedies to which Lender may be antttied on account of the default. Any such action by Lender siren not be construed as curing the default so as to bar Lender from any remedy that It otherwise would have had. Grantor's obligation to Lander lot all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage. Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property In fee simple, free and clear of all liens and encumbrances other than those set forth In the Real Property description or In the Existing Indebtedness section below or In any tale Insurance policy, title report, or final title opinion Issued In favor of, and accepted by, Lender In connection with this Mortgage, and (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Delon" of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against :he lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lander shall be entified to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choke, and Grantor will deliver, or cause to be delivered, to Lender such Instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental aulhouties. EXISTING INDEBTEDNESS. The following orovisions concerning existing Indebtedness (the "Existing Indebtedness') are a part of this Mortgage. Existing Lien. The ben of this Mortgage securing the Indebtedness may be secondary and interior to sr, existing lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such indebtedness, any default under the instruments evidencing such Indebtedness, or any default undor any security documents for such Indebtedness. Default. If the payment of any Installment of principal or any interest on the Existing Indebtedness Is not nude within the time required by the note evidencing such Indebtedness, or should a default occur under the Instrument securing such Indebtedness and not be cured during any applicable grace period thereln, then, at the option of Lender, the Indebtedness secured by this Mortgage shall become immedialefy due and payable, and this Mortgage shall be In default. No Modlficatlon. Grantor shad not enter Into any agreement with the holder of any mortgage or other security agreement which has priority over this Mortgage by which that agreement Is modifiod, amended, extended, or renewed without the prior written consent of Lander. Grantor shall neither request not accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation of the Property are a part of this Mortgage. Application of Nei Proceeds. It all or any part of the Property Is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair of restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender In connection with the condemnation. Proceedings. II any proceeding In condemnation Is filed, Grantor shall promptly notiy Lender In writing, and Grantor shall promptly lake such slops as may be necessary to defend the action and obtain the award. Grantor may be the nominal party In such proceeding, but Lender Shan be entitled to participate in the proceeding and to be represented In the proceeding by counsel of its own choke, and Granlor will deliver or cause to be delivered to Lender such Instruments as may be requested by it from time to time to permit such participation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental lazes, fees and charges era a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender. Grantor shall execute such documents in addition to this Mortgage and lake whatever other action Is requested by Lander to perfect and continue Lander's lien on the Real Property. Grantor area reimburse Lender for AN taxes, as described below, together with all expenses Incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following "It Constitute taxes to which tnis section, applies: (a) a specific tax upon this type of Mortgage or upon an or any part of the Indebtedness secured by this Mortgage; (b) a specific tax on Borrower which Borrower is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (c) a tax on this typo of Mortgage chargeable against the Lender or the holder of the Nola; and (d) a specific lax on all or any portion of the Indebtedness or on payments of principal and interest made by Borrower. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default (as defined below), and Lender may exercise any or an of its available remedies for an Event of Default as provided below unless Grantor either (a) pays the tax before it becomes delinquent, or (b) contests the tax as provided above In the Taxes and Liens section and deposits with Lender cash or a sufficient Corporate surety bond or other security satisfactory to Lander. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage. Security Agreement. This Instrument shall constitute a security agreement to the extent any of the Property consbtules fixtures or other personal property, and Londe, shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security Interest In the Rents and Personal Property. In addition to rocording this Idortgago In the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lander for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall assemble the Personal Property In a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within throe (0) days after receipt of written demand from Lender. Addresses. The matting addresses of Grantor (debtor) and Lender (secured party), from which Information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code), are as staled on the first page of this Mortgage. 0,504 ;.371'AGf. 120 11-13-1997 MORTGAGE Page a Loan No 801-30015 (Continued) FURTHER ASSURANCES; ATTORNEYAN-FACT. The following provisions relating to fudher assurances and allorney-In-fact are a part of this Mortgage. Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, rehled, or rerecorded, as the case may be, at such times and In such offices and places as Lender may doom appropriate, any end all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, Instruments of further assurance, certificates, and other documents as may, In the sole opinion of Lender, be necessary or desirable In order to effectuate, complete, perfect, continue, or preserve (a) the obligations of Grantor and Borrower under the Note, this Mortgage, and the Related Documents, and (b) the liens and security Interests created by this Mortgage an the Property, whether now owned or horsehair acquired by Grantor. Unless prohibited by law or agreed to the contrary by Lender In writing, Grantor shall reimburse Lender for all costs and expenses Incurred in connection with the matters retained to in this paragraph. Altorney-In-Fact. 11 Grantor fails to do any of the things referred to In the preceding paragraph. Lender may do so for and In the name of Grantor and at Grantor's expanse. For such purposes, Grantor hereby Irrevocably appoints Lander as Grantor's attorney-In-lact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, In Lender's sole opinion, to accomplish the matters referred to In the preceding paragrsph. FALL PERFORMANCE. It Borrower pays all the Indebtedness when due, and otherwise performs all the obligations Imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on fife evidencing Lender's security Interest In the Rents and the Personal Property. Grantor will pay. If permited by applicable taw, any reasonable termination fee as determined by Lander from time to time. DEFAULT. Each of the following, at thu option of lender, shall constitute an event of default (`Event of Lrefaull) under this Mortgage: Default on Indebtedness. Failure of Borrower to make any payment when due on the Indebtedness Default on Other Payments. Failure of Grantor within the lime required by this Mortgage to make any payment for taxes or Insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Compliance Default. Failure of Grantor or Borrower to comply with any other term, obligation, covenant or condition contained In this Mortgage, the Nola or In any of the Related Documents. Default In Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, In favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's ability to repay the Nola or Borrower's or Grantor's ability to perform their respective obligations under this Mortgage or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor or Borrower under this Mortgage, the Note or the Related Documents Is false or misleading In any material respect, either now or at the time made or furnished. Defective Coileterallnllon. This Mortgage or any of the Related Documents ceases to be In lull force and effect (Including failure of any collateral documents to create a valid and perfected security Interest or lion) at any time and for any reason. Insolvency. The dissolution or termination of Grantor or Borrower's existence as a going business, the Insolvency of Grantor or Borrower, the appointment of a receiver for any part of Grantor or Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency taws by or against Grantor or Borrower. Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, sell-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of The Property. However, this subsection shall not apply In the event of a good faith dispute by Grantor as to the validity or reasonableness of the ctalm which Is the basis of the foreclosure or forelelture proceeding, provided that Grantor gives Lander written notice of such claim and furnishes reserves or a surely bend for the claim satisfactory to Lender. Breach of Other Agreement. Any breach by Grantor or Borrower under the terms of any other agreement between Grantor or Borrower and Lender that is not remedied within any grace period provided therein, Including without limitation any agreement concerning any Indebtedness or other obligation of Grantor or Borrower To Lender, whether existing now or later. Existing Indebtedness. A default shall occur under any Existing Indebtedness or under any Instrument on the Property securing any Existing Indebtedness, or commencement of any suit or other action to foreclose any existing lien on the Property. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Lender, al Its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty In a manner satisfactory to Lender, and, In doing so, cure the Event of Default. Adverse Change. A material adverse change occurs In Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness Is Impaired. Insecurity. Lender In good faith deems itself Insecure. Right to Cure. If such a failure Is Curable and It Grantor or Borrower has not been given a notice of a breach of the some provision of this Mortgage within the preceding twelve (12) months, It may be cured (and no Event of Default will have Occurred) If Grantor or Borrower, after Lender sends written notice demanding cure of such failure: (a) cures the failure within hffeon (15) days; of (b) If the cure requires more than fifteen (16) days, Immediately Initiates slops sufficient to cure the failure and thereafter continues and completes as reasonable and necessary slops sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender, at its option, may exercise any one or more of the following tights and remedies, in addition to any other rights of remedies provided by taw: Accelerate Indebtedness. Subject to applicable taw, Lender shall have the right at its option without notice to Borrower to doctors the onto Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have an the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor or Borrower, to take possession of the Property and collect the Rents, Including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this tight, Lender may require any tenant or other user of the Property to make payments of rent or use lees directly to Lender. 11 the Rents are collected by Lender, then Grantor Irrevocably designates Lender as Grantor's attorney-in-lect to endorse instruments received In payment Ihenad in the name at Grantor anti to noyotiate the same and collect the p,ucevus. Payments by tenants w brier users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its lights under this subparagraph either In person, by agent, or through a receiver. Appoint Receiver, lender shell have the fight to have a receiver appointed to lake possession of all Of any part of the Properly, with the power to protect and preserve the Property, to operate the Property preceding loreclosure at sale, and to Collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may sorvo without bond if permitted by taw. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest In all or any pad of the Property. Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere, as attorney for Lender and as persons claiming under a Ilvough Lander, to sign an agreement for entering In any competent court an amicable action In ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by lender of possession of the Property, without any slay of execution, lot which this Mortgage, or a copy of this Mortgage venfied by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior will or proceeding whatsoever. NonjudIcIal Sete. II permitted by applicable law, Lender may foreclose Grentor's Interest in all or in any part of the Personal Property of the Ilgl Property by nonjudicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lander after application of AN amounts received from the exercise of the rights provided in this section. noi?r.l ;271i'ar,F, 321 11-13-1997 MORTGAGE Login No 801-30016 (Continued) Page 6 Tenancy at Sufferance. It Grantor remains In possession of the Property after the Property Is sold as provided above or Lender otherwise becomes entllled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property Immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided In this Mortgage or the Note or available at law or In equity. Sale of the Property. To the extent permitted by applicable law, Grantor or Borrower hereby waive any and all right to have the property marshalled. In exercising its rights and remedial, Lender shall be free to sell all or any part of the Property together or separately, In one sale or by separate sales. Lander shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the lime and place of any public sale of the Personal Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least tan (10) days before the time of the sale or disposition. Waiver; Election of Remedies. A waiver by any party of a breach of a provision of this Mortgage shag not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy Shan not exclude pursuit of any other remedy, and an election to make expenditures or take action to perform an obligation of Grantor or Brower under this Mortgage after failure of Grantor or Borrower to perform shall not affect Lender's right to declare a default and exercise Its remedies under this Mortgage. Attorneys' Fees; Expenses, If Lender Institutes any suit or action to enforce any of the terms of Isis Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' foes at trial and on any appeal. Whether or not any court action Is Involved, all reasonable expenses Incurred by Lender that In Lender's opinion are nxcossary, at any lime for the protection of Its Interest or the enlacement of Its rights shell become a part of the tndebtadness payable on demand and Shall bear InLvest from the date of expenditure until repaid at the rate provided for in the Note. Expenses covered by this paragraph Include, without limitation, however subject to any Omits under applicable law. Lender's attorneys' foes and Lender's legal expenses whether or not there Is a lawsuit, Including attorneys' lees for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay or Injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, oblalning title reports (Including foreclosure reports), surveyors' reports, and appraisal leas, and title Insurance, 10 the extent permitted by applicable law. Borrower also will pay any court costs, In addition to all other sums provided by law. NOTICES TO GRANTOR AND OTHER PARTIES. Unless otherwise provided by applicable law, any notice under this Mortgage shall be In writing, may be sent by telefacsimile (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, If mailed, shall be deemed effective when deposited In the United States mail first cless, certified or registered mall, postage prepaid, directed to the addresses shown near the beginning of this Mortgage. Any party may charge its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice Is to change the partys address. An copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage, and notices pursuant 42 Pa. C.S.A. Section 5143, of seq., than be sent to Lender's address, as shown near the beginning of this Mortgage. For notice purposes, Grantor agrees to keep Lender Informed at all Ames of Grantor's current address. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the mallets set forth In this Mortgage. No alteration of or amendment to this Mortgage 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. Annual Reports. 11 the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating Income received from the Property during Grantor's previous fiscal year In such form and detail as Lander shag require. 'Net operating Income' shall mean all ash receipts from the Property less all ash expenditures made In connection with the operation of the Property. Applicable Law. This Mortgage has been delivered to Lander and accepted by Lender In the Commonwealth of Pennsylvania. This Mortgage shall be governed by and construed In accordance with the laws of the Commonwealth pf Pennsytvanls. Caption Headings. Caption headings In Ibis Mortgage are for convenience purposes only and are not to be used to Interpret or define the provisions of this Mortgage. Merger. There she 1 bo no merger of the Interest or estate created by this Mortgage %vith any other Interest or estate in the Property at any hme held by or for the benefit of Lander In any capacity, without the written consent of Lender. Multiple Partles; Corporate Authority. All obligations of Grantor and Borrower under this Mortgage shall be joint and several, and all references to Grantor shag mean each and every Grantor, and ail references to Brower than mean each and every Brower. This means that each of the persons signing below Is responsible for all obligations In this Mortgage. Severablllty, It a court of competent jurisdiction finds any provision of this Mortgage 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. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, It shall be stricken and all other provisions of this Mortgage In all other respects shall remain valid and enforceable. Successors and Assigns. Subject to the limitations stated In this Mortgage on transfer of Grantor's Interest, this Mortgage shall be binding upon and Inure to the benefit of the parties, their hobs, personal representatives, successors and assigns. If ownership of the Property becomes vested in s person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness. Time Is of the Essence. Time Is of the essence in the performance of this Mortgage. Waivers and Consents. Lender shall not be deemed to have waived any rights under this Mortgage (or under the Related Documents) unless such waiver Is In writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shalt operate as a waiver of such right or any other right. A waiver by any party of a provision of Ills Mortgage shag not constitute a waiver of or prejudice the party's right o therwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and transactio s aWhenever Borrower, shag consent by Lander tIs required rInfIbisyMoof Lende's tights or rtgage,the granting nof such consent by Lander nn any instance shall future constitute continuing consent to subsequent Instances where such consent is required. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. G TOR: ' n I . RU gWulaII Janet ardlc I Sig1lnegi acts I nd of II Bred in the presence of: x Wl neu "l am X Wffneea 000.14r37tecG .322 11-13-1997 MORTGAGE Page 6 Loan No 801-30016 (Contlnued) Slpted, acknowledged snd dallvered In the presence of: x wltnese x witness- CERTIFICATE OF RESIDENCE i hereby ceruN, Ihel the preelse address of the mortgagee, PENNSYLVANIA NATION BANK AND TRUST COMPANY, herein Is as follows: 1231 TRINDLE ROAD, CAMP HILL, PA 17011 n ANansY gent Itirmixigages INDIVIDUAL ACKNOWLEDGMENT STATE OF 1sa COUNTY OF , the On this, the I 1 day of 10u, before ma `?Iv L. AakU-r undersigned Notary Public, personally appeared Janel M. Russavage &We Janet M. Dardick, known to me (or satlelactortly proven) to be the parson whose name Is subscribed to the within Instrument, and acknowledged that he or she executed the same for the purposes therein contained. In wllness whereof, I hereunto set my hand and official seal. J Notary Pudlic In and for the State of LASER PRO, Reg. U.B. PAL a T.M. 011., Vv. s.24 (C)107 CFI PrOSMICSS, Int. All rights resm6d. IPA-003 OARCOMTE.LN C1.OVLI Notarial Seal Kristin L. Arthur. Notary Public Hampden Twp., Cumberland County My Commission Expires Nov. 24.1997 7 E3S-m 90m,1437PAG& .323 EXHIBIT " A" ALL THAT CERTAIN lot or tract of land situated in East Pennsboro Township, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at it point on the western dedicated right of way line of Wetherbum Road (50' wide), at the dividing line of Lot 018 and Lot 019, said point also being located 1,280.92 feet west of the western extremity of an arc connecting the western right of way line of Carol Lane (50' wide) and the southern right of way line of Wetherburn Road (50' wide); thence by Lot 018 North 53 degrees 28 minutes 14 seconds West, a distance of 130,02 feet to a point; thence by line of other lands of Logans Run North 65 degrees 14 minutes 49 seconds East, 120.98 feet to a point; thence by same South 30 degrees 12 minutes 52 seconds East, 93.72 feet to a point; thence by the western right of way line of Wetherbum Road by a curve to the left having a radius of 175.00 feet and an arc length of 71.03 feet to a point, the place of BEGINNING. CONTAINING 9,966 square feet. BEING subject to drainage easement as shown on the hereinafter plan of recording. BEING all of Lot 019 as shown on Plan of Logan's Run, Phase I, recorded in Plan Book 63, Page 99. BEING PART OF THE SAME PREMISES which W. Richard Kreiger and Beverly J. Kreiger, his wife, by deed dated November 5, 1991 and recorded November 6, 1991, in the Office of the Recorder of Deeds in and for Cumberland County in Record Book 354, Page 638, granted and conveyed unto Logan's Run Associates, a Pennsylvania General Partnership, consisting of Logan's Run Corporation and S&A Custom Built Homes, Inc., Grantors herein. i?) r,, ? BUY4437?M 324 s Y[ ?S f ° ?T ?t tl is WI- I PROMISSORY NOTE Principal $160000.00 Loan Date 12-30-1997 Maturity 12-30-1998 Loan No 30013 Call COMM Collateral SEC Account 138209 Officer CW86 InRlala References in the shaded area are for Lender's use only and do not limit the Applicability of this document 10 an annular loan or item. Borrower: David S. Dardlck Janet M. Derrick 35 Wetherbum Road Enols, PA 17025 Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY CAMP HILL COMMUNITY OFFICE 4231 TRINDLE ROAD CAMP HILL, PA 17011 Principal Amount: $160,000.00 Initial Rate: 10.000°" Date of Note: December 30, 1997 PROMISE TO PAY. David S. Dardlck and Janet M. Dardick ("Borrower") promise to pay to PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY (`Lender"), or order, In lawful money of the United States of America, the principal amount of One Hundred Fifty Thousand 6 001100 Dollars ($160,000.00), together with Interest on the unpaid principal balance from December 30, 1997, until paid In full. PAYMENT. Borrower will pay this loan In one principal payment of $160,000.00 plus Interest on December 30, 1998. This payment due December 30, 1998, wlll be for all principal and accrued Interest not yet pad. In addition, Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date, beginning January 30, 1998, with all subsequent Interest payments to be due on the same day of each month after that. The annual Interest role for this Note is computed on a 3651360 bests; that is, by applying the ratio of the annual Intorest rate over a year of 360 days, mufbplled by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Landers address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. VARIABLE INTEREST RATE. The Interest rate on this Note is subject to charge from time to lima based on changes in an index which is Lenders Prime Rate (the "Index'). This Is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The Interest rate change will not occur more often than each DAY. The Index currently Is 8.500% per annum. The Interest rate to be applied to the unpaid principal balance of this Nola will be of a rate of 1.5o0 percentage points over the Index, resulting In an Initial rate of 10.000% per annum. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower may pay all or a portion of the amount owed earlier than it is duo. Early payments will not, unless agreed to by Lender In writing, relieve Borrower of Borrower's obligation to continue to make paymon!s under the payment schedule. Rather, they will reduce the principal balance due. LATE CHARGE. If a payment Is 15 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. DEFAULT. Borrower win be in default if any of the following happens: (a) Borrower falls to make any payment when due. (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained In this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (c) Borrower defaults under any loan, extension of credit, securit/ agmemon6 purchase or sales agreement, or any other agreement, In favor of any other creddor of person that may materially affect any of Borrower's property or Borrowers ability to repay this Note or perform Borrower's obligations under this Note or any of the Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading In any material respect either now or at the time made or furnished. (e) Borrower dies or becomes insolvent, a receiver is appointed for any pan of Borrowers property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or Insolvency laws. (f) Any creditor tnes to take any of Borrowers property on or in which Lender has a lion or security Interest. This includes a garnishment of any of Borrower's accounts with Lender. (g) Any of the events described in this default section occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness Is Impaired. (I) Lender in good faith dooms itself insecure, It any default, other than a default in payment, Is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, It may be cured (and no event of default will have occurred) If Borrower, after receiving written notice from Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) it the cure requires more than fifteen (15) days, Immediately Initiates steps which Lender deems In Lender's sole discretion to be sufficient to cure the default and Ihereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid Interest immediately due, and then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, it permitted under applicable law, Increase the variable interest rate on this Note to 6.500 percentage points over the Index. The Inleresl rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lenders attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' loos and legal expenses lot bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. It not prohibited by applicable law. Borrower also will pay any court costs, in addition to all other sums provided by law. If judgment is entered in connection win this Note, Interest will continue to accrue on this Note after judgment at the Interest rate applicable to this Note 61 the time judgment Is entered. This Note has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. If there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of CUMBERLAND County, the Commonwealth of Pennsylvania. This Note shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right. tifte and interest in and to. Borrower's accounts with Lender (whether Checking, savings, or some other account), Including without limitation an accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security Interest would be prohibited by law. Borrower authonzes Lender, to the extent permitted by applicable law, to charge or solon all sums owing on this Note against any and all such accounts. COLLATERAL. This Note is secured by a Mortgage dated December 30, 1997, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania, all the terms and Conditions of which are hereby incorporated and made a part of INs Nolo. 12-30-1997 PROMISSORY NOTE Pape 2 Loan No 30013 (Continued) GENERAL PROVISIONS. Lender may delay or forgo enforcing any of Its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by low, walve presentment, demand for payment, protest and notice of dishonor. Upon any change In the terms of this Note, and unless otherwise expressly stated In writing, no parry who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. Ali such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan. or reWsa any party or guarantor or collaterd; or impair, fall to realize upon or perfect Lander's security interest In the collateral; and take any other action doomed necessary by Lender without the consent of or notice to anyone. AN such parties also agree that Lender may modify this loon without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. It any portion of this Note Is for any reason determined to be unenforceable, It will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (3500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT, THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER 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 NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. BORROWER: X ?s S. Derdc ` A A (SEAL) Mitt Jt" M. Dardick 11 X ?J. L. - P-bIL ? (SEAL) VarlaalF RA19. smgR PAy. LASER PRO, Rae. U.S. Pal.a T.M.011., Ve. 1.241Cl tear CFIPOSaryKO.lno. All rianla fellema O. IPA-070 OSOAR DICAN Ca.CVLI CHANGE IN TERMS AGREEMENT Ptlnclpel Loan Data Maturity Loan No Cali Collateral Account Officer In8la1a 160000,00 f)6-30-1999 30024 COMM SEC 305658 CMWbO Re fences In the shaded area are for Lender's use only and do not limit the applicability of this document to an articular loan or item. Borrower: David S. DardIck Janet M. Dardlck 35 Wetherbum Road Enola, PA 17026-1644 Lender: KEYSTONE FINANCIAL BANK, NA. Camp Hill 4231 Trlndle Road Camp NIII, PA 17011 Prlnclpsil Amount: $160,000.00 Dale of Agreement: May 27, 1999 DESCRIPTION OF EXISTING INDEBTEDNESS. A $150,000.00 Promissory Note dated December 30, 1997 to Keystone Financial Bank, NA., formerly Financial Trust Company, formerly Pennsylvania National Bank ¦nd Trust Company) Account 1305855-30024 (formerly 138205-30013) with a current principal balance of 8150,000.00. DESCRIPTION OF CHANGE IN TERMS. Effective December 30, 1995 Keystone Flnancal Bank, NA., (formerly Financial Trust Company) and the undersigned hereby agree to extend the maturity date from December 30, INS to June 30, 1999, at which time all principal and accrued interest shall be due and payable in full. In addition, Borrower will continue to make regular monthly payments of all accrued interest due as of each payment date. AMENDMENT TO CREDIT DOCUMENTS ('Borrower') and of KMay 27. eystone lFi?nencid Bank, NA. entered into b and Trust Co pany), as Dardick and banking THIS Janet AMENDMENT TO Business CREDIT l dhnduas DOCUMENTS association (the'Eankl RECITALS: 1. The Bank has previously made, or is concumentiy with the signing of this Amendment making, loans or other extensions of credit to the Borrower, which are or may be evidenced by certain loan or credit agreements, promissory notes, security documents, and all other agreements, contracts and Instruments (all of such loan or credit agreements, promissory notes made by the Borrower In favor of the Bank, or entered into by and between the Borrower and the Bank, whether previously entered into, entered into simultaneously with the execution of this Amendment, or entered Into after the date of this Amendment, collectively the "Credit Document. 2. The Bank has requested, and the Borrower has agreed, to amend the Credit Documents as set forth below, In order to add additional provisions to the Credit Documents in connection with the Year 2000 Issues (as defined below). herein, the Bank's and sufficiency ofnwhich agreement the Borrower mutual covenants hereby valuable consideration contained NOW extend credit under I the oCre?aDocuments to romises, the acknowledged, and with the Intent to be legally bound hereby, the parties hereto agree as follows: Section 1. Amendments to Credit Documents The following donned terms, representations and warranties and covenants are hereby added to and deemed Incorporated Into the Credit Documents. a. Defined Terms. 'year 2000 Compllanr means, with respect to any person or entity, an software, embedded micro-chips and other rrocessing capabilities ublured by all and material to the business and any date after, December are able to 31, 1999. Caland dates correctly and without causing any abnormal condition endi g scenario Including in rotation to certainr dates prior manipulate "Year 2000 Issues' mans the Fisk that computer applications used by or for the benefit of the Borrower may be unable to recognize or property perform date-sensitive functions Involving certain dates prior to, and any date after, December 31, 1999. b. Representations Regarding Year 2000 Issues. On the bash of a comprehensive Inventory, review and assessment of the Borrower's computer applications and hardware containing micro-Chips and an software and other processing capabilities of the Borrower, upon inquiry made the Borrower's material suppliers and vendors. In the opinion of the Borrower's Senior Management, the Borrower and all such vendors and suppliers will be Year 2000 Compliant before December 1, 1999. C. Covenants. 1. Information Concerning Year 2000 Issues. Within twenty (20) days after any request by the Bank, The Borrower shall deliver to the Bank (A) a written report as to its compliance efforts In connection with the Year 2000 Issues, In such detail as the Bank may reasonably request, (B) a report as to the costs incurred by the Borrower to date, and the additional costs the Borrower expects to Incur in connection with the Year 2000 Issues, and (C) a report as to any liability which the Borrower expects to Incur In connection with Year 2000 Issues. Promptly upon receipt by the Borrower thereol, the Borrower shall, upon request of the Bank, permit the Bank upon reasonable notice and during normal business hours, to most with the Borrower's Information systems and technologies employees, outside providers and consultants, accountants and other parsons to discuss the status of the Borrower's compliance snorts in connection with the Year 2000 Issues. n Year 2000 Compliance. The Borrower shall take an action necessary to Insure that an of the material computer-based systems (including all software, embedded miuo-Chips end other processing Capabintlos) ullnzed by or for the benefit of the Borrower are Year 2000 Compliant on or prior to December 1, 1999. Section 2. No Other Amendments or Waivers. The Amendments to the Credit Documents set forth above do not either implicitly or explicitly alter, wales or amend, except as expressly provided In this Amendment, the provisions of the Credit Documents. The amendments set forth above do not waiver, now or In the future, compliance with any other covenant, term or condition to be performed or complied with nor do they impair any rights or remedies of the Bank under any of the Credit Documents with respect to any such violation. Nothing in this Amendment shall be (learned or Construed to be a waiver now exist of otherwise, and all such rights 9nd remedies any of its rights and remedies undw any of the arising as a d es are hereby expressly consequence of any defaults or aents l of delauli whiich may of reserved. Section 3. Ratification of Terms. Except as expressly amended by this Amendment, the Credit Documents and each and evory representation, warranty, covonant, term and condition contained therein are specifically ratified and confirmed. 05-27-1999 CHANGE IN TERMS AGREEMENT Page 2 (Continued) Section a. Incorporation into Credit Documents. This Amendment is deemed Incorporated Into the Credit Documents. To the extent that any term or provision of this Amendment is or may be deemed expressly inconsistent with any term or provision of any of the Credit Documents, the terms and provisions hereol shall control. Section S. Counterparts. This Amendment may be executed in different counterparts, each of which when executed by the Borrower and the Bank ship be regarded as an original, and all such counterparts shall constitute one Amendment. Section S. Governing Lew. This Amendment shalt be construed In accordance with and governed by the laws of the State of Pennsylvania, without regard to the provisions thereof regarding conflicts of law. IN WITNESS WHEREOF, the parties hereto, with the intend to be legally bound hereby, have caused this Amendment to Credit Documents to be duly executed by their respective duty authorized representatives as a document under seal, as of the day and year first above written. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and In lull force and effect. Consent by Lander to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It Is the Intention of Lender to retain as liable parties all makers and endorsers of the original Obligation(s), Including accommodation parties, unless a party is expressly released by Lender In writing. Any maker or endorser, Including accommodation makers, will not be released by virtue of this Agreement. 11 any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing parry consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to as such subsequent actions. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF ENNSYLVANtA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT, ALL ACCRUEn INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS ON SUCH AMOUNTS, EXPENDED TOGETHER ADVANCED COSTS OF SUM, ND RELATING TO ANY 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 (8500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY: AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT, THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES U.NRL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY BROWER MAY HAVE TO A IN CONNECTION WITH ANY SUCH OF JUDGMENT, EXCEPT ANYRNO CEORANOIOR HEARING REOU REDCUNDEROAPPLICABLEGLAW WITH RESPECT TO EXECUTION OF THIE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT. THIS AGREEMENT HAS SEEN SIGNED AND SEALED BY THE UNDERSIGNED. BORROWER: c X -ism) David S. Dsrdlck X r144 (SEAL) ' Jaol M. Dardlck 11"Able"All. eneiAPAY. LASERPRO,Rea U.S.PAI.11 LM.011.,V11.32ECk1190f CFIPrOHIvKU,Ift. AnryC11111MV1d,IPA D 20F22eb OAROICKLNCAO'LI DISCLOSURE FOR CONFESSION OF JUDGMENT Principal $160000.00 Loan Date 12-30-1997 Maturity 12-30-1998 Loan No 30013 Call COMM Collateral SEC Account 138208 Ottlcer MISS Initials References In the shaded area are for Lender's use only and do not Ilmlt the a Ilcablll of this document (0 an araeular loan or item. Borrower: David S. DardlCk Janet M. Dardlek 36 Watherburn Road Enole, PA 17025 Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY CAMP HILL COMMUNITY OFFICE 4231 TRINDLE ROAD CAMP HILL, PA 17011 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS 30 _ DAY OF e 19 -f?j A PROMISSORY NOTE FOR $160,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. 1 UNDERSTAND THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, 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 NOTE, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: S S. 1 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 NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. INITIALS: D 5 C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 1 S 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO MY ATTENTION. 0. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. AFFIANT: X ??_\\ (SEAL) David S. Dardlek LASER PRO. RIS_ U.S. PII. B T. M. 01f.. VV. 3 7A Irl I U?CF I PIOSINCII, !M. Au ri0hIs n 6$rvs a. IPA•030 05CARD?C.LN CA OVL I DISCLOSURE FOR CONFESSION OF JUDGMENT Principal $160000.00 Loan Data 12-30-1997 Maturity 12-30-1998 Loan No 30013 Call COMM Collateral SEC Account 138206 Officer CW86 Initials References In the shaded area are for Lender's use only and do not limit the a llcablh of this document to an articular loan or Ilem. Borrower: DOVId S. Dardlck Janal M. Dardlck 36 Welherbum Road Enola, PA 17026 Lender: PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY CAMP HILL COMMUNITY OFFICE 4231 TRINDLE ROAD CAMP HILL, PA 17011 DISCLOSURE FOR CONFESSION OF JUDGMENT 1 AM EXECUTING, THIS DAY OF -TA jC1 , 1fI3 A PROMISSORY NOTE FOR $160,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, 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 NOTE, 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 JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. 1 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 NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LEN ER'S EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. INITIALS: L4A C. AFTER HAVING READ AND DETER INFO WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. AFFIANT: X f , q= ! L/L I ) 44- 41? (SEAL) Je g M. DardlOk LASER PRO. R3a U.S. Ptl. a T.M.Off.. VV. 3.70101907 VI POSINKU. Im. All nanfr rrsUW a. IPA -D30 OSDARDIc.LN CA.OVLI EXHIBIT "G" WHEN RECORDED MAIL TO: Pennsylvania National Bank and Trust Company uo Keystone Loan Operations Attn: Collateral Dept. 130 Court Street, PO Box 3t37 Williamspon, PA 17701 f 3yocb -U S00( j '98 I'M, ((, All 10 59 SPACE ABOVE THIS LINE 19 FOR RECORDER'S USE ONLY MORTGAGE THIS MORTGAGE IS DATED DECEMBER 30, 1997, between Janet M. Russevage, awa Janet M. Dardick, whose address Is 35 Wetherburn Road, Enola, PA 17025 (referred to below as "Grantor"); and PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY, whose address is 4231 TRINDLE ROAD, CAMP HILL, PA 17011 (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms snd mortgages to Lender all of Grantor's right, title, and Interest In and to the following described real property, together with as existing or subsequently erected or affixed buildings, Improvements and fixtures; all streets, lanes, at", passages, and ways; all easements, rights of way, all liberties, privileges, tenements, heredilaments, and appurtenances (hereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (Including stock in utilities with ditch or krigallon rights); and all other rights, royalties, and profits retaling to the real property, including without limitation all minerals, dl, gas, geothermal and similar matters, located In Cumberland County, Commonwealth of Pennsylvania (the "Real Property"): SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE. The Reel Property or Its address Is commonly known as 35 Wetherburn Road, Enols, PA 17025. Grantor presently assigns to Lender all of Grantor's right, title, and Interest in and to all teases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest In the Personal Property and Rents. DEFINITIONS. The following words shell have the following meanings when used In this Mortgage. Terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms In the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Borrower. The word "Borrower' means each and every person or entity signing the Note, Including without limitation David S. Dardick and Janet M. Dardick. Existing Indebtedness. The words "Existing Indebtedness' mean the Indebtedness described below In the Existing Indebtedness section of this Mortgage. Grantor. The word "Grantor" means any and all persons and entities executing this Mortgage, Including without limitation an Grantors named above. The Grantor is the mortgagor under this Mortgage. Any Grantor who signs this Mortgage, but does not sign the Note, is signing this Mortgage only to grant and convey that Grantor's Interest In the Real Property and to grant a security interest In Grantor's Interest In the Rents and Personal Property to Lender and Is not personally liable under the Note except as otherwise provided by contract or law. Guarantor. The word "Guarantor' means and Includes without limitation each and all of the guarantors, sureties, and accommodation parties In connection with the Indebtedness. Improvements. The word Improvements' means and Includes without limitation all existing and future Improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property, Indebtedness. The word Indebtedness' means an principal and Interest payable under the Note and any amounts expended or advanced by Lander to discharge obligations of Grantor or expenses Incurred by Lender to enforce obligations of Grantor under this Mortgage, together with Interest on such amounts as provided in this Mortgage. In addition to the Note, the word Indebtedness" Includes all obligations, debts and liabilities, plus Interest thereon, of Borrower to Lander, or any one or more of them, as well as all claims by Lander against Borrower, or any one of more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of The Note, whether voluntary or otherwise, whether due or not due, absolute or contingent, liquidated or unliquidated and whether Borrower may be liable Individually or Jointly with others, whether obligated as guarantor or otherwise, and whether recovery upon such Indebtedness may be or hereafter may become barred by arty statute of limitations, and whether such Indebtedness may be or hereafter may become otherwise unenforceable. Lender. The word "Lander" means PENNSYLVANIA NATIONAL BANK AND TRUST COMPANY, Its successors and assigns. The Lender Is the mortgagee under this Mortgage. Mortgage. The word 'Mortgage means this Mortgage between Grantor and Lender, and Includes without limitation all assignments and security Interest provisions relating to the Personal Property and Rents. Note. The word 'Note' means the promissory note or credit agreement dated December 30, 1997, In the original principal amount of $150,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property'mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter aTtanhed cr affixed to the Reel Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and logether with all proceeds (including without limitation all insurance proceeds and refunds of premlume) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the property, interests and rights described above In the "Grant of Mortgage" section. Related Documents. The words "Related DocumonlV mean and Include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other Instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future fonts, revenues, income, Issues, royalties, profits, and other benefits derived from the Property. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR UNDER THIS MORTGAGE AND THE RELATED DOCUMENTS. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor walves all rights or defenses ansing by reason of any "one action" or "anti-deacbncy' law, or any other law which may prevent Lender Irom bringing any achon against Grantor. Including a claim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency, before or 0or Lander's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage Is executed at Borrower's request and not at the request of Lander; (b) Grantor has the full power, right, and authority to enter into this Mortgage and to hypothecate the Property; (c) the provisions of this Mortgage do not conflict with, or result In a default under any agreement or other instrument bl.idirg upon Grantor and do not result In a violation of any law, regulation, court decree or order applicable to Grantor; (d) Grantor has established adequate means of obtaining from Borrower on a continuing basis Information about Borrower's financial condition; and (e) Lender has made no representation to Grantor about Borrower (Including without limitation the creditworthiness of Borrower). ' C%1:.1•:37PAGE ?955' 12-30-1997 MORTGAGE 'Pegs 2 Loan No 30013 (Continued) PAYMENT AND PERFORMANCE. Except as otherwise provided In this Mortgage, Borrower shall pay to Lender all Indebtedness socured by this Mortgage as It becomes due, and Borrower and Grantor shall strictly perform all their respective obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor and Borrower agree that Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until in default, Grantor may remain In possession and control of and operate and manage The Property and collecl the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property In tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Hazardous Substances. The terms 'hazardous waste." 'hazardous substance; 'disposal; 'release; and "threatened release; as used In this Mortgage, shall have the same meanings as set forth In the Comprehensive Environmental Response, Compensation, and Liability Act of 1990, as amended, 42 U.S.C. Section 9801, of seq. ('CERCLA), the Superfund Amendments and Reauthorization Act of 1999, Pub. L. No. 99.499 ('SARA'), the Hazardous Materiels Transpodallon Act. 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 8901, at seq., or other applicable stale or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. The terms "hazardous waste and 'hazardous substance shall also Include, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Grantor represents and warrants to Lander that: (a) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous weals or substance by any person on, under, about or from the Property; (b) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (1) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the Property by any prior owners or occupants of the Property or (h) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (c) Except as previously disclosed to and acknowledged by Lender in writing, (1) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from the Property and (Ii) any such activity shall be conducted in compliance with all applicable federal, stale, and local laws, regulations and ordinances, Including without limitation those laws, regulations, and ordinances described above. Grantor authorizes Lender and Its agents to enter upon the Property to make such Inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of The Mortgage. Any Inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence In Investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a) releases and waives any future claims against Lander for Indemnity or contribution In the event Grantor becomes liable for cleanup or other costs under any such laws, and (b) agrees to Indemnity and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or Indirectly suslaln or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or Interest In the Property, whether or not the same WAS or should have been known to Grantor. The provisions of this section of the Mortgage, Including the obligation to Indemnity, Shea survive the payment of the Indebtedness and the satisfaction and reconveyance of the ken of this Mortgage and shall not be affected by Lender's acquisition of any Interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance not commit, permit, or suffer any stripping of or waste on or IO the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), sall, gravel or rock products without the prior written consent of Lender. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lander. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender 10 replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's Interests and to inspect the Property lot purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter In effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest In good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender In writing prior to doing so and so long as, In Lender's sole Opinion, Lender's Interests In the Property are not jeopardized. Lander may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lendeis Interest. Duty to Protect. Grantor agrees neither to abandon nor leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above In this section, which from the character and use at the Property are reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at its option, declare Immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without the Lender's prior written consent, of all or any part of the Real Property, or any Interest In the Real Property. A "sale or transfer' moans the conveyance of Real Property or any right, title or Interest therein; whether legal, beneficial or equitable; whether voluntary or Involuntary; whether by outright sale, deed, Installment sale contract, land contract, contract for deed, leasehold Interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial Interest In or to any land trust holding title to the ROM Property, Of by any other method of conveyance of Real Property Interest. If any Grantor is a corporation, partnership or limited liability company, transfer also Includes any change In ownership of more than twenty-five percent (25%) of the voting stock, partnership Interests or limited liability company Interests, as the case may be, of Grantor. However, this option shall not be exercised by Lender If such exercise Is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Mortgage. Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or an account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. G•anlor shall maintain the Property free of all lions having prionty over or equal to the Interest of Lender under this Mortgage, except for the ken of taxes and assessments not due, except for the Existing Indebtedness (started to below, and except es otherwise provided In the following paragraph. Right To Contest, Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's Interest In the Property Is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or. If a lion is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of Ihs lien, or If requested by Lender, deposit with Lender cash or a sufficient corporate surely bond a other security satisfactory to lender In an amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale undo( the lien. In any contest, Grantor slue defend itself and lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished In the contest proceedings. Evidence of Payment, Urentor shall upon dumrnd lumish to Lerdor sat:ntactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lander at any lime a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lander at least filleon (15) days before any work Is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, malerlalmon s lion, or other lion could be asserted on account of the work, services, or materials. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such Improvements. PROPERTY DAMAGE INSURANCE. The following provisions totaling to Insuring the Property are a part of this Modgago. Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on ¦ replacement basis for the full Insurable value covering all Improvements on the Real Property In an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause In favor of Lender. Grantor shall also procure and maintain comprehensive general liability Insurance In such coverage amounts as Lender may request with Lender being named as additional insureds In such liability Insurance policies. Additionally, Grantor shall maintain such other Insurance, Including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each Insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten (10) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure 10 give such notice. Each insurance policy also shall include an endorsement providing that coverage In favor of Lender will not be Impaitod In any way by any act, omission or default of Grantor or any other person. Should the Real Property at any lime become located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan, up to the maximum policy limits sot under the National Flood Insurance Program, ar as otherwise required by Longer, and to maintain such insurance lot the joint of the loan. 601A 1,,,37 vacr •-1 % 12-30-1997 MORTGAGE Page 3 Loan No 30013 (Continued) Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss II Grantor falls to do so within fifteen (16) days of the casualty. Whether or not Lender's security Is Impaired, Lender may, at Its election, apply the proceeds to [he reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. 11 Lender elects to apply the proceeds to restoration and repair, Grantor shalt repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not In default hereunder, Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to prepay accrued Interest, and the remainder, it any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after paymenl In full of the Indebtedness, such proceeds shall be paid to Grantor. Unexpired Insurance at Sale. Any unexpired Insurance shall Inure to the benefit of, and pass to, the purchaser of the Property covered by this Mortgage at any trustee's sale or other sate held under the provisions of this Mortgage, or at any foreclosure sale of such Property. Compliance With Existing Indebtedness. During the period In which any Existing Indebtedness described below is In affect, compliance with the Insurance provisions contained in the Instrument evidencing such Existing Indebtedness shall constitute compliance with the Insurance provisions under Ibis Mortgage, 10 the extent compliance with the terms of this Mortgage would constitute a duplication of Insurance requirement. If any proceeds firm the Insurance become payable on loss, the provisions In this Mortgage for division of proceeds shall apply only to that portion of the proceeds not payable to The holder of the Exls'ing Indebtedness. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year. Grantor shall furnish to Lender a report on each existing policy of Insurance showing: (a) the name of the Insurer; (b) the risks Insured; (c) the amount of the policy; (d) the property Insured, the then current replacement value of such property, and tha manner of determining that value; and (a) the expiration date of the policy. Grantor she", upon request of Lender, have an Independent appraiser satisfactory to Lender determine the rash value replacement cost of the Property. EXPENDITURES BY LENDER. If Grantor fails to comply with any provislon of this Mortgage, Including any obligation to maintain Existing Indebtedness In good standing as required below, or If any action or proceeding ;s commenced [hat would materially affect Lender's Interests In the Property, Lander on Orantoes behalf may, but sha$ not be required to, take any action that Lender deems approprlals. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the dale Incurred or paid by Lander to the dale of repayment by Grantor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any Installment payments to become due during either (1) the term of any applicable Insurance policy or (II) the remaining term of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Mortgage also will secure payment of Ihese amounts. The rights provided for In [his paragraph shall be In addition to any other rights or any remedies to which Lender may be enhtled on account of the default. Any such action by Lender shalt not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE OF TITLE. The lollowing provisions relating to ownership of the Property are a part of this Mortgage. Title. Grantor warrants that: (a) Grantor holds good and marketable htle of record to the Property In lee simple, free and clear of AN Mons and encumbrances other than those set forth in the Real Property description or In the Existing Indebtedness section below or In any fine Insurance policy, htle report, of final title opinion Issued In favor of, and accepted by, Lender In connection with this Mortgage, and (b) Grantor has the fun right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception In the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action er proceeding Is commenced that questions Grantor's title or the Interest of lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party In such proceeding, but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of Lenders own choke, and Grantor will deliver, or cause to be delivered, to Lender such Instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordhunces, and regulations of governmental authorities. EXISTING INDEBTEDNESS. The following provisions concerning existing Indebtedness (the 'Existing Indebtedness') are a part of this Mortgage. E1iIS11ng Lion. The lion of this Mortgage aeCUrlnq the Indebtedness may be secondary and interior to an a:fstln0 Ilan. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any dafautt on such Indebtedness, any default under the Instruments evidencing such Indebtedness, or any default under any security documents for such indebtedness. Default. If the payment of any Installment of principal or any Interest on the Existing Indebtedness is not made within the time (squired by the note evidencing such Indebtedness, or should a default occur under the Instrument securing such Indebtedness and not be cured during any applicable grace period therein, then, at the option of Lender, the Indebtedness secured by this Mortgage shall become Immediately due and payable, and this Mortgage shall be In dnfaull. No Modification. Grantor shall not enter Into any agreement with the holder of any mortgage or other security agreement which has priority over this Mortgage by which that agreement Is modified, amended, extended, or renewed without the prior written consent of Lender. Grantor snap neither request nor accept any future advances under any such security agreement without the prior written consent 01 Lender. CONDEMNATION. The following provisions relating to condemnation of the Property are a part of this Mortgage. Application of Nat Proceeds. If all or any part of the Property Is condemned by eminent domain proceedings or by any proceeding er purchase In lieu of eondenirletion. Lender may at Its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and allornsys' fees Incurred by Lender In connection with the condemnation. Proceedings. If any proceeding in condemnation is filed. Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choke, and Grantor win deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents In addition to This Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with an expenses Incurred In recording, perfecting or continuing this Mortgage, Including without limitation an taxes, leas, documentary stamps, and other charges for recording or registering this Mortgage. Tail. (he following shall constituta taxes to which this section applies: (3) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (b) a specific tax on Borrower which Borrower Is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (c) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (d) a specific to on all or any portion of the Indebtedness or on payments of principal and Interest made by Borrower. Subsequent Taxes. It any tax to which this section applies is enacted subsequanl to lne date of Ibis Mortgage, ibis event shall have the same effect as an Event of Default (as dohned below), and Lander may exercise any or an of its available remedies for an Event of Default as provided below unless Grantor either (a) pays the tax before it becomes delinquent, or (b) contests the tax as provided above in the Texas and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this mortgage as a security agreement are a part of this mortgage. Security Agreement. This Instrument shall constitute a security agreement to the extent any of the Property constitutes hxlures Of olhor personal property, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage In the real proporty records, Lander may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses Incurred in perfecting or continuing this security interest, Upon default, Grantor shall assemble the Personal Property in a manner and at a place reasonably convenient to Grantor and Lender and make 11 available to Lender within three (3) days after receipt of written demand from Lender. Addresses. The mailing addresses of Grantor (debtor) and Lander (secured party), Irom which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code), ate as staled on the first page of this Mortgage, flank t4 37 im 257 12-30-1997 MORTGAGE Pepe 4 Loan No 30013 (Conllnued) FURTHER ASSURANCES; ATTORNEY-IN-FACT. The fotiowlrg provisions totaling to further assurances and attorney-In-lacl are's part of this Mortgage. Further Assurances. At any time, and from time to time, upon request of Lander, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be sled, recorded, rehled, or rerecorded, as the use may be, at such times and In such offices and pieces as Lender may dam appropriate, any and all such mortgages, dads of trust, security dads, security agreements, financing statements, continuation statements, Instruments of further assurance, certificates. and other documents as may, In the sole opinion of Lender, be necessary or desirable In order to effectuate, complete, perfect, continue, or preserve (a) the obligations of Grantor and Borrower under the Note, this Mortgage, and the Related Documents, and (b) the lions and security Interests created by this Mortgage on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by taw or agreed to the contrary by Lender In writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Altomey-Iri Fact. If Grantor falls to do any of the things referred to In the preceding paragraph, Lender may do so for and In the name of Grantor and at Grantor's expense. For such purposes. Grantor hereby Irrevocably appoints Lender as Grantor's attorney-In-lact lot the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, In Lender's sole opinion, to Accomplish the matters referred to in the preceding paragraph, FULL PERFORMANCE, fl Borrower pays all the Indebtedness when des, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security Interest In the Rents and tto Personal Property. Grantor will pay, it permitted by applicable law, any rasonab:e termination fee as determined by lender from time to time. DEFAULT. Each of the following, at the option of Lender, shall constitute an event of default ("Event of Default") under this Mortgage: Default on Indebledness, Failure of Borrower to make any payment when due on the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or Insurance, or any other payment necessary to prevent filing of or to affect discharge of any Ilan. Compliance Default. Failure of Grantor or Borrower to comply with any other term, obligation, covenant or condition conhinad in this Mortgage, the Note or In any of the Related Documents. Default In Favor of Third PaAles, Should Borrower or any Grantor defsull under any loan, extension of credit, security agreement, purchase or tales agreement, or any other agreement. In favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrowers ability to repay the Nola or Borrower's or Grantor's ability to perform their respective obligations under this Mortgage or any of the Related Documents. False Statements. Any warranty, representation or statement made w furnished to Lender by or on behalf of Grantor or Borrower under this Mortgage, the Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Defective Collalerallntlon. This Mortgage or any of the Related Documents ceases to be In full force and effect (including failure of any collateral documents to crate a valid and perfected security interest or Ilan) at any time and lot any reason. Death or Insolvency. The death of Grantor or Borrower or the dissolution or termination of Grantor or Borrowers existence as a going business, the Insolvency of Grantor or Borrower, the appointment of a receiver for any part of Grantor or Borrower's property, any assignment for The benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Grantor or Borrower. Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not apply In the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which Is the basis of the foreclosure or foraWfure proceeding, provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. Breach of Other Agreement. Any breach by Grantor or Borrower under the terms of any other agreement between Grantor or Borrower and Lender that is not remedied within any grace period provided therein, Including without limitation any agreement concerning any Indebtedness or other obligation of Grantor or Borrower to Lender, whether existing now or later. Existing Indebtedness. A default shall occur under any Existing Indebtedness or under any Instrument on the Property securing any l-xisli g Indebtedness, or commencement of any suit or other action to foreclose any existing lien on the Property. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes Incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. Lender, at Its option, may, but shall not be required to, permit the Guarantors estate to assume unconditionally The obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure the Event of Default. Adverse Change. A material adverse change occurs In Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness Is impaired. Insecurity. Lander In good faith dams itself Insecure. Right to Cure. If such a failure Is curable and if Grantor or Borrower has not been given a no&e of a breach of the Same provision of this Mortgage within the preceding twelve (12) months, II may be cured (and no Event of Default will have occurred) if Grantor Or Borrower, after Lender ands written notice demanding cure of such failure: (a) cures the tailors within fiffan (15) days; or (b) if the cure requires more than fifteen (15) days, Immediately Initiates slops sufficlenl to cure the failure and thoreafior continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lander, at its option, may exercise ¦ny one or more of the following rights and remedess. In addition to any other rights or remedies provided by law: Accelerate Indebtedness. Subject to applicable law, Lender shall have the right at its option without notice to Borrower 10 deWr the entire Indebtedness immediately due and payable, UCC Remedies. With respect to all or any pad of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lander shall have the right, without notice to Grantor or Borrower, to take possession of the Property and Collect the Rents, including amounts put due and unpaid, and apply the not proceeds, over and above Lender's cosh, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. 11 tha Rents are collected by Lender, then Grantor Irrevocably designates Lander as Grantor's attorney-in-fact to endorse instruments received in payment thereof In the name of Grantor and to napohate the same and collect the proceeds. Payments by tenants or other users to Lender In response to Lender's demand shall satisfy the obligations tot which the payments are made, whether or nor any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any pail of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond It permitted by taw. Lender's right to the appointment of a recefver shah exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shell not disqualify a person from serving as a receiver. Judicial Foreclosure. Lander may obtain a judicial decree loreclosing Grantors interest in all or any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby aulhaixes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere, as attorney for lender and all persons claiming under or through Lander, to sign an agreement for entering In any competent court an amicable action in ejectment lot possession of the Property and to appear for and confess judgment ogalnst Grantor, and against all persons claiming under or through Grantor, for the rocovory by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a Copy of this Mortgage vonhad by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ of proceeding whatsoever. Nonludlclat Sale. If permitted by applicable law, Lender may foreclose Grantor's interest in as or in any part of the Personal Property or the Real Property by nonjudmial sale. Deficiency Judgment. Lender may obtain a judgment lot any defk:mncy remaining in the Indebtedness due to Londde# after application of asp amounts received from the exercise of the rights provided in this section. Fail.t 1 •L)' / rmlll MA 12-30-1997 MORTGAGE Page 5 Loan No 30012 (Continued) Tenancy el Sufferance. If Grantor remains In possession of the Property after the Property Is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and than, at Lender's option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property Immediately upon the demand of Lender. Other Remedies. Lander shall have all other rights and remedies provided In this Mortgage or the Note or available at law or In equity. Sate of the Property. To IM extent permitted by applicable law, Grantor of Borrower hereby waive any and all right to have the property marshased. In exercising its rights and remedies, Lender shall be frog to sell all or any part of the Property together or separately, In one sale or by separate sales. Lender shall be entitled to bid al any public sale on all or any portion of the Property. Notice of Sale. Lender shag give Grantor reasonable notice of the time and place of any public safe of the Personal Property or of the time after which any private sale or other Intended disposition of the Personal Property Is to be made. Unless otherwise required by applicable taw, reasonable notice shag mean notice given at least ten (10) days before the time of the sale or disposition. Waiver; Election of Remedies. A waterer by any party of a breach of a provision of this Mortgage shag not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lander to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or take action to perform an obligation of Grantor or Borrows( under this Mortgage after failure of Granlor or Borrower to perform shag not affect Lender's right to declare a default and exercise its remedies under this Mortgage. Attorneys' Fees; Expenses. If Lander Institutes any suit or action to enforce any of the farms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' foes at trial and on any appeal. Whether or not any coat action Is Involved, as reasonable expenses Incurred by Lender that In Lender's opinion are necessary at any Nine for the protection of Its Interest or the enforcement of Its rights shall become a part of the Indebtedness payable on demand and shall bear Interest from the dale of expenditure until repaid at the rate provided for in the Note. Expenses covered by this paragraph Include,'etthoul limitation, however subject to any hmita under applicable taw, Lender's attorneys' fees and Lendoes legal expenses whether or not there is a lawsuit, Including afforneys' fees for bankruptcy proceedings (Including efforts to modify or vocals any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining fine reports (Including foreclosure reports), surveyors' reports, and appraisal leas, end btle Insurance, to the extent permitted by applicable taw. Borrower also win pay any court costs, in addition to all other sums provided by taw. NOTICES TO GRANTOR AND OTHER PARTIES. Unless otherwise provided by applicable law, any notice under this Mortgage shelf be In writing, may be sent by telefsesimse (unless otherwise required by taw), and Shea be effective when aetuatiy, delivered, or when deposited with a nationally recognized overnight courier, or, If mailed, shag be doomed effective when deposited In the United States mall first class, certifted or registered man, postage prepaid, directed to the addresses shown near the beginning of this Mortgage. Any party may change Its address for natant under INS Mortgage by giving formal written notice to the other games, specifying that the purpose of the notice is to charge the party's address. An copies of notions of foreclosure from the holder of any tien which has priority over this Mortgage shall be sent to Lenders address, as shown near the beginning of this Mortgage. For notice purposes, Grantor agrees to keep Lender Informed at all limes of Grantors current address. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a pad of this Mortgage: Amendments. This Mortgage, together wllh any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this Mortgage 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. Annual Reports. If the Property Is used for purposes other than Grantors residence, Grantor shag furnish to Lender, upon request, a confined statement of not operating Income received from the Property during Grantor's previous fiscal year In such form and detan as Lender shall require. 'Nat operating Income shag mean an cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Applicable Law. This Mortgage has been delivered to Lander and accepted by Lender In the Commonwealth of Pennsylvania. This Mortgage WWI be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. Caption Headings. Caption headings to INS Mortgage are for convenience purposes only and are not to be used to Interpret or define the provisions of INS Mortgage. Merger. There shall be no merger of the Interest or estate created by this Malgage with any other interest or estate In the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Multiple Parties. All obligations of Grantor and Borrower under this Mortgage shall be joint and several, and as references to Grantor shah mean each and every Grantor, and all references to Borrower shag mean each and every Borrower. This means that each of the persons signing below is responsible for all obligations In this Mortgage. Severablllty. If a court of competent jurisdiction finds any provision of this Mortgage to be Invalid or unenforceable as to any person or circumstance, such finding shell not render that provision Invalid or unenforceable as to any other persons or circumstances. 11 feasible, any such offending provision shelf be dr emed to be modified to be within the limits of enforceability or validity; however, it the offending provision cannot be so modified, it she% be Wicker and all other provisions of INS Mortgage in all other (aspects shall remain valid and enforceable. Successors and Assigns. Subject to the limitations staled In this Mortgage on transfer of Grantor's Interest, Ibis Mortgage shall be binding upon and Inure to the benefit at the parties, their heirs, personal representatives, successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lander, without notice to Grantor, may deal with Grantors successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Granlor from the obligations of INS Mortgage or Nobility under the Indebtedness. Time Is of the Essence. Time Is at the essence in the performance of this Mortgage. Waivers and Contents. Lendor small not be doomed to have waived any rights under this Mortgage (or under the Related Documents) unless such waver Is In writing and signed by Lender. No delay or omisslon on the part at Lender In exercising any right shelf operate as a wavier of such right or any other right. A waiver by any party of a provision of this Mortgage shag not constitute a waiver of or prejudice the party's right otherwise to demand SUM compliance with that provision or any other provision. No prior waiver by Lander, nor any course of dealing between Lander and Granla or Borrower, shall constitute a waiver of any at Lender's rights or any of Grantor or Borrowers obligations as to any future transactions. Whenever consent by Landes Is required In this Mortgage, the granting of such consent by Lender in any Instance shah not constitute continuing consent to subsequent Instances where such consent Is required. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GRANTOR: x 1111_S L? z V Y Leo et M. Ruseavege, Ja M. Dad ck Signed 'led and del{GJer I the r*nc` f: X WI ass tt Wilma - FOY 437PAGE .959 12-30-1997 MORTGAGE Pepe e Loan No 30013 (Continued) Signed, acknowledged and delivered In the presence of: X wdneea X Witness CERTIFICATE OF RESIDENCE I hereby cerliy, that the precise address of the mortgagse, PENNSYLVANIA NATIONAL DANK AND TRUST MP/y(Y, l Is as follows: 4231 TRINDLE ROAD, CAMP HILL, PA 17011 STATE OF l) yL.?' ?`+?` 1 Notarial Seal Sy Nannccyy D. Patterson, Notary Public ee (?! Ha=en Twp., Cumberland County ; COUNTY OF ?,l U? i_I 1 My Commission Explna July t 3,1 g9o t on this, the day of IOP3 , before m. 1J(1A !? n tZ ? •,?••. the undersigned Notary Public, personally appeared Janet M. Rueeevage swe Janet M. DardlCk, known rte (or alblactoNy p person whose name Is subscribed to the within Instrument, and acknowledged that he or she executed the tame for the purposes If "(1 •4\ \1S ; In witness whereof, I hereunto set my fund and otktW seal. •: j x??•• ? ; ?;. , Notary PubliNaAalfor the l yd'••v 1100 437 CAGE .960 EXHIBIT "A" ALL THAT CERTAIN lot or tract of land situated in East Pennsboro Township, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a point on the western dedicated right of way line of Wetherburn Road (50' wide), at the dividing line of Lot #18 and Lot #19, said point also being located 1,280.92 feet west of the western extremity of an arc connecting the western right of way line of Carol Lane (50' wide) and the southern right of way line of Wetherburn Road (50' wide); thence by Lot #18 North 53 degrees 28 minutes 14 seconds West, a distance of 130.02 feet to a point; thence by line of other lands of Logans Run North 65 degrees 14 minutes 49 seconds East, 120.98 feet to a point; thence by same South 30 degrees 12 minutes 52 seconds East, 93.72 feet to a point; thence by the western right of way line of Wetherburn Road by a curve to the left having a radius of 175.00 feet and an arc length of 71.03 feet to a point, the place of BEGINNING. CONTAINING 9,966 square feet. BEING subject to drainage easement as shown on the hereinafter plan of recording. BEING all of Lot #19 as shown on Plan of Logan's Run, Phase I, recorded in Plan Book 63, Page 99. BEING PART OF THE SAME PREMISES which W. Richard Kreiger and Beverly J. Kreiger, his wife, by deed dated November 5, 1991 and recorded November 6, 1991, in the Office of the Recorder of Deeds in and for Cumberland County in Record Book 35-J, Page 638, granted and conveyed unto Logan's Run Associates, a Pennsylvania General Partnership, consisting of Logan's Run Corporation and S&A Custom Built Homes, Inc., Grantors herein. Lpr;?c r`,?61 G ' ? O idl) ! I w / , r , <.?n.•u, 1 PO 806d437?acr w°61 EXHIBIT "H" PROMISSORY NOTE Principal loan Date $188.000-00 09-29-1998 Maturity 02-28-1999 Loan No 30038 Cell COMM Collateral SEC Account 305700 Officer CW50 initials References In the Shaded area are for Lender's use only and do not limit the applicability this document to an articular loan or item. Borrower: Darcom Technologies, Inc. Lender: Financial Trust Company TT Northeastern Boulevard Camp HIII Nashua, NH 03062 4231 Trlndle Road Camp HIII, PA 17011 Principal Amount: $188,000.00 Initial Rate: 9.250% Dale of Note: September 29, 1998 PROMISE TO PAY. Darcom Technologies, Inc. ("Borrower") promises to pay to Financial Trust Company ("Lender"), or order, In lawful money of the United States of America, the principal amount of One Hundred Eighty Eight Thousand 6 001100 Dollars ($188,000.00), together with Interest on the unpaid principal balance from September 29, 1998, until paid In full. PAYMENT. Borrower will pay this loan In one principal payment of $188,000.00 plus Interest on February 25,1999. This payment due February 28, 1999, will be for all principal and accrued Interest not yet paid. The annual Interest rate for this Note is computed on a 365/360 basis; that Is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid Interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes In an Index which Is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-oay unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tall Borrower the current Index rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The interest fate change will not occur more often than each DAY. The Index currently Is 8260% per annum. The Interest rate to be applied to the unpaid principal balance Of this Note will be at a rate of 1.000 percentage point over the Index, resulting In an Initial rate of 9250% per annum. NOTICE: Under no circumstances will the Interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due. LATE CHARGE. If a payment Is 15 days or more late, Borrower will be charged 5.000%of the regularly scheduled payment. DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (c) Bonower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at the time made or furnished. fe) Borrower becomes Insolvent, a receiver Is appointed for any part of Borrowers property, Borrower makes an assignment for the benehl of creditors. or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or Insolvency laws. (q Any creditor tries to take any of Borrower's property on or in which Lender has a lien or security Interest. This includes a garnishment of any of Borrower's accounts with Lender. (g) Any guarantor dies or any of the other events described in this default section occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is imported. (i) Lender in good faith deems itself insecure. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. Lender may hire or pay someone else to help collect this Note It Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is 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. II not prohibited by applicable law, Borrower also will pay any court costs, In addition to all other sums provided by law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note offer judgment at the interest rate applicable to this Note at the lime judgment is entered. This Note has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. If there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, the Commonwealth of Pennsylvania. This Note shall be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lenders charge and setoff rights provided on this paragraph. COLLATERAL. This Note is secured by, in addition to any other collatera', a Mortgage dated September 29, 1998, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania, a Mortgage dated September 29. 1998, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania, and a Mortgage dated September 29, 1998, to Lender on real property located in Cumberland County, Commonwealth of Pennsylvania, all the terms and conditions of which are hereby incorporated and made a part of this Note. YEAR 2000 PROVISIONS. Year 2000 Issues have not resulted in, and will not result in, a material adverse change to the business, properties, assets, financial Condition, results of operations ce prospects of the Borrower, and have not and will not impair materially the ability of the Borrower to serve and punctually pay or perform any of its obligations awed to the Lentler. From time to time, within twenty (20) days after any request by the Lender, the Borrower shall deliver to the Lender a written report as to its compliance efforts in connection with Year 2000 Issues, the costs incurred to date and the anticipated future costs thereof, and information as to any liability the Borrower expects to incur in connection with Year 2000 Issues, all in such detail as the Lender may reasonably request. In addition, the Borrower shall, upon request of the Lender, permit the Lentler, upon reasonable notice and during normal business hours, to meet with the Borrower's information systems and technologies employees andlof outside providers to discuss the status of the Borrower's compliance efforts in connection with Year 2000 Issues and the actual anticipated Cost thereof. The Borrower shall take all action necessary to ensure that it will be year 2000 Compliant for all mission critical systems on or prior to December 31, 1998 and to ensure that it will be Year 2000 Compliant lot all other major systems on or prior 10 December 1, 1599 such that no material adverse change to the Borrower's business, 09-29.1999 PROMISSORY NOTE Page 2 (Continued) properties, assets, financial condition, results of operations, or prospects will result. For purposes of this provision, "Year 2000 Issues" means the risk that computer applications, (including all software, embedded micro-chips and other processing capabilities) used by or for the benefit of the Borrower may be unable to recognizo or properly perform date-sensitive functions involving certain dates prior to, and any date she,, December 31, 1859, and "Year 2000 Compliant" means that all software, embedded micro hips and other processing capabilities utilized by and material to the Borrower are able to effectively and correctly process data and perform functions for all calendar dates, Including dates in and after the Year 2000. YEAR 2000 DEFAULT. In addition to the other Events of Default described in this Agreement, each of the following shalt constitute an Event of Default under this Agreement: (a) any representation or statement made or furnished to the Lender by or on behalf of the Borrower with respect to year 2000 Issues is false or misleading In any material respect either now or al the time made or furnished, (b) the Borrower fails to meet the deadlines required In this Agreement to be Year 2000 Compliant, (C) the Borrower fads to comply with any other provision of this Agreement relating to Year 2000 Issues, or (d) the Lender determines, In its sole discretion, that there Is a reasonable likelihood that the Borrower cannot be Year 2000 Compliant on or berfore December 1, 1999. BORROWER'S WAIVER AND INDEMNIFICATION. Borrower hereby indemnities and holds harmless Lender and Lender's affiliates and controlling entitles, their respective successors and assigns, and all of their officers, directors, employees and agents (each as "Indemnified Person" and collectively the "Indemnified Persons") against any and all claims, demands, losses, costs, and expenses (including without limitation attorney's fees and costs whether at trial or otherwise, and on any appeal or pefilwn for review) Incurred by any Indemnified Person arising out of or relabng to any Investigatory or remedial action involving the Year 2000 Issues, or on account of the breach of any Indemnified Person pursuant to this Agreement. In addition to this Indemnity, the Borrower hereby releases and waives all present and future claims against the Lender or any Indemnified Person for Indemnity or contribution In the event the Borrower becomes liable for any failure or default under the Year 2000 Provisions of this Agreement. The indemnity and waiver provisions set forth this Section shall survive the payment by the Borrower of the obligations owed to the Lender under this Agreement or any other agreement. CESSATION OF ADVANCES. In addition to the other remedies set forth in this Agreement, it the Lender has made any commitment to make any loan, advance or other extension of credit to the Borrower, whether under this Agreement or under any other agreement or instrument, the Lender shall have no obligation to make any loan, advance or other extension of credit to the Borrower, or to extend credit accommodations to the Borrower of any kind. If, as a result of the Borrower's failure to comply with the provision of this Agreement relating to the Year 2000, a material adverse change in the Borrower's financial condition, properties, business or operations occurs or is likely to result, or if any other event or circumstances has occurred or arisen which is reasonably likely to result in a compliance failure or delaull under the Year 2000 provision of this Agreement. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of Its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by taw, waive presentment, demand for payment, protest and notice of dishonor. Upon any change In the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's secunty Interest In the collateral; and lake any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification Is made. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER 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 NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. By:- (SEAL) 0. Scott DardiCk, President varOC4Rale. Slnov Pay. LASERPR0,14eo U.S. Pa!.&T.M.011.,Ve!]7e1=ItYAe Lis RCSarvKO,lnC.A IIIFQnlelaatlvaC. IPA•Ot00AR COM LN CS OVLI CHANGE IN TERMS AGREEMENT Principal $188,000.00 Loan Date Maturity 06-30-1999 Loan No 30038 Call COMM Collateral SEC Account 305700 Officer CMW83 In8lels. References In the shaded area are for Lender's use only and do not limit the ¦ licabili of this document to an articular loan or Item. Borrower: Darcom Technologies, Inc. 77 Northeastern Boulevard Nashua, NH 03062 Lender: KEYSTONE FINANCIAL BANK, N.A. Camp Nil 4231 Trlndle Road Camp Hill, PA 17011 Principal Amount: $188,000.00 Date of Agreement: May 27, 1999 DESCRIPTION OF EXISTING INDEBTEDNESS. A $188,000.00 Promissory Note to Keystone Financial Bank, NA., (formerly Financial Trust Company) dated September 29, 1998 with a current principal balance of $188,000.00 and accrued unpaid interest due from the 29th day of September, 1998. DESCRIPTION OF CHANGE IN TERMS. Effect" February 28, 1999, Keystone Financial Bank, NA., (formerly Financial Trust Company) and the undersigned hereby agree to extend the maturity date from February 28, 1999 to June 30, 1999, when all outstanding principal and accrued interest shall be due and payable in fun. AMENDMENT TO CREDIT DOCUMENTS THIS AMENDMENT TO CREDIT DOCUMENTS dated as of May 27, 1999, (this "Amendment*) Is entered into by and between Darcom Technologies, Inc., a Corporation organized and existing under laws of the State of Pennsylvania (Borrower) and Keystone Financial Bank, NA., (formerly Financial Trust Company), a national banking association (the Bank' RECITALS: 1. The Bank has previously made, or is concurrently with the signing of this Amendment making, (bans or other extensions of credit to the Borrower, which are or may be evidenced by certain loan or credit agreements, promissory notes, security documents, and all other agreements, contracts and instruments (all of such loan or credit agreements, promissory notes made by the Borrower in lava of the Bank, or entered into by and between the Borrower and the Bank, whether previously entered Into, entered into simultaneously with the execution of this Amendment, or entered Into after the dale of this Amendment, collectively the "Credit Document'). 2. The Bank has requested, and the Borrower has agreed, to amend the Credit Documents as set forth below, In order to add additional provisions to the Credit Documents In connection with the Year 200D Issues (as defined below). NOW THEREFORE, In consideration of the promises, the mutual covenants and agreements contained herein, the Bark's continuing agreement to extend credit under the Credit Documents to the Borrower and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound hereby, the parties hereto agree as follows: Section 1. Amendments to Credit Documents The following defined terms, representations and warranties and covenants are hereby added to and deemed Incorporated Into the Credit Documents. a. Defined Terms. "Year 2000 Complianr means, with respect to any person or entity, all software, embedded micro hips and other processing capabilities utilized by and material to the business operations or financial condition of such person of entity are able to interpret and manipulate data on and involving an calendar dates correctly and without causing any abnormal ending scenario. Including In relation to certain dates prior to, and any date after, December 31,1999. "Year 2000 Issues" means the risk that computer applications used by or for the benefit of the Borrower may be unable to recognize or property perform date-sensifive functions Involving certain dates prior to, and any date after, December 31, 1999. b. Representations Regarding Year 2000 Issues. On the basis of a comprehensive inventory, review and assessment of the Borrower's computer applications and hardware containing micro-chips and an software and other processing capabilities of the Borrower, upon Inquiry made the Borrower's material suppliers and vendors, in the opinion of the Borrowers Senior Management, the Borrower and all such vendors and suppliers will be Year 2000 Compliant before December 1, 1999. c. Covenants. 1. Information Concerning Year 2000 Issues. Within twenty (20) days after any request by the Bank, the Borrower shall deliver to the Bank (A) a written report as to its compliance efforts In connection with the Year 2000 Issues, In such detail as the Bank may reasonably request, (B) a report as to the costs incurred by the Borrower to date, and the additional costs the Borrower expects to incur in connection with the Year 2000 Issues, and (C) a report as to any lieouity which the Borrower expects to incur In connection with Year 2000 issues. Promptly upon receipt by the Borrower thereof, the Borrower shall, upon request of the Bank, permit the Bank upon reasonable notice and during normal business hours, to meet with the Borrowers information systems and technologies employees, outside providers and consultants, accountants and other persons to discuss the status of the Borrower's compliance efforts in connection with the Year 2000 Issues. h Year 2000 Compliance. The Borrower shall take an action necessary to insure that all of the material computer-based systems (including all software, embedded micro hips and other processing capabilities) utilized by or for the benefit of the Borrower are Year 2000 Compliant on or prior to December 1, 1999. Section 2. No Other Amendments or Waivers. The Amendments to the Credit Documents set firth above do not either Implicitly or explicitly after, waive or amend, except as expressly provided in this Amendment, the provisions of the Credit Documents. The amendments sal forth above do not waiver, now or in the future, compliance with any other covenant, term or condition to be pedamed or complied with nor do they impair any rights Of remedies of the Bank under any of the Credit Documents with respect to any such violation. Nothing in this Amendment shall be deemed or construed to be a waiver or release of, or a limitation upon, the Bank's exercise of any of its rights and remedies under any of the Credit Documents, whether ansing as a consequence of any defaults or events of default which may now exist or otherwise, and all such rights and remedies are hereby expressly reserved. Section 3. Rallllcatlon of Terms. Except as expressly amended by this Amendment, the Credit Documents and each and every representation, warranty, covenant, term and condition contained therein are specifically ratified and confirmed. Section 1. Incorporation Into Credit Documents. This Amendment is deemed incorporated into the Credit Documents. To Ina oxlenl that any term or provision of this Amendment is or may be doomed expressly inconsistent with any term or provision of any of the Credit Documents, the terms and Gf . 06-27-1999 CHANGE IN TERMS AGREEMENT Page 2 (Continued) provisions hereof shall control. Section S. Counterparts. This Amendment may be executed In different Counterparts, each of which when executed by the Borrower and the Bank shall be regarded as an original, and as such counterparts shall constitute one Amendment. Section e. Governing Law. This Amendment shall be construed In accordance with and governed by the laws of the State of Pennsylvania, without regard to the provisions thereof regarding conflicts of law. IN WITNESS WHEREOF, the parties hereto, with the intend to be legally bound hereby, have caused this Amendment to Credit Documents to be duly executed by their respective duly authorized representatives es a document under seal, as of the day and year first above wnflen. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and In full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of :he obligation(s) as changed, nor obligate Lander to make any future change In terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). 11 is the inlantlon of Lender to retain as liable parbeo all makers and andonmrs of the Original obliption(s), Including Accommodation parties, unless a party is expressly released by Lender In writing. Any maker or endorser, including accommodation makers, will not be released by virtue of [his Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by It. This waiver applies not only to any Initial extension, modification or release, but also to all such subsequent actions. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER AGREEMENT AND WITH OR WITHOUT FILED, AS OF ANY TERM. CONFESS OR AGAINST BORROWER FIOR HE ENTIRE , PRINCIPAL BALANCE OFF THIS AG EEMENT. ALL ACCRUED INTEREST, LATE CHARGES. AND ANY AND PAD ALL AMOUNTS OR BY LENDER TO ANY ON SUCH AMODUNTS,DTOGEHRVWITH COSTS OF SUIT, ANDOAN ATTORNEYS COMMISSION OF TEN PERCENT (0%) OFrt THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, HIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. HE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST FROM TIME TO TIME AND AT ALL TO1MES UNTIL PAYMENT N ULFL OF ALL AMOUNTS DUEIUN ER THIS AG EMENTB BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REOUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT. HIS AGREEMENT HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED, BORROWER: Dercom Tech lee, Inc. CZ?Q/'^ I By: al iwpR a_ hard, e, Chief Executive Omcer D. Scott DartllCk, President varlabl2 Rd2. eng4PrY. LASERPRO,R20.U.S. Pat, ATM . OIL, VU.026C IG) logo CFI PIoS2rvCn,Inc. All PACII reN.vra. IPA-010 F3 20b CARCOMILN Ca OVLI kill s? `k y iv e. f v$ El'-, COMMERCIAL GUARANTY Principal Loan Date Maturity Loan No Cell COMM Collateral SEC Account 3015700 Officer CW50 Indlela References In the shaded area are for Lender's use only and do not limit the applicability of this document to an articular loan or dam. Borrower: Darcom Technologies, Inc. 77 Northeastern Boulevard Nashua, NH 09062 Lender: Financial Trust Company Camp Hill 4231 Trlndle Road Camp Hill, PA 17011 Guarantor: D. Scott Dardlck and Janet M. Dardlck 35 Wetherbum Road Enols, PA 17025 AMOUNT OF GUARANTY. This Is a guaranty of payment of the Note, Including without limitation the principal Note amount of One Hundred Eighty Eight Thousand d 001100 Dollars ($188,000.00). GUARANTY. For good and valuable consideration, D. Scott Dardlck and Janet M. Dardlck ("Guarantor") absolutely and unconditionally guarantee and promise to pay, Jointly and severalty, to Financial Trust Company ("Lender") or Its order, In legal tender of the United Stales of America, the Indebtedness (as that term Is defined below) of Darcom Technologies, Inc. ("Borrower") to Lender on the terms and conditions set forth In this Guaranty. DEFINITIONS. The following words shall have the following meanings when used In this Guaranty: Borrower. The word 'Borrower" means Darcom Technologies, Inc.. Guarantor. The word "Guarantor' means D. Scott Dardick and Janet M. Dardick, who are signing this Guaranty jointly and severally. Guaranty. The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Lender dated September 29, 1998. Indebtedness. The word Indebtedness' means the Note, Including (a) all principal, (b) all Interest, (c) all late charges, (d) all loan fees and loan charges, and (e) all collection cats and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses Include without limitation all of Lender's attorneys' fees and Lender's legal expenses, whether or not suit is instituted, and attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Lender. The word'Lender' mans Financial Trust Company, its successors and assigns. Hole. The word 'Nola" means the promissory note or credit agreement dated September 29, 1995, In the original principal amount of $111x,000.00 from Borrows( to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean and Include without limitation all promissory notes, credit agreements, loan agreements, environmental agreemonts, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtedness described above, plus all costs and expenses of (e) enforcement of this Guaranty and (b) collection and sale of arty 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 any one time. If Lendor presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the rights of Lender under all guaranties shag be cumulative. This Guaranty shell not (unless specifically provided below to the contrary) affect or invalidate any such other guarantles. 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 limes the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness within the limits set forth In the preceding section of this Guaranty. The obligations of Guarantors shall be joint and several. Lender may proceed against any of the Guarantors Individually, against any group of Guarantors, or against all the Guarantors in one action, without affecting the right of Lender to proceed against other Guarantors for amounts that are covered by this Guaranty. Any Inability of Lender to proceed against any Guarantor (whether caused by actions of a Guarantor or of Lendor) will not affect Lender's nghl to proceed against any or all remaining Guarantors for all or part of the amounts covered by this Guaranty. DURATION OF GUARANTY. This Guaranty will lake 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 fug 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 othor guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shag not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authrin:es 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 lea" equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, Including Increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and rates" any such security, with or without the substitution or new collateral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may chase; (e) to determine how, when and what application of payments and credits Mall be made on the Indebtedness; (f) to apply such security and direct the order or manner of sale thereof, Including without limitation, any non)udicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender In Its discretlon 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 end warrants to Lender that (a) no repiosentations or agreements of any kind have been made to Guarantor which would limit or quaxy in any way the terms of this Guaranty; (b) INA Guaranty is sxscutod at Borrower's request and not at the requost of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (0) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (a) Guarantor has not and will nct, without the prior written consent of Lender,,,n lt? 09-29-1998 COMMERCIAL GUARANTY Page 2 (Conllnued) sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (1) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements prowded 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; (q 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. GUARANTORS 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 resod for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security hold by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (1) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (a) anyone action' or 'anti-deficiency' law or any other law which may prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either Judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of ¦ny 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 an 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. It 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 nght, 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 Guarantees full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver Is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permuted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender as 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 Lentler, whether hold 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 warred by any act or conduct on the parl of Lender or by any neglect to exercise such right of solo" or to enforce such security interest or by any delay in so doing. Every right of setoff and security Interest shall confinue In full force and effect until such right of setoff or security interest is specifically waived or released by an Instrument In wnting executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shalt 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 clam that Lander may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower ci 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 deiivered to Lender. Guarantor agrees, and Lender hereby Is authorized, in the name of Guaranies, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to lake such other actions as Lender dooms necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The lollownng miscellaneous provisions are a pan of this Guaranty Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty Shan be effective unless given in writing and signed by the party or patties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been dotivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. II there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the Courts of Cumberland County, Commonwoslth of Pennsylvania. This Guaranty Shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand All of Lenders costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in Connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor Shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or 09-29-1998 COMMERCIAL GUARANTY Page 3 (Continued) vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be In writing, may be sent by telefseslmile (unless otherwise requited by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited In the United States mad, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such Other Addresses as either party may designate to the other in writing. II there it more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes. Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all case where there Is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shad 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 wcxds "Borrower' and "Guaranto' respectively shall mean all and any one or more of them. The words "Guarantor; 'Borrower; and lender" Include the heirs, successors, assigns, and transferees of each of them. Caption headings In this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any pravislon of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision Invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, it Is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Waiver. Lander shoe 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 omtsslon on the part of Lander 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 Lander, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. CONFESSION OF JUDGMENT, GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY 19 DATED SEPTEMBER 29, logo. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GUARANTOR: ` X ?-? A Y?Q4 (SEAL) Scott DardlCk 6. X W' . A/1 IBM) JOrjet . Dartll?rJt ? LAGER PRO. RIg. U.S. PII. At M- Off -Vv. 3 MCI f aAI CF1 Pra$NVSn. inc. An r-grill nlNvl0. IPA•Et0 0ARC0M L N 00 OVL I DISCLOSURE FOR CONFESSION OF JUDGMENT Principal $188000.00 Loan Date 09-29-1998 Maturity 02-28-1999 Loan No 30038 Call COMM Collateral SEC Account 305700 Officer CWSO Initials References in the shaded area are for Lender's use only and do not limit the applicability of this document to an amcular loan or item. Borrower: Darcom Technologies, Inc. Lender: Financial Trust Company 77 Northeastam Boulevard Camp HIII Nashua, NH 03062 4231 Trlndle Road Camp Hill, PA 17011 Guarantor: D. Scott Dardlck and Janet M. Dardltk 36 Wether0urn Road Enola, PA 17026 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS Zy+ DAY OF SecciFVVlf l , 19CII, A GUARANTY OF A PROMISSORY NOTE FOR 1196,000.09 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTMIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT '^J'UDnGMENT, AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT TO LENDER'S ENTERING PROVISION. INITIALS: ,? Ull 0. 1 FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FILL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, 1 AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TQ LE/}DE 'S? qEXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. INITIALS:. ?V 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 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. 0. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS 110.000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. AFFIANT: X )?4 , ?? & U I (SEAL) 0. Scott DardIck X gWd- &P1271 J,4 (SEAL) Ja . Derdlck LASER PRO. PIa U.S PAt. L T.M. Off.. Vol, 3 28101991 CFI P,0SV vC U. lft , All npn11 rU1'v10 IPA -030 OAPCOM .% C] OVLI AI?.Y° ?tiyt - rr??x; :. r?k?' ?? _;_ ?'-t. ?`, .. ,. ?; ; f?:,, ? , w? , ?? g?'? .; `. ?? »;^. ? . .'`. p5 t ??. ?.r ?d ¢, ??'_'..; ?? ? `J" :: ` . , ... ?y. '" .. ?'?.- `., a, ?sa,L+m..re -.:-rt, .a.. x-ra..,? .?. ,,..., r. .,, . ,. _, a.p_,. w2w _ arww.fry.„ ...,aNC 4 r. :3(c3s?? , WHEN RECORDED MAIL TO: Financial Trust Company Go Keystone Loan Operations ATTN: Collateral Dept. 170 Court Street, Po Box 7167 Williamsport, PA 17701 OLIN T! - I'A '98 OCT 22 flM 10 41 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY MORTGAGE THIS MORTGAGE IS DATED SEPTEMBER 29, 1998, between Janet M. Russevage s/k/e Janet M. Dardick, whose address Is 35 Wetherburn Road, Enola, PA 17025 (referred to below as "Grantor"); and Financial Trust Company, whose address is 4231 Trindle Road, Camp Hill, PA 1170111, (referred to below as "Lender"). GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, Iransfers, releases, confirms and mortgages to Lender all of Grantor's rphf, title, and interest in and to the following described real property, together with an exlsfing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, aneys, passages, and ways; an easements, rights of way, all Ilberbes, privileges, tenements, heredilaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reverslons and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and AN other rights, royalties, and profits relating to the real property. Including without limitation all minerals, oil, gas, geothermal and similar matters, located In Cumberland County, Commonwealth of Pennsylvania (the "Reel Property"): SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE. The Real Property or Its address is commonly known as 35 Wetherburn Road, Enola, PA 17025. Grantor presently assigns to Lender all of Grantor's right, title, and interest In and to all leases of the Property and an Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security Interest in Ina Personal Property and Rents. DEFINITIONS. The following words shall have the following meanings when used In this Mortgage. Terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. Borrower. The word "Borrower* means each and every person or entity signing the Note, Including without limitation Darcom Technologies, Inc. Existing Indebtedness. The words "Existing Indebtedness" mean the indebtedness described below In the Existing Indebtedness section of this Mortgage. Grantor. The word "Grantor' means any and all persons and enlNes executing this Mortgage, Including without limitation all Grantors named above. The Grantor Is the mortgagor under this Mortgage. Any Grantor who signs this Mortgage, but does not sign the Note, is signing this Mortgage only to grant and convey that Grantor's interest in the Real Property and to grant a security Interest In Grantor's Interest in the Rents and Personal Property to Lender and Is not personally liable under the Note rxcept as otherwise provided by contract or law. Guarantor. The word *Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with the Indebtedness. Improvements. The word "Improvements' means and includes without limitation all existing and future improvements, buildings, stroolures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word *Indebtedness' means all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Lender to enforce obligations of Grantor under this Mortgage, together with Interest on such amounts as provided in this Mortgage. In addition to the Note, the word' Indebtedness' includes an obligations, debts and liabilities, plus Interest tnerson, of Borrower to Lender, or any one or more of them, as wen as all claims by Lender against Borrower, or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, absolute or contingent, liquidated or unllquidatod and whether Borrower may be liable individually or jointly with others, whether obligated as guarantor or otherwise, and whether recovery upon such Indebtedness may be of hereafter may becom4?pnad by any statute of limitations, and whether such Indebtedness may be or hereafter may become otherwise unenforceable. (Initial Here 9 ` )( Lender. The word 'Lender" means Financial Trust Company, its successors and assigns. The Lender is the mortgagee under this Mortgage. K Mortgage. The word "Mortgage' moans this Mortgage between Grantor and Lender, and includes without limitation all assignments and security Interest provisions relating to the Personal Property and Rents. Note. The word 'Note* means the promissory note or credd agreement dated September 29, 1999, In the original principal amount of $188,000.00 from Borrower to Lender, together with an renewals of, extensions of, modifications of, refinancings ol, consolidations of, and substitutions for the promissory note or agreement. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words 'Personal Property mean all equipment, futures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and 8110ions to, all replacements of, and all substitutions for, any of such property; and together with all prOCeetls (Including without limitation all insurance proceeds and refunds of pram from any sale or other disposition of the Property. Property. The word "Propertye means collectively the Real Property and the Personal Property. tt ud,191 nc-E i10 09-29-1998 MORTGAGE Page 2 (Continued) Reel Property. The words "Real Property" mean the property, interests and rights des-Abed above in the "Grant of Mortgage' Section. Related Documents. The words 'Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranies. security agreements, mortgages, peeps of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word 'Rents' means all present and future rents, revenues, income. Issues, royalties, profits, and other benefits derived from the Property. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR UNDER THIS MORTGAGE AND THE RELATED DOCUMENTS. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WAIVERS. Grantor waives all rights or defenses ansing by reason of any "one action" of 'anti-deficiency" law, of any other law which may prevent Lender from bringing any action against Grantor, Including a claim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage is executed at Borrower's request and not at the request of Lender; (b) Grantor has the full power, right, and authority to enter Into this Mortgage and to hypothecate the Property; (c) the provisions of this Mortgage do not conflict with, or result In a default under any agreement or other Instrument binding upon Grantor and do not result in a violation of any law, reputation, court decree or order applicable to Grantor; (d) Grantor has established adequate means of obtaining from Borrower on ¦ continuing basis information about Borrower's financial condition; and (e) Lender has made no representation to Grantor about Borrower (Including without limitation the creditworthiness of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower shall pay to Lender all Indebtedness secured by this Mortgage as it becomes due, and Borrower and Grantor shall strictly perform all their respective obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor and Borrower agree that Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until in default, Grantor may remain In possession and control of and operate and manage the Property and collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property In tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve Its value. Hazardous Substances. The terms 'hazardous waste; "hazardous substance; 'disposal," *release." and "threatened release; as used In this Mortgage, shall have the same meanings as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1960, as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA'), the Superfund Amendments and Reauthorization Act of 1966, Pub. L. No. 99499 (-SARA-), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at sag., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. The terms "hazardous waste" and "hazardous substance" shall also Include, without limitation, petroleum and petroleum by-products or any fraction (hereof and asbestos. Grantor represents and warrants to Lender that: (a) During the period of Grantor's ownership of the Property, there has bean no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, about or from the Property, (b) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (I) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the Property by any prior owners or occupants of the Property or (It) any actual or threatened litigation of claims of any kind by any parson relating to such matters; and 0) Except as previously disclosed to and acknowledged by Lender In writing, (1) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, untler, about or from the Property and (i1) any such activity shag be conducted in compliance with all applicable federal, slate, and local laws, regulations and ordinances, including without limitation those laws, regulations, and ordinances descnbed above. Grantor authorizes Lender and its agents to enter upon the Property to make such Idspechons and tests, al Grantor's expense, as Lender may doom appropriate to determine compliance of the Property with this section of the Mortgage. Any Inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's duo diligence In Investigating the Property for hazardous waste and hazardous substances. Grantor hereby (a) releases and waives any future claims against Lender for Indemnity or contribution in the event Grantor becomes (able for cleanup or other costs under any such laws, and (b) agrees to indemnity and hold harmteas Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the Mortgage, including the obligation to indemnity, shall survive Ina payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest In the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas). soil, gravel or rock products without the prior written consent of Lander. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property wltnout the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with improvements of at least equal value. Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance with Governmental Requirements. Grantor Shall promptly comply with all laws, ordinances, and regulations, now Or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so tong as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's Interests in the Property are not leopaft izedLentler may require Grantor to post adequate Security or a surety bond, reasonably satisfactory to Lender, to protect Landor's interest. otity to Protect. Grantor agrees neither to abandon not leave unattended the Property. Grantor shall do an other acts, in addition to those acts Sol forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve Ins Property. DUE ON SALE - CONSENT BY LENDER. Lender may, at its option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without the Lender's prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A "sale or aukf4ftwt lit 09-29-'398 MORTGAGE Page 3 (Continued) transfer' means the conveyance of Real Property or any right. Idle or interest therein; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outnght sale, deed, installment sale contract, land contract, contract for deed, leasehold Interest with a term greater than three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of Real Property interest. 11 any Grantor is a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership Interests or limited liability company Interests, as the case may be, of Grantor. However, this option shall not be exercised by Lender it such exercise is prohibited by federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Mortgage. Payment. Grantor shall pay when due (and In all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the Interest of Lender under this Mortgage, except for the lien of taxes and assessments not due, except for the Existing Indebtedness referred to below, and except as otherwise provided in the following paragraph. Right To Contest. Grantor may withhold payment of any lax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's Interest In the Property is not Jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the hen arises or, If a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or If requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender In an amount sufficient to discharge the lien plus any costs and attorneys' fees or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend Itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any suety bond furnished In the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and she" authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other hen could be asserted on account of the work, services, or materials and the cost exceeds $5,000.00. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage. Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property In an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause In favor of Lender. Grantor shall also procure and maintain comprehensive general lablfity Insurance in such coverage amounts as Lender may request with Lender being named as additional Insureds In such liability insurance policies. Adtldionefly, Grantor shall maintain such other insurance, including but not limited to hazard, business Interruption and bolter Insurance as Lender may require. Policies shall be written by such insurance companies and In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of ten (10) days' prior written notice to Lender and not containing any disclaimer of the Insurer's liability for failure to give such notice. Each Insurance policy also shall Include an endorsement providing that coverage In favor of Lender will not be impaired In any way by any act, omission or default of Grantor or any other person. Should the Real Property at any time become located In an area designated by the Director of the Federal Emergency Managemunt Agency as a special food hazard area, Grantor agrees to obtain and maintain Federal Flood insurance for the full unpaid principal balance of the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property it the estimated cost of repair or replacement exceeds $500.00. Lender may make proof of loss If Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security Is Impaired, Lender may, at its election, apply the proceeds to the reduction of the Indebtedness, payment of any lion affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shag repair or replace the damaged or destroyed Improvements In a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor Is not In dofaull under this Mortgage. Ary proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued Interest, and the remainder, 8 any, shag be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor. Unexpired Insurance at Sale. Any unexpired Insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Mortgage at any trustees sale or other sale held under the provisions of this Mortgage, or at any foreclosure sale of such Property. Compliance with Existing Indebtedness. During the period in which any Existing Indebtedness described below is In effect, compliance with the Insurance provisions contained in the instrument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Mortgage, to the extent compliance with the terms of (his Mortgage would constitute a duplication of Insurance requirement. If any proceeds from the insurance become payable on loss, the provisions in this Mortgage for division of proceeds shall apply Only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shalt furnish to Lender a report on each existing policy of insurance showing; (a) the name of the insurer; (b) the risks insured; (C) the amount of the policy; (d) the property Insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the Cash value replacement cost of the Property. EXPENDITURES BY LENDER. If Grantor fails to comply with any provision of this Mortgage, including any obligation to maintain Existing Indebtedness in good standing as required below, or if any action or proceeding is commenced that would materially affect Lender's Interests in the Property, Under on Grantors behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing wig bear interest at the rate provided for in the Note from the dale incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at Lenders option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable Willi arty installment payments to become due during either (it the term of any applicable insurance policy or lilt the remaining term of the Note, or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. This Mortgage also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any Other rights or any remedies to which Lender may be entitled on account of the default. Any Such action by Lender shall not be construed as cuing the default so as to bar Lender from any remedy that it otherwise would have had. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. KueiViw R2 09-29-MB MORTGAGE Page 4 (Continued) WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a pad of this Mortgage. Title. Grantor wahanb Thal: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or In the Existing Indebtedness section below or in any title Insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and (b) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in Ins proceeding and to be represented In the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws, Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmeniet authorities. EXISTING INDEBTEDNESS. The following provisions concerning existing indebtedness (the 'Existing Indebtedness") are a part of this Mortgage. Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and Inferior to an existing lion. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such Indebtedness, any default under the instruments evidencing such Indebtedness, or any default under any security documents for such indebtedness. Default. If the payment of any installment of principal or any Interest on the Existing Indebtedness Is not made within the time required by the note evidencing such Intlebtedness, or should a default occur under the Instrument securing such indebtedness and not be cured during any applicable grace period therein, then, at the option of Lender, the Indebtedness secured by this Mortgage shall become Immediately due and payable, and this Mortgage shall be in default. No Modification. Grantor shall not enter into any agreement with the holder of any mortgage or other security agreement which has priority over this Mortgage by which that agreement is modified, amended, extended. or renewed without the prior written consent of Lender. Grantor shall neither request nor accept any future advances under any such security agreement without the prior written consent of Lender. CONDEMNATION. The following provisions relating to condemnation of the Property are a pad of this Mortgage. Application of Net Proceeds. It all or any pad of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its elation require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award shot payment of all actual costs, expenses, and attorneys' fees Incurred by Lender In connection with the condemnation. Proceedings. If any proceeding in condemnation Is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeduq, but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of its own choke, and Grantor will deliver or cause to be delivered to Lender such Instruments as may be requested by d from time to time to permit such participation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a pad of this Mortgage: Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents In addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lion on the Real Property. Grantor shall reimburse Lender lot all taxes, as described below, together with all expenses incurred In recording, perfecting or continuing this Mortgage, including without limitation as taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (a) a specific tax upon this type of Mortgage or upon all or any pad of the Indebtedness secured by this Mortgage; (b) a specific tax on Borrower which Borrower is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (c) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and (d) o specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Borrower, Subsequent Taxes. If any lax to which this Section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default (as defined below), and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (a) pays the lax before it becomes delinquent. or (b) contests the tax as provided above In the Taxes and Lions section and deposits with t ender cash or a sufficient corporate surety bond or other security satisfactory to Lander. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a pad of this Mortgage. Security Agreement. This Instrument shall constitute a security agreement to the extent any of the Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party ender the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lander, Grantor shall execute financing statements and take whatever other action is requested by Lander to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage In the real ptopedy records. Lander may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall assemble the Personal Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party), from which information concerning the security interest granted by this Mortgage may be obtained (each as requited by the Uniform Commercial Code), are as slated on the first page of this Mortgage. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-+n-fact are a pad of this Mortgage. Further Assurances. At any time, and from time to time, upon request of Lander, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, fabled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, cerbficales, and other documents as may, in the sole opinion of Lender, be necessary of desirable in order to effectuate, complete, perfect, continue, of preserve (a) the obligations of Grantor and Borrower under Ine Note, this Mortgage, and Ise Related Documents, and (b) the bens and security interests created by this Mortgage on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or agreed to the contrary by Lender in writing, Grantor Shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in tnis psraprapn, e- d01491 ra r W 09-29-1998 MORTGAGE Page 5 (Continued) Attorney-In-FeCI. If Grantor fails to do any of the things referred to In the preceding paragraph, Lender may do so for and In the name of Grantor and at Grantor's expense. For such purposes. Grantor hereby Irrevocably appoints Lender as Grantor's attorney-In-facl for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to In the preceding paragraph. FULL PERFORMANCE. It Borrower pays all the Indebtedness when due, and otherwise performs all the obligations Imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination lee as determined by Lender from time to time. DEFAULT. Each of the following, at the option of Lender, Shall constitute an event of default ('Event of Default] under this Mortgage: Default on Indebtedness. Failure of Borrower to make any payment when due on the Indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or Insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Compliance Default. Failure of Grantor or Borrower to comply with any other term, obligation, covenant or condition contained in this Mortgage, the Note or In any of the Related Documents. Default In Favor of Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement. In favor of any other creditor or person that may materially allect any of Borrower's or any Grantor's property or Borrowers ability to repay the Note or Borrower's or Grantor's ability to perform their respective obligations under this Mortgage or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor or Borrower under this Mortgage, the Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished. Defective Collaterallzalion. This Mortgage or any of the Related Documents ceases to be In full force and effect (Including failure of any collateral documents to create a valid and perfected security interest or lion) at any time and for any reason. Insolvency. The dissolution or termination of Grantor or Borrower's existence as a going business, the Insolvency of Grantor or Borrower, the appointment of a receiver for any pad of Grantor or Borrower's property, any assignment lot the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor or Borrower, Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Grants or by any governmental agency against any of the Property. However, this subsection shall not apply In the event Of a good faith dispute by Grantor as to the validity or reasonableness of the claim which Is the basis of the foreclosure or forelodurs proceeding, provided that Grantor gives Lender written notice of such claim and furnishes reserves or a surety bond for the claim Satisfactory to Lender. Breach of Other Agreement. Any breach by Grantor or Borrower under the terms of any other agreement between Grantor or Borrower and Lender that Is not remedied within any grace period provided therein, including without limitation any agreement concerning any Indebtedness or other obligation of Grantor or Borrower to Lender, whether existing now or later. Existing Indebtedness. A default shall occur under any Existing Indebtedness or under any instrument on the Property sscuring any Existing Indebtedness, or commencement of any suit of other action to foreclose any existing lion on the Property. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity ol, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith deems itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Lender, al Its option, may exercise any one or more of tiro following rights and remedies, In addition to any other rights or remedies provided by law: Accelerate Indebtedness. Subject to applicable law, Lender shall have the tight at its option without riches to Borrower to declare the entire Indebtedness Immediately due and payable. UCC Remedies. With respect to an or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor or Borrower, to take possession of the Property and collect the Rents, Including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use lees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall sstnty the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise Its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any pan of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rants from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if parmitted by law. Lender's right to Ibe appointment of a receiver shall exist whether or not the apparent value of the Property excoeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Possession of the Property. For the purpose of procuring possession of the Property, Grantor hereby allthonzes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania or elsewhere, as ahornoy for Lender and all persons claiming under of through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of Possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued lonhwilh, without any prior wril or proceeding whatsoever. Nonjudiciat Sale. If permitted by applicable law, Lender may foreclose Grantor's Interest in all or in any part of the Personal Property or the Real eouk14ftna 114 09-29-1998 MORTGAGE Page 6 (Continued) Property by nonjud,cul tale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy of Sufferance. it Grantor ismains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession or the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender '6 option, either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have AN other rights and remedies provided in this Mortgage or the Note or available at law or In equity. Sole of the Property. To the extent permitted by applicable taw, Grantor or Borrower hereby waive any and all right to have the property marshalled. In uercismg its rights and remedies, Lender shall be free to Wt all or any part of the Property together or separately, In one sale or by separate sales. Lender shall be entitled to bid at any public sale on an or any portion of the Property. Notice of Sale, Lender shah give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale of other intended disposition of the Personal Property Is to be made. Unless otherwise required by applicable law, reasonable notice shah mean notice given at least ten (10) days before the time of the sale or disposition. Waiver; Election Of Remedies. A waiver by any party of a breach of a provision of this Mortgage shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy shall not exclude pursuil of any other remedy, and an election to make expenditures or take action to perform an obligation of Grantor or Borrower under this Mortgage after failure of Grantor or Borrower to perform shall not affect Lender's right to declare a default and exercise Its remedies under this Mortgage. Attorneys' Fees; Expenses. If Lender mshtutes any suit or action to enforce any of tho terms of this Mortgage, Lender shah be entitled to recover such sum AS IM Court may adjudge reasonable as attorneys' fees at trial and on any appeal. Whether or not any court action Is Involved, all reasonable expenses incurred by Lender that In Lender's opinion are necessary at any time for the protection of Its interest or the enforcement of Its rights shall become a pad of the Indebtodnots payable on demand and shall boar interest from the date of expenditure until repaid at the rate provided fa rn the Note. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable taw, Lender's attorneys' Ins and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, oblainup title imports pncluding foreclosure reports), surveyors' reports, and appraisal fees, and title Insurance, to the extent permitted by applicable law. Borrower also will pay any court costs, in addition to all other sums provided by law. NOTICES TO GRANTOR AND OTHER PARTIES. Unless olherwise provided by applicable taw, any notice under this Mortgage shall be In writing, may be sent by lelefanimile (unless olherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, at, it mailed, shall be doomed effective when deposited In the United States mail first class, certified or registered mail, postage prepaid, duected to the addresses shown near the bogmnmg of this Mortgage. Any party may change Its address for notices under this Mortgage by giving formal written nonce go the other parties, specifying that the purpose of the notice is to change the padys address. All copies of notices of foreclosure from the holder of any hen which has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Modgagw fat notice purposes, Grantor agrees to keep Lender informed at all limes of Grantor's current address. MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with Any nolated Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteraton of or amendment to this Mortgage shall be affective unless given in writing and signed by the patty a, parties sought to be charged of bound by the alteration or amendment. Annual Reports. If the Properly Is used for purposes other than Grantors residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's prowous fiscal year in such form and detail as Lender shell require. 'Niel operating Income' shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Applicable Law, This Mortgage has been delivered to Lender and accepted by Lender In the Commonwealth of Pennsylvania. This Mortgage shell be governed by and construed In accordance with the laws of the Commonwealth of Pennsylvania. Caption Headings. Caption headings in this Mortgage ere for convenience purposes only and are not to be used to Interpret or define the provisions of this Mortgage. Merger. There Mall be no mergof of the interest of estate created by this Mortgage with any other Interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Multiple Partin; Corporate Authority, All obligations of Grantor and Borrower under this Mortgage shall be joint and several, and all references to Orenlof shall moan each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each of the persons signing below is responsible lot all obligations in this Mortgage. Where any one or more of the Grantor or Borrowers are corporations, partnerships or similar entities, it is not necessary for Lender to inquire into the powers of any of the Grantor or Borrowers or of the offiears, dueclors, partners, of agents acting or purporting to act on their behalf, and any Indebtedness made or created In reliance upon the professed sirorou of such powers shall be guaranteed under this Mortgage. Soverabllity. 11 a court of competent jurisdiction finds any provision of this Mortgage to be invalid or unenforceable as to any person or uroumstance, such finding shall not fonder that provision invalid or unenforceable as to any other persons or circumstances. It feasible, any such offending provision shall be doomed to be modified to be within the limns of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of tins Mortgage in all other respects shall remain valid and enforceable. Successors and Assign. Subject to the limitations staled in this Mortgage on transfer of Grantor's interest, this Mortgage shall be binding upon and inuro to the benefit of Ina Parties, Ins]( hairs, personal representatives, successors and assigns. If ownership of the Property becomes vested in a person ether than Gionlof, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness Time Is of the Essence. Time is of the essence in the performance of this Mortgage. Waiver$ and Consortia. Lender shall not be doomed to have waived any rights under this Mortgage (or under the Related Documents) unless such waiver is in carding and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such fight or any other fight. A waiver by any party of A provision of this Mortgage shall not constitute a waiver of or prejudice the party's right olhsrwrta to duni stool compliance with Thal provision or any other provision. No prior waiver by Lender, nor any course of dealing between 806M1491no 115 09-29-1998 MORTGAGE Page 7 (Continued) Lender and Grantor or Borrower, shall constitute a waiver of any of Lender's rights or any of Grantor or Son owees obligallons as to any future transactions. Whenever consent by Lender is required in this Mortgage, the granting of such consent by Lender In any Instance shall not constitute continuing consent to subsequent Instances where such consent is required. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GRANTOR: X ?rrstce ), at M. Russavage et M. Dardldt Signed, led d and dPPPII?(lBrad In the presence of: X / 'l , r` W ne X Witness CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee, Financial Trust Company, herein Is as follows: 1291 Tnndle Road, Camp HIS, PA 17011 //"j-- ? Allonlly aAarnl for Mnlgrau INDIVIDUAL ACKNOWLEDGMENT STATE OF 00" 1.? V6111 P, 14 1 )68 COUNTY OF CUM?V'IrA-..L-- 1 Qt '16,'fhii. Z 7). day of S Gt,? 1B q?, before me 14Lhc4t., L.- F 1n ?u • the peraonaay app red Janet M. Russavege Mda Janet M. Dardlck, known to me (or satisfactorily proven) to be the person .un06nigned'N0?r1'•PupWO7 whose paths Is subsc}ibsd to the within Instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereotl hereunto set my / t• ..•. - . MUhWe L. NuNer, Notary Pudrc ? .. Nanvoon Twp.. Cumberland Comfy ,L,.:.•;:' MY Co mrurshon ErMras Jan. 13.2001 Notary Public in and for the State of ?Gnr13 ??h/Un,.L. eo0K1991tw 116 EXHIBIT "A" ALL THAT CERTAIN lot or tact of land situated in East Pennsboro Township, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a point on the western dedicated right of way line of Wetherburn Road (50' Wide), at the dividing line of Lot #18 and Lot #19, said point also being located 1,280.92 feet west of the western extremity of an arc connecting the western right of way line of Carol Lane (50' wide) and the southern right of way line of Wetherburn Road (50' wide), thence by Lot #I8 North 53 degrees 28 minutes 14 seconds West, a distance of 130,02 feet to a point, thence by fine of other lands of Logans Run North 65 degrees 14 minutes 49 seconds East, 120.98 feet to a point; thence by same South 30 degrees 12 minutes 52 seconds East, 93.72 feet to a point; thence by the western right of way line of Wetherburn Road by a curve to the left having a radius of 175.00 feet and an arc length of 71.03 feet to a point, the place of BEGINNING. Containing 9,966 square feet. BEING subject to drainage easement as shown on the hereinafter plan of recording. BEING all of Lot #19 as shown on Plan of Logan's Run, Phase I recorded in Plan Book 63, Page 99. mr?q/IVnnia 1 (t U6 the iffice iar :he recording of Decd: n t eland County ;]r.?. vol =Page I ' Tr hJr1 'I :.• I G} Gltl qq k rH Ihi:aLda o o Y 19_ G eookMipia U7 EXHIBIT "K" MCNEES, WALLACE & NURICK ATTORNEYS AT LAW 100 PINE STREET P. O, BOX Ilea HARRISBURG, PA 17100.0166 Tnc?noN[ 17171232.8000 Fat 17171237.5300 httpJtw%;; mwn.com CHAD P. PHIPPS DIRECT DIAL: (717) 231.3410 E-MAIL ADDRESS: CPHIPPSOMWN.COM September 3, 1999 Steven M. Dardick, Chief Executive Officer Darcom Technologies, Inc. 3 Bud Way, Suite 25 Nashua, NH 03062 Re: Keystone Financial Bank, N.A. Darcom Technologies, Inc. Our File No. 19128.0016 Dear Mr. Dardick: FILE COPY VIA FACSIMILE [603-886-58881 and FIRST CLASS U.S. MAIL Please be advised that this office serves as legal counsel to Keystone Financial Bank, N.A., successor by merger to Financial Trust Company and Pennsylvania National Bank and Trust Company (the "Bank"). As you know, Darcom Technologies, Inc. ("Darcom") presently has three outstanding loans with the Bank. The outstanding indebtedness with respect to these three loans, as of August 18, 1999, is as follows: Date of the Loan 1.) 12/17/96 2.) 11/13/97 3.) 9/29/98 Original Amount of the Loan $ 250,000 Line of Credit $ 600,000 Line of Credit $ 188,000 Term Note Payoff Amount as of 8/18/99 $ 252,222.74 $ 593,540.71 $ 213,321.84 The aforementioned loan payoff figures include accrued interest and late charges only through August 18, 1999. Darcom also owes the Bank additional interest and late charges which accrue subsequent to August 18, 1999, as well as the Bank's attorneys' fees and other costs incurred both prior hereto and hereafter in attempting to collect the indebtedness. In addition, Darcom shall continue to be obligated to pay to Bank any other amounts as provided in the documentation executed in association with the aforementioned loans, The total amount outstanding under the three Darcom loans, as well as any and all other attorneys' fees, costs, charges, etc., which Bank is entitled to recover from Darcom pursuant to the loan documentation, is hereinafter collectively referred to as the "Darcom Indebtedness." • COLUMBUS, OH WASHINGTON, O.C. Mr. Steven M. Dardick, Chief Executive Officer September 3, 1999 Page 2 The $250,000 line of credit is evidenced by the Business Loan Agreement and the Promissory Note (the 111996 Note"), each dated December 17, 1996, executed by Darcom in favor of the Bank. Under the 1996 Note, the Bank may demand payment in full at any time, whether or not there has been a default by Darcom. The 1996 Note is secured by a Commercial Security Agreement, dated December 17, 1996, whereby Darcom granted to Bank a first lien in its accounts and inventory, as well as a lien subject to the lien of U.S. Computer Systems, Inc, d/b/a Dynatech Wireless Technologies, Inc. ("Dynatech") with respect to Darcom's other assets. The 1996 Note is further secured by the Commercial Guaranty of David Scott Dardick and Janet M. Dardick and the Commercial Guaranty of Dardick Technical Services, Inc., each dated December 17, 1996. The $600,000 Business Manager line of credit is evidenced by the loan commitment letter and the Business Loan Agreement, each dated November 13, 1997 (the "1997 Business Manager Line"). As you know, the 1997 Business Manager Line documentation governs the relationship between the Bank and Darcom regarding the Bank's funding and purchase of Darcom's receivables. The 1997 Business Manager Line is secured by a Commercial Security Agreement, dated November 13, 1997, whereby Darcom granted to Bank a first lien security interest in all of is accounts receivable and proceeds therefrom. In addition, the 1997 Business Manager Line is secured by the Commercial Guaranty of Thomas Dardick, and an accompanying Open-End Mortgage from Thomas Dardick and Kathleen Vickroy to Bank, each executed on November 13, 1997. The 1997 Business Manager Line is further secured by the Commercial Guaranty of Steven Dardick, and an accompanying Open-End Mortgage from Steven and Necia Dardick to Bank, each executed on November 13, 1997. Furthermore, the 1997 Business Manager Line is secured by the Commercial Guaranty of David Scott Dardick, and an accompanying Open-End Mortgage from Janet Russavage a/k/a Janet Dardick to Bank, each dated November 13, 1997. The $188,000 term loan is evidenced by the Promissory Note from Darcom to Bank dated September 29, 1998 (the "1998 Note"). The 1998 Note matured on February 28, 1999. Despite the Bank's April 29, 1999 letter to Darcom and the guarantors of the 1998 Note demanding immediate full payment of the 1998 Note, Darcom and the guarantors of the 1998 Note have not tendered payment to Bank to date. The 1998 Note is secured by a Commercial Security Agreement, dated September 29, 1998, whereby Darcom granted to Bank a security interest in its inventory, chattel paper, accounts, equipment, general intangibles and fixtures. The 1998 Note is further secured by the Commercial Guaranty of Thomas Dardick and Kathleen Vickroy, dated September 29, 1998. Moreover, the 1998 Note is secured by the Commercial Guaranty of David Scott and Janet Dardick, and the accompanying Mortgage from Janet Russavage a/k/a Janet Dardick to Bank, each dated September 29, 1998. In addition, the 1998 Note is also secured by the Commercial Guaranty of Steven and Necia Dardick, and the accompanying Mortgage from Steven and Nccia Dardick to Bank, each dated September 29, 1998. All of the loan documentation executed in association with the 1996 Note, the 1997 Business Manager Line and the 1998 Note are hereinafter sometimes collectively referred to as the "Darcom Mr. Steven M. Dardick, Chief Executive Officer September 3, 1999 Page 3 Loan Documents." In addition, Thomas Dardick, Kathleen Vickroy, David Scott Dardick, Janet Russavage a/k/a Janet Dardick, Steven Dardick, Necia Dardick and Dardick Technical Services, Inc. are sometimes hereinafter collectively referred to as the "Guarantors." Due to Darcom's failure to make timely payments to Bank and to otherwise comply with its obligations under the Darcom Loan Documents, Darcom is in default under the Darcom Loan Documents. Due to Darcom's defaults under the Darcom Loan Documents and Darcom's failure to remedy such defaults, the Bank hereby declares the entire Darcom Indebtedness to be immediately due and payable, as authorized under the Darcom Loan Documents. (Even absent a default, the 1996 Note is a demand obligation and Bank hereby demands full payment thereof, and the 1998 Note has already matured and is past-due). As set forth above, as of August 18, 1999, the aggregate Darcom Indebtedness is $1,059,085.29, exclusive of attorneys' fees and other amounts which may be recoverable by Bank upon a default by Darcom under the Darcom Loan Documents. As a result of Darcom's continuing defaults under the Darcom Loan Documents, the Bank hereby demands that Darcom pay to Bank the sum of $1,059,085.29 within ten (10) days from the date of this letter. If Darcom fails to pay said sum within ten (10) days, the Bank intends to pursue its available legal rights and remedies against Darcom, including entering judgment by confession and exercising its rights as a secured parry. In addition to Darcom being in default under the Darcom Loan Documents, the Guarantors are also presently in default under their obligations to the Bank for having failed to tender payment to the Bank pursuant to their respective guaranty agreements. In particular, Dardick Technical Services, Inc. is obligated to the Bank for all of Darcom's obligations under the 1996 Note. David Scott Dardick, as a guarantor under the 1996 Note, the 1997 Business Manager Line and the 1998 Note, is personally obligated to Bank for the entire Darcom Indebtedness. Janet Dardick is personally obligated to Bank for all of Darcom's obligations under the 1996 Note and the 1998 Note. Thomas Dardick is personally obligated to the Bank as a guarantor of the 1997 Business Manager Line and the 1998 Note. Kathleen Vickroy is personally obligated to the Bank as a guarantor of the 1998 Note. Steven Dardick is personally obligated to the Bank as a guarantor of the 1997 Business Manager Line and the 1998 Note. Necia Dardick is personally obligated to the Bank as a guarantor of the 1998 Note. - As the aforementioned Guarantors are presently in default of their obligations to the Bank as guarantors of certain of the Darcom Indebtedness, the Bank hereby demands that the Guarantors make full payment to Bank under their obligations set forth in the respective guaranty agreements within ten (10) days from the date of this letter. By copy of this letter, the respective Guarantors are receiving proper notice from Bank under the Darcom Loan Documents. If Darcom and the Guarantors fail to make the necessary payments to Bank within ten (10) days, the Bank intends to also exercise its rights against the Guarantors, including its right to enterjudgments by confession, as well as its rights under the respective mortgage documents executed by some of the Guarantors. Mr. Steven M. Dardick, Chief Executive Officer September 3, 1999 Page 4 It is important that Darcom and the Guarantors take immediate action in response to this letter. The Bank can no longer sit idly by and allow the indebtedness to increase. As you are aware, the largest component of the Darcom Indebtedness is the 1997 Business Manager Line. Based on your letter of August 26, 1999 to the Bank, it appears as though the majority of outstanding receivables will not be collected. Naturally, this causes great concern from the Bank's perspective. Assuming that Darcom and/or the Guarantors do not make payment to the Bank as demanded above, the Bank is left with no choice but to aggressively pursue collection of the loans from Darcom and the Guarantors by exercising its available legal rights and remedies under the loan documentation. So that we may work together in attempt to recover payment on as many receivables as possible and so that the Bank has a better understanding of Darcom's present situation, within ten (10) days from the date of this letter, you must provide the Bank with the following information: ¦ copies of the underlying sales contracts that Darcom executed with its larger account debtors; ¦ the status, quantity, estimated value and location of all of the Bank's collateral; ¦ the status of any efforts Darcom or the Guarantors are making to pay the debts owed to the Bank; and ¦ the status of Darcom's indebtedness to Dynatech and Dynatech's present involvement with Darcom, including the lease of the New Hampshire premises. If you have any questions or comments regarding anything stated above, please contact Jack Hutchison or the undersigned. Also, if Darcom and/or the Guarantors are represented by legal counsel regarding this matter, please have your counsel contact Mike Doctrow at (717) 237-5311 or the undersigned at (717) 237-5410. Very truly yours, McNEES, WALLAC4jE & NURICK -By A F f'/ -, Chad F. Phipps cc: Dardick Technical Services, Inc. David Scott Dardick and Janet M. Russavage a/k/a Janet M. Dardick Thomas M. Dardick and Kathleen Vickroy Steven M. and Necia Dardick Jack V. Hutchison ioc: Michael A. Doctrow, Esq. EXHIBIT "L" MCNEES, WALLACE bt NURICK ATTORNEYS AT LAW 100 PINE STREET P. O. BOX 1160 HARRISBURG, PA 17108.1160 T[LEP"OM917I71232.8000 EAx 17171257.5300 hltpJM%; mwn.tom CHAD F. PHIPPS DIRECT DIAL: (717) 237.5410 E-MAIL ADDRESS: CPHIPPSOMWN.COM September 3, 1999 David Scott Dardick Janet M. Russavage a/k/a Janet M. Dardick 35 Wetherbum Road Enola, PA 17025 Re: Keystone Financial Bank, N.A. Darcom Technologies, Inc. Our File No. 19128-0016 Dear Mr. and Mrs. Dardick: FILE COPY Please be advised that this office serves as legal counsel to Keystone Financial Bank, N.A., successor by merger to Financial Trust Company and Pennsylvania National Bank and Trust Company (the "Bank"). Contemporaneous with your receipt of this letter, you are also receiving a copy of another letter from our law firm concerning your obligations to the Bank on account of your having executed personal guarantees of certain indebtedness of Darcom Technologies, Inc. to the Bank. The purpose of the present letter is to address the continuing default regarding the loan that was made by the Bank to you on December 30, 1997. Each of you are personally obligated to the Bank pursuant to a $150,000 business loan which was extended by the bank in order to provide capital for a business investment. The $150,000 loan is evidenced by a Promissory Note, dated December 30, 1997, signed by each of you in favor of the Bank (the "$150,000 Note"). The $150,000 Note matured on December 30, 1998. As of August 18, 1999, the total payoff on the $150,000 Note is $159,690.68, exclusive of attorneys' fees and any other amounts which the Bank may be entitled to collect under the documents executed in association with the $150,000 Note. The $150,000 Note is secured by a Mortgage from Janet M. Russavage w1da Janet M. Dardick to the Bank, dated December 30, 1997, regarding your residence at 35 Wetherbum Road. Since you have failed to make payment under the $150,000 Note, you are in default of your obligations to the Bank. The Bank hercbv demands that you pay to the Bank the sum of $159,690.68 within tcn (10) days from the date of this letter. If the Bank does not receive such payment within • COLUMBUS, OH WASHINGTON, D.C. David Scott Dardick and Janet Dardick September 3, 1999 Page 2 ten (10) days, the Bank intends to exercise its rights and remedies under the $150,000 Note, including entry of judgment by confession. As you know, on April 29, 1999, the Bank properly delivered to you a Notice of Intention to Foreclose regarding the aforementioned Mortgage. If payment of the indebtedness under the $150,000 Note is not made within ten (10) days, the Bank will again consider exercising its right to foreclose under the Mortgage. If you have any questions or comments regarding anything stated above, please contact Jack Hutchison or the undersigned. Also, if you are represented by legal counsel regarding this matter, please have your counsel contact Mike Doctrow at (717) 237.5311 or the undersigned at (717) 237- 5410. Very truly yours, McNEES, WALLA2C?E&iNURICK By G4 0/7 ' Chad F. Phipps cc: Jack V. Hutchison ioc: Michael A. Doctrow, Esq. KEYSTONE FINANCIAL BANK, N.A. : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY and FINANCIAL TRUST COMPANY, Plaintiff V. NO. DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants CIVIL ACTION -LAW TO: Janet M. Dardick 35 Wethcrbum Road Enola, Pennsylvania 17025 i YOU ARE HEREBY NOTIFIED that on 1999, a judgment by confession of judgment was entered against you in the above matter in the amount of $633,910.47, together with accruing daily interest, additional late charges, attorneys' fees and costs. Date: b ??? % { q ?26 Pro ionotary YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Lawyer Referral Service Court Administrator Cumberland County Courthouse Carlisle, Pennsylvania 17013 (717) 140-6100 We hereby certify that the following is the address of the Defendant stated in the certificate of residence: Janet M. Dardick 35 Wetherburn Road Enola, Pennsylvania 17025 Respectfully submitted, McNEES, WALLACE & NURICK By Michael A. Doctrow Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. O. Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company Date: October 4, 1999 r .. .. . KEYSTONE FINANCIAL BANK, N.A. : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY and FINANCIAL TRUST COMPANY, Plaintiff V. NO. DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants CIVIL ACTION - LAW TO: David Scott Dardick 35 Wetherbum Road Enola, Pennsylvania 17025 YOU ARE HEREBY NOTIFIED that on??, 1999, a judgment by confession of judgment was entered against you in the above matter in the amount of $1,216,225.05, together with accruing daily interest, additional late charges, attorneys' fees and costs. Date: lb YP onotary 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 FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Lawyer Referral Service Court Administrator Cumberland County Courthouse Carlisle, Pennsylvania 17013 (717) 240-6200 We hereby certify that the following is the address of the Defendant stated in the certificate of residence: David Scott Dardick 35 Wetberburn Road Enola, Pennsylvania 17025 Respectfully submitted, McNEES, WALLACE & NURICK By Michael A. Do Crow Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. 0, Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company Date: October A, 1999 r• C.J ;,;. 11 LL C.M J 10 KEYSTONE FINANCIAL BANK, N.A., : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY : and FINANCIAL TRUST COMPANY, Plaintiff 1 V. NO. 99-6117 DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants CIVIL ACTION - LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT THF.RF.ONAND EXECUTION NOTICE OF DEFENDANT'S RIGHTS TO: Janet M. Dardick 35 Wetherbum Road Enola, Pennsylvania 17025 A judgment in the amount of $633,910.47 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on confession of judgment provisions contained in written agreements or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. 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 a 1.. OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: Cumberland County Lawyer Referral Service Court Administrator Cumberland County Courthouse Carlisle, Pennsylvania 17013 (717) 240-6200 Respectfully submitted, McNEES, WALLACE & NURICK By ('• . Michael A. Doc row Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. 0. Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company Date: October 27, 1999 -2. C 1 r_ U m r KEYSTONE FINANCIAL BANK, N.A., successor by merger to PENNSYLVANIA NATIONAL BANK & TRUST COMPANY and FINANCIAL TRUST COMPANY, Plaintiff V. DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-6117 CIVIL ACTION - LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT THEREON AND EXECUTION NOTICE OF DEFENDANT'S RIGHTS TO: David Scott Dardick 35 Wetherburn Road Enoln, Pennsylvania 17025 A judgment in the amount of $1,216,225.05 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on confession of judgment provisions contained in written agreements or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. 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 r '* OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: Cumberland County Lawyer Referral Service Court Administrator Cumberland County Courthouse Carlisle, Pennsylvania 17013 (717)140.6100 Respectfully submitted, McNEES, WALLACE & NURICK By Ul?t Michael A. Do Crow Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. O. Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company Date: October 27, 1999 -2- G C ?- 4u C ui u j Cl. 1. ?j m cn v KEYSTONE FINANCIAL BANK, N.A., : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY and FINANCIAL TRUST COMPANY, Plaintiff V. NO. 99-6117 DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants CIVIL ACTION u LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT THER_F.ONAND EXF_CL/TION NOTICE OFDEFENDANT'S RIGHTS TO: Janet M. Dardick 35 Wetherburn Road Enola, Pennsylvania 17025 A judgment in the amount of $633,910.47 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on confession of judgment provisions contained in written agreements or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: Cumberland County Lawyer Referral Service Court Administrator Cumberland County Courthouse Carlisle, Pennsylvania 17013 (717) 240-6200 Respectfully submitted, McNEES, WALLACE & NURICK By . Michael A. Doc row Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. O. Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Trust Company Date: October 27, 1999 -2. OenpliM Irl» 1 -Wo 2 for adOwmi »rMOOa I also Meh to receive ow Caplrld NOM e, e16ne en. falmft merAws (far an Poll werWffo W &endW*MNtonvw»aee.rom»erwannwmw. ?); a*a ppNrntln?lbl,liibnnberrxnatrmal+r» 9MR*beck eSpas downa 1. E3 Addreastom's Address wM/w.n n.orq.n? PA on ftomm".baowe blwmw K 2. O RestrldedDW"ry nrramn (i ?au,ann. uu.wra»w.d.nen.dr. Ca "posbrwbrforf". ?ilA+eT /?7 /?.i?W f ;a- cIi-1?1-Ax 3s- 4oIe7`-1tr Lt rm A3?. '. O FlepbUnd P1 CerBAnf O E*m RW O Insured EN olw, Of n e2 f ? PMm PAmW terUmrhwdm n (M I 1 a ROM?vbd .( 1 I fl. pubrn: or s P8 Fam 3811, Domrkw 1(124 /Z %D q p %JO T1 C:?, rTl '1'!'1 J? ? if 1 Vii( Ca :i .y Ill 1 :? l0 KEYSTONE FINANCIAL BANK, N.A., : IN THE COURT OF COMMON PLEAS successor by merger to PENNSYLVANIA : CUMBERLAND COUNTY, PENNSYLVANIA NATIONAL BANK & TRUST COMPANY : and FINANCIAL TRUST COMPANY, Plaintiff V. NO. 99-6117 DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants CIVIL ACTION - LAW NOTICE UNDER RULE 2958.1 OF JUDGMENT THEREON AND . XF_ UTI0N NOTICE OFDEFENDANT'S RIGHTS TO: David Scott Dardick 35 Wetherbum Road Enola, Pennsylvania 17025 A judgment in the amount of $1,216,225.05 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on confession of judgment provisions contained in written agreements or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: Cumberland County Lawyer Referral Service Court Administrator Cumberland County Courthouse Carlisle, Pennsylvania 17013 (717) 240-6200 Respectfully submitted, McNEES, WALLACE & NURICK By? Michael A. Do vow Attorney I.D. No. 36805 Chad F. Phipps Attorney I.D. No. 78055 P. 0. Box 1166 100 Pine Street Harrisburg, Pennsylvania 17108-1166 (717) 232-8000 Attorneys for Keystone Financial Bank, N.A., successor by merger to Pennsylvania National Bank & Trust Company and Financial Taut Company Date: October 27, 1999 m .2- I •pyIpy •irrl• t W4%r a ar ada ww •aMOn. I al•o wbh tor•c•Ay tlu ?•1rw• f4•wmn•r•?rwaN?Awmanr?•anntunnb p••rvky(bran ?N 1aer wonan. &*afee)' w.w ir•pMa or alai•aaapowdmror 1.0 Aften"'•Addm• ' w? PAONO a°wl?aeir rm. wMaww?w w m?aa. 2 O R••trlpW pNN•ry CormA postnal•r br me. 17gvia Sc.7j` Dick 14w1aL..? 0Pi-iii- ,ran .3.f W[ 6urol O R"Mw•d JB CWNW C F.w"m Mal C3 Inured ltn/'A, 13 RAnP4010 brMwdwdu D COD PAoeh*od •( Name ??-Z I-'9 e, '$ rrdW Al paWf _ aja ( u•• Apwr ai 0 W p lD n ? i [11(11 . l ;' l ?T . hl .' yam. .f'7 l N IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA IN RE: DAVID SCOTT DARDICK s JANET DARDICK s Debtoro s s DAVID SCOTT DARDICK s JANET DARDICK s Plaintiff s s V. : KEYSTONE FINANCIAL BANK, N.A. s SUCCESSOR BY MERGER TO : PENNSYLVANIA NATIONAL BANK s AND TRUST COMPANY AND s FINANCIAL TRUST COMPANY s Defendant s CASE NO. 1-99-04903 CHAPTER 13 J.B. VOL 39-, NO. &0' ADVERSARY NO. 1-00-00212A FILED TIMeaf Harrisburg. PA W12 M AND NOW, this day of rya--?? - , 2000, upon consideration of Debtor's Motion for Default Judgment, IT IS HEREBY ORDERED AND DECREED that a Default Judgment is Clark, entered against the Defendant, Keystone Financial in the above- CERTIFIED FROM THE RECORD thisBL dny of 4sa&,?,?Arulcy Court , 20 L captioned matter in that Keystone Financial's mortgages and Judgment Lien against the real estate at 5 East Main Street, Shiresmantown, Pennsylvania are hereby avoided and are of no further legal effect. Por-,???1? ? /,Lll.?t?/tJ rbcputy C cik • Further, Keystone Financial's mortgages and Judgment Lien against the real estate at 35 Weatherburn Road, Enola, Pennsylvania are avoided and are of no further legal effect to the extent that same exceed $27,000.00. A copy of this Order may be recorded in the Cumberland County Recorder of Deeds Office to evidence the avoidance of the mortgages and recorded in the Cumberland County Prothonotary's Office to evidence the avoidance of the Judgment Lien filed to No. 99- 6117 Civil, Cumberland County, Pennsylvania. N/ Robert 1. Woodllde ROBERT J. WOODSIDE Chief Bankruptcy Judge a1 ?- ??: tr: ???C: N y t? ?L ;: ta ., +. .L (? ? 4,y '7 ` 7 ??? -?. . ? 711 j i l'..: ;? ra ^? ? ? l iA ? V `?. ?• .?? 'a p?-YA "x i?:; s.:. ;'C?A L?,4 ?? dii; ,,gw. +7. ?e?b :k1: 11 ?w`' S'f •_:: w ?jt `i ?/' ?? ,? ?? MANUFACTURERS AND TRADERS TRUST COMPANY, successor by merger to KEYSTONE FINANCIAL BANK, N.A. and PENNSYLVANIA NATIONAL BANK & TRUST COMPANY and FINANCIAL TRUST COMPANY, Plaintiff V. DAVID SCOTT DARDICK and JANET M. DARDICK, a/k/a JANET M. RUSSAVAGE, Defendants TO THE PROTHONOTARY: IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 99-6117 Civil PRAECIPE Please enter our appearance on behalf of the Plaintiff and mark the judgment in this case satisfied. ?? Lloy . Persun, Esquire I.D. o. 10139 Mette, Evans & Woodside 3401 North Front Street P.O. Box 5950 Harrisburg, PA 17110-0950 (717) 232-5000 Attorneys for Plaintiff February 28, 2008 CERTIFICATE OF SERVICE I, Lloyd R. Persun, Esquire, hereby certify that I caused a true and correct copy of the foregoing Praecipe to be served on each of the following individuals by United States mail, first class, postage prepaid, addressed as follows: David Scott Dardick 35 Wetherburn Road Enola, PA 17025 Janet M. Dardick a/k/a Janet M. Russavage 35 Wetherburn Road Enola, PA 17025 Llo d R. Persun, Esquire A orney for Plaintiff February 28, 2008 488954v1 Cr•4 ?r_''v' _ -i y^i? Go