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HomeMy WebLinkAbout07-7771 DEMAND JUDGMENT NOTE December~l, 2007 $ 33,575.25 BORROWER: RUFE CHEVROLET, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with its principal place of business at 1601 Ritner Highway, Carlisle, Pennsylvania 17013. LENDER: STRICKLER AGENCY, INC.., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania with a mailing address at 95 Alexander Spring Road, P.O. Box 699, Carlisle, Pennsylvania 17013. Promise to Pay. For value received, and intending to be legally bound, Borrower promises to pay to the order of the Lender on demand the principal sum of Thirty-Three Thousand Five Hundred Seventy Five and 25/100 Dollars ($33,575.25) plus interest as agreed below and all reasonable fees and costs (including without limitation reasonable attorneys' fees and disbursements) the Lender incurs in order to collect any amount due under this Note, to negotiate or document a workout or restructuring, to record this Note as a judgment at set forth below, or to preserve its rights or realize upon any guaranty or other security for the payment of this Note ("Expenses"). Interest. No interest shall accrue on the unpaid balance of this Note prior to demand for payment by Lender. If Borrower defaults on payment under this Note after demand by Lender, interest shall accrue on the unpaid balance due hereunder from the original date of this Note until such time as the all sums due hereunder have been fully paid to Lender at the rate of six percent (6%) per annum each day calculated on the basis of a 360- day year for the actual number of days in each year (365 or 366). Maximum Legal Rate. It is the intent of the Lender and of Borrower that in no event shall interest be payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled, and, if received by the Lender, shall be refunded to Borrower. Due on Demand. This is a demand Note and all amounts hereunder shall become immediately due and payable upon demand by the Lender, which demand may be made at any time. Notwithstanding the above, any and all amounts hereunder shall automatically become immediately due and payable if Borrower commences or has commenced against it any bankruptcy or insolvency proceeding, or Borrower becomes in default under any other provisions or terms of any other debt of Borrower. Borrower hereby waives protest, presentment and notice of any kind in connection with this Note. Prepayment Premium. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Demand Date, in whole or in part, at any time and from time to time. Payments; Late Charge; Default Rate. Payments shall be made in immediately available United States funds at the above listed address of Lender or at such other location as Lender shall inform Borrower in writing. If payment is not received within five (5) days of its due date, Borrower shall pay a late charge equal to 5% of the delinquent amount. Payments may be applied in any order in the sole discretion of the Lender but prior to demand, shall be applied first to past due interest, Expenses and late charges, then to scheduled principal payments, if any, which are past due, then to current interest, Expenses and late charges, and last to remaining principal. Purpose of Loan. Borrower represents and warrants to the Lender that the proceeds of the loan shall be used for a business purpose, and not for any personal, family or household purpose. Authorization. Borrower, if a corporation, partnership or limited partnership, limited liability company, trust or other entity, represents that it is duly organized and in good standing or duly constituted in the state of its organization is duly authorized to do business in all jurisdictions material to the conduct of its business; that the execution, delivery and performance of this Note have been duly authorized by all necessary regulatory and corporate or partnership action or by its governing instrument; that this Note has been duly executed by an • r ... 'authorized officer, partner or trustee and constitutes a binding obligation enforceable against Borrower and not in violation of any law, court order or agreement by which Borrower is bound; and that Borrower's performance is not threatened by any pending or threatened litigation. Cross Default. This Note shall be cross-defaulted with any other loans or other financial obligations of the Borrower in favor of the Lender. If at any time there is a default under this Note, all loans shall be considered in default and all outstanding amounts under the loans shall be immediately due and payable in full without notice therefor. Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the Note, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender. All rights and remedies of the Lender under applicable law and this Note or amendment of any provision of this Note are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy of the Lender. No waiver of any right or remedy of the Lender shall be effective unless made specifically in writing by the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by a-mail is not valid notice under this or any other agreement between Borrower and the Lender. Governing Law and Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS ITS OFFICE THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. ., 'Note to be Entered as Judgment. IMMEDIATELY UPON THE EXECUTION OF THIS NOTE, IT IS THE EXPRESS INTENT OF THE PARTIES THAT ANY ATTORNEY OF ANY COURT OF RECORD WILL APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, ENTER THIS NOTE AS A JUDGMENT UPON THE RECORDS OF SUCH COURT AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND ALL REASONABLE ATTORNEY'S FEES INCURRED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE RATE SET FORTH HEREIN. NO SINGLE EXERCISE OF THE FOREGOING POWER TO ENTER JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS. Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Right to Enter Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. ATTEST: RUFE CHEVROLET, INC. Taz ID NO ^Z'3 ~Z.'1 SS~st,~~ .~ By: ~ ~~ Earl Schorpp Z ~ ~ ~ o W o ~ ~ '~ ~ ~0 D 0 D C`,l - rv ~ p cam ~ -n -.~ >z~P ca r;;~., f'i't <.- c-~ ; -~ ~ ~ ~ , ~'. ;c'~~ ;~ -r_r ~ ~ ~, ::.- :: --- TP'i ~ . ~ c.1 -< '~ fi~ ~~ ,~ --~ I <J -~ ~:'~ ~-~