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HomeMy WebLinkAbout09-1130IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION: LAW COMMERCE BANK/HARRISBURG, N.A., Plaintiff vs. ROBERT H. BLACK and PAMELA R. BLACK, 69 - /r36 0-1, U C -r! e Acton in Confession of Judgment Defendants CONFESSION Pursuant to the warrants of attorney contained in the "Commercial Guaranties" dated October 26, 2004 attached to the Complaint as Exhibits "B" and "C" which was filed in the above captioned matter, which was filed in the above captioned matter, I, Jack F. Ream, Esquire, appear for the DEFENDANTS, ROBERT H. BLACK and PAMELA R. BLACK, and confess judgment in favor of the PLAINTIFF, COMMERCE BANK/ HARRISBURG, N.A., and against the DEFENDANTS, ROBERT H. BLACK and PAMELA R. BLACK, for the following amounts along with costs of suit: PRINCIPAL $ 98,695.91 INTEREST TO FEB. 24, 2009 $ 2,005.45 LATE CHARGES $ 132.67 LEGAL FEES (10%) $ 9,869.59 TOTAL $110,703.62 Dated: February 24, 2009 Jac F. Ream, Esquire Ream, Carr, Markey & Woloshin LLP 119 East Market Street York, PA 17401 I.D. 10241 Phone 1-717-843-8968 Fax 1-717-846-4999 E-mail JReam_639@comcast.net Attorney for the Plaintiff Commerce Bank/ Harrisburg, N.A. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION: LAW COMMERCE BANK/HARRISBURG, N.A., Plaintiff vs. ROBERT H. BLACK and PAMELA R. Action in Confession of Judgment BLACK, Defendants COMPLAINT 1. The PLAINTIFF is COMMERCE BANK/HARRISBURG, N.A., a national banking association, having a principal place of business at 3801 Paxton Street, Harrisburg, Dauphin County, Commonwealth of Pennsylvania 17111, and hereinafter sometimes referred to as "Plaintiff'. 2. The DEFENDANTS are ROBERT H. BLACK and PAMELA R. BLACK, being an adult male and female individual respectively, being husband and wife, and residing at 1788 North Meadow Drive, Mechanicsburg, Upper Allen Township, Cumberland County, 17055 and hereinafter sometimes referred to jointly, severally, individually and collectively as "Defendants". 3. On or about, October 26, 2004, the Bank loaned to R. H. Black, Inc., a corporation organize and existing under the laws of the Commonwealth of Pennsylvania trading and doing business as Custom Patio Rooms of Central PA the sum of $100,000.00.00. 4. Attached hereto, marked Exhibit "A" and incorporated herein by reference thereto is a true and correct copy of the "Promissory Note" dated October 26,2004 for $100,000.00 5. In connection with the loan referred to in Averment 3 hereof, Defendants executed "Commercial Guaranties" wherein Defendants guarantied the liability of R. H. Black Inc. to Bank under the "Promissory Note" (Exhibit "A"), a copies of which is attached hereto, marked Exhibits "B" and "C" and incorporated herein by reference thereto. 6. Pursuant to the original terms of the "Promissory Note" (Exhibit "A"), while the "Promissory Note" (Exhibit "A") is payable on demand, until Bank demanded payment, R. H. Black, Inc. was obligated to pay interest on a monthly basis. 7. R. H. Black, Inc. has not made the monthly interest payments for October, November and December of 2008 and for January of 2009 which are due pursuant to the terms of the "Promissory Note" (Exhibit "A"). 8. The failure of R. H. Black, Inc. to make monthly payments of interest as set forth in Averment 7 constitutes a default by R. H. Black, Inc. under the "Promissory Note" (Exhibit "A") 9. No judgment has been entered on the "Commercial Guaranties" (Exhibits "B" and "C") in this or in any jurisdiction. 10. The "Promissory Note" (Exhibit "A") and the "Commercial Guaranties" (Exhibits "B" and "C") have not been assigned, transferred and endorsed and Plaintiff is the real party in interest. H. The obligation of the Defendants to the Bank evidenced by the "Commercial Guaranties" (Exhibits "B" and "C") is a commercial business lending transaction and is not a "consumer lending transaction" as that term is defined in Rule 2950 of Pennsylvania Rules of Civil Procedure. 12. Pursuant to Bank's rights under the "Promissory Note" (Exhibit "A") as a result of the default by R.H. Black, Inc. under the "Promissory Note" (Exhibit "A"), all amounts of principal, interest and late charges due by R. H. Black, Inc. to Bank under and on account of the "Promissory Note" (Exhibit "A") are now due and payable in full, without the need for the Bank to issue any notice and demand. 13. Notwithstanding Averment 12 hereof, on February 17, 2009, Bank issued to R H. Black, Inc. and to Defendants a written notice of default, a copy of which is attached hereto, marked Exhibit "D" and incorporated herein by reference thereto. 14. As of February 24, 2009, the following amounts are due and owing to the Bank by the R. H. Black, Inc. under the "Promissory Note" (Exhibit "A") exclusive of legal fees: PRINCIPAL $98,695.91 INTEREST $2,005.45 LATE CHARGES $132.67 TOTAL $100,834.03 15. As a result of the default by R.H. Black, Inc., under the "Promissory Note" (Exhibit "A"), all sums due and owing by the Defendants on account of their "Commercial Guaranties" (Exhibits "B" and "C") are now due and payable in full. 16. As of February 24, 2009, the following amounts are due and owing to the Bank by Defendants on account of their "Commercial Guaranties" (Exhibits "B" and "C") exclusive of legal fees: PRINCIPAL $98,695.91 INTEREST $2,005.45 LATE CHARGES $132.67 TOTAL $100,834.03 17. In addition to the amounts set forth in Averment 16 of this Complaint, pursuant to the terms of the "Commercial Guaranties" (Exhibits "B" and "C"), Plaintiff is entitled to reasonable attorneys fees as provided for in the "Commercial Guaranties" (Exhibits "B" and "C"), with legal fees requested being 10% of the principal balance of $98,695.91, being $9,869.59. 16. Attached hereto, marked Exhibit "E and "F" are "Disclosures for Confession of Judgments" executed by the Defendants on in connection with the Defendants executing the "Commercial Guaranties" (Exhibits "B" and "C"). WHEREFORE, the PLAINTIFF, COMMERCE BANK/HARRISBURG, N.A., prays Your Honorable Court for a judgment by confession in favor of the PLAINTIFF, COMMERCE BANK/ HARRISBURG N.A., and against DEFENDANTS, ROBERT H. BLACK and PAMELA R. BLACK, pursuant to the warrants of attorney contained in the "Commercial Guaranties" dated October 26, 2004 attached to the Complaint as Exhibits "B" and "C" which was filed in the above captioned matter for the following amounts along with costs of suit: PRINCIPAL $ 98,695.91 INTEREST TO FEB. 24, 2009 $ 2,005.45 LATE CHARGES $ 132.67 LEGAL FEES (10%) $ 9,869.59 TOTAL $110,703.62 Dated: February 24. 2009 " Ream, Esquire Ream, Carr, Markey & Woloshin LLP 119 East Market Street York, PA 17401 I.D. 10241 Phone 1-717-843-8968 Fax 1-717-846-4999 E-mail JReam_639@comcast.net Attorney for the Plaintiff Commerce Bank/ Harrisburg, N.A. STATE OF PENNSYLVANIA SS: COUNTY OF J)"b' Before me, a Notary Public, in and for the said County and State, personally appeared TERRENCE MONTEVERDE who, being duly sworn according to law, doth depose and say that he is a Vice President of Commerce Bank/Harrisburg, a banking organization organized and existing under the laws of the United States of America and registered to do business in the Commonwealth of Pennsylvania, and that as such officer is authorized to make this Affidavit on behalf of Commerce Bank/Harrisburg, and that the facts set forth in the foregoing document are true and correct to the best of his knowledge, information and belief. COMMERCE BANK/HARRISBURG 7Y a,7?iG ?- (SEAL) ERRENC MONTEVERDE Vice P esident Sworn and Subscribed to before me this I1 #3 day of 6'r/-? 2009. Notary' Publ r MMnN+.?F L :F PPNNSYLVANIA lry Public, County o !?uq, 28, 2011 of Notaries Borrower: R.H. aleck, Inc dAJs Custom Pafio Rooms of Lender: - - Central PA (TIN` 25-1650566) COMMERCE BAIiiKJHARRIaBURG N.A. Read COMMERCIAL fSUSNESB DEPARTMENT 100 SENATE AVENUE ` Mad en(esburg, PA 17055 CAMP HILL, PA 17011 1717) 975-5630 Principal Amount: *100,000.00 Initial Rate: 5.750% Date of Note: October 26, 2004 PROMISE TO PAY. R.H. Bbak. inc dA/a Custom Patb Rooms of Cenbsl PA 1'110rrower"1 promises to pay b COMMERCE BANK114ARMseuRG N.A. !'Lender'), or order. in bwfw moray, of the Udtad Sows of America, an damnd the pricwypy amsourrn t Of One Hundred Thousand Ni OoMoo Dollars 14100.000.001 or so narch as may be outstanding. toaedter wflh Met,", t the unpaid etrwlMndbq WkWJpW baMehee of each advance. Interest shelf be cskmhted from the dab of seen advance rwa repayment of each advance. PAYMENT. Borrower hstlf pay this ban imfMCRatNy UPON Lender's demand. Payment In Wo Pay regular monthly poll W- s of allsecrued nafpaid knbsrat dtfe as of each in fun nt Is due iwnediatey tNra+ Lender's demand. subsequent Uttarset Poyaunts to be due on the game day of aseh taunt a ter that. Ut?iMs noti Aso ll Nernber by 26, 2apple" 004, with law. rate tor 6U iti any accrued unpold tlis Note Is a our a Mbnsti than to printefpd, than Tfe anancsM interests d to 'my' I *d collection costs: and then to se , 360 da". nwllplfed by the °? P PM 3.e0, misseals; by the l0 by appfybg the rats of the annual ll late charges. sh, is , or at at other actual nwnbu of days lyre rate over s year of Borrower ww pay L.endar at Lender'* address shown above such ds other piece as tarrnhr may desigrfate At P bsdansce is og. VARIAKE INTEREST BATE. The intarest rate on this Note is writing. chan to St et which is the f'rinne Rata as Published in the Money Rate Section Of the f Welf g fr lm him If acme based on changes in an independent index ournal. used. (the *Index'). The krdex is not necessarily the lowest rate ch by age of rates is Published, the highest will be term of this ban, Lender may designate a substitute index after w oo Lender on its k>aris. If the index becomes unavailable during the atice to Borrow,,. Borrower's request. The interest rate change will not occur more often than each day. Lender will tell Borrower the Current index rate upon based on otter rases se well. Tim Index Curran* w 4.760!6 all. Borrower understands that Corder may make burns Now win be at a rate of 1000 Par ^' the but rest rate as br applfsd to the tacpdd ptbnckW babaee of that 110111t OWW 00 circumstaroes will the interest rate an bdm reeuNkq M an WW rata of 5.7W% Par annum. NOTICE: Under no tNs Note be mOF0 than the nwxkrnan rats allowed by applicable law. PREPAYMENT. Borrower agrees that all loan feat and other prepaid finance charges are earned fully as of the data of the ban and wig not be subject to refund upon early payment (whether voluntary or as a result of dafsutU, except foregoing. Borrower may pay without penalty an or a portion of the FOR*t owed earlier than it is otherwise required by law. Except for the to-trey Lander in writing, reseve Borrower of Borrower's due. Early Payments win not, unless agreed payments -0 reduce the Obligation 10 cOni11nue to make payments of accrued unpaid interest. Rather, early simger r H eon principal balance due. Borrower agrees not to send Lender Payments marked 'paid in full% `without recourse', or i?Jeg sends such a payment. Lander may accept It without losing any of Lendw s rigfsts under tlhie Note, and Borrower wft will remain Obligated to pay any further srtnourt owed A s On communications concarrong disputed amounts. irtciudian any check or other payment instrnttent flat Indicates that the payment in dull' of the a conditions or limitations or ea fug satisfaction of a disputed 1AO1C owed or that is tendered with our LOAN SERVICING, 100 SENATE AVENUE CAMP HILL, PA 70ia m mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., LATE CHARGE. if a regularly scheduled interest Payment r 10d do" rrn rnme late, Borrower will be charged 5.00016 of the regularly scheduled Payment. If Lender demands payment of this loon, also will be choWd 6.000% of the sum of the wnpatd prinsipM pke P&V comid the loan in full within 10 days afirrr tender's demwrtd, Bwmwer Ii11TERE8T AFTER i>WAUlT. U_ tanPakl htarest_ the data of acceleration Of maturity at the variable interest arato Pay te on ? Note. The intw. The Int, the total sum due under this Meta bear interest from applicable law. erest rate will not exceed the maximu um rate permitted by DEFAULT. Each of the following shalt constitute an event of default {`Evert of Osfault') under this Note: Payment D014WL Borrower fags to make any Payment wiser[ due under this Note. Other Oefandts, Borrower fags to comply with or to perform any other term, any of the related documents or to comply with or to perform obligation, covenant or condition corta(nsd in this Note or in between Lender and Borrower. any tern, obligation, covenant or condition contained in any other agreement Defaubt in Favor of Thirdo pardft, eBmernt, in fav any o Grantor defaults vender arty loan, extsnsion of credit. secu, agreement, purchase or $ales agreement, or any Borrower's ability to repay this Note or perform Borroweiy Othhe creditor or person that may materially affect any of Borrower's property or 98tions under this NOW Or any of the related documents. False Statenwnw. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documentts is false of misleading in any material respect, either now or at the time made or furnished or becrxnae false or misksadirg at any time thereafter. ireolvency. The dissolution or termination of Borrower's existence as a receiver for any part of Borrower's property, any assignment for the going ref business, rethe ditors, insolvency of Borrower, the appointment of a commencement of any proceeding under any bankruptcy or insolvency laws by or ny type of creditor workout, or the Creditor or Forfeiture p, against Borgwer. rafwsseaalon or a' Commencement of foreclosure Or forfeiture Proceedings, whether by judicial proce rW other shment of by any creditor of ab"Wer or by any governmental agency ageing any collateral securing the ban. This inch?des a arni any of Borrower's accounts, m. not apply if there is a good faith dispute by Borrower as to the validity or ?remasoElmo- 3. nableness of the cKlar laim whiewA er the basis of the eredhult ohor forfeiture Proceeding and If Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding. In an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events Omura with respect Guarantor dies or becomes incompetent, or revokes of di_ to any Guarantor of any a of of the indebtedness ed any the evidenced by this Note. In the event of a death, Lender, at its option may, shell no be rrrequired? to, ermit to he Guarenntur'ss estate to E A PROMISSORY NOTE Coen No: 3202095 (Continued) Page 3 FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 14500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND-FOR SO DOING,.TlfiS,.NO.TE.OR A COPY OF THIS.NOTE_VERIF.IED 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 AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR B014ROWER 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. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT 13 INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: R.N. BLAdK IN D A CU, 04 PA-00 ROOMS OF CENTRAL PA gy '.. :(Seal) Pfasidont Of R.H. Black, Inc d/b/a Custom Patio Rooms of Central PA 4 AW01711O LMT. Vim. 1.11.IR011 C,1,. wee s Iluu7iY ?,IrMS K.17p, 70N. Y 17Mw ftY -ft 17111wmwp ? 166117 WIG COMMERCIAL GUARANTY' eterences in the shaded area are for Lender's use only and do not limit the applicability of this document -11 = particular loan or Rem. Any item above containing ""' "" has been omitted due to text ienoth Gmirern,,r B0rf0W*f: R.H. Black, Inc dlbia Custom Petio Rooms of &fMtrMi_PA_.LTU'1i. 25.-18?Q55$) ., . 4609 Galtysburg Road Mechanicsburg, PA 17055 Lander: COMMERCE BANKMARRISBURG N.A. COMMERCIAL BUSINESS DEPARTMENT 10D SENATE AVENUE CAMP HILL. PA 17011 (717) 975-5830 Guerafttor: Pamela R. Black ISSN: 166-46.42091 1788 North Meadow Drive Mechanicsburg. PA 17055 AMOUNT OF GUARANTY. The amount of this Guaranty to Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable ccnsidewstbn. Paunch R. Bladr ("GuWantor'I absolutely and unconditionally gwrantses and promises to pay to COMMERCE BANKMARfif156URG N.A. 0"Lander") or its order, on demand, in legal tender of tits United States of Arnteriea, the Indebtedness (es that term is defined belaw) of R.H. Black, Inc dlbfa Custarn Patio Room of Contrail PA ('Berower") to Lands on the terms and candMons set forth in this Guaranty. Under this Guaranty, the Nobility of Guarantor Is unNrnitad sued On obligations of Quarmaor we continuing. WDiB$TEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes any and all of Borrower's indebtedness to Lender and is used in. the most comprehensive sense and means and includes any-and-all of Borrower's liabilities, obligations and debts to Lender, now axiating or hereinafter incurred or created, including, without limitation, ON bens, advances, interest, coats, debts, overdraft indebtedness, credit card indebtedness, lease obNgetions, other obligations, aid liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness Is voluntarily or involuntarily incurred, dais or rat due, absolute of contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others. or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any resew whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires. or othumvise. 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 ON indebtedness inCtxred Of contracted before receipt by Lander of any notice of revocation shall have been fully and finally paid and satisfied and ON of Guarantor's other obligations under this Guaranty shell have been performed in full. If Guarantor elects to revoke this Guaranty. GuaraMOr may only do so in writing. Guarantor's written notice of revocation must be moiled to Lender, by certified mail, at Lender's address Noted above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or now Indebtedness crested after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness` does not include Indebtedness which at the time of notice of revocation is contingent, unNquidated, undetarmined or not due and which later becomes absolute, liquidated, determined or due. This Guerenty will continue to bind Guwantor for ON Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or moodificationo of the Indebtedness. All renew", exwnelons, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically WIN not be considered to be new Indebtedness. This Guaranty shaft bind Guaramor's scrota as to indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guararnor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the tiatillky of Guarantor under this Guaranty. A revocation Lander receives from sty one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is antioipaited that fltrutuiriono may assn In the t?ggregab amount of Indebtedness covered by this Guwamy, arrd Guarantor specifically acknowledges and agrees that rsdrutierts in the amount of indebtedness. even to zero dollars 1$0.00), prior to Guarantor's written revocation of this Guaranty shoal not constitute a tetminadon of this Guaranty. This Guaranty In binding upon Guarantor and Gumantor's heirs. successors Ord assigns so tong so any of the guarantosd indebtedness remains unpaid and even though the indebtedness guirs aaod may from time to brio be sera dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without nodes or demand and without loosening Guarantor's debility under this Quorer". from time to time: IA) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew. extend, accelwate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including k1cresses and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan tam; 10 to take and hold security toy the payment of this Guaranty or the indebtedness, std exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (0) 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 choose; (E) to determine how, when and what application of payer and credits shelf be made on the indebtedness IF) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lander in its discretion may determine; 1G) to sell, transfer, assign or grant participations in all or any part of the indebtedness; and (HI to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (AI no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (8) this Guaranty is executed at Borrower's request and not at the request of Lender; IC) 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 defauft 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; IE) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (FI upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lander, and all such financiai information which currently has been, and all future financial information which will be provided to Lander is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; IG) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event -has occurred which may materially adversely affect Guarantor's financial condition; IH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or EXHIBIT B E COMMERCIAL GUARANTY Loan No: 3202095 (Continued) Page 2 threatened: (1) Lander has made no representation to Guarantor as to the creditworthiness of Borrower; and (.1) Guarantor has established adequate means of obtaining from Borrower on a continuing bests information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (1201 days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable firing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shalt be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender IA) to continue lending money or to extend other credit to Borrower; (8) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Mdebtsdness of of any nonpayment related to any collateral, or notice of any action or nonactan 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; IC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lander from Borrower, any other gtararv", or any other parson; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lander from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy whNn Lander'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 stir and all rights or defenses arising by mason of tAF any 'one action' or 'anti-defici ncy' law or any other law which may prevent Lender from Bringing any action, including a claim for deficdmtcy, against Guarantor, before or after Larder's commencement or completion of any foreclosure action, either judicially or by exercise of a power of ask; (B) any election of mmsdies by Lander which destroys or otherwise adversely aflacts Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for mimhursemert, including without Nrnitation, any loss of rights Guarantor may suffer by reason of any law limitilmp, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any otter guarantor, or of any outer person, or by reason of the cessation of Borrower's ffsMlity from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness, (D) any right to claim discharge of the imdel*edness on the basis of unjustified imptirment of any collateral for the ktdebtednsss; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is rwmmsnced, there is outstanding Indebtedness of Borrower to Lander which is not bard by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual proviont and performance of the Indebtedness. If payment is mods 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 arty federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shag be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTAND111116 WITH RESPECT To WAIVERS. Guarantor warrants and agrees that each of the waivers act forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or pubic policy, such waiver shalt be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable low, Lender reserves a right of setoff in as Guarantor's accounts with Leander (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guawnter authorimAm%der,-to ds..extent permitted by applicable law, to told these fads if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lander, whether now existing or hereafter created, shall be superior to any claim that Guarantor rosy now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, tenon any account whatsoever, to any claim 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 Lander 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 agairst Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shah be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lander is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such otter 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 matter set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attomays' Fsas; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lander's legal expenses, incurred in connection with the enforcement of this Guaranty. Lander may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' tees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Head'atgs. Caption heading: ,his Guaranty are for convenience purposes only are not to be used to interpret or define the provisions of this Guaranty. COMMERCIAL GUARANTY Loan Np: 3202095 (Continued) Page 3 Governing Lew. This Guaranty will be governed by, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pormaybmals. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and psrol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs fincluding Lender_'s attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the comets and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a Court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid of unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entitles, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and arty Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guer rtttoy ew DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving formal written notice parties, specifying that the purpose of the notice is to charge the party's address. For notice purposes. Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by eppiicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to ace Guarantors. No Waterer by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender, No delay Or omission on the pan of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Leader of a provision of this Guaranty shelf not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shah constitute a waiver of any of Lernde?'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. Successors and Assigns. The terms of this Guaranty shag be binding upon Guarantor, and representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assig?^ Guarantor's hairs, personal DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shell mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall Include the singuiw, see the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Comrnercial Code: Borrower. The word 'Borrower" means R.H. Black„Inc d/b/a Custom Patio Rooms of Central PA and includes all co-signers and eo-makers signing the Note. . GAAP. The word 'QAAP" means generally accepted accounting principles. Guarantor. The Word 'Guarantor' means each and every person or entity signing this Guaranty, Including without limitation Robert H. Black. Guaranty, The word 'Guaranty' means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness- The word "indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word 'Lander" means COMMERCE BANK/HARRISBURG N.A., its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. palmed Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness, CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ('500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS 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 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. COMMERCIAL GUARANTY Loan No: 3202095 (Continued) peas EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVM0146 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 TERIIN AT® IN THE MANNER SET FORTH IN THE SECTION TfCLED "DURATION OF GUARANTY% NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY 18 DATED OCTOBER 26, 2004. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: r Pal. R. Bock ;. INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA )SS COUNTY OF C?(j JV I /?1 /W I rt this, the ••Z V day of 0 C-b 1k,- . 20 boom an ?- x .? axoven??f r S the undersigned Notary Public, PKS«+ah appsered PwrAb R. fllrolr, Lknotknoto me fors ksftrctorl-a to the person whose name is subscribed to the within instrument, and acknow that he or she executed the same for the purposes therein contained. In witness whereof. I hereunto art my hand and official seal- Notary PUbW in and for the State of is 41{01 M7?r?O+aWr.?.k10.0W CN+. Nrlw/.w"?Yi y?,F Mt 1N1. i?01. mwflowft? .N wisin wit COMMERCIAL GUARANT' References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan of item Any item above containing ""•- has been omitted due to text length limitations. Borrower: R.H. Bleak, Inc dibla Custom Patio Rooms of Lender: COMMERCE BANKlHARRISSUR(3 N A Central PA (T)N:. 26-13505SR) _ ........,,. .... . . __.. , _CQXMPC1AL IKJOINESS DEPARTMENT 4609 Gettysburg Road 100 SENATE AVENUE Mechanicsburg, PA 17055 CAMP HILL , PA 17011 1717) 975-5630 GUorbntor: Robert H. Black ISSN:. 169-42-5571) 17M North Meadow Drive Mechanicsburg. PA 17055 AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited. CONTINUING UNLIMffED GUARANTY. For good and valuable consideration. Robert 14. Black f"GuwanW) absolutely and unconditionally guarantees and prandsas to pay to COMMERCE BANK/HARRISBURG N.A. 1"Lander") or its order. on demand. In legal tender of the United States of America, the Indebtedness (as that term is Mined below) of R.H. Black. Inc d)Wa Custom Path Rooms of Central PA I'Betrewer") to Lender on the tams and contitio s set forth in this Guaranty. Under We Guaranty. the liability of Guarantor is unlimited and the obligations of Guarantor are candmaimg. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes any and all of Borrower's indebtedness to Lender and )s used M the most compreherraivesense-and- mearw and-includes Wand all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all bans, advances, interest, costs, debts, overdraft Indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or uniquidated, determined or undirtsrmined; whether Borrower may be liable kidividuift or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arira from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. 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 IrWebtedneas incurred or contracted before receipt by Lander of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. if Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at tender's address fisted above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lerida of Guarantor's written revocation. For this purpose and without limitation, the term 'new Ind0114edrhess' does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guaremor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, stAwdlufbna or modifications of the indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are conternplued under this Guaranty and, specifically will not be considered to be new indsbtedriess. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing. Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shah not effect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guararom shag not affect the Rabllity of any remaining Guarantors under this Guaranty. It Is anticipated tint Suctusgmq nary occur In the aggrapatf amount of Indebtedness covered by this Guaranty, snd Guarantor spedRpiy acknowlodges and apnea 0M raduetlons In the nrnunnt of Indebtedness, even to zero dollars (S0.00), prior to Geararmtor's written revocation of this Guaranty shall not eonslill is a temmiandon of this Guaranty. This Gumanty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guuarantaud Indebtedness nnains unpaid and even though the indebtedness guaranteed may from time to Vitae be two dollars (80.00). WARANTOR'f 41U MMIZATKM TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, witlmut nodes or damamd end Nsarrmimg Guarantor's V under this Gnsrsuxy, from alma to tine: (A) prior to revocation as set forth above, to make one or morenrl secured ar unsecured bans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional art to Borrower, IB} to attar, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or ether terra of the Indebtedness or any part of the Irdabtedneas, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be tar longer thnan the original ban term; (C) to take and hold security for the payment of this Guaranty or the frdsbtsdrtess, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; ID) to release, subatiRUte, agree not to sue, or deal with may one or more of Borrower's sureties, endorsers, or other guarantors on any terrine or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shad be made on the Indebtedness IF) to apply such security and direct the order or manner of sale thereof, including without limitation, sty nor0dicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; fGl to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty In whole or. in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (AI no representations or agreements of any kin¢ have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty: IS) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guttiflortor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a defpitlt under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's seam, or any interest therein; (FI upon Larder's request, Guarantor will provide to Lander financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which win be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (GI no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materiany adversely affect Guarantor's financial condition; Ili) no litigation, claim, investigation, administrative pros or Similar action in nag those for unpaid taxes) against Guarantor is pending or I EXHIBIT _ E COMMERCIAL GUARANTY Loan No; 3202095 (Continued) page 2 threatened; (t) Larder has made no representation to Guarantor as to the creditworthiness of Borrower; and W) Guarantor has established adequate means of obteli tg from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequateiy informed from such meads of any facts, everts, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shay have no obligation to disclose to Guarantor any Information or documents acquired by Lander in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twerty 1120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than one-hundred-twenty {120) days after the applicable filing date for the tax reporting period ended. Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Gust" shell be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVM. Except as prohibited by applicable law, Guarantor waives any right to require Lander (A) to continue fending money or to extend other credit to Borrower; 18) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpaymient related to any collateral, or notice of any action or nomiction on the part of Borrower. Lender, arty surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of now or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, Including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E? to give notice of the terns, time. and place of env public or private soft of personal property security hold by Lender from Borrower or to cornphr with any other applicable provisions of the Uniform Commercial Coda: (F) to pursue any other remedy within Lender's power; or (G? to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and ON rights or defenses wllfiftg by reason of (Al any "one action' or "anti-deficiency' low or any other law which may prevent Lender from bringing any action, bvkx r.*.a claim for delfaerncy. against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either or otherwise judlo?y or loll otatt?clas of if pourer. of sale: (B) any election of,nirn?es ley. fender which destroys adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Bong for rein si kcluding without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qu disability or other defense of Borrower, of any other guarantor. or of any other person son discharging of of Borrower's rro e's 0 ;obility ity any any cause whatsoever, other than payment in. full in-? tender. , or reason of f the m discharpe'o the i the is n from the basis of unjustified i• of the Indebtedness. (D) I any right to cisii dis Indebtednasa on by nvatmrent of any collateral for the Indebtedness; (E) any statute of firittations, if at any time any action or suit brought Lander against Guarantor is commenced. two is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (FI any defenses given.to gusrartors at law or in equity voter than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness sW be considered unpaid for the purpose of die enforcement of this Guaranty. Guarantor further waives and agrees not to assert or chairs at any time any deductions to the amount gusrantsed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such cialm, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. It 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. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lander (whether checking, savings, or some other aocountl. This includes all accounts Guarantor hobs jointly with someone else and all accounts Guarantor may open in the future. -However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authotim& Leorler, to.tde-extwttpon nib by applic able isw, to hold those funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to lender, whether now existing or hereafter created, shay be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower. upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to lender and shell be first applied by Lender to the Indebtedness of Borrower to Lander. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Leader 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 be delivered to Lender. Guarantor ligirees, and Lander is hereby legend that the same are subject to this Guaranty Tiand na shall statements and continuation statements and to execute documents and totauthorized, such other actions as Lender from necessbmo to file fi riate to perfect, preserve and enforce its rights under this Guaranty. aril or appropriate to 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 set forth in this Guaranty. No alteration of or amendment to this Gust" shalt be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment- Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attomeys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or iNunctionl, appeals, and any anticipated post services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. udgment collection Caption Headings. Caption headings is Guaranty are for convenience purposes only Fare not to be used to interpret or define the provisions of this Guaranty. COMMERCIAL GUARANTY Loan No: 3202095 (Continued) Page 3 Governing Law. This Guaranty will be gaverned by, construed and enforced In accordance with tsdwal low and the laws of the Commonwealth of Pennsylvania. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all lossesr claims, damages, .and costs (including. Lender's. attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed 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 then one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor." "Borrower," and "Lender" include the hews, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable, if any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other 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. Notices- Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shag be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefecsimile lunless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postdga prepaid, directed to the addresses shown near the beginning of-this Guaranty. All revocation notices by Guarantor shalt be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY," Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the rafts is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Walwr by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as s waiver of such right or any other gel. A waiver by lender of a provision of this Guaranty shag not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shelf constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future tranesctions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Leader in any instance shell not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or with"Id in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shag be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFNITIONS. The fohowing capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shag mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in tfus Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower' means R.H. Black, Inc dlb/a Custom Patio Rooms of Central PA and includes all co-signers and co-makers signing the Note. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Pamela R. Black. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means COMMERCE BANKMARRISBURG N.A., its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's ban obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the indebtedness, CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 410%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (0600) 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 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. COMMERCIAL GUARANTY Loan No: 3202095 (Continued) Paige 4 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 TERMNNATED IN THE MANNER SET FORTH IN THE SECTION TITLED 'DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE TM GUARANTY EFFECTIVE. THIS GUARANTY IS DATED OCTOBER 26, 2004. THIS GUARANTY IS GPI M UNDHL L AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL, CONSTITUTE AND RAVE THE EFFECT OF A SEALED INSTRUMENT A.000 G TO LAW. GUARANTOR Robert H INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA / I SS COUNTY OF Cum 6,-)4hy j On this, the d( 'et day of pew . 200!4 before me sAceu ? •S,J . the undersigned Notary Public, personally append" H. Black, known to me for saftfac proven) to be the person whose nerve is stitmn1bed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereot, l hareunto set my hand and of kW seat. COIi1?A0FlWEALTH OF PENNSYLVANIA Wx.4-& NOMM&W 1.01 Notary Public in and for the State of Vj&*0?, EMtAerMeDOR1Tso,c mailitaComb My Cart mullm Ewe RIL5.20m &Ampmw?@. "P. SIN. Y IFAP Lbws . M IA?r>4.IC + Qj n -1. REAM, CARR, MARKEY & WOLOSHIN LLP ATTORNEYS AT LAW FORMERLY KAIN, BROWN 6 ROBERTS LLP JACK F. REAM II STEVEN M. CARR AUDREY E. WOLOSHIN• GAVIN W. MARKEY JOHN N. ELLIOTT Or CO..*.L ROBERT J. BROWN 'LLM - Tw T10M 119 EAST MARKET STREET YORK, PENNSYLVANIA 17401-1278 (717) 843-8968 FAX (717) 846-4999 February 17, 2000 Robert H. Black 1788 North Meadow Drive Mechanicsburg, PA 17055 Pamela R. Black 1788 North Meadow Drive Mechanicsburg, PA 17055 R.H. Black, Inc. T/A Custom Patio Rooms of Central PA 2250 Bumblebee Hollow Road Mechanicsburg, PA 17055 In re: $100,000 Loan originated on October 26, 2004 Loan #3202095 "Promissory Note" dated October 26, 2004 for $100,000.00 Dear Mr. and Mrs. Black: THOMAS E. COCHRAN 1842.1960 COCHRAN L MAY I860-1083 COCHRAN 6 WILLIAMS 1093-1912 COCHRAN. WILLIAMS i KAIN 191E-1930 GEORGE HAY KAIN 1930-1937 KAIN, KAIN 6 KAIN 1937-1969 KAIN, KAIN t BROWN 1960-1996 KAIN, BROWN 6 ROBERTS LLP 1966-2007 WILLIAM M. KAIN (1912-1999) EDWARD C. ROBERTS (1936-2003) I have been retained by Commerce Bank/Harrisburg, N.A. (`Bank") with regard to the $ 100,000.00 line of credit extended, advanced and made on October 26, 2004 by Bank to R. H. Black trading and doing business as Custom Patio Rooms of Central PA ("Borrower") Loan # 3202095 ("Loan") which was guarantied jointly, separately, individually and collectively by Robert H. Black and Pamela R. Black by virtue of "Commercial Guaranties" dated October 26, 2004 ("Guarantors"). Pursuant to the original terms of the "Promissory Note" dated October 26, 2004 for $100,000.00, Borrower was obligated to pay interest on a monthly basis. Borrower has not made the monthly interest payments for October, November and December of 2008 and for January of 2009 which are due pursuant to the terms of the "Promissory Note" dated October 26, 2004 for $100,000.00. The failure of Borrower to snake the monthly payments of interest constitutes a default by Borrower under the "Promissory Note" dated October 26, 2004 for $100,000.00. EXHIBIT E D As a result of the above described defaults, Bank: 1. Hereby declares Borrower in default of the loan; and 2. Declares all amounts due on account of the Loan and under the Commercial Guaranties dated October 26, 2004 to be now due and payable in full. Very truly yours, Jack F. Ream, Esq. cc: Bryan Lenovich Commerce Bank/Harrisburg, N.A. BMfOWW.' R.H. BMck. Inc ditda CUStorn Patio Rooms of Clontnd PA ITIN: 25=1860558).._ 4609 Gsnvok g Road Mec anICS". PA 17065 Affiant: Robert H. Bleak ISSN: 16942-5671) 1788 North MSadow Drive OMadmakSburg, PA 17066 London COMMERCE BANKIHARRISSURG NA. COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL. PA 17011 (7171975-6630 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING. THIS Al& 0 DAY OF ©C?a pa• , 200q, A GUARANTY FOR AN UNLIMITED AMOUNT A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME N COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERMtG'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 WANING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT. AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S - 4 J?GMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: S. I FURY FNIt 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 LENOM 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 WANING THESE RIGHTS. AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENANN NER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: 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. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10.000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE M GIVEN UNDER SEAL AND IT 18 INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. AFFIANT^, r l 44"4-"&Vv.LX.N.0dt GM.Mr?n?1l??,Y NVMIR lna 1M7. 7COt. MW46.llA,. M MA tMCAWL1E?l0.VC 1, ism wt. EXHIBIT g E R.H. Black, Inc dlbla e%--- raw Rooms of Ce"q! PA,(TIN; .26-1B60668I 4509 Gotya" Road MwAff k:sb". PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT DISCU URE FOR CONFESSION OF ;.: DGMENT I AM EXECUTING, THIS O&LV DAY OF OCOF'W , 2CD4?, A GUARANTY FOR AN UNLIMITED 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 MEAN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF .1UDft g?fF_ NI WITHODUTING•C GUARANTY, ICE T sEING 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 WANING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S JUptiMi9NT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS::. G 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 GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEAVING, 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. BEND FULLY AWARE OF AMY' IZING AND A HEARING AFTER JUDGMENT 15 ENTERED AND BEFORE EXECUTION RG"TS TO INTELLIGENTLY ADVANCE VANCE NOTICE ON THE JUDGMENT, ! AM KNOWINGLY. N AND VOLUNTARILY WAIVING THESE RIGHTS. AND i EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND SAL :. INITIALS: LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WENCH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES. 1 REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WWTH THE GUARANTY. _ 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000: THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED !, ND SIGNED IT, AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. TH14 DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORONG TO LAW. AFFIANT: a r .a { ISsal) lASEN MD (M?w, vw. f.H.IQ4 C.P. M?,wM.YI ?ywMa M. Mf, m., N wta?A?..? •M N?10iR 7Rf71f= wFq EXHIBIT F E Lender. COMMERCE BA"*IARRISBURG N.A. CDMMERCIAL MA NESS DEPARTMENT 100 SENATE AVENUE CAMP HILL, PA 17011 Affiellt: Pamela R. Black ISSN: 166-444209) (717) 975-643p 1786 North Meadow Drive Mardwaicalm", PA 17065 N a d :.ra f } 7, J .c. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION: LAW COMMERCE BANK/HARRISBURG, N.A., Plaintiff vs. 04- 113o ROBERT H. BLACK and PAMELA R. BLACK, Defendants Action in Confession of Judgment CERTIFICATE OF RESIDENCE I, Jack F. Ream, Esquire, attorney of record for the Plaintiff, Commerce Bank/Harrisburg, N.A., hereby certify that: I . Name and Address of Plaintiff Commerce Bank/Harrisburg, N.A. 3801 Paxton Street Harrisburg, PA 17111 2. Name and Last Known Addresses of Defendants Robert H. Black 1788 North Meadow Drive Mechanicsburg, PA 17055 Pamela R. Black 1788 North Meadow Drive Mechanicsburg, PA 17055 Dated: February 24, 2009 earn, Esquire Rearn, Carr, Markey & Woloshin LLP 119 East Market Street York, PA 17401 I.D. 10241 Phone 1-717-843 -8968 Fax 1-717-846-4999 E-mail JReam_639@comcast.net Attorney for the Plaintiff Commerce Bank/ Harrisburg, N.A. (= 45 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION: LAW COMMERCE BANK/HARRISBURG, N.A., Plaintiff vs. ROBERT H. BLACK and PAMELA R. BLACK, Defendants TO: Robert H. Black 1788 North Meadow Drive Mechanicsburg, PA 17055 09-11-30 Action in Confession of Judgment NOTICE Pamela R. Black 1788 North Meadow Drive Mechanicsburg, PA 17055 You are hereby notified that on February 24, 2009, Judgment by Confession was entered against you, the Defendants, ROBERT H. BLACK and PAMELA R. BLACK, and in favor of the Plaintiff, COMMERCE BANK/HARRISBURG, N.A., for the following amounts pursuant to the warrants of attorney contained in the "Commercial Guaranties" dated October 26, 2004 attached to the Complaint as Exhibits "B" and "C" which was filed in the above captioned matter, for the following amounts plus costs of suit: PRINCIPAL $ 98,695.91 INTEREST TO FEB. 24, 2009 $ 2,005.45 LATE CHARGES $ 132.67 LEGAL FEES (10%) $ 9,869.59 TOTAL $110,703.62 Dated: February 24, 2009 IJaeiF" Ream, Efq-ui Ream, Carr, Markey Woloshin LLP 119 East Market Street York, PA 17401 I.D. 10241 Phone 1-717-843-8968 Fax 1-717-846-4999 E-mail JReam_639@comcast.net Attorney for the Plaintiff Commerce Bank/ Harrisburg, N.A. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION: LAW COMMERCE BANK/HARRISBURG, N.A., Oq _ 1130 Plaintiff CiV / 7 CX n-i vs. ROBERT H. BLACK and PAMELA R BLACK, Defendants Action in Confession of Judgment NOTICE OF ENTRY OF JUDGMENT TO: Robert H. Black Pamela R. Black 1788 North Meadow Drive 1788 North Meadow Drive Mechanicsburg, PA 17055 Mechanicsburg, PA 17055 DATE: February 24, 2009 (X) NOTICE IS HEREBY GIVEN THAT A JUDGMENT IN THE ABOVE CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU ON FEBRUARY 24, 2009 FOR $110,703.62. (X) COPIES OF ALL DOCUMENTS FILED IN SUPPORT OF TH WITHIN JUDGMENT ARE ENCLOSED. Prot notary a berla d County Civil Division By: If you have any questions regarding this Notice, please contact the attorney for the filing party being the Plaintiff, COMMERCE BANK/HARRISBURG, N.A.: Jack F. Ream, Esquire Ream, Carr, Markey & Woloshin LLP 119 East Market Street York, PA 17401 I.D. 10241 Phone 1-717-843-8968 Fax 1-717-846-4999 E-mail JReam_639@comcast.net Attorney for the Plaintiff Commerce Bank/ Harrisburg, N.A. (This Notice is given in accordance with Pa. R.C.P. 236) NOTICE SENT TO: Robert H. Black Pamela R. Black 1788 North Meadow Drive 1788 North Meadow Drive Mechanicsburg, PA 17055 Mechanicsburg, PA 17055 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION: LAW COMMERCE BANK/HARRISBURG, N.A., No. 4009 - 01130 Plaintiff vs. ROBERT H. BLACK and PAMELA R. BLACK, Defendants Action in Confession of Judgment CERTIFICATE OF SERVICE OF FORM 236 NOTICE OF JUDGMENT I, Jack F. Ream, Esquire, attorney of record for the Plaintiff, COMMERCE BANK/ HARRISBURG,, N.A., hereby certify that on February 24, 2009, I caused a copy of the "Notice of Entry of Judgment" and "Complaint" which have been filed in the above captioned matter and incorporated herein by reference hereto, to be served upon the following parties by United States Mail, regular mail and certified mail, return receipt requested, postage prepaid by depositing the "Notice of Entry of Judgment" and "Complaint" in the United States Post Office in York, Pennsylvania addressed to the following parties at the following addresses: Robert H. Black Pamela R. Black 1788 North Meadow Drive 1788 North Meadow Drive Mechanicsburg, PA 17055 Mechanicsburg, PA 17055 Certified Mailing # Certified Mailing # 7008 2810 0000 1049 2912 7008 2810 0000 1049 2929 Dated: February 24, 2009 (. --jacx I-IM n, Esquire Ream, Carr, Markey & Woloshin, LLP 119 East Market Street York, PA 17401 I.D. 10241 Phone 1-717-843-8968 Fax 1-717-846-4999 E-mail JReam_639@comcast.net Attorney for the Plaintiff Commerce Bank/ Harrisburg, N.A. Er ru Ur ? Postage $ M r-i Certified Fee C3 O Retum Receipt Fee (Endorsement Required) C3 Restricted Delivery Fee (Endorsement Required) USE a?a?l 09 Postmark Here C3 ,-I Total Postage & Fees CO parse a.. R tTO ?-- -?---?_- C3 sneer, Apt. No.: or PO Box No. r,. ! nw!....... ....... ------ -------- ---------- _.. City, State, ZtP+4 i ?TIFIFI? MAII P ru '' rq For delivery information visit out website at www.usps.corn it ru Ir Postage $ C3 a r \ (l?(l? rq Certified Fee 101- "? U M Retum Receipt Fee Postmark Q (Endorsement Required) Here C3 ResMcted Delivery Fee (Erxiorsement Required) C3 r9 Total Postage & Fees 03 ru San, To p Street dpt o p No. ??O-b A ` yn or PO Box No. 1 r! IN 2 t ?"? ?Ar 11055 r._ N may,` r? CID SHERIFF'S RETURN - REGULAR CASE NO: 2009-01130 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND COMMERCE BANK/HARRISBURG VS BLACK ROBERT H ET AL JASON VIORAL , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon BLACK ROBERT H the DEFENDANT , at 0014:39 HOURS, on the 26th day of February-, 2009 at 1788 NORTH MEADOW DR MECHANICSBURG, PA 17055 by handing to ROBERT BLACK DEFENDANT a true and attested copy of CONFESSION OF JUDGMENT together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: So Answers: Docketing 18.00 Service 9.90 .? Affidavit . 00 Surcharge 10.00 R. Thomas Kline ,I .00 37.90 02/27/2009 REAM CARR MARKEY & WOOLSHIN Sworn and Subscibed to By: z2 before me this day De uty Sheriff of A.D. tU SHERIFF'S RETURN - REGULAR CASE NO: 2009-01130 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND COMMERCE BANK/HARRISBURG VS BLACK ROBERT H ET AL JASON VIORAL , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon BLACK PAMELA R the DEFENDANT , at 0014:35 HOURS, on the 26th day of February-, 2009 at 1788 NORTH MEADOW DR MECHANICSBURG, PA 17055 ROBERT BLACK by handing to HUSBAND OF DEFENDANT a true and attested copy of CONFESSION OF JUDGMENT together with and at;-the same time directing His attention to the contents thereof. Sheriff's Costs: So Answers: Docketing 9.00 Service .00 Affidavit .00 Surcharge 10.00 R. Thomas Kline .00 19.00 02/27/2009 REAM CARR MARKEY & WOOLSHIN Sworn and Subscibed to By: L?1* before me this day y Sheri a of A.D. co ?.u r'U hQ,ERLmN0 G 0 U N T 4a IN THE COURT OF COMMON PLEAS OF ,' _ ' ? I Y L , 4 ' CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION: LAW METRO BANK, fWa COMMERCE BANK/HARRISBURG, NO.: 2009-01130 CIVIL TERM Plaintiff VS. ROBERT H. BLACK and PAMELA R. BLACK, Defendants PRAECIPE TO SATISFY JUDGMENT TO: PROTHONOTARY'S OFFICE OF CUMBERLAND COUNTY Please mark the above-captioned Judgment as SETTLED and SATISFIED. Dated: 69/ 2010 Esquire Ream, Carr, Markey & Woloshin LLP 119 East Market Street York, PA 17401 I.D. 10241 Phone 1-717-843-8968 Fax 1-717-846-6676 E-mail JReam_639@comcast.net Attorney for the Plaintiff Metro Bank f/k/a Commerce Bank/Harrisburg