Loading...
HomeMy WebLinkAbout01-6608PENNSYLVANIA STATE BANK Plaintiff GORDON K. BANZHOFF and GORDON K. BANZHOFF, JR., General Partners, and BANZHOFF & BANZHOFF, H, a Pennsylvania General Partnership, and KIMBERLY S. BANZHOFF, Individually, Personal Guarantor Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION - LAW CONFESSED JUDGMENT CONFESSED JUDGMENT COMPLAINT Plaintiff ~fles this Complaint purs;~ant to Pa. R.C.P. No. 2951Co) for Confession of Judgment and avers the following: 1. Plaintiff is PENNSYLVANIA STATE BANK, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal office and place of business at 2148 market Street, Camp ~Iili~ Cnmberland County, Pennsylvania 17001-0487. 2. Defendant, GORDON K. BANZHOFF, is an adult individual, and General Partner, who maintains an office with a mailing address of Post Office Box 339, Camp Hill~ Cumberland County, Pennsylvania 17011. 3. Defendant, GORDON K. BANZHOFF, JR., is an adult individual, and General Parmer, who maintains an office with an address of Post Office Box 339, Camp Hill, Cumberland County, Pennsylvania 17011, and address at 632 Devon Road, Camp Hill, Cumberland County, Pennsylvania 17011. 4. Defendant, BANZHOFF & BANZHOFF, H, is a Pennsylvania General Partnership, with an office address of Post Office Box 339, Camp Hill, Cumberland County, Pennsylvania 17011. F:\USERkBONNIEJO\PSB\CONFJUDG\BANZHOFF.WPD: 19Nov01 1 5. Defendant, KIMBERLY S. BANZHOFF, is an adult individ-al~ with an address of 632 Devon Road, Camp Hill, Cumberland County, Pennsylvania 17011. 6. In an effort to induce Plaintiff to extend credit to the business operating as Banzhoff & Banzhoff, H, on or about May 26, 1993, Defendants did execute a Mortgage in the amount of Eighty Thousand ($80,000.00) Dollars. Attached hereto, marked as Exhibit "A" and made a part hereof is a true and correct copy of said Mortgage. 7. As further inducement, Defendants did execute a Promissory Note to accompany said Mortgage. A true and correct copy of said Promiasory Note is attached hereto, marked as Exhibit "B" and made a part hereof. 8. As further inducement, Defendants did execute a Business Loan Agreement. A true and correct copy of said Business Loan Agreement is attached hereto, marked as Exhibit "C" and made a part hereof. 9. As further inducement, on or about May 26, 1993, Defendants, Gordon K. Banzhoff, Jr. and Kimberly S. Banzhoff, did execute a Commercial Guaranty. A true and correct copy of said Guaranty is attached hereto, marked as Exhibit "D" and made a part hereof. 10. A Confession of Judm~ent is a portion of each document attached hereto as Exhibits "A" through "D" collectively. 11. The attached instruments have not been assigned. 12. Judgment has not been entered on the attached instruments in any jurisdiction. F:\USER\BONNIEJO\PSB\CONFJUDG\BANZHOFF.WPD:19Nov01 2 13. In spite of Plaintiff's demands, the Defendants continue in default under the aforesaid obligations. 14. By virtue of the foregoing, the Defendants are indebted to the Plaintiff as follows: Principal Amount Due .......................................... $ 54,888.34 Interest Amount Due (through 11/19/02 @ Plaintiff's Base Rate + 1%%) .............. $ 1,254.16 Attorney Collection Fees ......................................... ~ TOTAL .................................................... ~ 15. By reason of Defendants' guarantee to Plaintiff in the full amount of the indebtedness to Plaintiff, all of which appears by reference to the attached inntruments, and by reason of Defendants' default, Plaintiff is entitled to Judgment against the Defendants in the sum of Sixty-One Thousand, Seven Hundred Fifty-Six Dollars and Seventy-Five Cents ($61,756.75). WHEREFORE, Plaintiff demands Judgment in the sum of SIXTY-ONE THOUSAND, SEVEN HUNDRED FIFTY-SIX DOLLARS AND SEVENTY-FIVE CENTS ($61,756.75), plus interest thereon at the rate of Plaintiff*s Base Rate plus One and One-Half (1%%) from November 19, 2001, as authorized by the warrant appearing in the attached instr~ment. Respectfully submitted, Robert D. Kodak Attorney for Plaintiff 407 North Front Street Post Office Box #11848 Harrisburg, PA 17108-1848 (717) 238-7151 Attorney I.D. No. 18041 F:\USERkBONNIEJO\PSB\CONFJUDG~BANZHOFF.WPD:19Nov01 3 ~y~"RECORDATIO" REQUESTED BY: .EN.SY,VAN.A STATE BABK WHEN RECORDED MAIL TO: SEND TAX NOTICES TO: nacesse;y Io preserve its value. a~n~d, 42 U.S.C. ~Gon ~1, use, ganaralion, manute~e, under, or about the Prop~y; (b) ' and "threatened release," as used lit this :onservalion and Recovery ,~cl, 49 U.S.C. adopted pursuant Io any ol Iha foregding. The lerms f Granlor's ownemhlp ol Ihs Properly, Ihere has been no ol any hazardous wasle or substance by any person on. MORTGAGE THIS MORTGAGE IS DATED MAY 26, 1993, bob/yeah Banzhoff & Banzhoff, II, a Pennsylvania General Partnership, whose address is P.O. Box 339, Camp Hill, PA 17011 (referred to below as "Grantor"); and PENNSYLVANIA STATE BANK,/-F.~hoee address is 2148 MARKET STREET, P. O. BOX 487, CAMP HILL, PA 17001-0487 (referred to below as ;'Lender"). GRANT OF MORTGAGE. For valuable conalderallon, Grantor grants, bargains, sells, conveys, assigns, Iranefere, releases, confirms and morlgagel to Lander ail ~ Granio~'s right, tills, end interesl in and Io Ihs following described real property, together with all exlsllng or SUbSequently eracled or affixed buildings, Intprovements and llxtures; all alrSets, lanes, alleys, pessoges, and ways; all easements, righls of way, ali liberties, privileges, tenameflts, hareditements, and appurtenances thereunto balooglog or anywiSe made eppudenani harSeher, and the reversions and remainders with respect here o all wa er wa er rlgh s watsrcoursea and d Ich rights including stock in utililtes w h dl ch or kdgalion rights) and ali dihar rights, royalties, and prolite ral~llog Io Ihs real properly, including wilhoul limitation all minerals, oil, gas, geothermal and s~m ar maltsrs, located in York Counly, Commonwealth of Pennsylvania (the "Real Property"): 2246-2310 Pine Road, Dover Township, York County, Pennsylvania as further described in Exhibit "A" attached hereto and by this r'~'~"~rence made a part hereof. The Real Property or its address is commonly known as 2246-2310 Pine Road, Dover, PA 17315. Grantor preeanily assigns lo Lende~ all of Granlor's right, lille, and Interesl in and Io ali tseses of Ihs Property and all Rents Irom the Properly. in addition, Grantor grants Io Lender a Uniform Commercial Code securily Interest In the Personal Property and Rents. DEFINITIONS. The Idiiowiog words shell have the following meanings when used in fhis Mortgage. Terms not otherwise delined in this Mortgage shall have Ihs meanings attributed Io such terms in Ihs Uniform Commercial Code. All tolerances Io dollar amounts shall mean amounts iii lawful money di Ihe United Stelea of Ama'ica. Granto{. The word "Grantor' means Banzhoff & Banzitotl, Ii, a Pennsylvania General Partnership. The G~antor J5 the modgagor under Ihts Modgaga. Guaranlex. The word 'Guarantor" meaps end Includes wlthoul limhalion, each and all Gl tho gueranlors sureties, and aceommodalion parties in connection wilh the thdebtedness. Improvemenl$. 1~e word "thtprovemants' means and includes withoul limitetion all existing and fulura improvements, fixtures, bdildings, sfrucluras, rnoplie homes affixed on Ihs Real properly, facllilies, additions and other conslruclion on Iha Real Properly. Indebtedness. The word "lndebledneas" means all principal and thleresl payable under the Note and any amouitls expended or advanced by Lender Io discharge obligalions of Grantor or expenses incurred by Lender Io enforce obligations ol Granlor under this Mortgage, Iogether with Interesl on such amounts as provided in Ihis Modgage. Lender. The word "Lender' means PENNSYLVANIA STATE BANK, ils successors and assigns. The Lender is Ihs mortgagee under this M~dgoge. Mortgage. The word 'Mortgage" means Ihis Mortgage belween Granler and Lender, and includes wilhoul llmhalion all assignlnenis end securily Interesl provisions relating to the personal Property and Rents. Nolo. The word "Nots" means lite promissoe/ nolo or credil ogrsemenl deled May 26, t9cJ3, in the original principal amount of $80,000.00 I;om Grantor Io Lends(, together wilh all renewals of, exlensions ol, modeications of, relinanciogs df, consolidslions ol, and subsltiultons tot the promtsso~/nots or agreement. The melurity date ol Ihis Mortgage is June 1, 2008. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Properly. The words 'Personal Properly" mean ail equipment, llxlures, and olher articles ol personal propedy now or horealter owned by Grantor, and now or ha'salter allached or affixed Io the Real P~opedy; Iogelhar with all accessions, pints, end additions to, ~ replacements and all subslitutlons for, any ol such properly; and Iogethar with all proceeds (including without limitation ali insurance proceeds and relunds ol premiums) from any Sola or olher disposffion ol the Property. Property. The word "Properly' means colieclivdi¥ the~Real Properly and the Personal Properly. Real Propa~y. The words 'Real Properly' mean the properly, interests and righls described above in the "Granl ol Mortgage" seclion. Reteled Documartla. The words 'Related Documents" mean and include without limitation all promissory p~otes, c[edil agleernenis, loan ograements, guaranltes, seaurity agreements, mortgages, deeds ol trusl, and ali olher inslrumenls, agrsemenls and documents, whalher now or here~fle~ exlaliog, executed i. coitnection with Ihs Indebtedness. Rents. The word 'Rents" means ali prasenl and fulure rents, revenues, income, Issues, royalllas, prolits, and other benefil$ derived I~'om Propmly. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (I) PAYMENT OP THE INDEBTEDNESS AND (2) PERFORMANCE OF ALL OBLIGATIONS OF GRANTOR UNDER THIS MORTGAGE ANO THE RE~TED DOCUMENTS. THIS MORTGAGE IS GIVEN ANO ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Excepl as otherwise provided In Ihis Mortgage, Grantor shall pay Io Lsnde~ e, li amounts secured by this Mortgage as they become due, and shall sthcUy pertorm ali ol Granlo~'s obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees thai Granlor's possession and use of the Property sh~ be govegnad by the following provtsJons: Rents llom Ihs Property. Duly lo Maintain. Granlor shall rnalnls)n the Property in lensniabts condilion and promplly pertorm all repairs, replacements, and mdinienanna SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY Loan No 60001542 (Contin~u~ed),,~ ~i:~ ~ --~ ~} ~ any pemon ~afl~ 1o s~h mafl~; a~d (c) Excel as p~o~y ~losed lo and a~n~ledged by Len~r In ~fi~. (I) ~1~ Gmnl~ n~ calera state and ~ ~ws, ~aaons and =d na~s, Including wilhoul fimllallon Ihose awe, ~ulations, and mdlnan~s de.ed ~l~ne comp~n~ ~ I~ Pmp~ ~h t~ s~fion of Ihe M~gage. Any Insp~tions or lesls made by Len~r sha~ be ~or Len~'s p~ r~ and w~ any f~e ~1~ ~g~i~l Lender f~ In~m~ ~ ~nfflbution In the event Gmnl~ b~o~s ~ab~ Im c~n~ ~ ot~ un~ any s~h ~, a~ ~) ag~ lo tn~m~ and h~d harm~ Lender against any and all cla~, I~, ~bBIt~s, dama~, penal~es, and ~flgallon lo In~m~, S~N s~ I~ pa~l ~ t~ I~bted~s end Ihe safisM~lon and recon~ya~e ~ I~ ~n of t~ M~ and shaE not be a~ted by Le~s 8cq~lon of any Inl~l In l~ Pr~, w~l~r by fomcl~ure or olh~lse. ~hl Io mmv, aW flabs, ~aM (1~ ~ and gas), s~l, grail or r~k prod~ls ~houl 1he p~ ~ften co~nl of Len~r. Lend~'s Inier~ls and Io I~pecl I~ Prop~W I~ pu~es of Granlm's comp~ance ~lh Ihe lerms and cofldillo~ ol t~s M~gage. efl~t, of SE g~nlal aulhodt~s epp~ble to t~ use or ~cupa~y of t~ Prop~y. Grantor may conill in g~ Mllh any s~h ~w, D~ ON S~ - CONSE~ BY LENDER. L~d~ ~y, at I~ ~fion, d~lare im~diately due and payable a~ sums s~ed by Ih~ upon I~ ~ ~ lre~f~, wfiho~ I~ Lend~s pdor ~llen consent, of a~ ~ any pad ol Ihe Real Properly, ~ any inleresl In I~ Real Pr~y. A "sale ~ Iransle~ ~ Ihe con~a~ ~ ~al ~op~y ~ any ~ht, fi~ ~ interesl t~r~n; whether I~al ~ eq~lable; whet~ ~untaw or Inv~unla~ w~lher by oul~hl ~, ~, InsMfi~nl sale conlract, land conlmcl, contract for deed, I~h~d Inlerest wHh a term g~l~ I~n thr~ (3) ~ars, lea~fion ~enW-~ p~nl (25%) ~ I~ voU~ sl~k m padnemhlp Inter. ts, as th. casa may be, ~ Granlor. Howe., th~ ~tion sha~ nol be ~ed by Lend~ ft s~h ex~c~ · p~ by ~al ~w ~ ~y Penns~va~la law. T~ES AND LIENS. T~ IM~ pro~ons r~ll~ lo I~ laxes and ilea on the Pmpe~ am a pad o~ th~ M~. Pwmenl. Granl~ s~R pay w~n d~ (and tn aN e~nls p~ Io ~lnque~y) 8~ taxes, payr~ axes, sp~MI 1~, assess~nls, wal~ c~r~ and ~w~ s~e ~ M~d agal~t ~ on a~unt of 1he Pmp~, and s~ll pay when d~ s~ ~al~ ~ w~ do~ on ~ I~ s~ Lend~ un~ I~ M~ge, ~t f~ Ihe flen ol I~ and as~smenls nol due, and excel as olh~se pr~d In f~ tM~ng pam~sph. pay, so long as Lend~s Inl~l In t~ Pr~y ~ not Je~ar~zed. ft a ~n arises ~ is filed as 8 r.ufi of nonpa~ent, G~nt~ s~R ~n ~fl~n (15) da~ sfl~ I~ ~n a~ or, ff 8 I~n M ~d, ~thln fifteen (15} da~ aHer Gmnl~ ~s not~e ol 1he fi~, s~ t~ d~e ~ I~ flen, ~ ti requited by Len~, ~11 ~th Lender cash or a s~nl ~omle surely bond ~ olh~ s~ly ~act~ to Len~ In an emounl sunni Io d~ha~e Ihe ~n pl~ a~ c~ts and a~or~' le~ ~ olh~ c~es t~t could a~rue as a r~ull ol a ~ure ~ ~ und~ I~ I~n. In ~me Len~r as a~ addlflo~l ~ under a~ surety bond f~nlshed In the conill pr~ee~ngs. ~1~ ere supped to t~ Pr~e~, ff any m~n~'s ~., maleHalmen's lien, ~ ol~r lien could be ass~ed on a~unt o~ I~ w~k, ~, ~ ~terla~. Granl~ w~ ~on req~l of Lend~ furn~h to Lend~ a~a~e assurances ~tlsfact~ Io Lend~ thai Gra.l~ ca~ and wB pay PROPERTY DAMAGE INSURANCE. The foHo~ pro.alone relafl~ Io In~dng the Prope~y are a pad of t~ Modgage. repM~menl ba~ Im I~ f~ Im~ble val~ cov~ing all Impro~menls on Ihe Real Prop~y I. an amounl su~nt I0 avid appl~fion ~ aW coins~n~ cla~, and ~h a slan~rd m~ga~ ~u~ In [av~ of Lender. Pol~ shall be ~ften by such Ins~a~ compa~ and In s~h sfip~atlon 1hal co.age wifl nol be ~lled ~ dlmlnls~d ~thout a minimum o[ lan (10) da~' prior ~ten ~e to Len~ end n~ con~l~ng any di~lai~r of I~ I~'s ~ablllly for failure Io gi~ such notice. T~ R~I Pr~y Is 1~8led In an a~ d~lgnal~ by Ihe DI;~I~ ol I~ Fed~al Eme~e~ Mana~menf ~ency as a sp~ial flood ha~rd area. Gmnl~ ages Io obtain and malnlaln Fedmal ~od I~a~ to I~ e~enl such Imma~e ~ required and ~ ava~bM f~ 1he term o[ Ihe I~n and for the full unpaid pd~ipal bala~e of t~ I~n ~ I~ m~mum Bmll of co~rage Ihal ~ ava6abM, whicker ~ I~. Appll~tl~ of Pr~eds. Granf~ sha~ pro.fly noti~ Len~r o~ any I~s ~ damege Io Ihe Pr~. Len~ may make proof ol I~s If Granl~ app~ 1he pr~s lo ~l~afion and repair, Granlm shall ~a~ ~ repMce Ihe demand or deslroyed I~r~menls tn a man~ sal~fa~ lo ~ex~red In~rance al ~le. Any un~lr~ Insuran~ shall inure Io the benefit of, and pass lo, ;~ pum~ser of Ihe Propedy covered by Ihis ALL that certain tract of land situate in the Townshi~ Q~Dover, County of York and Commonwealth of Pennsylvania, being more particularly bounded and described as follows, to wit: BEGINNING at a steel pin set along the southern side of Pine Road, at lands n/f of G. Walter Nickey; thence extending along lands n/f of G. Walter Nickey south fifty-five degrees twenty- three minutes fifteen seconds East (S 55* 23' 15" E), for a distance of 100.30 feet to a steel pin set along the northern bank of the Little Conewago Creek; thence extending along the northern bank of Little Conewago Creek South fifty-two degrees fifty-two minutes' zero seconds West (S 52* 52' 0" W), for a distance of 267.07 feet to a steel pin; thence continuing along the northernmost bank of aforementioned Little Conewago Creek South fifty-five degrees thirty-nine minutes forty-five seconds West (S 55* 39' 45" W), for a distance of 112 feet to a pin at lands n/f of Adorl H. Hoyme; thence extending along lands n/f of Adorl H. Hoyme North thirty-four degrees twelve minutes thirty seconds West ( N 34* 12' 30" W), for a distance of 72 feet to an iron pin found along the southern side of aforementioned Pine Road; thence extending along the southernmost side of said Pine, North fifty-six degrees ten minutes thirty seconds East (N 56" 10' 30" E), for a distance of 112 feet to a steel pin; thence continuing along the southern side of said Pine Road North forty- six degrees fifty-two minutes thirty seconds East (N 46° 52' 30" E), for a distance of 233.30 feet to a steel pin at lands n/f of G. Walter Nickey; said point marking the place of BEGINNING. ganzhoff.Oeed Legal 6 EXHIBIT A 05-26-1993 MORTGAGE Page 3 Loan No 60001542 (Continued) ~ ici !,.. -! !'~ !'i !'it, . Title. Granlm warrnn~s t~l: (a) Granim h~ good and ~e~ a~ ol r~d Io t~ Prop~y in ~ simpS, Ir~ end ~ ol sE I~ns and fav~ oL ~ a~led by, ~ In oon~U~ with [~s M~gage, and (bi Gr~nl~ has t~ f~l r~hl, pow~, and aulh~y to e~ule a~ d~v~ ~ of TIBe. S~ Io I~ ~pflon In Ihe pmagr~h above. ~anl~ warmn~ and wgl forev~ defend t~ ti~ Io ~ ~y · wl~ ~ ct ~ ~. In ~ e~nt any acBon ~ pr~ ~ com~d ~t qu~aons ~anl~s ~ ~ ~ in.rest ct Len~ un~ Ibis M~, ~aN~ s~ ~lend t~ a~on at ~nnt~s expe~. ~anl= ~y be I~ nomi~ p~y in s~h pr~, but Len~ s~a be ena~d Io p~a~ In t~ pr~ and Ia be r~resenled In t~ pr~ by c~n~ ~ Lend~s own ch~e, and G~ani~ w~ ~v~, or ~u~ lo be ~ed, to Len~r s~h i~n~ as Len~r may r~sl kom fi~ to ama Io ~l s~h pa~a~on. CON~ATI~. T~ f~owl~ ~o~o~ r~flng to conduction ol Ihe ~o~y em a part off I~s M~ga~. ~a~n ol Nel Pr~. I~ ~ m any p~ of I~ Pr~y ~ condem~d by e~nl domain pr~s ~ by any pr~d~ or Pr~. II any F~ In condem~n ~ tiled, Gmnt~ sh~l promptly noilly Lend~ tn wri~ng, an~ Gmnl~ s~ promp~y ~e s~h s~s as may be ~ Io ~fend I~ acEon ~d ~ I~ awed. Granl~ ~y ~ the no~n~ p~y In s~h p~e~, but Len~ ~ be en~ Io p~a~ In I~ pr~ and [o be r~r~nled In Ihe pr~dl~ by cou~el ol i~ own cho~e, and Gmnl~ w~ deav~ Current T~e, F~e ~d Chmges. ~on request by Lender, Granl= shall ex. ute such d~uments in addition lo Ibis M~gage and I~ In~d~ ~med by I~ M~age; (bi a s~ ~ on Grnnlor w~h Gmnt~ ~ aulhor~d or required Io deducl kom paymenls on Ihe In~n~ ~ured by lhls ~e of M~gage; (c)a ~ on I~s lype ~ M~ cherg~b~ ag~st I~ Lendm ~ Ihe h~r ct the N~; and (d) a sp~i~ ~ on nE ~ any p~ion ol Ihe In~btedne~ ~ on pay~n~ ol pri~ipal and inl~esl ma~ by Gmnlor. Sub.q~l T~ II any ~ lo w~h ~ ~on n~s is e~cted sub.quasi 1o Ihe dale ol I~ Medgage, thia event s~ ~ I~ ~me e~l ~ an E~nl ol Dele~ (as defin~ ~ow), and Lendm may e~ro~ any ~ all ol ils av~iab~ mmed~ f~ an Event o~ Deleull ~ pro~d ~ow units Gmnl~ ~l~ (a) pa~ the ~x beige it ~omes delinquent, ~ (bi contests the ~x as pro~ded above tn the T~es and ~6on and ~i~ with ~n~ ~sh ~ a su~enl c~p~aie surely bund ~ olher secudly salislaclo~ to Len~r. S~ml~ A~ee~t. T~s ~bumenl shall cons~tule e s~urtiy agr~nl Io Ihe axles{ any ol I~ Pr~edy consatuies ~lures ~ olhm p~so~l p~l and conanue ~n~s s~ inlmesl In I~ Ren~ and Perso~ Pr~edy. In ed~Hon lo r~ I~s Mod~ge In I~ r~ ~y r~m~, ~n~ ~y, at any Brae and wilful lu~e authm~on from Ginnie, ~le ex~uled counlmpa~, c~s ~ r~rod~Bo~ ~on ~la~l, ~ s~l ~mb~ t~ P~o~ Pmp~ in a ~n~r and al a place reaso~bly convenienl Io Grenl~ and Lender and ~ke ti ava~ to L~ wllhin IN~ (3) da~ afire r~l ol whiten de.nd bom Lend~. ~d~e~. T~ ~B~ address ol ~anl~ (~t~) and Len~ (~ured pady), Irom Wh~h intimation conc~ the ~tiy granted by I~ M~ ~y be ~ned (e~h as mquked by t~ Unl~m Com~rc~ C~e), am as sla~d on I~ Iksl pe~ el this M~gage. F~T~ ASSUR~CES; A~ORN~4N~ACT. The fo~o~ pro~ons r~ti~ lo ludhm ass~ances and att~ney4~f~ct me a ~, ~u~ ~ ~ed, Io Lendm ~ ~ Len~s ~, ~nd w~n req~d by Lender, ~use to be ~d, r~d, pr~e (e) ~ ~a6o~ of Grant~ un~ I~ No~. ~s M~, and I~ R~led D~u~nls, and (bi Ihe liens and ~urily Inleres~ =~1~ by t~ M~ge as ~st and pd~ ~ on Ihe ProperS, whel~ now owed ~ hm~flm acqu~ed by Grant=. Un.ss proh~ited by ~w AIl~ney4~t. If Gran~ ~ls Io do any ~ Ihe I~n~ relmred to in I~ pr~di~ paragraph, Len~r ~y do so f~ a~ in the ~ani~ a~ al ~anl~s ~en~. F~ s~h pmpo~, Grnnl~ ~eby ~rev~ab~ ~p~nts Len~r ss Granl~'s allor~tacl [~ t~ purple ~mp~h I~ mal~s ref~ed Io ~ Ihe pr~edi~ pmagr~h. ~f~lt ~ Olher P~nl~. Fa~ure ct Grant~ wti~n Ihe fi~ required by I~s M~ge Io make any pay~nl lot ~ ~ ins~a~e, ~ any o1~ pay~nt n~ Io pre~nl ~B~ ~ m to e~l disc~rge of any lien. Commie ~!~11. F~me to co~ly ~lh any ot~ ~m, ~aaon, covenanl ~ condition confined in l~s M~ege, the NO~ ~ ~ted D~u~n~. ff s~h a lallum b curable and g Granl~ ~s not ~n glen a nol~e of s breach o~ Ihe ~me prov~on ~ Ih~ M~ge wg~n t~ ~dl~ ~ve (12) months, ti ~y be cured (and ~ E~I ct Delsuti wl~ ~ve ~urred) if Granl~, afire ~n~r ~nds w~tll~ no~ ~ndi~ cure ~ s~h fa~ure: (a) cur~ I~ I~me wti~n flf~n (15) da~; ~ {b} ti Ihe c~e req~ m~e t~n ~fl~n (15) ~, Im~l~y Lend~, whelhm existing now or lal~. Events Affecting Guaranlor. Any of Ihe pr~edi~ evenls ~cum wilh respecl Ia any Guarantor ct any ct the indebtedness or such Gua, 05-26-1993 N1ORTGA~'i~ ~ ?~\ t~ I:' Page 4 Loan No 60001542 (ConU ~e~)-. ~ , ........... ~--~ ~ hermit ll~e G~ranlor's eslele Io assume uncondltlonaflY Ihs tneecurlly. Lender In good faith deems itself Insecure. RIGHTS AND REMEDfES ON DEFAULT. Upon the occurrence of any Event of Default and at any lime Iheruefler, Lender, al its option, may exercise any one or more of Iha Ioltow~ng dghle arid remedies, In addition to any other Hghla or remedies provided by law: Accelarale Indebtedness. Subject Io applicable law, Lender shall haVe Iha right at tls of)lion wllhoul notice to Grantor Io declare the entire Inds~lednesa Immedtalsty due and payable. UCC Remedies. With respect Io all or any part of Ihs Personal ~opedy, Lande~ shall have all Ihs rights and remedies of a secured pa. dy under Ihs Uniform Commercial Cods. Coll~t Rents. Lender shall have Ihs right, wilhoUl notice Io Granlor, Io take possession of Ihs Propedy end collect Ihs Ranis, I~cludlng amounts past due and unpaid, end apply the net proceeds, over and above Lendm's costs, agelest Ihs Indsbledcees. In fudherar~e of Ihla dghl, Lender may ~'eqlJ~re any tenant or of. eser of the Pro~e_rfy to. m.a k e,~ a _ _y~_ .1~... ,n_t s ,o.f.~..I earn ~Jeor se~n sldi~je~m te~ ~so ~e~e ~ idve~ d '~ hpea ~en~n ~t ~lor~eof°~lnteldhebynLae~ed~O · Grantor a~d to negoltale the same and collect the proceeds. Paymenls by te~anm or o.~er ~= .~ .......... satisfy Ihs obllgallons for which Ihs payrcenls are made, whalher Or hal any proper grounds for the demand existed. Lender may exercise its Hghle u~der lhla Subparagraph ellhar in person, by agent, or Ihrough a rec~'. hi to have a receiver appotnle<:l lo take possess o~ of all or any part of the Properly, with Ihs powm' to Appo n! Re~alvex. Lender shell have he r~l - -- --,- o.~] he Penis Irom the property and apply protect and pl'~ the Property, to opera · he p~operfy preceding Ioreclosuru ~ ~, -..- Io eolte~ proceeds, owr and abov~ the cost of Ihs receiv~shlp, egstnst the Indebtedness. The receiver may serve Without bond I! permitted by law. Lender's right to the appolntme.t of a meek, er shall exist whelher or hal Ihs apparenl value of Ihs properly exceeds lbo Indebtedness by a aubsla~ltal emounl. Eroploymenl by Lender shell rmof dlsq!Jallfy s person ham serving as a recstve~. J~ldlclel Foreofolure. Lender may eblaln e ludiclst ~ foreclosing Grenlor's Inleresl in all or any gert of Ihs properly. Ihs ess o rocuflng possession of Ihs P~opedY, Grantor hereby aulhodzes end empowers any sttorcey at poeseuelon of the Property. For pu~o p_ L -= slim'my for L r and all persons claiming under or Ihrough Lender, a~ court of record in Ihs Comma.wes h o Pennsywsme or e~sowce+e, a .......... _ e_?~_e~ -~-~slon ~! he pr*'~edv and ~o appear Iai and to ~l~n an ag~uemenl for e~ledng In shy compelont court an amicable ac on In eJeclme,. ,~ ~,u=~o Prope~y by nonJuo~al sale. ": ' ~flofancy Judgment. Lander may oblain a Judgmanl for any deficiency remei~ng in Ihs IndsblednesS ~l~b ~o L~ attar ~P~,ltOn of all becomes entitled to pceceselon of Ihs I~'opefi7 up~. uezsu,, o, ,,..~'an~r_, ~,~,., ~...= ..... ~f~h~ prenertv or ~'ot vace, the properly Immedlelely P~a~,,~s~hl~s,~ ~h~nvS~o her remedy end an aisc on Ia make axpendilu,es or take action ,o perform an ..obllgelt.on .o.t.G.r.a~or__u_n_dsr ,his Mo4'lgege ~"~u~'~)F~;~n~l~ pedorm sl~ll nol eft.! Lend. s ~h o dsolam e dsfaul and ex.cise Ils remaOle-~ under In. end Lendor's legal expenses whelhe~' or no ~ Is a la.ult:, I,nc~_.u_o~mg alL~jm~qo~n;e~ne~Sc~lTec,-~:~l-~e; he ~'otcearcNng records ebtst.ng Pr~y. MOR~I,3~,G E PI\GL Page ,)5-26-1993 - Loan' No 60001542 (C0~U~d~d) such w~v~ ~ In ~ and ~n~ by Lend~. No d~y = o~lbn on the part of Lend~ in exercl~ng any ~hl ahab operate u a w~ver GRANTOR: Banzhoff & Banzhoff~ ~1 a Pen I~r I eneral Pmlnershlp Gordon K. Signed, ackno~l~l~l and dellver~l in Ihe presence of: X Wllnese X Wltnes~ CERTIFICATE OF RESIDENCE I hafeby cerllly, thai the precise address ol the modgagae, PENNSYLVANIA STATE BANK, herein is as follows: .,.. .._, .. o..x ., ....,.,, ,A 1----, PARTNERSHIP ACKNOWLEDGMENT STATEOF ~::)~'"N~',F~-,~'~. c~ ) )aS B~ff, Jr., ~nerN P~r ot ~,.~ & ~off, It, a Pennsylvania Gener~ P~ner~lp; ~d Gordon K. ~ll, ~G~De~:~r: 6f"...' ~aoff i Baaoff, II, a Pen~ylv~la Gener~ P~ner~lp, and known Io ~ Io ~ padnms or ~sig~Md agenls ~ M~ga~ and a~ I~ M~ge Io ~ I~ ~se and v~unlary ~1 sad ~d o~ the p~n~ by ~mnt, f~ ~ ~ and purp~ Ihm~n ~ngoned, and o. ~lh sM~d 1~1 they are aulho~d Io execuM Ibis Modgage ~t~ Pu~lc In ~ for the Slale of ~ ~ % My comml~on expires I L~a R. Rowe, No~y Pub~ 1 J Lower Pa-~:)g T~.,,O~.L.~:~ CC~I~/ I Certify qq~s Document ~ Be Recorded In York Co~ty, Pa. PROMISSORY NOTE h s d~ument to any pad~u ~ I~n or em. p~:~;.~ea In ~ she.d ~ ~e i~ Len~'s use o~ and do n~ a~l the a~p~bml~ o p~er~lp ~IN: ) 2148 MARKET STREET P.O. ~z ~e P. O, BOX 4a7 PrlnclpM ~0unt:' $80,~.~ Date of Note: May 26, 1993 PROMISE TO PAY. B~off & B~off, II, a Pennsylv~a Gener~ Partnership ("Borrower") ~oml~s to pay to PENNS~V~IA STATE B~K (~nder")~ or order an I~lul money of the United Slales of America, the prlnclpM ~ounl gl El~ly Thou~d & 0~1~ Dollms ($~), to~ffi~ ~1~ In'eM on I~ unpMd ~ nc p~ ~ce horn M~ 2~, lgg3, unlll pNd In ~ull. PAYM~T. SubJ~t Io ~ ~ymenl ch~a ~e~lllng fr~ ch~gea ~ the Index, Borrower will ~ this Io~ In accmdance wllh Ihe following ~y~nl Kh~ule: T~ ~n~ ~ of ~0~.~, ~lher wllh lnte~e~l ~ herelnBh~ provided on Ihe pdnclp~ bM~ce oulsllndlng ~me, c~u~Md on Ihe b~l of i ~E ally ye~, ~Mi be p~y~le ~ con~cullve monlh~ In~tMlment~, co~enclng on ~uiy i~1~ ~e 1, le~ to d~lMe ~e ~ re~nln~ prlKIpM bM~nce ~d ~cc~ued Inle~est ~ immedlelely due ~nd ~ovM~ ~i~. C~cln~ 1~ I~ ~le he~ ~nd c~flnulng unt~ ~ne 1,199B, pdnclpM end InlereM Ihe ~Me M nine ~d on. MW percenl (~.Eo%) ~r ~n~ on lhe ~l~endlng pdncip~ bel~nce i~li be p~y~le In equel m~lh~ MllMlment~ of ~36~7 on ~e ~r~l d~y of eKh monlh, eKh ~h p~ymenl Io be ~pplled first Io lhe p~ymenl ol intereil ~ the oul~nd~g ~IKIp~ bMBnce~ bMd on ~ ~g~eed fifteen {16) yee~ ~ortl~Uon. The~elfler, unie~ Ihe ~ Fovld~ ~1~, ~e In~emM ~lle p~y~le on lhe prlnclpM ~ounl ol Ihe Lo~ Ihen oul~l~ndlng ~ell be · r~le ~ offered by t~ Le~ ~ Itl ~Je W~reUon, Ind the ~ount of Ihl monlhly Jn~lellmenl~ of p~lnclp~ and Inte~e~l ~il be ~uch h~ve ~ ~d ~e~ the ~er ~d lhe ~ender, I~ the Lender ch~M~ not ~o oiler I fixed ~Me, or lhe Borrower ~i not ~ept the rMe, If ~y ~ o~e~ by Ihe Lender, lhe rMe ol Mleresl peyBble on lhe Ioen 1o~ Ihe rem~lnde~ ~ le~ ~ ~ one ~ on~MI pe~ceM (1.50%) plu~ t~ b~e Inlere~t tale Bnnounced /rom Hme Pe~lylv~ ~tele B~, ~ III "~ Lending ~Me", ~h InlereM rile under lhl~ hole Io ~ HJuM~ when bM Mle~eM rele c~gel. Fdncl~ ind InlmeM, et ~ ~Me ~ove ~t~led, ~il be pMd by ~owe~ lo ~ender In conMcullve money InslM~entl commencing on ~ly 1, 1~9~, ~ conl~ulng on Ihe firm day ol eKh monlh Ihe~e~fle~ ImmedMiely dui ~ p~ble, ~ provM~ ~low. Mon~ly p~ymenl~ ol pr~cJ~l ~d inlere~ ~all be celcul~ed ~Julled qu~erly ~ovlded ~e Lender re~rve~ the d~t Io ch~n~ more Ir~quenlly lh~ qulAeHy H n~esM~ Io ~void ne~llvl ~i~d~) blMd u~n Ihe ~oilowlng: (I) Penn~ylv~ll Sl~le B~'s B~M Lending ~le pIuI one ~d on~ell ~clnl (1.~%)~ (~) ~e prlnc~ remMn~g unpMd~ ~d p) Ihe remMnln~ ~odi~lion term of Ihe Io~n. B~ W~ p~y LendM BI LendM's eddre~ shown ebove ~ ~t s~h o~her pl~ce as Lender ~y des~nele In wdll~. Unless requked by app~M ~w, paymenls wW be applMd first Io a~rued unp~d interest, Ihen lo pd~ipal, and any rem~ning amount lo any unp~d Pe~va~ S~ Ba~'s Be~ Lendl~ Ra~ (Ihe ~nd~). T~ Ind~ b nol n~ssaRy Ihe Iow~l tale c~rged by Lender on I~ loans and Is ~1 by Lend~ In I~ s~ ~eflon. If Ihe Ind~ b~omes unavailable dudng 1~ I~m o[ Ibis loan, Lende~ may deslgnale a subsfilu~ Ind~ ~ no~ to ~ wlI~ to I~ ~d ~lpM bal~ce of {hl~ Nolo will be al a tale of t.SO0 ~rcenlage poAls over Ihe index, ~esulUng In a currenl tale gl a~% ~ ~n~. NOTI~: Und~ no ~gu~es ~ I~ ~1~1 role on t~s Nolo be m~e than Ihe m~um rate allowed by app~le ~w. P~PAYMENT ~N~TY. B~ow~ a~ees I~t all I~n I~s and ol~r prepaid ~ c~r~ are ea~d lully ~ gl I~ ~le o~ I~ ~an a~ wa not be s~ lo relund ~on ~dy psy~ni (whel~ v~un~ ~ as a resell or delault), excepl as ~ise raquEed by ~w. Upon pre~yment of this Nolo, LePer la enall~ lo Ihe follow~g prepaymenl penally: ~o pe[cenl (2%) o~ emounl p~epeld d~lng ~y fixed I~M~, B~ow~ ~V pay wll~ut penally MI ~ a p~lon of I~ amounl owed ~d~ I~n fi ~ due. Early paymenls wil not, unless agr~d Io by L~d~ ~ wd~, rMleve B~ower M ~rower's ~alion to conlln~ lo ~ psy~nb under t~ paymenl schedu~. Ralh~, t~y p~M ~a~ d~ and ~y r~ull In B~row~'s ~1~ lew~ pay~nb. LATE C~GE. II a penni · ls day~ or more IMe, Barow~ ~ be charged S.~% gl ~e unp~d portion ot Ihe [egulmly ~heduled payment D~A~T. B~ wB be In ~la~t ~ any el Ihe I~g ~ppe~: (a) B~row~ f~ Io make shy pay~nl w~n due. (b) B~r~ ~ks any pr~ B~ow~ ~ ~ lo Len~, = Be~ow~ lel~ Io ped=m promptly al Ihe fime and shifty In the ~n~ pro~ded In ag~nl ~led to IMs No~. ~ In any ~ agr~nl m I~n B~row~ has wllh Lan~r. (c) ~y mpresen~U~ ~ s~nt ~ = I~Ns~d Io Lend~ by B~ow~ m on B~ew~s basil · fa~ ~ misusing In any ~1 resp~t. (d) ~y p~r dies ~ any or b~s i~nl, a r~v~ is spp~nl~ I~ any pea ot B~ow~s p~erly, B~r~ ~kes an ass~nmenl Im I~ be~fil gl =e~l~s, ~ any pr~l~ ~ co~d ~ by B=[~ ~ agal~t B=[ow~ unda any bs~ruplcy o~ Ins~ve~y laws. (e} Any =edll~ bl~ Io take any gl B~row~s pr~ on ~ ~ w~h Len~ ~s a ~en ~ s~mlly Inl~esL T~S I~ludes a gar~sh~nl gl ~y gl B~rowe~s accounb wilh Loner. (~) ~y gl I~ even~ d~ed In ~ ~la~t s~flon ~urs with m~l Io any gumsnlor of Ibis N~e. (g) Lend~ In good leith deems tis~l tnsec~e. B~ow~ ~so ~ pay Len~ I~1 amounL T~S I~lu~s, subJ~l Io any ~ls und~ applicable ~w, Lend~s atl~' I~s and Len~'s ~el ~en~ w~ ~ not I~e b a ~ell, I~udl~ atl~ne~' f~s and I~el expels f~ ba~rup~y pr~dl~s (l~lu~ valle any a~o~ s~y ~ InJum~on). appea~, end any anl~lpeled'pos~Ju~ment c~on s~. II not pro.led by app~ab~ ~w, also ~ pay any ~ c~, In ad.lion Io a~ olh~ sums p~o~d by law. If Ju~nl ~ enl~ed In con~aon with Ihls Nolo, Inlmesl wi~ conan~ ~o s~ on I~ No~ a~ judg~nt al I~ Inler~l ra~ app~ab~ Io Ih~ Note at I~ ~me Judg~nl ~ eniaC. This Note h~ been delivered to lo t~ JuH~lctl~ of ~e ~de of Cumberl~d Coun~ the ~mmonweellh gl Pennsylvania. Thl~ Nolo ~all be ~verned by and coneEued In ~c~¢e wlffi ~e ~e gl I~ C~monw~lh of Penn.lydia. CONFESSI~ ~ ~M~T. B~ow~ h~eby krev~ably authors and empowers any all.ney ~ I~ Prolhono~ ~ ~erk of any Coud In Commo~lh ~ Pe~va~a, ~ N~w~re, to app~r al any lime t~ B~ower slier a ~faufi un~ I~s No~, and ~lh ~ withoul comp~lnl ~d. as DIS~N~ ITEM F~. E~ow~ wa pay a fee Ia Lender of $~.~ fi B~row~ ~kes a paymenl on Borrow~s loan and p~u~d c~e wRh w~h B~ower pa~ is ~l~ ~hon~ed. RlGkn' OF SETOFF. Bo~ower granls lo LendM · bansfem to Lendm' el B~ow~'s rtgM, lille and account), Including wllhoul IIm~fion el accounls held et~ IRA, F.~ogh, and trusl accounls. Bmrower aulhodze$ L Nolo against any end el st~ch accounts. f assigns, conveys, delivM$, pledges, and {whelher checking, savings, o~ some giber excluding however law, lo charge M selolf alt sums owing on this herewith and York Courtly, Pennsylvania as described In the Modgage which are to be kepi and y were fully set Iorlh herein, slricllv in accordance wllh Ihelr larmq 05.-26-1995 PROMISSORY NOTE Page 2 Loan No 60001542 (Continued) ,,, ea~ kom the'date hereo! upon slxly days' prior written notice Io Ih~ B~.~G~';,-, Lander, t'~ I PROVIIION Al any time arm the exp ration ol live (5) y -' ......... ,eat-ay due and oayab e 'II Lender ' -~'~"~o~-dl~[~'o mav'dec4ere the then remaining balance ol the principal sum ama accrue, o..,me,,-~_~_-.=,,~.~ acc~oad ~.d unpa d n erest am~ ~r~e~la lO ~'~1~; a~h deceleration, this Nol$ shall mature, arid the entire unpaid balance gr ,ne pnr~. ........ thamon, shall be due and payable on June 1, 2008. , LOAN DOCUMENT.. This Nolu, ,ha Mortgage end ~ecgrti, Agree.ant, th.e. rel.a~le, d~_c.o.ll~a!~e~a~l~ds~hu,~m~:;las;eLl==~r~:~,=~[~.~r°w' doled Aprff 19, 1993, are refe~ed lo herein costively as the ~.oan Documents, anu ,,~ ~ ............ GENEN,IJ. PROVISIONS. Lender may delay _.rg.. ,~flg_ ......... .4 ~.. I-w wane n~esenlment, demano lor paymem, prot~ a,~ nless othefwise expressly staled in w~ti rig, no party who alarm this Nolo, whether aa maker, dishonor. Upon a,y change In the lerm~ ol this Not~: and. ur ......... All ,~mh oa agree thai Lender may renew gr axtefld (~99atedly a.fld guarantor, accommodation maker m' e~dm'ser, shall De remese? worn .a.o_.,,.?.,.. ~.~,~k.[r frl~l~t° [aallze u~on gr pe~fecl Luoder'a aecurtiy Inlmesl In the Ior any le~glh ol ,me) this Io~n, gr release any party or g~..u~ran~gr_%~c~o~?ha~, e~s"~; ~ notice o an~Yone. All such paHIse also agree Ihal L*nder thl~ loan withou the ocnsen of er nolk,'e lo an¥orm olhe~ than the pa y with whom the modification la made. It any potion ol thla Nola is .may modify ....... - ,- ~- ,--®nlmcqmbla It will nol alfecl he ento~ceablllty o! a~y other provtslone of Ihla Nolo. PRIOR TO SIGNING THIS NOTE, BORROWER REAl) AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST HATE PHOVISlONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWI.EDGEa RECEIPT OF A COMPt. ETED COPY OF TH~ NOTE. BORROWER: ' Benzhoff & Ban~to~,.(I, I Penniylvanla 1.3pne r M pe~lner~hlp LENDER: PENNSYL'~/'~qlIA STATE BANK BY:Aut .,dSINESS LOAN AGREEMEI'.. References in the shaded area ere for Lender's use onl}~ and do fist limil the applicability of this documenl lo an), particular loan or Itam. I Borrower: esozhoN & Banzhoff, It, n Pennsylvania General Lender: PENNSYLVANIA STATE BANK PorfoerNtlp (TIN:) 2148 MARKET STREET P.O. Box 339 P.O. BOX 487 Camp I-ilil, PA 17o11 CAMP HILL, PA 17OO1-0487 THiS BUSINESS LOAN AGREEMENT between Borlz~off & OanzJtoff, Il, a Pennsylvania General Pa~lnership ("Borrower") and PENNSYLVANIA STATE BANK ("Lender") ta made and exsculnd mt the fogowthg terms and conditions. Sorrower has recelvnd prior commercial loans from Lender or ~ applied Io Lender Iore commorci''~ loan or Inena and other flnsoclal accommodallone, Including those which may be described on any exhibit or schedule sltsched fo th~ Agreement. All such loans and financial sccommodellons, together with all future loans and financial accomatndelfone from Lender to Borrower, a~e referred to In this Agreement individually go the "Loan" and colleCtively as the "Lenity." Borrower underllsAds and Agrees that: (s) in granllng, renewing, or extending any Loan, Lender is relying upon Borrower's reprseanlsgons, worranlles~ and ngresmeol$, es eat forth tn this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all gmes shall be anbJsct Io Lender's sole Judgment and discretion; and (c) all such Loans shall be and shall remain subJecl lo the lollowlng terms and conditions of this Agreamsnt. TERM. This Agreement shall be effective as of May 26, 19ti3, and shall continue thereaher unlit ali Indebtedness el Borrowe~ to Lender has been perlormed in tull ~nd the parties larmineta Ibis Agreement in writing. DEFINITIONS. The Iollowlng words shall have Ihs following meanings when used in this Agreement. Terms not otherwise defined in this Agreemenl sdeli have the meshings atbtbuted to such larms in the Uniform Commercial Code..NI references to ddlar amounts shat} mean amounts in lawful money of the United S~tas of America. Agrnemonl. The word "Agrearnent" means Ihls Business Loan Agreement, as this Business Loan Agreemenl may be amended or modified Item time lo Ilrne, together with all exhibits and schedules altached to Ilds Business Loan Agreement from time to time. Borrower. The word 'l~orrower' means B~nzhoff & Banzhcff, II, s PennsyJvsnia General Psrloarship. The word "Borrower" also includes, as applicable, eH substdi~tes end sffWales o! Bonowor es provided below in the psragrsph titled "Subsidiaries and Affiliates." CERCLA. The word "CERCLA" means the Comprehensive Envh'onmenlal Response, Compensation, and Liobilily Act of 1980, as amended. Coflaleral. The word "'Coltataral' means and includes wilhout limitation all properly and assets gray, ted ss collateral sscurily for a Loan, whether real or personal property, whether granled dh'sctiy or tndh'scliy, Whelhar granted now or in the future, and whether granted in the term of e security Inlm'est, mortgage, deed of trust, assignrnenl, pledge, chattel mortgage, shallot trust, factor's lien, equipment trust, condiUonel sets, Irusl receipt, Illan, charge, lien or flue retention contract, lease or consignmenl intended as a securily device, or any other security or lien intarest whatsoever, whether c~eatad by law, contract, or olhe~vlse. ERISA. The word "ERISA" means the Employee RetLremant Income Security Acl of 1974, as amended. Event of Deloutt. Tho words 'Event of Dataalt" mean and include any el the Events of Default ssi fodh below in Ihs section titled 'EVENTS OF DEFAULT." Grantor. The word "G4-anlor" means and includes each and sll et the persons or entities granting a Security Inleresl in any Ccilaloral lor the Indebtedness, Including wtihoul limitation ali Borrowers granting such a Security InleresL Gumantor. The word "Guarantor" means and includes w[Ihout limitation, each and ali et the guaranlors, sumps, and accommodation parties in connection with any Indebtedness, thdebledneso. The word "Indebtedness" means and includes wtlhoul limitation ali Loans, together with all ot~ obligations, debts and liabilities ot Borrowe~' to Lender, or any One or more of them, a~ waft as alt claims by Lender against Sorrower, or any one or more of them; whelher now of hereaftar existing, volunlar/ or involunlaJ7, due or riel due, absolute or contingent, liquidated or u~liquidetad; whether Sorrower may be liable individually or jointly wilh others; whether Bo~ower may be obligated as a guarantor, surety, ~' olhe~wlse; whether recovery upon such lodebtad~ess may be or horesfler may become barred by any statute of limitations; and whelher such Indebtedness may be o~ hereafter may become otherwise unenforceable. Lender. The word 'Lander' means PENNSYLVANIA STATE BANK, its successors and assigns. Loan. The word 'Lean' or 'Loans" means and includes any and all commercial leans and financial aucommodafions from Lender to Borroweq whether now or he, salter existing, snd however evidenced, including without limitation those loans snd financial accommodations described herein or descdhed on any exhibit o; schedule attached to Ihts Agresmenl from time lo time. Note. The word "Note" moo~s Borrower's promissory note or notes, it any, evidencing Borrower"s Loaf& obligations in favor o! Lender, as well ss any substitute, replacement or refinancing hole or notes thereior. Ralaled Donumenls. The words "Related Dncumanls" mean and include without limitation ail promissoc/ holes, credil sgrOOmenls, loan agreements, gearnnties, secudly agreements, morlgeges, deeds of trusl, and ail olher instruments, ngreaments and documents, whether now or Pennsylvania. 05-26-1993 BUSINESS LOAN AGREEMENT Page 2 · Loan No 60001542 , (Oontlnued) . . hazardous wasta or substance by any person on, un~, or aboul any ol the proposes. (b) Bo~rowor has no knowtidge or, or reason to be~eve substance by any pdor owners or occuflanti o! any o! Ihs propenfes, or (ii) any actual or th~'eataned litigation or ctalms ol any kind by any ps'son re~eUng to such malta.. (c) Neither Borrower nor any tenant, contractor, agent or other authorized user di any nf the propel!ss shell use, such actively shall be conduclecl in compliance with all eppticabti tadoreJ, stile, end Ional laws, regulations, and ordin&nces, including without make such inopontious and lee. as Landor may de~. appropriate to I~l~ndily or oorttrt~utio~ in th~ event Bo~'rowor becomes liable I~ cleanub or other costs unue, ns ol tbs secUon o he Agreemen, ncudng Ihe ubligation o thdemngy sheit sun~ive the titih in the ordinary course o! business and for which adequsts reserves have been prov~ind. C~YJatarel. Binding El'loc!. '~'tis Agreement, the Note end ali Security Agreements dtrectiy or indirectly securing repayment ol Borrowers Loan and Ndie ars Ihis Agreement or any transaction coniemptitad hereby is, and all information he~onhar furnished by or on behalf ot Borrower to Lender wl~ be, incomptita by omitting to stale any metadal tact neceesa~7 to make such inlormation not mis!sealing. warranties in making th~ above retirenced L~n to Borrower. Borrower further agrees that the foregoing rep~esentations end warranties shall be Litigation. Promptly inform Lender in wr~llng ol (a) all malorial sdvorse changes in Borrowor's llnenc~l nondii~on, and (b) a~ !i~galion end cts[m$ and ali threatened ~tigation and clams affecting Borrower or any Guarantor which coded msterislly atiect Ihe tinanciel condition nf Borrowor or the flnenctsi condition o! any Guaranlor. Ftnoncti~ Records. Maintain its books and records in accordance with genoraliy accepted accounting principles, applied on a consistent basis, L ndar w h es soon es availabta but In no event la er than ninety (90 days alter he end ot each #scsi year, reports raqutred to be provided undor this Agreement shall be prepared In accordanCe with generally accepted accounling principles, app~d on a consistent besis, and certified by Borrower as being true and correct. h additional inlormalion and statements lists o! assets and Itabiititas agings o! receivables and payables. Borrower's propedtis end operations, in form, amounts, coverages and with insurance compants~ reasunably accoptabta to Landor. stiputitions Ihet coverages will no be nence~d or din~dishad without at ess tan (10) days' prior wrilien notice to Lender. In connection with ell pol~-'tas cove~ng assets in which Lender holds or is offered a secu~tiy interesl lot the Leans, Borrower witi provide Lender wilh such loss psyabta (d) he propedtis Insu~ed; (e) the then current property values on Ihe basts ol which insurance has b~en obtsined and the ma~e~ di deiormlning those v~lues; and (f) Ihe exp ration data of the poticy. In addition, upon requesl of Lender (howeve~ nde more de!an then annually), Go,don K. Banzhoff end Mary L. Bonzhoff $8o,00o.00 long aa (&) the !agedly o! Ihe same shell be contested in good tatih by approp[tsla proceedings, and {b} Bo~rowor shall have estabtiShad on its 05--26~-1993 BUSINESS LOAN AGREEMEI~ Page 3 Loan No 60001542 (Continued) · coneillules an Evedi of Default under this AgreemanL . Operations. SlJbslenifelly malnleln Ils present executive and management personnst; conduct Ils business affairs In s reasonable and prudeel manner and In comp~fanue with all applicable federal, slats and municipal laws, ordinances, rules and regulations respecting Ils ptopedles, chaderS, businesses end operallons, Including compliance with all minimum funding slanderds and ofhar requlramedis of ERI.~A and other laws applicable to Borrower's employee beuefll plans. tn~peoflon, perrnll employaes or agents Of Lander al eny reasonable llms to fnspecl any and ell collalerel for the Loan Or Loans and Borrower's other propedles and Io examine or audit Bonower's books, accounts, and records and Io make copies sad memoranda of Borrower's books, accounts, and records, if B~m'ower now or el any time hereafter mainlalns any records (including without ilmilafton computer g~nerated records and computer software programs for Ihs generation Of such records) in Ihs p~ssion of a Ihird pady, Borrower, UpOn request of Lender, shall notify such party ID permtl Lander free access Io such records si all reasonable limes and to provide Lender with copies Of any records Il may reqtmsl, ell at Bon'ower'a expense. Compliance Certificate. Unless waived in writing by Lender, provide Lender al leasl annually and at the ifme of each disbursement of Loan proceeds with s cedifloale executed by Borrower's chlel financial Ofilcer, or other officer or person acceptable to Lander, cedllyfng thai Ihs represenlailone and werrsnllas ssi forlh in Ihis Agrasmenl are Irue and corrscl as of Ihs dels of Ihs cediilcele and lutthor certifying Ihal, as ol Iha dale of Ihs cedlficete, no Evenl of Deleuif exists undor Ihis Agreamenh Additional Ae. anrencea· Make, execute and deliver Io Lender such promissory nutes, modgagas, deeds Of trust, secudfy agreements, financing Statements, Instruments, dncumenis end other agraemanis as Lender or Ils attorneys may reasonably reqces[ to evidence and secure Ihs Loans and Io perfecl all Security Inleresis. NEGATIVE COVENANTS. Borrower coveuedis and ugraas wllh Lander Ihal while Ihis Agreemenl Is In eifec[, Borrower shall noL wilhoul Ihs prior written consanl of Lender: Indebled~less mid Liens. (a) Except for keds debl Incurred In Ihs normal course of business and Indebtedness to Lender conlempleled by Ihis Agreamenl, craale, incur Or assume Indebledneas Ior borrowed money, Including capital lasses, (b) sell, Iransfor, mortgage, assign, pledge, lease, granl a sectrdly interesl In, or encumber any of Borrower's assets, or (c) sell with recourse any Of Borrower's eccounls, excedl Io Lander. Conllnully of Operoflons. {a} Engage in any busloess acIlviltes subslenlleily different Ihen Ihoaa in which Borrower is presenlty engaged, or (b) cease operallons, ilqutdale, merge, transtar, acquire or consoildale with any ether enllty, change ownership, o~ssolve or Iransfer Or sell Coltelerel OUt Of Ihs Ordinary course of business. Loans, Acqulelllotle and Guaranties. (a) Loan, Invesl In or advance money or assels, (b} purchase, creute or acqulra Shy Inlerest In any other enlsrpdse or entity, Or (c) Incur any obilgalton as surely or guarantor other than in Ihs Ordl~ery course of busicess. CESSATION OF ADVANCES. II Lender has made any commltmenl to make any Loan to Borrower whatha~ under this Agraemenl Or under Shy other agreement, Lender shall have no obligation to make Loan Advenues or to disburse Loan proceeds if: (s) Borrower or any Guersnler is in deleuit under Ihs terms of this ,e~raement or shy Of Ihs Related Documents or any olher agreemanl Ihal Borrower or any Goaradior has with Lander; (b) Borrower becomes Insolvent, flies s petition In bankruptcy Or similar proceedings, or la adjudged a bsnkrupl; (c) there occurs s malarial adverse change in Berrowor*s financial condlllon, In the financial cond~lion of any Guaranlor, or in Ihs value of shy Coilelorel securing shy Loan; (d) any Goarsnlor seeks, claims or dihmwise allemflis Io ilmif, modify or revoke such Guaranlor's goaranly of Ihs Loan or any diher loan wilh Lander; or (e) Lender In good leith deems itself Insecure even though no Evedi of Deleult shall have eccun'ed. DEFAI.~T iNTEREST RATE. In the event of dsleult for which Ihs Bank does not scuelerale tha Loan, Including the lellura of Borrower Io provide Ihs ilnancisl slelemenls es required hereunder or under Ihe Loan Agreamenl, Ihs app~able Idierest tale on Iha Loan, for a period buglnnlng lhrne (3) days ellor wrltlen ndi!ce of such default and ending upon Ihs curing of said noltoed default, shall Increase ocs quader Of one percenl (.25%} for the ltrsl Ihirly (30) days Of said default end Inoreasa an additional one quador (.25%) during each Ihlrly (30) day period thereaflor dudng which the nollcs default conltnues. Such deleuif Inlm'esl rates shall apply Io Ihs outstanding principal balance of lha Loan. Upon Ihs cudng of Ihs ndilced dsfeell, Ihs Inlerasl reis on Ihs Loan shall raved 1o Iha lelilaily agreed-upon Inlerest rats effecltve on Ihs dele on which the default Is curad. RIGHT OF SETOFF. Bo~rrower grants to Lender a contracluel possessory securily Inlereel In, end hereby assigns, conveys, delivers, pledges, and transfers Io Lender sit Bonower's riehl, lille and Interest in and Io, Borrower's accounts with Lender (whelher checking, savings, or some ether accounl), including wlthoul ilmllelton ail ancounle held Jdinlty wllh somaoue elsa end sit accounts Borrower may open in Iha fulura, excluding however sit IRA, Keogh, and Irusl sncounis. Borrower authorizes Landor, Io Ihs exlenl permitted by applicable law, to charge Or safuff sd sums owing on Iha Indebtedness agelnsl any end ell such aecounls. EVENTS OF DEFAULT. Each of Ihs following shall conslilute an Evenl of Default under this Agreemenl: Default on Indebledneea. Failura of Borrower to make any paymedi when due on Ihs Loans. Olher Defaults. Failure of Borrower o~ any Grantor to comply with ur 1o psdorm when due shy olhor term, obligation, covenant Or condition conlelned in Ihls Agreement or in any of Ihs Related Documents, Or leilurs of Borrower lo comply with or to perlorm any olhar lerm, obligation, covenant Or condition contained in Shy diher agreement belwean Lender end Borrower. II any failure, other Ihan s failure Io pay money, is curable end If Bonower or Granlor, as Ihs case may be, has ndi bean given a noliue of a similar breach wllhle Ihs preceding Iwelve (f2) monlhs, il may be cured (and no Event of Dsleuil will have Occurred) If Borrower or Granlor, as Ihs case may be, alter recelviug wrilten nollcs from Lender demanding cure of such leilure: (a) cures Ihs lellure wilhln () days; or (b) It Ihs cure requires more than 0 days, Immediately Initiates slaps which Lender deems In Lender's sola discrellon to be sufflclenl Io cure Ihs failure and thereafter continues end completes ail reasonable and necessary slaps suiflclenl Io produce compliance ss soon as reasonably practical. Defsull In Favor of Third Petites. Should Borrower or shy Granlor deleult under shy loan, extension of credit, secudiy sgreamenl, purchase or sales agreement, or any other agranmenl, In favor of any other creditor or person Ihal may malehalty sffecl any of Borrower's property or Borrower's Or any Grantor's ability to repay Ihs Loans or perform lhek respecltve obligations under this Agreement or any of Ihs Relaled Decumenis. Felea Statemenle. Any werranly, represenlelton, or slalemenl mede or fornlshed Io Lender by or on behalf of Borrower or any Grsdior under Ihis Agreemsnl or Ihs Related Documents is false Or misleading in any maledsl raspecl, either now Or al Ihs lime made or furnlshad. Defective Coifsteraftzoflon. This Agreemenl or any di the Related Documents ceases to be In full force end eftecl (Including failure of any Security Agreement to creels a valid and pedecled Security Idieresl) al any lime and for any reason. Insolvency. The disselullon or termination of Borrower's ex~slence as a going business or the dealh di any padnor, Insolvency, appolnlmedi dia receiver for any pad of Borrower's properly, any assignmedi for Iha benefit of cradilors, any lype of creditor workout, or the commencement of any proceeding under any bankruplcy or Insolvency laws by or sgelnsl Borrower. Creditor or Forfeiture Preceedlngs. Commencement of loreclosure or Iottellura proceedings, whalhor by Judicial proceeding, sell-help, repossession Or any other method, by any cradllor of Borrower, shy credilor of any Granlor agelnsl any cuileleral secudng Ihs Indebledcess, or by any governmental ugency. This Includes s garnishmenl, aftachmadi, or levy on or Of any of Borrower's deposit accounts wilh Landor. However, Ihis Evenl of Default shell not apply if Ihare fa a good lellh olspute by Borrower Or Grautor, as Ihs cass may be, ss to Ihs validity or reasonableness of the claim which Is Ihs basis of Iha credilor Or forfeiture proceeding, and If Borrower or Gradior gives Lendsr wrltlen notice of Iha credilor or fodslture proceeding and furnishes rasei~es or s surety bond lor Ihs creditor Or forlelture proceeding safisleofo~y Io Lender. Events AffecSng Gusranlor. Any of Ihs preceding events occurs with respect Io any Gueradior of any of Ihs Indebledness or such Guaraelor dies or becomes IncompelenL Lender, al ils oplion, may, but shall not be raqulred Io, permit Ihs Guaranlor's eslele Io assume unconditionally Ihs obilgaltons adslng under the guaranty in a manner sailsleclory Io Lender, and, in doing so, cure Ihs Evenl of Deleult. Evenla Affecting General Parlner of Borrower. Any of Ihs preceding evenls ~ccurs wilh respecl Io any general padner of Borrower or any general parlner dies or becomes Incompeleril. Change I11 Ownership. The resignation Or expulsion Of any general padner with an ownership icleresl of Iwenfy-ilve percenl (25%) Or more in Insecurity. Lender, In good lellh, deems itself Insecure. EFFECT OF AN EVENT OF DEFAULT. II any Event Of Deleuif shall OCCL~', Sit commltmenls and obilgutions of Lender under lhis Agreemenl or the Flelaled Documents or Shy Other agreemenl Immediately will terminate and, at Lender's opllon, all Loans Immedlelely will become due and payable, all wflhout notice of any kind Io Eon'ower, except Ihat In Ihs case di an Event Of Deleuil Of Ihs lype described In Ihs "lnselvency~ subsecllen above, such ac~celeralton shall ba aulomsfic and not optional. MISCELLANEOUS PROVISIONS. The following n'ltscellsneous provisions ere a peri di this Agreement: Amendments. This Agreement, Iogelher with any Releled Documents, conslilules Ihs entire understanding and agreemenl Of Ihs petites as Io Ihs melters set Iodh In Ibis Agreemenh NO aIleralion ol of amendmenl to this Agreement shall be effective unless given in writing and s~gned by pady or patties sought Io be charged or bound by Ihs ailersllon or amendment. 05-26-1993 BUSINESS LOAN AGREEMENT Page 4 Loan No 60001542 (Continued) add[ess(es). ITS TERMS. THIS AGREEMENT IS DATED AS OF MAY 26, 1993. Gordoh K./Banzhoff, Jr.,~n~(d Partner LENDER: PENNSY~AHIA STATE BANK Authorlze~l Officer ~ ' COMMERCIAL GUARANTY I ~,=u~ In the s~d~ =, ~e f~ ~nd~s ~e 0nly and do not ,mit the app!~!f!~ of th~ d~u~nt to any p~-!er Rorrower: eam~, & Ban:zhoff, II, a Pennsylvania General Parlnersillp (TIN:) P.O. Box 3:~ Canlp Hill, PA 17011 Guarantor: Gordon K. Banzhoff, Jr. and Klmberty S. Ban2floff 632 Devon Road Camp Hill, PA 17011 Lender: PENNSYLVANIA STATE BANK 2148 MARKET STREET P. O. BOX 487 CAMP HILL, PA 17001-0487 AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, Including without Ilmitstlon the princlpsi Note amount of Eighty Tho~__'~-~,_nd & 00/100 Dollars ($80,000.00). ' GUARANTY. For good and valuable consideration, Gordon K. Banzhoff, Jr. and Klmberty S. Banzhoff ("Guarantor") absolutely and uncondltlonaity guaranteea and promises to pay to PENNSYLVANIA STATE BANK ("Lender") or Its order, in legal tender of the United States of America, the Indebtsdne~ (as that term Is defined below) of Banzhoff & Banzhoff, II, · Pennsylvania General Partnership ("Borrower") to Lender on the terms and* conditions set forth In this Guaranty. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word "Borrower" means Banzhcff & Banzhoff, II, a Pennsytvants General Partnership. Guarantor. The word "Guarantor" means Gordon K. Banzhoff, Jr. and K~mbedy S. Banzhoff. Guaranty. The word "Guaranty" means this Guaranty between Guaranlor and Lender dated May 26, 1993. Indebtedness. The word "Indebtedness" means the Note, including (a) ail principal, (b) all interest, (c} all late charges, (d) all loan fees and loan charges, and (e) ail collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation ail of Lender's altorneys' fees and Lender's legal expenses, whether or nol suit is instituted, and attorneys' fees and legal expe~__ee~_ for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Lender. The word '!-ender" means PENNSYLVANIA STATE BANK, its successors and assigns. Note. The word "Note' means the promissory note or credit agreement dated May 26, 1993, In the orlginsi principal amount of $80,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, reflnancings of, consolidations of, and substitutions for the promissory note or agreement. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtsdneas de_~c_dbed above, plus all costs and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral securing this Guaranty. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, the dghts of Lender under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. The liability of Guarenior will be the aggregate liability cf Guarantor under the terms of this Guaranty and any such other ur!terminated guaranties. NATURE OF GUARANTY. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at matudfy or earlier by reason of accaieration or othe~se, of ail Indebtedness within the limits set forth in the preceding section of this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continua in full force until all Indebtedness shall have been fully and tinaily paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranly of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall ndi affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without leasenlng Guarantor's liability under this Guaranty, from time to time: (a) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additionsi credit to Borrower; (b) to alter, compromlas, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including Increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) lo take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, fail or decide nol Io perfect, and retee_ee_ any such security, with or without the subefllution of new collateral; (d) to release, substitute, agree not lo 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) ts determine how, when and what apptioalion of payments and credits shall be made on the Indebtedness; (f) Io apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permllted by the terms of the controlling security agreement m' deed of tnJat, as Lender In Its discretion may determine; (g) to sell, transfer, e$~gn, or grant participations In all or any part of the Indeblednese; and (h) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have b. ean made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Bon'ower's request and not at Ihe request of Lender; (c) Guarantor has not and will not, without the pdor wdtten coneenl of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially ail oi' Guarantor's assets, or any interest therein; (d) Lender has mede no representation to Guarantor as to Ihe creditworthiness of Borrower; (a) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such is Irue and correct in all material respects and faidy presents the financial condition ct Guarantor es of change has occurred in the financial condition of Guarantor since the date of the financial statements; and uale means o~ obtaining from Borrower on a continuing basis information regarding Borrowerts financial ~ informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's agrees that, absent a request for information, Lender shall have no obligation to disclose to by Lender in the course of its relationship with Borrower. 05-26-1993 COMMERCIAL GUARANTY Page 2 Loan No 60001542 [Continued) GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any fight to require Lender (al to continue lending money or to extend other oredit to Borrower;, (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any co#aieral, or notice of any action or nonaction on the part of.Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loons or obligations; (c) to resod for payment or to proceed dlrecfty or al once againsl any person, including Borrower or any other guarantor;, (d) to proceed directly against or exhaust any colleterai held by Lender bom Borrower, any other guarantor, or any other person; (el to give notice of the terms, time, and piece of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fl to pursue any other remedy wilhin Lender's power;, or (gl to commit any sol or omission of any kind, or at any time, with respect to any If now or hereafter (al Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, end their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no fime shall Guarantor be or become a 'creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy Guarantor also waives any and ail fights or defenses arising by reason of (al any "one action" or "anti-deficiency" law or any other law whJch may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, ailhar judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's fights to proceed against Borrower for reimbursement, including without limitation, any loss of fights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, Of the indebtedness; (d) any fight to claim discharge of the indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (el any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fl any defenses given to guarantors at lew or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether velunlafily or otherwise, or by any third pady, on the Indebtedness and thereafter Lender is forced to remit the amount of thai payment to Borrower's trustee in bankruptcy or to any similar person under any federal or stale bankruptcy law or law for the relief of debtors, the indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar fight, whelher such claim, demand or fight may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge Of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver ts determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. in addition to all liens upon and fights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual possessory eacurify interest in and a fight of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's righl, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the pns._ees__e.i'on of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however ail IRA, Keogh, and Irust accounts. Every such security interest and fight of setoff may be exercised without demand upon or notice to (3uarentor. No security interest or fight of setoff shall be deemed to have been waived by any act or. conduct on the pad Of Lender or by any neglect lo exercise such fight of seloff or to enforce such securfly interest or by any delay in so doing. Every. fight of setoff and security interest shall continue in full force and effect until such fight of setoff or secunty interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now ' existing or hereafter created, shall be pdor to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any cielm Gueranlor 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 shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrows, provided however, that such assignment shall be effective only for the purpose of assuring lo 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 i Guarantor shall be marked with a legend that the same are sub.tact to this Guaranty end shall be delivered to Lender. Guarantor agrees, and Lender ~ hereby is authorized, in the name of Guarantor, trom time Io time to execute and file financing statements and continuation statements and to execute: such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authofizas and empowers any attorney or the Prothonotary or Clerk of any Court in the Commonwealth of Pennsylvania, or elsewhere, to appear at any time for Guarantor after a default under this Guaranty, and with or without complaint filed, as of any term, con,ess or enter judgment against Guarantor for the entire principal batsnco of this Guaranty and all accrued interest, Iogether 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 ($500); and for so doing, this Guaranty or a copy of this Guaranty verified by affidavit shall be sufficient warrant. The authority granted in this Guaranty to confess judgment against Guarantor shall not be exhausted by any exercise of that authority, but shall continue from time to time end at all times until payment in full of all amounts due under this Guaranty. MI$C~ i M~IEOLIS PROVISIONS. The following miscellaneous provisions are a pad of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the mefters set fodh in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. This (3ueranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guara ~tgreas to pay upon demand all of Lender's costs; expenses, including attorneys' fees and Lender's Iogal expenses, incurred in connectio, .dh the enforcement of this Guaranty. Lender may t- someone else to help enforce this Guaranty, and D~L.26-1993 Lo~n No 150001542 .-- COMMERCIAL GUARANTY ~_ (Continued) Page 3 Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and ~egai expenses whether or'not there is a iewsuit, including attorneys' tees and legal expenses for bankruptcy proceedings (and including efforts to modify or vecats any automatic stay or injunction), appeals, and any anticipated post--judgment collection services. Guarantor also shall pay all court costs and such addiflortal fees as may be directed by the court. d~.veredlice~. AJI n. oticee required to be given by ·ther party to the other · or wnan deposited in the nit · . under th~s Guaranty sheti ~? in w. dl~ng and shall be effective when actually ~oddress shown above or to such U ed ,.~ates mall, tit'st class postage prepaid, addressed to [ne percy to whom the notice is to be given at the other addr___~:~es as either party may designate to the other in wrffing. If there is more than one Guarantor, notice any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times Guarantor's current addre~. Interpretatlcm. In all cases where there is more than one Sorrower or Guarantor, then ail words used in this Guaranty in the singular shall be deemed lo have been used in the plural where the context and construction so require; and where there is more then one Rorrower named in this Guaranty or When this Guaranty is executed by more then one Guarantor, the words "1=~orrower" and "Guarantor" respectively shall mean ail and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, essigns, and transferees of each of them. Caption headings in this Guaranf7 are for convenience purposes only and are nat to be used to interpret or de§ne the provisions of lhis Guaranty. If a court of competent jurisdiction finds any provision of this Guarenly to be invalid or unenforceable as to any person or circumstance, such finding shell not render that provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all othe~ respects shell remain valid and enforceable. If any one or more of Sorrower or Guarantor are corporations or partnerships, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guarenfy. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omtssion on the part of Lender in eXercising any fight shall operate as a waiver of such rfght or any other dght. A waiver by Lender cl a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision er any other provision of this GUaranty. No pdor waiver by Lender, nor any course of dealing behveen Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required ' and m ail cases such consent may be granted or withheld Jn the sole discretion of Lender. EACH I. JNDE~SlGNED GUARANTOR ACKNOWLFPGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EPPECTIVE. THIS GUARANTY IS DATED MAY 26, 1993. GE O : INDIVIDUAL ACKNOWLEDGMENT ) ) ss On this day before me, the undem~gned Notary Public, pemon~ly appeared Gordon K. B~off, Jr. and Klmbe~y S. B~off, to me known to be the infidel ~bed in and who ~ut~ the Commem~ G~ran~, and acknowledged that he or she sign~ t~ G~aran~ h~ or her fr~ and vclun~ a~ and d~d, for the ~ and p~o~ th~eip mentioned.· Re.ding at No~q ~bllc In ~d ~ the State of ~~~ ~ commi~on expires COMMERCIAL GUARANTY- Len~s ~ on~ *nd do not limit the ~ppl~il~ of tn~ d~umnt to ~n~ p~ul~ I~n ~ ~m. ~ Guarantor: Borrower: aon~off & Banzhoff, II, a Penneylvanla General Lender: Partnership (TIN:) PeG. Box 339 Camp Hill, PA 17011 Gordon K. Bereft and Mary L. Banzhoff 246 Nollh 2~th Street Camp Hill, PA 17011 PENNSYLVANIA STATE BANK 214~ MARKET STREET P.O. BOX 487 CAMP HILL, PA 17001-.0487 AMOUNT OF GUARANTY. This ta · guaranty of payment of the Note, including without limitation the principal Note amount of Eighty Thousand & 00/100 DOtier~ ($80,000.00). GUARANTY. For good and valuable consideration, Gordon K. Banzhoff and Mary L. Banzhoff ("Guarantor") absolutely and uncondlUonally guarantees and prom!_ee_$ fi) pay to PENNSYLVANIA STATE BANK ("Lender") or Ils order, In legal tender of the United States of America, the Indebtedness (as that term is defined below) of Banzhoff & Ban2hoff, II, a Pennsylvania General Partnership ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. DEFINITIONS. The foflowing words shall have the following meanings when used in this Guaranty: Borrower. The word 'Borrower" means Banzhoff & Banzhoff, Il, a Pennsylvania General Partnership. Guarantor. The word "Guaranlor' means Gordon K. Benzhoff and Mary L. Banzhoff. Guaranty. The word "Guaranty" means this Guaranty between Guarantor and Lender dated May 26, 1993. Indebtedness. The word "indebtedness" means Ihe Note, including (a) all principal, (b) all interest, (c) all late charges, (d) all loan fees end loan charges, and (e) all collection costs end expenses relating to the Note or to any collateral for the Note. Colle~cfion costs and expenses include without limitation ail of Lender's attorneys' fees and Lender's legal expenses, whether or not suit is instituted, and attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post--judgment collection services. Lander. The word "tender" means PENNSYLVANIA STATE BANK, its successors and assigns. Note. The word "Note" means the promissory note or credit agreement dated May 26, 1993, in the original principal amount of SeO,000.0o from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. MAXIMUM LIABILITY. The maximum iiabltily of Guarantor under this Guaranty shall not exceed at any one time the amount of the lndebledness described above, plus all costa and expenses of (a) enforcement of this Guaranty and (b) collection and sale of any collateral securing this Guaranty. The above limitation on liability is not · restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional 9oaranties from Guarantor, the rights of Lender under ell guaranties shall be cumulative. This Guaranty shall not (unless speciticatly provided below to the contrary) affect or invalidate any such other guaranties. The liability of Guarantor will be the aggregate liability of Guarantor under the terms of this Guaranty end any such other untermioatad guaranties. NATURE OF GUARANTY. Guarantor intends lo guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by m=<on of acceleration or other,vise, of all indebtedness within the limits set for[h in the preceding section of this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until eli indebtedness shall have been fully and finally paid and satisfied and ell other obligations of Guarantor under this Guaranty shall have bean performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not effect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not effect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor suthorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) Io 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 Io Borrower; (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, Including Incre_~_e.e__~ and danre_~_-ee of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, fall or decide not to perfect, and rele~_~e_ any such security, with or without the substitution of new coltataral; (d) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (e) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (f) to apply such security and direst the order or manner of sale thereof, Including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreemonl or deed of trust, as Lender in Ils discretion may determine; (g) to sell, transfer, assign, or grant participations in all or any part of the Indebtedness; and (h) lo _~_~_ gn or transfer this Guaranty In whole or In part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents end warrants to Lender that (e) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has 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; (d) Lender has made no representation to Guarantor as to the craditworfhiness of Borrower; (e) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such flnancia~ information provided to Lender is true end correct in all materiel respects and fairly presents the financial condition of Guarantor as of the dates thereof, and no material adverse change has occurred in the financial condition of Guarantor since the date of the financial statements; and (f) Guarantor has established adequate means of obtaining from Borrower on a continuing basis info~maficn regarding Borrower's financial condition. Guarantor agrees to I<eap 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, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or .documents acquired by Lender in the course of its relationship with Borrower. 05-26--1993 COMMERCIAL GUARANTY Page 2 Loan Ne 60001542 {Continued) GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (el to continua lending money or to extend other credit to Bon'ower; (bi to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nor.action on the part of Borrower, Lender, any surety, endomer, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor, (d) to proceed directly against or exhaust any collateral held by lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of pmsonal prope~y security held by lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fl to pursue any other remedy within Lender's power; or (gl to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (al Borrower shall be er become insolvent, and (bi the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lander and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become · "creditor" of Borrower wilhin the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (al any "one action" or "anti-deficiency' law or any other law 'which may prevent Lander from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreolosure actiori, either judicially or by exercise of a power of ssla; (bi any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law. limiting, qu?!!fying, or ..d,sch?~m_g_ 'f any other guarantor, or of any other person, or Dy reason ot lne cesss[ion or oorrvwu.~ ,,au,,,,y ..,,,, - x in legal tender, of the indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the indebtedness; (el any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fl any befansas given to guarantors at law or in equity other then 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 end thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar pmson under any federal or state bankruptcy law or law for the relief of debtors, the indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under th'.~ Guaranty for any claim of satoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guaranto,"s full knowledge of its significance and consequences and Ihat, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SE-TOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual possessory security interest in and a right of safuff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's fight, title and interest in end to, all deposits, moneys, securities and other property of Guarantor noW or hereafter in the possession of or on deposit with Lender, whether hold in a general or special account or deposit, whether held jointly with someone else, or whether held tor safekeeping or ofhervAsa, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of satoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any ecl or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce Such security interest or by any delay in so doing. Every,. right of setoff and security interest shell continua in full force and effect until such dght of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DI~TS TO GUARANTOR. Guarantor agrees that the indebtedness of Borrower to Lender, whether now e~dsting or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvenL 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,:. n as..m nment for the benefit of cred tors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the through bankruptcy, by a 'g , t the Indebtedness of Borrower to paymenl of the claims of both Lender and Guarantor shall be pa~d to Lender and shall be first applied by Lender o Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower;, provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal~ tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, end Lende~ hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents end to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its dghts under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney or the Prothonotary or Clerk of any Court in the Commonwealth of Pennsylvania, or elsewhere, to appear at any time for Guarantor after a default under this Guaranty, end with or without complaint filed, as of any term, oonfass or enter judgment against Guarantor for the entire principal balance of this Guaranty and ail accrued interest, 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 Do. rs ($500); and for so doing, this Guaranty or a copy of this Guaranty verified by affidavit shall be sufficient warrant. The authority granted in this Guaranty to confess judgment against Guarantor shall not be exhausted by any exercise of that authority, but shall continue from time.to time end at all times until payment in full of all amounts dua unde[ this Guaranty. MISC~q I ~NEOUS PROVISIONS. The following miscellaneous provisions are a pad of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to-be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. It there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attomey$' Fees; Expenses. Guara~ tgrees to pay upon demand all of Lender's costs r 3xpensas, including attorneys' tees and Lender's legal expenses, incurred in connection,..~th the enforcement of this Guaranty. Lender may [. someone else to help enforce this Guaranty, and 05-26-1993 COMMERCIAL GUARANTY Page 3 Loan No- 60001542 (Continued) Guarantor shell pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' tees and legal expenses whether or not there Is a lawsuit, including attorneys' fes~ and legal expenseS for bankruptcy proceedings (and including efforts te modify or vacate any automatic stay or injunction), appe=_~ and any anticipated post-judgment collection services. Guarantor also shell pay all court costs end such additional fees eS may be directed by the court. NI notices required to be given by either party to the other under this Guaranty shall be in writing end shell be effective when actually dalh/ered or when deposited in the United States mall, first class postage prepaid, addressed to the party to whom the notice ~s to be given at the address shown above or to such other addresses es allher party may de'~ignete to the other in writing. If Ihere is more ~hen one Guarantor, notice to any Gu'~rantor will constitute notice to all Guarantors. For notice purposes, Guarantor egress to keep Lender informed st all times of GuamntoCs current address. Interim'elation. In all cases where them 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 then one Borrower named in this Guamnfy or when this Guaranty is executed by more then one Guarantor, the words "Borrower' and "Guarantor" respectively shall mean all and any one or mom of them. The words "Guarantor," "Borrower," and '!..ender' include the heirs, successors, assigns, and transferees of each of them. C~ofien headings in this Guaranty ere for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable es to any person or circumstance, such finding shall no/render that provision invalid or unenforceable as to any other parsons or circumstances, and all provisions of this Gueranfy in all other respects shell remain valid and enforceable, if any one or more of Bo~Tower or Guarantor are corporations or partnerships, it is not nece~___<=_,7 for Lender to inquire into the powem of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness mede or created in reliance upon the professed exercise of such powem shall be guaranteed under this Guaranty. . Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No detay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shell not prejudice or constiluie a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's dghts 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. 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 DELI¥1=~Y OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY 26, 1993. GLJAIZANTORI ~,, , , INDIVIDUAL ACKNOWLEDGMENT ) SS On this day before me, the undersigned Notary Public, personally appeered Gordon K. Ban:zt~off and Mary L. Benzhoff, to' me known to be the individual described in and who executed the Commercial Gu~=ranty, and acknowledged that he or she signed the Guersnfy as his or her tree';and act and .to. the andpurpo ,t ': nti°ned- o, Given under my hand and official seal this ~'~ _c) day ' ('~ ~ ~ ~ Residing at LASER pRO, Rag. U.S. pat, & T.M. Of f.. Var. 3.1~ (c) 1~g3 CFi Sanitary,. AiL tigris :sm-veal. [PA-E2~0 BANZHO~~ DISCLOS-RE FOR CONFESSION OF ,JdDGMENT DISCLOSURE FOR CONFESSION OF JUDGMENT , 19c~-L.~ A PROMISSORY NOTE FOR rdlo,o00.oo WE ARE EXECUTING, THIS :~-H"t DAY OF OBLIGATING US TO REPAY THAT AMOUNT. INITIALS: '~:": ............ '~: ................. A REPRESENTATIVE OF PENNSYLVANIA STATE BANK HAS EXPLAINED TO US THAT THE NOTE CONTAINS WORDING THAT WOULD PERMIT pENNSYLVANIA STATE BANK TO ENTER JUDGMENT AGAINST US IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT NOTICE TO US AND WITHOUT OI-H~..RING US AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY LEGAL MEANS. INITIALS: ........................................................... IN EXECUTING TH~ NOTE, WE ARE KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING OUR RIGHTS TO RESIST THE ENTRY OF: JUDGMENT AGAINST US AT THE COUHTHOUSE, AND WE ARE CONSENTING TO THE CONFESSION OF JUDGMENT. WE CERTIFY THAT OUR ANNUAL INCOME EXCEEDS $10,O00: THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN WE INITIALED AND .~IGNED IT; AND THAT WE RECEIVED A COPY AT THE TIME OF SIGNING. AFFIANT: Ban2hoff & Ban2h~°~f, Il, a PenTl:ania Gen:al :artnership Signed, aclmoWlll~J~ and ¢~er/e~l~ tl~e presence o f: X Wlt~e_~e_ LASER PRO, Reg. U.S. Pat. & T.M. Off., Ve~. 3.16 (c) I g93 CFI BaiqK ers SerVice Group, Inc. All rlg~lt$ reserved; [PA-D30 BANZHOFF.LN RS.0VLI DISCLO;.,JRE FOR CONFESSION OF 'JUDGMEN.T . .................................... ~..~.~.... ~......~........~...~..~..~..~ ..~..~..~.,,..~:~:~.:.;.~:.;~:~..,.,,,~--:.~.:.~..~.~.~=.'.~-.,.+::~;~.~.%~:: .~"~.~::.~.~.~.:: ~.~'~'-~*~;~:i~.~:i~i R~;~,~,,-,,;~ in the s~-,~ area are for Lender's use onl~ and do not ttmit the applicabdtt7 of th~s document to any particular loan 0 e . Borrower: aarm~off & Ba,-t,~toff, II, a Pennsylvania General Lender: PENNSYLVANIA STATE BANK Partnership {'TIN: ) 2148 MARKET STREET P.O. Box 339 P.O. BOX 487 Camp Hill, PA 17011 CAMP HILL, PA 17001-0487 DISCLOSURE FOR CONFESSION OF JUDGMENT WE ARE E~ECUTING, THIS ~_~-~1~ DAY OF ~"~'~-~/ , 19~''t'-~', A PROMISSORY NOTE FOR $80,000.00 OBLIGATING US TO REPAY THAT AMOUNT. A REPRESENTATIVE OF PENNSYLVANIA STATE BANK HAS EXPLAINED TO US THAT THE NOTE CONTAINS WORDING THAT WOULD PERMIT PENNSYLVANIA STATE BANK TO ENTER JUDGMENT AGAINST US IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT NOTICE TO US AND WITHOUT OFFERING US AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY LEGAL MEANS. :::~:.:-::::::~ '~.~' ~: ~::::~i~:~:!:i: INITIALS: i~:~i~;i~[::~::~:~:~:~-~..:**~ii · IN E3(ECUTING THE NOTE, WE ARE KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING OUR RIGHTS TO RESIST THE ENTRY OF JUDGMENT AGAINST US AT THE COURTHOUSE, AND WE ARE CONSENTING TO THE CONFESSION OF JUDGMENT. WE CERTIFY THAT OUR ANNUAL INCOME EXCEEDS $10,000; THAT THE BL:~NKS IN THIS DISCLOSURE WERE FILLED IN WHEN WE INITIALED AND. SIGNED IT; AND THAT WE RECEIVED A COPY AT THE TIME OF SIGNING. AFFIANT: Banzhoff & Ban:zho~, II, a Pennsyi~ia General Partnership Signed, ackn~edged andl~/~e~?} Ihe presence X Witness By: LASER PRO, Reg. U.S. Pat. & T.M. Off., Va'. 3.16 (~) 1993 CFI a~nkm's Sm'vice Group, Inc. All rights reserved. [PA- 030 BANZHOFF.LN RS.OVL] NOV t9 'Or 04:37PM KNUPP & KODgK PC yERIFICATION t, PAI.~,. H WF. IDMAN, JR., Vice*President/Chief Operttic,m OfF. er of PENNSYLVANXA STATE ~ ve~ that tim statements made in the afoFe~ document are U'ue and c°rrect' i umiersUnd tirol ftbe stmtemeuts herein are made m~ect to the penalties of 18 Pa. C. S. 04904, relatin~ to umwom fabifiettlon to authorities, I~VANIA STATE BANK Ytce-Presi~'ent/Chier Opera. ns Officer F:%USER%BONNIEJO~PSB~(~ONFJUDG~BANZHOJT.WPD: 19N°v01 PENNSYLVANIA STATE BANK Plaintiff GORDON K. BANZHOFF and GORDON K. BANZHOFF, JR., General Partners, and BANZHOFF & BANZHOFF, H, a Pennsylvania General Partnership, and KIMBERLY S. BANZHOFF, Individool~y, Personal Guarantor Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DMSION - LAW CONFESSED JUDGMENT TO: GORDON K. BANZHOFF, JR., Individually and as General Partner of BANZHOFF & BANZHOFF, II, Defendant You are hereby notified that on . ~/~ ~'~ ~(~ .2001, Judgment by confession was entered against you in the sum of $61,756.75 in the above-captioned case. DATE: ]l/-~. 2001 ~--~.~,O~-~ ..)~' ~ ° Prothonotary w (~ YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. I hereby certify that the following is the address of the Defendant(s) stated in the Certificate of Residence: POST OFFICE BOX 339, CAMP ~~~. ~~ Robert D. Kodak, Attorney for Plaintiff~-'"~""~. A GORDON K. BANZHOFF, JR., Individually and as General Partner of BANZHOFF & BANZHOFF, H, Demandado(s) Por este medio sea avisado queen el dia cantidad de $61,756.75 del case antes escrito. de 2001, un fallo por admision fue registrado contra usted por la Fecha: el dia de de 2001 Protonotario LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO Robert D. Kodak, Abogado(a) de Demandante(s) CUMBERLAND COUNTY BAR ASSOCIATION TWO LIBERTY AVENUE CARLISLE PA 17013 (717) 249-3166 PENNSYLVANIA STATE BANK Plnintiff GORDON K. BANZHOFF and GORDON K. BANZHOFF, JR., General Partners, and BANZHOFF & BANZHOFF, II, a Pennsylvania General Partnership, and KIMBERLY S. BANZHOFF, Individually, Personal Guarantor Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION - LAW CONFESSED JUDGMENT TO: KIMBERLY S. BANZHOFF, Defendant You are hereby notified that on $61,756.75 in the above-captioned case. DATE: !/'/.~. {..,,- 2001 · 2001, Judgment by confession was entered against you in the sum of Prothonotary YOU SHOULD TAKE TI-HS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. I hereby certify that the following is the address of the Defendant(s) stated in the Certificate of Residence: 632 DEVON ROAD, CAMP HILL. A KIMBERLY S. BANZHOFF, Demandado(s) Por este medio sea avisado queen el dia cantidad de $61,756.75 del case antes escrito. de 2001, un fallo por admision fue registrado contra usted por la Fecha: el dia de de 2001 Protonotario LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME PO~JI~LEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABAJO PARA AVERIGUIR DO__IA LEGAL. Robert D. Kodak, Abogado(a) de Demandante(s) CUMBERLAND COUNTY BAR ASSOCIATION TWO LIBERTY AVENUE CARLISLE PA 17013 (717) 249-3166 PENNSYLVANIA STATE BANK Plaintiff GORDON K. BANZHOFF and GORDON K. BANZHOFF, JR., General Partuers, and BANZHOFF & BANZHOFF, II, a Pennsylvania General Parluership, and KIMBERLY S. BANZHOFF, Individ,,ally, Personal Guarantor Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DMSION - LAW CONFESSED JUDGMENT TO: GORDON K. BANZHOFF, Individually and as General Partner of BANZHOFF & BANZHOFF, II, Defendant You are hereby notified that on ,_/~_M~ '~.(~ ,2001, Judgment by confession was entered again.st you in the sum of $61,756.75 in the above-captioned case. ~ Prothonotary - YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE O~YICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. I hereby certify that the following is the address of the Defendant(s) stated in the Certificate of Residence: POST OFFICE BOX 339, C RA~~ntiff A GORDON K. BANZHOFF, Individually and as General Partner of BANZHOFF & BANZHOFF, II, Demandado(s) Por este medio sea avisado queen el dia cantidad de $61,756.75 del case antes escrito. de __ 2001, un fallo por admision fue registrado contra usted por la Fecha: el din de de 2001 Protonotario LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME~ TELEFONO A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRITA ABA JO PARA AVERIGUIR DONDE ,qE~YUEiI~TCON~i~gIR ASISTANCIA LEGAL. Robert D. Kodak, Abogado(a) de Demundante(s) CUMBERLAND COUNTY BAR ASSOCIATION TWO LIBERTY AVENUE CARLISLE PA 17013 (717) 249-3166 PENNSYLVANIA STATE BANK Plaintiff GORDON K. BANZHOFF and GORDON K. : BANZHOFF, JR., General Partners, and : BANZHOFF & BANZHOFF, II, a Pennsylvania : General Partnership, and KIMBERLY S. : BANZHOFF, Individually, Personal Guarantor : Defendants : : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DMSION - LAW CONFESSED JUDGMENT TO: BANZHOFF & BANZHOFF, II, a Pennsylvania General Partnership, Defendant You are hereby notified that on ,~.~C_.~t_~ $61,756.75 in the above-captioned case. DATE: _./l /~{.~ 2001 ,2001, Judgment by confession was entered against you in the sum of YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. I hereby certify that the following is the address of the Defendant(s) stated in the Certificate of Residence: POST OFFICE BOX 339 CAMP~/~~I ~,~~ Robert D. Kodak ., Attorney for Plaintiff A BANZHOFF & BANZHOFF, a Pennsylvania General Partnership, Demandado(s) Por este medio sea avisado queen el dia cantidad de $61,756.75 del case antes escrito. de 2001, un fallo por admision fue registrado contra usted por la Fecha: el dia de de 2001 Protonotario LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO ~ IUp~EI~) NTEs 2 EE N~N' 1AR' I~TA~ C~TVIA CABIO~J ~ ~L~ ANV~P ERIRSG~%T~ CC II~A ~ ECG AUYLA. Robert D. Kodak, Abogado(a) de Demandante(s'~" CUMBERLAND COUNTY BAR ASSOCIATION TWO LIBERTY AVENUE CARLISLE PA 17013 (717) 249-3166 UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTR/CT OF PENNSYLVANIA GORDON K. BANZHOFF, SR. Debtor GORDON K. BANZHOFF, SR. Movant PENNSYLVANIA STATE BANK Respondent : IN BANKRUPTCY : BK. NO. 1-04-0(}558 : CHAPTER 7 PROCEEDING : LIEN AVOIDANCE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-06608 vt" A~ND NOW, this _J_?~hday of ~/.J_/CU _, 201)4, in consideration of the within orlon Ibr Judgment by Default filed by counsel for Debtor/Movant, the Court finds that the Respondent has failed to file an Answer or otherwise plead to the Motion for an Order Avoiding Judicial Lien filed on May 13, 2004 and duly served upon the Respondent and its counsel on May 18, 2004; therefore, the Court orders judgment by default in favor of the Movant, Gordon K. Banzhoff, Sr., and against the Respondent, Pennsylvania State Bank to the relief requested in the Motion. IT IS HEREBY ORDERED, a~judged and decreed that the judgment lien held by the Respondent is hereby declared void in its entirety and of no further force and effect as it violates 11 U.S.C. Section 522(0(1) and interferes with 11 U.S.C. Section 522(d). BY THE COURT: John J. Tho~:~ Bankruptcy Judge FROM THE RECORD