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HomeMy WebLinkAbout09-2568Steven J.' Schiffman, Esq. Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffinanodssbc-law.com jpilgrim(1 ssbc-law.com COMMERCE BANK/HARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., V. Plaintiff JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR MONEY Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, I appear for DEFENDANTS and confess judgment in favor of the Plaintiff and against the Defendants as follows: Principal Balance: 469,411.51 Interest through 7/25/08: 11,567.77 Late Fees: 4,788.01 Prepayment Penalties: 13,582.91 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): 49,935.08 Total $549,285.28 .0- (Interest will continue to accrue at the default rate authorized by the Note) Respectfully submitted, SERRATELLI, SCHIFFMAN, BROWN & CALHOON P. C. Date: April 24, 2009 By teven J. Sc ffman, Esquire Jeni S. Pilg im, Esquire Pa. ID Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 Steven J. Schiffman, Esq. Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffman cr ssbc-law.com ipilgrimkssbc-law.con COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Plaintiff N . V . JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON CIVIL ACTION -LAW Defendants COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY Plaintiff files this complaint pursuant to Pa.R.C.P. 2951(b) for judgment by confession and avers the following: Plaintiff Commerce Bank/Harrisburg, formerly known as Commerce Bank/Harrisburg, N.A. ("Plaintiff') reincorporated as a Pennsylvania state bank under the name "Commerce Bank/Harrisburg" on November 7, 2008. 2. Plaintiff has a registered office address at 3801 Paxton Street, Harrisburg, Pennsylvania, 17111-0999. 3. Defendant Jeffrey D. Winand ("Defendant Winand") is an adult individual with a last known address of 175 E. Louther Street, Carlisle, Pennsylvania 17013. 1 z 4. Defendant Your Floral Connection, Inc. ("Defendant Your Floral Connection") is a Pennsylvania corporation with a last known business address of 175 E. Louther Street, Carlisle, Pennsylvania, 17013. 5. Defendant Terry A. Walton ("Defendant Walton") is an adult individual with a last known address of 175 E. Louther Street, Carlisle, Pennsylvania, 17013. Count I Loan No. 1- Defendant Winand 6. Plaintiff incorporates herein by reference paragraphs 1 through 5 of this Complaint as if fully set forth herein. 7. On or about September 14, 2006, Plaintiff extended a loan to Defendant Winand in the amount of $250,000.00 ("Loan I") 8. To evidence its indebtedness under Loan 1, Defendant Winand contemporaneously made, executed and delivered to Plaintiff a Note dated September 14, 2006 ("Note 1"). A true and correct copy of Note 1, dated September 14, 2006, which authorizes judgment by confession, is attached hereto as Exhibit "A." 9. Contrary to the terms and provisions of Note 1, Defendant Winand failed to make payments when due on Loan 1. 10. Defendant Winand's failure to make payments when due constitutes a default under the terms of the Loan Agreement and Note 1. 11. Plaintiff has notified Defendant Winand of his default and demanded payment. A true and correct copy of Plaintiff's March 13, 2009 demand letter is attached 7 hereto as Exhibit "B." Despite said demands, Defendant Winand has failed to pay the indebtedness owed to Plaintiff under Note 1. 12. Under the terms of Note 1, Plaintiff presently possesses the right to demand payment by Defendant Winand on all amounts due on Note 1. 13. Under the terms of Note 1, due to Defendant Winand's default, Plaintiff is also entitled to attorneys' fees equal to ten percent (10%) of the outstanding principal balance and interest. 14. As the result of the default on Loan No. 1, the following amounts are now due to Plaintiff. Principal Balance: $237,775.14 Interest through 4/22/09: $6,006.56 Late Fees: $2,080.08 Prepayment Penalty: $7,133.25 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $25,299.50 Total $278,294.53 (Interest will continue to accrue at the default rate as set forth in Note 1) 15. The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 16. Note 1 has not been assigned. 17. Judgment has not been entered in any jurisdiction on Note 1 authorizing confession. WHEREFORE, Plaintiff, as authorized by the confession of judgment clause contained in Note 1, requests judgment to be entered against Defendant, Jeffrey D. Winand, in the sum of $278,294.53, plus any additional interest, attorneys' fees, and costs authorized by the warranty of attorney. Count II Guaranties No. 1- Defendant Your Floral Connection and Defendant Walton 18. Plaintiff incorporates herein by reference paragraphs 1 through 17 of this Complaint as if fully set forth herein. 19. In partial consideration of Loan 1 extended to Defendant Winand by Plaintiff, as partial security for repayment, and as partial inducement to Plaintiff to so act, Defendant Your Floral Connection and Defendant Walton each individually made, executed, and delivered to Plaintiff Commercial Guarantees with regard to the indebtedness of Defendant Winand to Plaintiff under Note 1, each thereby personally guaranteeing payment and performance (hereinafter collectively "Guarantees 1"). Guarantees 1 each additionally authorized judgment by confession. True and correct copies of Guaranties 1, for Defendant Your Floral Connection and Defendant Walton respectively, are attached hereto as Exhibits "C" and "D." 20. As Note 1 is in default due to Defendant Winand's failure to make payments as required under the terms of Note 1 and Guarantees 1, Plaintiff presently possesses the right to demand payment in full of all obligations due under Note 1 from Defendant Your Floral Connection and Defendant Walton, based on the terms of Guarantees 1. 21. Plaintiff has notified Defendant Your Floral Connection and Defendant Walton of Defendant Winand's default and has demanded payment. See Plaintiff's March r , 13, 2009 demand letter attached hereto as Exhibit "B." Despite said demands, Defendant Your Floral Connection and Defendant Walton have failed to pay the indebtedness owed to Plaintiff under Note 1 and Guaranties 1. 22. Under the terms of Guaranties 1, Plaintiff is also entitled to attorneys' fees equal to ten percent (10%) of the outstanding principal balance and interest due to Defendant Winand's default. 23. As the result of Defendant Winand's default on Loan 1, as previously stated herein, the following amounts are now due to Plaintiff : Principal Balance: $237,775.14 Interest through 4/22/09: $6,006.56 Late Fees: $2,080.08 Prepayment Penalty: $7,133.25 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $25,299.50 Total $278,294.53 (Interest will continue to accrue at the default rate as set forth in Note 1) 24. The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 25. Guaranties 1 have not been assigned. 26. Judgment has not been entered in any jurisdiction on Guaranties 1 authorizing confession. WHEREFORE, Plaintiff, as authorized by the confession of judgment clause contained in Guaranties 1, requests judgment to be entered against Defendant Your Floral Connection, Inc. and Defendant Terry A. Walton in the sum of $278,294.53, plus any additional interest, attorneys' fees, and costs authorized by the warranty of attorney. I ? Count III Loan No. 2 - Defendant Winand 27. Plaintiff incorporates herein by reference paragraphs 1 through 26 of this Complaint as if fully set forth herein. 28. On or about September 14, 2006, Plaintiff extended a loan to Defendant Winand in the amount of $224,881.00 ("Loan 2") 29. To evidence its indebtedness under Loan 2, Defendant Winand contemporaneously made, executed and delivered to Plaintiff a Note dated September 14, 2006 ("Note 2"). A true and correct copy of Note 2, dated September 14, 2006, which authorizes judgment by confession, is attached hereto as Exhibit "E." 30. Contrary to the terms and provisions of Note 2, Defendant Winand failed to make payments when due on Loan 2. 31. Defendant Winand's failure to make payments when due constitutes a default under the terms of the Loan Agreement and Note 2. 32. Plaintiff has notified Defendant Winand of his default and demanded payment. A true and correct copy of Plaintiff's March 13, 2009 demand letter is attached hereto as Exhibit "F." Despite said demands, Defendant Winand has failed to pay the indebtedness owed to Plaintiff under Note 2. 33. Under the terms of Note 2, Plaintiff presently possesses the right to demand payment by Defendant Winand on all amounts due on Note 2. 34. Under the terms of Note 2, due to Defendant Winand's default, Plaintiff is also entitled to attorneys' fees equal to ten percent (10%) of the outstanding principal balance and interest. 35. As the result of the default on Loan 2, the following amounts are now due to Plaintiff: Principal Balance: $214,988.00 Interest through 4/22/09: $5,429.52 Late Fees: $1,871.10 Prepayment Penalty $6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $22,873.89 Total $251,612.17 (Interest will continue to accrue at the default rate as set forth in Note 2) 36. The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 37. Note 2 has not been assigned. 38. Judgment has not been entered in any jurisdiction on Note 2 authorizing confession. WHEREFORE, Plaintiff, as authorized by the confession of judgment clause contained in Note 2, requests judgment to be entered against Defendant, Jeffrey D. Winand, in the sum of $251,612.17, plus any additional interest, attorneys' fees, and costs authorized by the warranty of attorney. Count IV Guaranties 2 - Defendant Your Floral Connection and Defendant Walton 39. Plaintiff incorporates herein by reference paragraphs 1 through 38 of this Complaint as if fully set forth herein. 40. In partial consideration of Loan 2 extended to Defendant Winand by Plaintiff, as partial security for repayment, and as partial inducement to Plaintiff to so act, Defendant Your Floral Connection and Defendant Walton each individually made, executed, and delivered to Plaintiff Commercial Guarantees with regard to the indebtedness of Defendant Winand to Plaintiff under Note 2, each thereby personally guaranteeing payment and performance (hereinafter collectively "Guarantees 2"). Guarantees 2 each additionally authorized judgment by confession. True and correct copies of Guaranties 2, for Defendant Your Floral Connection and Defendant Walton respectively, are attached hereto as Exhibits "G" and "H." 41. As Note 2 is in default due to Defendant Winand's failure to make payments as required under the terms of Note 2 and Guarantees 2, Plaintiff presently possesses the right to demand payment in full of all obligations due under Note 2 from Defendant Your Floral Connection and Defendant Walton, based on the terms of Guarantees 2. 42. Plaintiff has notified Defendant Your Floral Connection and Defendant Walton of Defendant Winand's default and has demanded payment. See Plaintiff's March 13, 2009 demand letter attached hereto as Exhibit "F." Despite said demands, Defendant Your Floral Connection and Defendant Walton have failed to pay the indebtedness owed to Plaintiff under Note 2 and Guaranties 2. 43. Under the terms of Guaranties 2, Plaintiff is also entitled to attorneys' fees equal to ten percent (10%) of the outstanding principal balance and interest due to Defendant Winand's default. 44. As the result of Defendant Winand's default on Loan 2, as previously stated herein, the following amounts are now due to Plaintiff : Principal Balance: $214,988.00 Interest through 4/22/09: $5,429.52 Late Fees: $1,871.10 Prepayment Penalty $6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $22,873.89 Total $251,612.17 (Interest will continue to accrue at the default rate as set forth in Note 2) 45. The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 46. Guaranties 2 have not been assigned. 47. Judgment has not been entered in any jurisdiction on Guaranties 2 authorizing confession. WHEREFORE, Plaintiff, as authorized by the confession of judgment clause contained in Guaranties 2, requests judgment to be entered against Defendant Your Floral Connection, Inc. and Defendant Terry A. Walton, in the sum of $251,612.17, plus any additional interest, attorneys' fees, and costs authorized by the warranty of attorney. Count V Loan No. 3 - Defendant Your Floral Connection 48. Plaintiff incorporates herein by reference paragraphs 1 through 47 of this Complaint as if fully set forth herein. 49. On or about September 14, 2006, Plaintiff extended a loan to Defendant Your Floral Connection in the amount of $25,000.00 ("Loan 3") 50. To evidence its indebtedness under Loan 3, Defendant Your Floral Connection contemporaneously made, executed and delivered to Plaintiff a Note dated September 14, 2006 ("Note 3"). A true and correct copy of Note 3, dated September 14, 2006, which authorizes judgment by confession, is attached hereto as Exhibit "l." 51. Contrary to the terms and provisions of Note 3, Defendant Your Floral Connection failed to.make payments when due on Loan 3. 52. Defendant Your Floral Connection's failure to make payments when due constitutes a default under the terms of the Loan Agreement and Note 3. 53. Plaintiff has notified Defendant Your Floral Connection of its default and demanded payment. A true and correct copy of Plaintiffs March 13, 2009 demand letter is attached hereto as Exhibit "J." Despite said demands, Defendant Your Floral Connection has failed to pay the indebtedness owed to Plaintiff under Note 3 54. Under the terms of Note 3, Plaintiff presently possesses the right to demand payment by Defendant Your Floral Connection on all amounts due on Note 3. 55. Under the terms of Note 3, due to Defendant Your Floral Connection's default, Plaintiff is also entitled to attorneys' fees equal to ten percent (10%) of the outstanding principal balance and interest. 56. As the result of the default on Loan 3, the following amounts are now due to Plaintiff: Principal Balance: $16,648.37 Interest through 4/22/09: $131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total $19,378.58 (Interest will continue to accrue at the default rate as set forth in Note 3) 57. The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 58. Note 3 has not been assigned. 59. Judgment has not been entered in any jurisdiction on Note 3 authorizing confession. WHEREFORE, Plaintiff, as authorized by the confession of judgment clause contained in Note 3, requests judgment to be entered against Defendant Your Floral Connection, Inc. in the sum of $19,378.58, plus any additional interest, attorneys' fees, and costs authorized by the warranty of attorney. Count VI Guarantees 3 - Defendant Winand and Defendant Walton 60. Plaintiff incorporates herein by reference paragraphs 1 through 59 of this Complaint as if fully set forth herein. 61. In partial consideration of Loan 3 extended to Defendant Your Floral Connection by Plaintiff, as partial security for repayment, and as partial inducement to Plaintiff to so act, Defendant Winand and Defendant Walton each individually made, executed, and delivered to Plaintiff Commercial Guarantees with regard to the indebtedness of Defendant Your Floral Connection to Plaintiff under Note 3, each thereby personally guaranteeing payment and performance (hereinafter collectively "Guarantees 3"). Guarantees 3 each additionally authorized judgment by confession. True and correct copies of Guaranties 3, for Defendant Winand and Defendant Walton respectively, are attached hereto as Exhibits "K" and "L." 62. As Note 3 is in default due to Defendant Your Floral Connection's failure to make payments as required, under the terms of Note 3 and Guarantees 3, Plaintiff presently possesses the right to demand payment in full of all obligations due under Note 3 from Defendant Winand and Defendant Walton, based on Guarantees 3. 63. Plaintiff has notified Defendant Winand and Defendant Walton of Defendant Winand's default and has demanded payment. See Plaintiff's March 13, 2009 demand letter attached hereto as Exhibit "J." Despite said demands, Defendant Winand and Defendant Walton have failed to pay the indebtedness owed to Plaintiff under Note 3 and Guaranties 3. 64. Under the terms of Guaranties 3, Plaintiff is also entitled to attorneys' fees equal to ten percent (10%) of the outstanding principal balance and interest due to Defendant Your Floral Connection's default. 65. As the result of Defendant Your Floral Connection's default on Loan 3, as previously stated herein, the following amounts are now due to Plaintiff : Principal Balance: $16,648.37 Interest through 4/22/09: $131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total $19,378.58 (Interest will continue to accrue at the default rate as set forth in Note 3) 66. The judgment sought herein is not against a natural person in connection with a consumer credit transaction. 67. Guaranties 3 have not been assigned. 68. Judgment has not been entered in any jurisdiction on Guaranties 3 authorizing confession. WHEREFORE, Plaintiff, as authorized by the confession of judgment clause contained in Guaranties 3, requests judgment to be entered against Defendant Jeffrey D. Winand and Defendant Terry A. Walton, in the sum of $19,378.58, plus any additional interest, attorneys' fees, and costs authorized by the warranty of attorney. Respectfully submitted, SERRATELLI, SCHIFFMAN, BROWN & CALHOON P. C. Stev J. Schiffman,#quire Jeni Pilgrim, Esq re Pa. ID Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717)540-9170 Date: April 24, 2009 VERIFICATION I, Terrence M. Monteverde, do hereby state, under penalty of 18 P.S. § 4904 relating to unsworn falsification to authorities, that I am an authorized representative of Plaintiff Commerce Bank/ Harrisburg, formerly Commerce Bank / Harrisburg, N.A., that I am authorized to give this verification on its behalf, and that the averments set forth in the foregoing complaint are true and correct to the best of my knowledge, information, and belief. Commerce Bank / Harrisburg By: errence M. Mo verde Date: 4PKI4 R3, 20c0i AFFIDAVIT OF NON-MILITARY SERVICE I, Terrence M. Monteverde, being duly sworn according to law, depose and say that I am an officer of Plaintiff Commerce Bank / Harrisburg, formerly Commerce Bank/Harrisburg, N.A. and I am authorized to make this affidavit on its behalf. I hereby affirm that to the best of my knowledge, Jeffrey D. Winand is not currently serving in the United States Military, nor in any State or Territory thereof or its allies, as defined in the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto. Date: A? rrence M. Mo verde, Authorized Agent Commerce Bank / Harrisburg Sworn to and subscribed before me this day of , as Notary Pub 1. ("Ot iMONWFAI._ 01: PE14NSYLVANIA City CA Hai iish., € i-s . n County 'O y C.ommissi3 n oE' q);res Aug 28, 2019 Memuer, Pennsylvania Association of Notaries AFFIDAVIT OF NON-MILITARY SERVICE I, Terrence M. Monteverde, being duly sworn according to law, depose and say that I am an officer of Plaintiff Commerce Bank / Harrisburg, formerly Commerce Bank/Harrisburg, N.A. and I am authorized to make this affidavit on its behalf. I hereby affirm that to the best of my knowledge, Terry A. Walton is not currently serving in the United States Military, nor in any State or Territory thereof or its allies, as defined in the Soldiers' and Sailors' Civil Relief Act of 1940 and the amendments thereto. Date: /-?pcic X73, 2ody 4L yy7 i„ T ence M. Mon verde, Authorized Agent ommerce Bank / Harrisburg Sworn to and subscribed before me this -Z-1 day of , Notary Pub COMMONWE r OF PENNSYLVANIA Notari31 Seal Kelly Waltc: Notarv Public City Of Hamsbup.,, Dauphin County My Commission Bgires Aug. 28, 2011 Member, Pennsyivania Association of Notaries ?Xl,rd;f A PROMISSORY NOTE I References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "" "" has been omitted due to text length limitations. Borrower: Jeffrey D. Winand (SSN: 181.50-10741 Lender: COMMERCE BANK/HARRISBURG N.A. 175 E Louther Street COMMERCIAL MORTGAGE DEPARTMENT Carlisle, PA 17013 3801 PAXTON STREET " HARRISBURG, PA 17111 Principal Amount: $250,000.00 Date of Note: September 14, 2006 PROMISE TO PAY. Jeffrey D. Wlnand ("Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. ("Lender"), or order, in lawful money of the United States of America, the principal amount of Two Hundred Fifty Thousand & 0011DO Dollars ($250,000.00), together with interest on the unpaid principal balance from September 14, 2006, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of $2,311.37 each, beginning October 14, 2006, with interest calculated on the unpaid principal balances at an interest rate of 9.250% per annum; 179 monthly consecutive principal and interest payments in the initial amount of $2,311.37 each, beginning October 14, 2011, with interest calculated on the unpaid principal balances at an interest rate based on the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (currently 8.250%), plus a margin of 1.000 percentage points, resulting In an initial interest rate of 9.250%; and one principal and interest payment of $2,312.14 on September 14, 2026, with interest calculated on the unpaid principal balances at an interest rate based on the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (currently 8.250%), plus a margin of 1.000 percentage points, resulting in an initial interest rate of 9.250%. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued interest not ybt paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal: then to any unpaid collection costs; and then to any late charges. The annual interest rate for this Note is computed on a 3651360 basis; that Is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each daily. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 8.250% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, !C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: Prepayment of any amount of the principal sum shall be subject to a penalty charge of 5% during the first year of amortization and declining 1% per year thereafter to par. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: COMMERCE BANK/HARRISBURG N.A., COMMERCIAL MORTGAGE DEPARTMENT, 3801 PAXTON STREET, HARRISBURG, PA 17111. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin ("Default Rate Margin"I. The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this Note would have matured had there been no default, the Default Rate Margin will continue to apply to the final interest rate described in this Note. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default f"Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default In Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any loan. PROMISSORY NOTE Loan No: 3432150 (Continued) Page 2 False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a. good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Curs Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunctionl, and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other accounts. This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by First lien mortgage on the commercial property located at 5256 E. Trindle Road, Mechanicsburg, PA 17050; Second lien mortgage on the mixed use retail/residential property located at 175 E. Louther Street, Carlisle, PA 17013. OPTION TO DECLARE LOAN DUE. Although the repayment of the loan evidenced by this instrument has been designed as if it were to extend for the term established in the "Payment" section, hereinabove outlined, Borrower understands that Lender expressly reserves the right and option, exercisable at its discretion, to declare the entire unpaid principal balance under this Promissory Note together with all interest which shall have accrued thereon to be due and payable on the fifth (5th) anniversary of the date of this Promissory Note and on each succeeding Five(51 year anniversary of that date during the term hereof, hereinafter referred to as "Loan Call Date". In the event that bender desires to exercise its option to declare the Loan due, it shall deliver written notice thereof by regular first class mail to Borrower's last known address 90 days prior to the Loan Call Date. In the event that Lender desires to exercise its option to declare the Loan due, it shall deliver written notice thereof by hand delivery, nationally recognized overnight courier or regular first class mail to Borrower's last known address at least 90 days prior to the Loan Call Date. Borrower shall, on or before the Loan Call Date immediately following such notice, repay the entire principal balance due under the Promissory Note together with all unpaid interest which shall have accrued thereon as well as any other sums which may then be due under the Promissory Note or any other document constituting a part of the within loan transaction. Notice provided by first class mail to Borrower's last known address shall be deemed to have been delivered when deposited in the mail. POST CLOSING COMPLIANCE. Borrower agrees to execute, re-execute, cause a Guarantor(s) or other third party(ies) involved in the loan transaction to execute and/or re-execute and to deliver to Lender or its legal counsel, as may be deemed appropriate, any document or instrument signed in connection with the Loan which was incorrectly drafted and/or signed, as well as any document or instrument which should have been signed at or prior to the closing of the Loan, but which was not so signed and delivered. Borrower agrees to comply with any written request by Lender within ten (10) days after receipt by Borrower of such request. Failure to Borrower to so comply shall, at the option of Lender, upon notice to Borrower, constitute an event of default under the Loan. COLLATERALIZED/CROSS DEFAULTED. This loan is Cross Collateralized/Cross Defaulted with other loans for Borrower. REQUIRED DEPOSIT ACCOUNT. Borrower shall be required to establish and maintain primary deposit account relationship with Commerce Bank. COMMITMENT LETTER COMPLIANCE.. This loan is contingent upon Borrower's compliance with all of the terms and conditions in the commitment letter issued by Lender to Borrower on or about August 30, 2006. Upon breach of any term of condition therein Lender shall have the right to declare this loan in default and demand payment in full of the principal balance remaining unpaid, together with all interest, which shall have accrued thereon. . SUCCESSOR INTERESTS. The terms of Note shall be binding upon Borrower, and up. iorrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. PROMISSORY NOTE roan Na: 3432150 (Continued) Page 3 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: COMMERCE BANK/PARRISBURG N.A. LOAN SERVICING 3801 PAXTON STREET HARRISBURG, PA 17111. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 1$500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: X (Seal) Jefy?W nand LASER MO L-4. Vo 5]1.1001 Cep, X-d FY-.W 6~-.- ISS1. 20% A121gNI, Sp,?wO M N.WWA"51LPWIN,CFr4K%Q20 K n 21055 MIS Ex?,ibi't B Go/ivnerce Bank March 13, 2009 Your Floral Connection, Inc. 5256 E. Trindle Road. Mechanicsburg, Pa 17050 Jeffrey D. Winand 2407 Valley Road Harrisburg, Pa 17104 Terry A. Walton 24Q7 Valley Road Harrisburg, Pa 17104 CERTIFIED MAIL REGULAR MAIL In Re` Loan # 3432150 Promissory Note for $250,000 dated. September 14, 2006 Dear Mr. Winand and Mr. Walton: You are presently in. default of the Promissory Note as a result of your failure to make the monthly payments of principal and interest on the Loan for the months of January and February 2009 toth.ing $ 4,622:74, plus late charges of $ 1,964.52 for a total delinquency amount of $6,587.26. pursuant to the terms set forth in the Promissory Note, the Hank hereby: 1. Declares Borrower is in default; 2. Notifies Borrower that to cure the default, Borrower must pay to the Bank.the sum of $6,587:26 on or before SATURDA'Y,. MARCH.28`fi, 2009; 3. Notifies Borrower that if the. sum of $6,587.26 is not paid in full on or before SATURDAY, MARCH 28* 2009, then the entire amount awed by Borrower to Bank on account of the Loan may become due and payable in full on SUNIDAY,, MARCH 29th,: 2009; and: 4. Notifies Borrower that if the sum of $6,587.26 is not paid in full on or before, SATURDAY, MARCH 28t', 2009, then on SUNDAYS MARCH 29th, 2009, the. Bank may take legal action to collect the, amounts owed on the Loan which may include but riot be limited to an action in Mortgage Foreclosure. 51 Notifies the Burrower that all delint?uent taxes must be paid on or before SATURDAY, MARCH. 28, 2009. Commerce Bank / Harrisburg PO BoX 4999 3901 Paxton Street. Harrisburg, Pa 17111-0999 commercepmdom As of the date of this letter; the. following amounts are owed on the Loan: Principal $ 23 8,180.15 Interest $ 5,467.04 Late Fees $ 1,964.52 Total $ 245,611:71 In addition to the sum of $245,61,1.71, the principal balance of $238,184.15 is accruing interest at the per diem rate of $61.20. In the event that the Bank must start legal action, Borrower will be responsible for all legal fees and costs incurred by the Bank. Very truly yours, COMMERCE BANKMARRISBURU, N.A. Eric N. Fischer Commercial Lender cc: File fx k,df -I- ?- COMMERCIAL GUARANTY I References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. I Any item above containing "I I " has been omitted due to text length limitations. Borrower: Jeffrey D. Winand ISSN: 181.50-1074) Lender: COMMERCE BANKIHARRISBURG N.A. 175 E Louther Street COMMERCIAL MORTGAGE DEPARTMENT Carlisle, PA 17013 3801 PAXTON STREET HARRISBURG, PA 17111 Y Guarantor: Your Floral Connection, Inc u ` 175 E Louther Street Carlisle, PA 17013 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness' includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection apreemems or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty, It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars (50.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with 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; IF) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion COMMERCIAL GUARANTY Loan No: 3432150 (Continued) Page 2 may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (Al any "one action' or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before of after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of 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 right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S 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 is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender .may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO. GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shelf be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the bs is of Borrohe rlnde applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by to t. 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 to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or approp4me to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: COMMERCIAL GUARANTY Loan No: 3432150 (Continued) Page 3 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. Attorneys' Fees: Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnities and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even it a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, it mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown neat the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Jeffrey D. Winand and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Your Floral Connection, Inc, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means COMMERCE BANK/HARRISBURG N.A., its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME COMMERCIAL GUARANTY Loan No: 3432150 (Continued) Page 4 FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 14, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR, YOUR FLORAL CONNECTION, INC B (Seal) -Jim- y nd, resid ur Floral nn n, Inc CORPORATE ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA I I SS COUNTY OF 1)G n I On this, the day of `J Q {? t?11t? 20 beforeme ?P?C ?4 I the undersigned Notary Public, personally appeared Jeffrey D. Winand, Presi ent of Your Floral Connection, Inc, who acknowledged himself or herself to be the President of Your Floral Connection, Inc, of a corporation, and that he or she as such President of Your Floral Connection, Inc, being authorized to do so; executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself or herself as President of Your Floral Connection, Inc. In witness whereof, I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA 1 Notary Public in and for the State of Q t NOWM Seal Rebecca Seadrisl, Notary Pubic Swatam Twp., Daupttkt County My Cormtlssion Expkes Dec. 6, 2008 r.ewf. Vr O ] Cwpr M...r.0 lnr•n.l frV.ien.. V,v 1ff1. ]OM V,Kp?„RnrM. fR NIWRIAMfLLf'MNRGFNWIEM FC TI ]IO}f lR if ?x???? ? COMMERCIAL GUARANTY References in the shaded area are for*Lan y and do not limit the applicability of this document to any particular loan or item. t Any item,aboi*, ai g ""•" has been omitted due to text length limitations. Borrower: Jeffrey D. Winand (SSN: 181-50-10741 175 E Louther Street Carlisle, PA 17013 Lender: COMMERCE BANK/HARRISBURG N.A. COMMERCIAL MORTGAGE DEPARTMENT 3801 PAXTON STREET HARRISBURG, PA 17111 Guarantor: Terry A. Walton (SSN: 523-04-4323) 175 E Louther Street Carlisle, PA 17013 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection apreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or. unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated; undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (8) 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 port of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (0) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion COMMERCIAL GUARANTY Loan No: 3432150 (Continued) Page 2 may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; 11) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than one-hundred-twenty 1120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser. or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; ID) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or 'anti-deticiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of 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 right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or IF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S 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 is determined to be contrary to any applicable law of public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency, and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. 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 to Guarantor shall be marked with gend that the same are subject to this Guarantt 1 shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in t, ame of Guarantor, from time to time to file finat. d statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights COMMERCIAL GUARANTY Loan No: 3432150 (Continued) under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty; Page 3 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. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' tees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of taw provisions. This Guaranty has been accepted by Lender in the Commonwealth cf Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnities and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of .Borrower or Guarantor are corporations, partnerships; limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty, Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Jeffrey D. Winand and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Terry A. Walton, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means COMMERCE BANK/HARRISBURG N.A., its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with rhn Indphipeinacc COMMERCIAL GUARANTY Loan No: 3432150 (Continued) Page 4 CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY, GUARANTOR HERESY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 14, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA I ?? ! ) SS COUNTY OF j t X7111 r 1, 1 Pis, the -i-121 day of ? p 'j.." n. 20 O ,before me ?Ct)? nn i , 1 the undersigned Notar? Pu lic, personally appeared Terry A. Wakon, known to me for satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof. I hereunto set my hand and official seal. NCOW Sed Flebaaoa Seactr(et, NOW Y PLA* SwaWmTwp., Dauphin ___n My Cortyttiaaion Evkw Der- 6, 20W i Notary Public in and for the State of , q 1-1 SaWlw,, F,. 1917. 200{ NIo,.--- -P? "\WI"I.AS\LPWIMCFlILKIE20.iC -)'M MI- E xy,: 6'[+ E PROMISSORY NOTE References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "' +" has been omitted due to tent length limitations. Borrowers Jeffrey D. WhandlSSN: 181-50-1074) Lender: COMMERCE BANK/HARRISBURG N.A. 175 E Louther Street COMMERCIAL MORTGAGE DEPARTMENT Carlisle, PA 17013 AXIkap 3801 PAXTON STREET 91 y HARRISBURG, PA 17111 Principal Amount: $224,881.00 Date of Note: September 14, 2006 PROMISE TO PAY.. Jeffrey D. Wmand i"Borrower") promises to pay to COMMERCE BANK/HARRISBURG N.A. I-Lender"), or order, In lawful money of the United States of America, the principal amount of Two Hundred Tw.snty-four. Thousand Eight Hundred Eighty-one & 001100 Dollars (;224.8$1.00), together with interest on the unpaid principal balance from September 14, 2006, until paid in full. PAYMENT. Subject to. any payment changes resuldIng from changes in the Index. Borrower will pay this leap in accordance with the following payment schedule: 60 monthly consecutive principal and interest' payments In the Initial amount of $2,079_13 each, beginning October 14, 2006, with. Interest calculated an the unpaid principal balances at an Interest rate of 9.250% per annum: 179 monthly consecutive principal and Interest payments In the !Wei amount-of $2.079,14 each.. beginning October 14, 2011, with interest calculated on the unpaid principal balances at on Interest rate based on the Prime Rate as published in, the Money. Rate. Section of the. Wall Street Journal. If a range of rates is published, the highest will be used. (currently 8.250%), plus a margin of 1.000 percentage points, resulting in an initial interest rat* of 9.250%; and one principal and Interest payment of $2,077.79 on September 14, 2026, with interest calculated on the unpaid principal balances at an interest rate based on the Prune Rate as published in the Money Rata Section of the Will Street.Joumal. If a range. of rates is published, the highest will be used.. (currently 8.250%), plus a margin of 1.000 percentage points, resulfl g In an Initial Interest rate of 9.250%. This estimated fetal payment is based on the assumption that AN payments will be made exactly as scheduled and that the Index does not change;, the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note.. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid c6lleclion costs end then to. any late charges. The annual Interest rate for this Note is computed on :a 3651360 basis; that Is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance,, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE.. The interest rote on this Note is subject to change from time to time based on changes in an independent. index which is. the Prime. Rate as published in the Money Rate Section of the Wall Street Journal. If a range of rates is published, the highest will be used. (the 'index"). The Index is not necessarily the: lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this ban, Lender may designate a, substitute index after notifying Borrower. Lender will tell Borrower the current index rate upon Borrower's request. The interest rate change will not occur more often than each daily. Borrower understands that Lender may make loans based on other rates as well. The index currently is B.250% per annum. The interest rate or rates to be applied to the unpaid principal balance during this Note will be, the rate or rates set fofth herein In the "Payment" section. Notwithstanding any other proviision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE:. Under no circumstances will the interest rate on this Note be more than the maximum rate. allowed by applicable law. Whenever increases occur, in the interest rate, Lender, at its option, may do one or more of the following: (A) Increase. Borrower's payments to ensure Borrower's loan will pay off by its original final, maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject: to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of tits Not', Lander Is entitled to the foAowing prepayment penalty: Prepayment of. Any amount of the principal. sum shad be. subject to a penalty charge of 5% during the first year of antoftation and declining 1% per year thereafter. to par. Except for the foregoing, Borrower may pay all or a portion of the amount owed earner than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to, continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's. making fewer payments. Borrower agrees not to send Lender payments. marked "paid in full', "without recourse", or similar language. If Borrower sends such a'payment Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to. pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full' of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to; COMMERCE BANK/HARRISBURG N.A., COMMERCIAL MORTGAGE DEPARTMENT, 3801 PAXTON STREET, HARRISBURG, PA 17111. LATE CHARGE. If a' payment is 10 days or more late, Borrower will be charged 5.00096 of the regularly scheduled payment. INTEREST AFTER. DEFAULT. Upon default, including failure to pay upon final maturity, the. interest rate on this. Note shall be increased by adding a 2.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin. shall also apply to each succeeding interest rate change that would have applied had there been no default. After maturity, or after this: Note would have matured had there been no default,, the.. Default Rate Margin will continue to apply to the final interest rate described in this Note; If judgment is entered in connection with this Note, interest will continue to accrue after, the date of judgment at the. rate in effect at the time judgment is entered. However, in no event Will.the interest rate excead the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default, Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to, perform any other term, obligation, covenant or condition contained in this Note or in` any of the related documents or to comply with or to perform any term, obligation, covenantor condition contained in any. other agreement between Lender and Borrower. Default in Fav. or of Third Parties. Borrower or any Grantor defaults under any loan, extension of.credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that. may materially Affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents, Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any loan. PROMISSORY NOTE Loan No- 3432250 (Continued) Page 2 False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insohrency. The death.of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender: However, this. Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lander monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor, Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default,.other than a default in payment is curable. and if Borrower has not been given a notice of a breach of the. same' provision of this Note within the preceding twetve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding; curd of such default: (1) cures the default within fifteen (15) days;: or (2) if the cure requires more than fifteen 05) days, immediately initiates steps which lender 'deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notice; as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower, will pay that.amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount: This includes; subject to any limits under applicable law,Lender's attorneys' fees and Lender's: legal expenses; whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and, appeals.. If not prohibited by applicable law, Borrower also will pay anycourt costs, in addition to all other sums provided by law. GOVERNINGIAW. This Note wig be governed by federal law appticable. to.Lender and, to the extent not preempted by.federal. law, the laws of: the Commonweahh of Pennsylvania without regard to its conflicts of law. provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. RIGHT OF SETOFF: To the extent permitted by applicable law. Lender reserves a right of setoff in all, Borrower's accounts with Lender Iwhether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future.. However, this does not include any IRA or Keogh accounts; or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against.any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by First lien mortgage on the on the mixed use retail/residential property located at 175 E.. Louther Street; Carlisle, PA 17013; Second lien on the commercial property located at 5256 E. Trindle:Rd., AAechanicsburg, PA 17050. ornDrt. TO DECLARE LOAN: DUE. Although the repayment of the loan evidenced by this instrument has. been designed as if it were to extend for the term established in the "Payment section,, hereinabove .outlined. Borrower' understands that Lender expressly reserves, the right and option, exercisable at its discretion, to declare the entire unpaid principal balance under this Promissory Note together with all interest. which shall have accrued thereon to be due and payable on the fifth (5th) anniversary of the date of this Promissory Note and on each succeeding Five(5) year anniversary of that date. during the term hereof, hereinafter referred to as "Loan Call Date". In the event that Lender desires'to exercise its option to declare the Loan due, it shall deliver written, notice thereof by regular first class mail to Borrower's last known address 90 days prior to the Loan Cal( Date. In the event that Lender desires to exercise its option to declare the Loan due, it shall deliver written notice thereof by hand delivery, nationally recognized overnight courier or regular first class mail to Borrower's last known address at least 90 days prior to the Loan gall Date. Borrower shalt, on or before the Loan Call Date immediately following such notice, repay the entire. principal balance due under the Promissory Note together with all unpaid interest which. shall have accrued thereon as well as any Other sums which may then be due under the. Promissory Note or any other document constituting a part, of the within loan transaction. Notice provided byfirst class mail to Borrower's last known address shall be deemed to have been delivered when deposited in the mail. POST CLOSING COMPLIANCE. Borrower agrees to execute, re<execute, cause a Guarantor(s) or other third partylies) involved iI n the loan transaction to execute and/or re-execute and to deliver to Lender or its legal counsel, as may be' deemed appropriate, any document or instrument signed in connection with the Loan which was incorrectly drafted and/or signed, as well as any document or instrument which should have been signed at or prior to, the closing of the. Loan, but which was not so signed and delivered. Borrower agrees to comply with any written request by Lender within ten (10) days after receipt by Borrower of such request. Failure to Borrower; to so comply shall, at the option of Lender,, upon notice to Borrower, constitute an event of default under the Loan. COLLATERALIZED/CROSS DEFAULTED. This loan is Cross Collateralized/Cross` Defaulted with other loans for Borrower. REQUIRED DEPOSIT ACCOUNT, Borrower shall be required to. establish and maintain primary deposit account relationship with Commerce Bank. COMMITMENT LETTER COMPLIANCE.. This loan is contingent upon Borrower`s compliance with, all of the terms and conditions. in the Commitment letter issued by Lender to Borrower on or about August 30, 2006. Upon breach of any term of condition therein Lender shall have the right to declare this loan in default and demand payment in full of the principal balance. remaining unpaid, together with all interest, which shall have accrued thereon. . SUCCESSOR: INTERESTS. The terms c s Note shall be binding upon Borrower, and r Borrower's heirs, personal representatives, surrassors +ns, and shall inure to ...z benefit of Lander and its successors and assigns. PROMISSORY NOTE Loan No 3432250 (Continued) Page 3 NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address; COMMERCE_BANKIHARRISBURG N,A, LOAN SERVICING 3801 PAXTON STREET HARRISBURG, PA 171 11. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them: Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this. Note; and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shalt be released from liability. All such parties agree. that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lenders security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. AN such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the. enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY' IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO. APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED. BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($.500) ON WHICH JUDGMENT. OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN 11 FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE IMF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE: THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: X.. (Seal) J ? nand USEl1 PM Lwd*b,. Vi. 5.24.10.00! Eap fk fwd f-4W fFnwn,, Iw, IHl, "N. "NO. Aw?vN.. • ?- N;,WINMNILKV1MfH1LR10]b}G; T14f fOTJ Ml* xti,b?+ F L CO, March 13, 2009 Your Floral Connection, inc. 5255'E. Trindle Road Mechanicsburg, Pa 17050 Jeffrey l), Wnand 2407 Valley Road Harrisburg, Pa 17104 Terry A. Walton 2407 Valley 'Road Harrisburg; Pa 17144: CERTIFIED MALL REGULAR MAIL In Re: Loan # 3:4x2250 Promissory Note for $224,881 dated September 14, 20 Y` Dear Mr. Winand and Mr. Walton, You are presently in default of the Promissory Note as a result of your failure to make tho monthly payments of principal and interest an the Loan .for the months of January and February. 2049 totaling $4,,158.26, plus late charges of $1,757.15 for a total delinquency amount of 15,9'25.41. Pursuant to the tteon.s.set forth in the.Prom 'sscry Note, the Bank hereby; 1. Declares Borrower is in default; 2. Notifies Borrower that to dire the: default, Borrower must pay to the Bank the sutn of $5,925.41 on or before SATURDAY, 1V,IARCB 28?'`, 200; 3. Notifies Borrower that if the sum of $5925:4 T is not: paid in full on or before SATURDAY, MARCH 2$tt', 2049; then the entire, amount owed by Borrower to Bann an aceonrit of the Lvai may become due and payable in full on SUNDAY; MARCH 29th, 2000; _and 4. Notifies Borrower that if the sum of $5,925.41 is not paid in full on or? befcre SATURDAYMARCH _28`h,.2009, then tin SUN DAY, MARCH 29th, 2bb9; the Bank may take legal action to collect the arriounts.owed.on the Loan which may, include but not be limited to an action in Mortgage Foreclosure. 5-. Notifies the Borrower that all delin.. uent taxes must be paid on or Before SATURDAY, MARCH..28' 2009. Gornmerc# Bank / Harrisburg P6 Box 4999 W01 Paxton Street Harrisburg, PA 17111-0999 cornmercepccom As of the date of this letter, the following amounts are owed on the Loan: Principal. $ 2155344;82 Iriterwt 4,94.1;x$ Late Fees $ 1.767.15 Total $ 221,03:62 In addition to the sum .,of $222,053.62, the principal WOW of $215,344.8 is accruing interest.at: the per diem rate of $55.33. In the event that the Bank must start legal. action, Borrowerwill be responsible for all legal fees and costs incurred by the Sank. Very truly yours, COMMERCE BANKMARRI-SBURG., `N-A. Eric N. Fischer Commercial Lender PC, File b? ?' ? ? ? X j COMMERCIAL GUARANTY Guarantor: Your Floral Connection, Inc 11°_ 111? y 175 E Louther Street Carlisle,. PA 17013 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE.' For gopd and valuable. consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the. Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related. Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against. Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness: or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness, Guarantor will make- any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim; and will otherwise perform Borrower's obligations. under the. Note and Related Documents, Under th is Guaranty, Guarantor's. liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The Word "Indebtedness.` as used in this Guaranty means,allof the principal amount outstanding from. time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from.any and.. alJ debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower indi (dually: or collectively or interchangeably with.athers, owes of will owe Lender. 'indebtedness' includes, without limitatiohi loans, advances, debts; overdrafts indebtedness, credit card indebtedness, lease obligations, liabilities and obligations :under any interest rate protection. apreements or foreign currency exchange: agreements or commodity price protection agreements, other'obligations, and liabilities of Borrower, and any present or future judgments against Boirowe i future advances, loans of transactions that. renew,."rvd; modify, refinance; consolidate or substitute these debts, liabilities and obligations whether. voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquldeled; determined or undetermined; direct or indirect; primary or secondary imnsture or arising from a guaranty or surety secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy;, insanity; ultra wires or otherwise),' and originated than reduced' or extinguished and than afterwards iricreased or reinstated. if Lender presently holds one or more guaranties, or. hereafter receives addtional guaranties from Guarantor; Lender's rights under all guaranties shall be cumulative:. Thi§ Guaranty shall not (unldti ilOdcifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's, liability will be Guarantor's.aggregaie liability under the terms of this Guaranty and any such other unterminated guaranties> CONTINUING GUARANTY. THIS IS A 'CONTINUING GUARANTY" UNDER WHICH `GUARANTOR AGREES. TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE- AND SATISFACTION. OF THEE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED;. ON AN OPEN AND CONTINUING. BASIS, ACCORDINGLY ANY PAYMENTS MADE ON NE INDEBTEDNESS WILL NOT DISCHARGE OR DiMIN1SH GUARANTOf'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY AtMAINING. ANQ.SUCCEEDING INDEBTEDNESS EV04 WHEN ALL OR PART Of THE OUTSTANDING INDEBTEiJNE$S. MAY BIt A 'ZEFt BALANCE -FROM TIME TO TIME. 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. Bo(rower, and will continue rn full force until all the. Indebtedness incurred or contracted before receipt by Lender of any notlc4 of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have. been: performod in full, If Guarantor elects to revoke this Guaranty, Guare.:rxtor. jnay only do so in writing.: Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above of such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only. to advances or new indebtedness created after actual. receipt by Lender of Guarantor's written {evocation. For this purpose and without limitation, the term "new Indebtedness' does not include tho Indebtedness which at the time of. notice of revocation is contingent, unliquideted; ur termirred or: not due and, which later becomes absolute, liquidated, determined or due. Thin Guaranty will continue to bind. Guarantor for all the Indebtedness incurred by. Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions; renewals, substitutions or modifications of the, Indebtedness. All renewals, extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty andi specifically will not be considered to be haw Indebtedness. This Guaranty shall,.bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject. to the foregoing, Guarantor's executor or administrator or other legal represerntaUve may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect.. Release of any other guarantor or termination of any other guaranty of the indebtedness shall; not affect the, fabifity of'Guarantor under this.Guetanty..A revocation Lender receiVeV from anyone or more Guarantors 'shall not affect the liability of any rernairi7ng: Guarantors under this Guaranty. It is anticipated that.fluctuiWilis May occur in the aggregate arnourit of 'the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Ins*biednlss even to iero dollars ($0.00), prior to Guarantor's written favoca.don of this Guaranty shall not constitute' a termlrtatlon of this Guaranty. This Guaranty Is. bfnd'mo upon Guarantor and Guarantor's heirs aUccessors and aislins so Ions as any of the indebtedness remains unpaid and even though. the Indebtedness mey front time to time be zero dollars iSO.(ll)). GUARANTOR'S AUTHORIZATION' TO LENDER. Guarantor authorizes Lender, either before or after any revocation, hereof, without' notice or denfand and without lessening. Guarentor's Lability under this, Guaranty, from time to'`time; IA) prior to revocation as set torch above, to make one or more additional: secured or unsecured loans to Borrower, to lease equipment: or other goods to fBorrower, or otherwise to extend aoditiohal credit to Borrower; (B) to slier, compromis®, renew,. extend, accelerete, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the lndebtedness; 'rricluding' "increases and decr'eases' of the rate of interest on the Indebtedness, extensions` may be repeated. and may be for longer than thd. original ban term,- IC) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange; enforce; waive; subordinato, fail or decide not to perfect; and relea'se' any such security, with orwrthouvtfie substitution:of new collateral.-* JD.) to release, substitute, agree not to sue, ordeal with any one or more of Borrower s. sureties, endorsers, or other guarantors on any terms or in any mariner Lender may choose; P to detrirmine how, when and what application of payments and credits shall bei made on the Indebtedness; (F) to apply such security and. direct the order or manner of sale thereof, including without lirnitatiori; any nonjudicial sale permitted, by the terms of the controlling security agreement or deed of trust, as Lender in its discretion Borrower. Jeffrey D. Winand (SSN; 181-50-1074) Lender: COMMERCE, i3ANK(HARRISSURG N.A. 175 E Louther Street COMMERCIAL MORTGAGE DEPARTMENT Carlisia, PA 17013 3801. PAXT;ON STREET HARRISBURG, PA 17111 , COMMERCIAL GUARANTY Loan No: 3432250 (Continued) Page 2 may determine; (G)" to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (Hi to assign or transfer' this Guaranty in whole or in part, GUARANTOR'S REPRESENTATION$ AND WARRANTIES. Guarantor represents and warrants to Lender that (A)' no representations or agreements of any kind have been. made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this. Guaranty is executed at Borrower's request.and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty', (01 the provisions of this Guaranty do not conflict with or result in it, default under any agreement or other instrument binding upon. Guarantor and do not result in. a Violation of any law, regulation,.court decree or order applicable to Guarantor; 1E) Guarantor has not and will not,. without the prior written consent of Lender; sell,. lease, assigni encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein;- (F) upon. Lender's request, Guarantor will provide to Lender financial and credit information.in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to. Lender is and will be, true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; Ili) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided, to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those' for unpaid tazesj against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (Ji Guarantor has established adequate means of obtaining from Borrower on a' continuing basis information regarding $OfrOWe('S financial condition. Guarantor. agrees to keep: adequately: informed ftoni such means of any facts, events, or circumstances which might iri any way affect Guarantor's risks under this Guaranty; and Guarantor further agrees that Lender shall have no obligation to disclose. to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower, GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Tax Returns. As soon as available,. but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax: reporting period ended, Federal and other governmental tax` returns, prepared by Guarantor. All financial reports required. to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified byGuarantor as being: true arid correct. GUARANTOR'S WAIVERS'. Except as prohibited. by applicable law, Guarantor waives any right to require Lender IA) to continue lending tridney or to extend other credit to Borrower; (B) to make any presentment, protest; demand, or' notice of any kind including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or: notice of any action or nonaction on the part of Borrower, Lender, any. surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans Or;obligati6n(C) to resort for"payment Otto proceed directly or at once against any person, including Borrower or any other guarantor, ID) to proceed directly against of exhaust any ebtl.ateral held by Lender from Borrower, any other guarantor; or `any other person; (E) to give: notice of the terms., time, and place of any public or private sale of personal property securi ty held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power, or. (G) to commit any act or omission of any kind, or at any time., with. respect to any matter whatsoever. Guarantor also waives any and. All. fights or defenses based on suretyship. or impairment of collateral `including; but not limited to, any rights or defenses arising by reason of IA) any "one action" or anti-deficiency' ,law or any other law which may prevent lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or corimpletion of any foreclosuni action, either' judicially or by exercise :of a power of. sate, (B) any election of remedies by Lender which" destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantbr's-rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights: Guarantor.: may suffer, by reason of any law limiting; qualifying, or discharging the Indebtedness; (C) any disability cr other defense of Borrower; of any other guarantor, or of airy 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 tfie lndebtedness; (Q) any fight to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there. Is outstanding Indebtedness; which is not barred by any applicable statute of limitations; or {F). any defenses given; to guarantors at law Or in .et}uity other than actual. payment and. performance.. of the indebtedness: If payment is made by Borrower; whether voluntarily or dtherwise; or by any third party, on the Indebtedness and thereafter Lender's forced to.remit the amount of that .payment to Borrower's trustee in.baiikruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the .Indebtedness shall be considered unpaid for the; purpose of the enforcennent 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; counterclaint, 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 Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not. contrary to public policy Or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent" permitted by applicable. law, Lender reserves a right of setoff in all Guarantor's accounts: with Lender (whether checking, savings; or s.ome`other accountj. This includes all accounts Guarantor holds jointly with 'someone else and all accounts Guarantor may open in the future. However; this does not inclgde any. IRA 'or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law,, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORR.OWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to. any claim that 0Uarantor may now have or hereafter acquire against Borrower, whether or riot Borrower 6eCOnies insolvent: Guarantor hereby expressly subordinates ;any claim Guarantor may 'have: against, Borrower; upon any act unt.whatsosver, 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 clairns. of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to, the Indebtedness.. Guarantor does hereby assign to Lender all. claims which It may have or acquire. against Borrower or against. any assignee or trustee; irr bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in. legal tender Of. the, indebtedness. If Lender so requests; any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall 6e marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, "and Lender it hereby authorized, in the name of Guarantor, .f roan time to time to file financing St ternbnts and continua Von statements: and to execute documents and to. take su& ether actions as Lender deems necessary or appro• 'te to perfect; preserve and enforce its rights under t; s Guaranty. NIISCEI ANEOUS PROVISIONS.. The following miscellaneous provisions are a part of this Guaranty: i COMMERCIAL GUARANTY Loan No: 3432250 (Continued) Page 3 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:ot or amendment to this Guaranty shall be effective unless given in writing and' signed by the party: or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees;.Expenses. Guarantor agrees to pay upon demand all of Lender`s costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty: Lender may hire or pay someone else to help enforce this: Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys` fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses, for bankruptcy proceedings (including efforts to modify or vacate airy automatic. stay or injunction.), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court. costs and such additional fees as may be (Erected by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define. the provisions of this Guaranty, Governing Law. This Guaranty witl.be governed by federal law applicable to Lender and, to the. extent not preempted by fedaral.law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of low provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania: Integration. Guarantor further agrees that,Guarantor has read and fully understands the terms. of this Guaranty; Guarantor has had the opportunity to. be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully, reflects Guarantor's intentions and parol evidence is not,required to interpret the terms °of this-Guaranty, • Guarantor hereby indemnities. and holds Lender harmless from all fosses, claims,: damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender asa result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to. have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or Mien this Guaranty is executed. by more than ore. Guarantor, the Words "Borrower" and "Guarantor' respectively shall mean all and any one or more of therm. The Words "Guarantor; "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be. enforced, that fact by itself will not mean that. the rest of this Guaranty. will not, be valid or enforced. Therefore, a court will enforce.the rest of the provisions of this Guaranty even if a prpvrs'ion of this Guaranty may be found: to be invalid or unenforceable, It any one. or more of Borrower or Guarantor are Corporations, partnerships, limited liability. companies; or similar entitles, it is not necessary for Lender to inquire' into the powers of Borrower or Guarantor or of the officersi directors, partners, managers, or other: agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required` to be given under this Guaranty shall be given in writing,, and, except for revocation notices by Guararitot,, shall be effective when actually delivered, when actually received by telefecsimile sunless, otherwise :required.by law), when deposited with a nationally recognized overnight' courier or, if mailed; wh6A deposited in the United States mail, as first class, cettif9ed or registered mail postage prepaid, directed to the addresses shown near the beginning of airs Guaranty.. Atl revocation. notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the. section of this Guaranty entitled "DURATION OF. GUARANTY." Any party may change its address for. notices under, tthis. Guaranty ,by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address: For notice purposes; Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Gdarantors: No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No, delay or omission on.the_ part of Lender in exercising any right shall operate as a waiver of such right or any other right., A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's. right dtherwise'to demand a rict.,compliance with that provision or any otter provision of this Guaranty. No prior waiver by Lender; nof.eny cour§e'of dealing,between Lender and Guarantor, shall constitute a; waiver of any of Lender's rights of of any of Guarantor's obligations as t.9 any fu#ure fransa.ctions Whenever the consent of Lender is required under this Guaranty, the granting of.such consent by Lender irk, any instance shall. not constitute continuing, consent to subsequent instances where such consent is required and in all 'cases such consent,may be granted or withheld in the sole discretion of Lender. Successors and Assigns, 'The terms of this: Guaranty Shall be binding, upon Guarantor,. and: upon Guarantor's heirs, personal representatives, successors; and assigns; and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to. dollar amounts shall mean amounts in lawful money of the United States of .America, Words and terms used in the singular shall include the plural, and. the plural shall include the singular, as the context may require: Words and terms not otherwise defined in this Guaranty, shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower, The word: "Borrower" means Jeffrey Di Winand and includes all co-signer;; and co-makers signing the Note and all their successors and assigns. GAAP, The word 'GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without. limitation Your Floral Connection, inc; and in each case, any.signer's successors and assigns, Guaranty: The word 'Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more pvticutarly described in this Guaranty. Lender. The word 'Lender' means COMMERCE BANK/HARRISBURG N.A., its successors and assigns. Note; The word "Note" means and. includes without limitation all of Borrower's promissory notes and/or credit agreements: evidencing Borrower's `loan obligations in favor of tender. together with all renewals of, extensions of, modifications.of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements, Related Documents. The words "Related Documents" 'mean all promissory notes, credit agreements; loan agreements, environmental agreements, guaranties, security agreements; mortgages, deeds of trust, security deeds, collateral mortgages, and all ocher instruments, agreements and documents; whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT-. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF. PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME COMMERCIAL GUARANTY Loan No: 3432250 (Continued) Page 4 FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND Al AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING: THE INDEBTEDNESSTOGETHER WITH COSTS OF SUIT, .AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE; AND. ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS, THAN _ FIVE HUNDRED DOLLARS (5500) ON. WHICH JUDGMENT OR JUDGMENTS ONE OR. MOREEXECUTIONS.MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR. A COPY.OF THIS GUARANTY VERIFIED BY-AFFIDAVIT :SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN. THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE .OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME: AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR .HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A. HEARING IN CONNECTION WITH ANY SUCH, CONFESSION OF JUDG.MEM1IT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS; IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO mA0 THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 14, 2006. THIS GUARANTY IS' GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: YOUR FLORAL CONNECTION, INC B ? ISeal) an Your Floral o n, Inc CORPORATE ACKNOWLEDGMEN COMMONWEALTH OF PENNSYLVANIA 1 )Ss COUNTY OF rh/t ) Qn this, the f TT ? . day of before ma `? `.b ` d, ?1C h r I the undersigned No ry Public personally appeared Jeffrey D: Winand President o our Floral. Connection, Inc, who acknowledged. hirrlself. or herself to be the President of Your Floral Connection, Inc, of a corporation, and-that he or she as. such President of Your Floral Connection, Inc, tieing authorized to 06 sQ, exacuted the foregoing instrument for the puiodses therein containod by signing the name of the corporation b himself or herself as President of Your Floral Connection, Inc: In witness whereof, I hereunto set My hand and of,.rseal. RW )B= Swalin' My CtxtxttiW &W 1? Notary Public. in and for the State of M t.:iiii'1, v.A3tA4A= C* diuw,Tun.r iMrtinR Mc. 1111, low. AM 14?I+I ?ww!• • VA N.nrltl?IOf1tPW11nCTL1l?[20./C 111.2102 M411 ?,? ?,rb,t l? t COMMERCIAL GUARANTY ..:.::.. _......,:.,..- .._y....:..: .vxvv:v:: 9'P.W: 3;il:4??:1.v . ?• •;. y ??' ? k??,t: sy $z s' ... :.. r•,,i: YLr ('- r;.• = ? M :.WL P S v.•u...:api.... i'?° sY ba .Ty ' S _ •i: mY OWL References in the. shaded area are for Lender's Use o9 y and do not limit the applicability of this document to any particular loan or item. Any item above: containing has been omitted due to text length limitations. Borrower: Jeffrey D. WInand (SSN: 181-50-1074) Lender: COMMERCE BANKIHARRISSURG NA. 175 E Louthei.Street. COMMERCIAL MORTGAGE DEPARTMENT Carlisle, PA 17013 3801 PAX'rON' STREET HARRISBURG, PA 17111 Guarantor: Tarry A. Watton (SSN: 5234323) 175 E. Louther Street Carlisle, PA 17013 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full, and punctual payment a nd.satisfaEtiort of the indebtedness .of, Borrower to. Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance. and not of collection, so Lender can enforce this Guaranty against Guarantor even .hen Lender has not exhausted Lender's remedies. against anyone: else: obligated to pay the indebtedness or against any collateral securing the indebtedness, this: Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds,. without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing, INDEBTEDNESS. The word "Indebtedness" as used in this Guarentymeans all of the principal amount outstanding from time to time and. at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees; arising irorrl any and all debts, liabilities: and obligations of every nature or form, now existing. or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. 'Indebtedness` includes, without limitation, loans, advances, debts, overdraft. indebtedness, credit card :indebtedness, lease obligations, habrlities and obligations under any interest rate. protection apreements or foreign eurranty exchange agreements or commodity price protection agreements, other obligations,: and liabilities of Borrower,, and any presentor future judgments against Borrower, future advances, loans or trahsacttons that renew; extend, modify, refinance, consolidate or substitute these, debt's, liabilities and obligations whether: voluntarily or involuntari ly incurred; due or to become due by their terms or acceleration; :absolute or contingent; liquidated or. unliquidated: determined or undetermined; direct or indirect; primary or secondary in nature or arising from A. guaranty_ or surety; secured or unsecured; joint cg several or joint. and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others.; barred or unenforceable against. Borrower for any reason whatsoever; for any transactions: that may be voidable for any reason (such as infancy, insanity, ultra wires or otherwise); and originated then reduced or extinguished and theii afterwards increased or reinstated. if Lender presently holds orte or more guaranties; or hereafter receives additional guaranties from Guarantor, Lender's. rights under ah:guaranties shall be cumulative. This. Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate: arty such other guaranties. Guarantor's liability will-be Guarantor's aggregate liability. Under the terms of this Guaranty bad'any such other unterminated guaranties; CONTINUING GUARANTY. THIS iS A °CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO `GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER,. NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY; ANY PAYMENTS MADE ON. THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBUGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF ,THE OUTSTANDING INDEBTEDNESS. MAY BE A ZERO BALANCE FROM -nmE.TO TIME. DURATION OF GUARANTY. This Guaranty will take eflett when received by Lender withoutthe necessity of any acceptance by Lender, or any notice: to Guarantor or to Borrower, and will continue. in full farce until a11".. Indebtedness. incurred or contracted before: receipt by Lender of any notice of revocation shall have been fully and. finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been. performed in full. If. Guarantor elects to revoke this Guaranty, Guarantor may only do so in. writing. Guarantor '$ w0ttt+an notice of revocation must be mailed to Lender, by certified mail, at. Lender's address listed above or such other place as Under may designate in Writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without liniitatiori, the terrK "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, "uniiquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due.. This Guaranty will continue to bind Guarantor: for all the Indebtedness incurred by Bprrower or committed, by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals; substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions., and modifications of the Indebtedness granted after Guarantor's' revocation, are contemplated under this Guaranty and, specif . ically_ will not be considered to be new Indebtedness: This Guaranty shall bind Guarantor's estate as to the Indebtedness. created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject tp. the foregoing. Guarantor's executor or administrator or other legal :representative. may terminate this Guaranty in. the same manner, in which Guarantor might have terminated it and with the same affect.. Release_of any other guarantor or termination of any other guaranty of the,indebiedness shall not affect the. liability of Guarantor under this Guaranty. A revocation Lender receives. from any one or. more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations, may detur In the aggregate Amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges, and agrees that. reductlons in the. amount of the indebtedness, even to zero dollars (40.00), prior :to Guarantor'a written revocation of this Guaranty shall not constitute a taimination of. this Guaranty. This G, uararity is bfndfng upon Guarantor and Guarantor's helrs,, successors and assigns so long as any of the: Indebtedness remains unpaid and even though the Indebtedness. may from time to time be iero dollars. GUARANTOR'S AUTHORIZATION TO LEND EA. Guarantor authorises Lender„ either before or after any revocation hereof; without notice or demand and without lessening Guarantor's flabAlty under this Guaranty, from time to trine; IAj prior to revocation as set forth above; to, make one or more additional secured or unsecured loans to t3oerower, to lease: egwptnent or other goods to Borrower; or otherwise, to extend additional credit to Borra'1ver18) to alter, compromise, renew, extend, accelerate, or, otherwise change one or more times the. time for payment or other terms of the indebtedness or any part of the Indebtedness, including increases .and decreases of the rate of interest on the indebtedness, extensions may be,repeated and may be. for longer thanthe original loan term: (C) to take'and hold security for the payment of this, Guaranty or the Indebtedness, and exchange, enforce, waive, Subordinate, fail or decide not to perfect, and release any such security with or without the substitution of new collateral, (D) to release, substitute. agree not td: sue, or deal with any orie or more of Borrower's sureties; .endorsers,., or other guarantors on any terms or in any. manner Lender may choose; M) to determine how, when And: what application of payments and credits shall be made'on- the Indebtedness; (F) to Apply such security and direct. the. order or manner of sale thereof, including without limitation, any norijudicial sale permitted by the terms of the controlling security agreer.ient or deed of trust, as Lender in its discretion COMMERCIAL GUARANTY (Continued) Page 2 Loan No 3432250 may determine;. (G) to sell, transferi assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES: Guarantor represents and warrants to. Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms off this Guaranty; (B) this Guaranty is executed at Borrower's. request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into. this Guaranty; (D) the provisions of this Guaranty do not :conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result. in a violation of any law regulation; court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender; self lease assign encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or. any interest therein; (F) upon Lenders request, Guarantor will provide to. Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which- will be provided to Lender Is and will be true. and correct in all material respects and fairly present Guarantor's financial condition as of 'the. dates the financial information is provided, (G) no material :adverse change has occurred in Guarantor's financial condition. since the date of. the most recent financial statements provided to Lender and. no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim,. investigation, administtative proceeding or similar action (including those for unpaid takes) against Guarantor is pending or threatened; 01 Lender'has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's f-inanciaf condition. Guarantor agrees to keep adequately informed from such. means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available; but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period.ended, Federal and other governmental tax returns, prepared by Guarantor., All financial reports required,0 be provided under this Guaranty shall be prepared in accordance with GAAP; applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S- WAIVERS: Except as prohibited by applicable lawi Guarantor waives any right to require Lender (A) to continue Iending money or to extend other credit. to Borrower; (8) to make any presentment, protest, demand, or notice of any kind; including. notice. of any nonpayment of the Indebtedness or of any nonpayment relater} to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in. connection. with the Indebtedness or in connection with the creation of now or additional loans or obligations; (C) to resort for payment or to proceed direr fly 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 of private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or IG) to commit any act or omission of any kind, or at any rime ° with respect to'any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by. reason of (A) any "one action" or "anti-deficiency" law or any other law which may pravent.Lender from. bringing, an. y action, including a claim for deficiency, . against Guarantor; before or' after Lender's commencement or completion of any foreclosure action; either judic ally or by exercise of a power of sale; (51 any election of remedies: by Lender which destroys' or otherwise adversely affects Guarantor's subrogation: rights or Guarantor"s rights to proceed against Bbtrower for reimbursement. including without limitation, any loss: of rights Guarantor may suffer by reason of any, lave limiting, qualifying, or discharging the indebtedness; (Q any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrowers liability from any cause whatsoever, other' than payment in full in legal tender.; of the Indebtedness.; ID) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral fo'r the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against. Guarantor.is commenced, there is outstanding Indebtedness which is' not barred by`any applicable statute of. limitations; or {t) any defenses: given to guarantors at law or in equity tither. than. actual: payment end performance of the Indebtedness. If payment is `made. by Borrower,: whether voiuniarily or otherwise, or by any third party, on the, Indebtedness and thereafter Lender is forted to remit the amount of that payment to' Borrower's trusters in bankruptcy or to any similar person under any federal. or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff; counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the: Borrower, the Guarantor,. or both. GUARANTOR'S 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.circurnstances, 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 td .the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law., Lender reserves a; fight of setoff in all Guarantor's accounts with Lender (whether checking; savings, or some other accountl., this includes all. accounts Guarantor holds, jointly with some e16 . e. and all accounts Guarantor may open in the future. However; this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law; Guarantor authorizes Lender; to the extent permitted by applicable. law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty; SUBORDINATION OF BORROWER`S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created., shall be superior: to arty claim that Guarantor may now have or hereafteracquire. against Borrower, whether or not Borrower becomes any claim Guarantor may have against Borrower, upon any account whatsoever, to any insolvent. Guarantor hereby expressly subordinates' claim that Lender may now or.hareafter have against Borrower. In the avent of insolvency and consequent liquidation ofthe assets,of Borrower, through bankruptcy; by an. assignment for the benefit of creditors, by voluntary Iitluidaton, or otherwise, the assets of Borrower applicable to " Lender to the.: Indebtedness.. payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by 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 shaft be effective only for the purpose of assuring to Lender foil payment in .legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or h--gafter evidencing any debts or obligations of Borrow, r to, Ouarantor shag be marked wit' segsod that the same are subject to this Guaran td shalt be delwered to Lender. Guarantor agrees, and Lender is hereby- authorized, in name of Guarantor, from time to time to file fina,.ang statements and cohtinuaiion statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights r COMMERCIAL GUARANTY Loan No: 3432250 (Continued) Page 3 under this Guaranty, MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this.Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Feas; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred. in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and. Guarantor shall pay the costs and expenses of stick enforcement. Costs and expenses include Lender's - attorneys' fees and legal expenses whether of .not there, ns. a fawsurt,. including attorneys' tees and legal expenses or bankruptcy proceedings lincluding efforts to modify or vacate any automatic sfal+,or Injunction)., appeals;, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and 'such additional fells as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for' con4'e."`ru"ence purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law: This Guaranty'will be governed by federal law applicable to Lender and, to the extent not preempted by federal. law, the laws of the.CommonwasiM of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has boon accepted by Lender in the Commonwealth of Pennsylvania. Intsyration. Guarantor further. agrees, that Piuatantor has read and fully understands the terms of this Guaranty.; Guarantor has had the opportun tyr to be advised by GuacarltoF,s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and Perot evidence is not' required. to interpret the. terms of this Guaranty. Guarantor hereby indemnifies and holds. Lender harmless from all losses, claims,. damages, and costs iinclud'rng Lender's Atorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of ttsis paragraph: interpretation. In, all cases where there is more than one Borrower or Guarantor; then all words used in this Guaranty in the singular shall be.deemed to have been used. in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the.words Bortower" and "Guarantor respectively shall mean all and' any one or more: of thertie The words "Guarantor," "Borrower," and "Lender" mclude the heirs; successors, assigns, and transferees of each 'of them.. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this' Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions. of this Guaranty even 'if a provision of this Guaranty may be. found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, on other agents acting or purporting to act on their behalf, and any indebtedness made or created in: reliance upon the professed exercise of such powers shall be guaranteed under this. Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except fo'r revocation. notices by Guarantor, shall be effective when actually, delivered, when' actually received by felefacscmile: (unless. otherwise required by law!, when deposited with a nationally recognized ovemight courier, or;: if marled; when deposited in the United States mail, as first. class certified or registered mail postage prepaid, directed to the addresses shown heat the beginning of this Guaranty. All revocation noUCes by Guarantor shall be in writing arid. shall be effective upon delivery to lender. as provided in the 'section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to. the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at ali times of Guarantor's current address. Unless otherwise. provided by applicable law, if there is more than one Guarantor, any notice given by Lender to. any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall clot be deemed to have, waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver' of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender; not any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rigFifs: or of any of Guarantor's obligations as to any future transactions, Whenever the consent of Lender is required under this Guaranty., the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required'and in all' cases such consent may be granted or withheld in the sole discretion of Lender: Successors and Assigns. The terms of this Guaranty shall be binding upon guarantor, and upon Guarantor'.s heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. 0010ITION6.: The following capitalized words and terms shall have the, following meanings when used in. this Guaranty.. Upless specifically: stated to the contrary, ail references to dollar amounts shall mean amounts in lawful money of'the- United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may retluire. Words and terms not otherwise defined in this Guaranty shalt have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The. word "Borrower" means Jeffrey D. Winand and includes ail co-signers and co-makers signing the Note and all their successors and assigns. GAAP. 'The word "GAAP" means generally accepted accounting principles. Guarantor.: The word "Guarantor" means, everyone signing this Guaranty, including without'limitatiori Terry A. Walton, and in each case, any signer's successors and assigns.. Guaranty: The word "Guaranty" mbans this guaranty from Guarantor to Lender: Indebtedness. This word "Indebtedness" means Borrower's.indebWdness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means COMMERCE BANKMARRISBURG N.A., its successors and assigns. Note. The word' 'Note' means and includes. without limrtabbri all of Borrower's promissory note's and/or credit agreements evidencing. Borrower's loan obfigatons in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents' moan all promissory notes, credit' agreements, loan 'agreements, environmental a,1rFxAmP_ntS'. nuaranties, security agreements;. mortgages,. deeds of trust, security deeds, collateral mortgages: all, other instruments, COMMERCIAL GUARANTY Page 4 Loan No; 3432250 (Continued) CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED,, CONFESS OR ENTER JUDGMENT AGAINST: GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING T© ANY COLLATERAL SECURING THE INDEBTEDNESS; TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL. BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICI JUDGMENT OR JUDGMENTS` ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS, GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT- THE.AUTHORITY- GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SW . L NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL. TIMES UNTIL PAYMENT IN FULL. OF' ALL AMOUNTS DUE UNDER THIS: GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO-GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS.. IN ADDITION. EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND.THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATK)N. OF GUARANTY!% NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SeTEMBER 14, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED:INSTRUMENT ACCORDING TO LAW. GUARANTO . }(. ?. (Seat) Terry A. Walxb J INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 )SS COUNTY OFFi,I1.' ) 0 ?t6. the day of 20 , before me-Re 6 6 { (A undersignW Not y Public, persortailyr appeared Terry A. Wekon, known to me for satisfactorily me is subscribed to' the within instrument and acknowledged that he or she execute the same for the provethe person whose, na d purposes therein contained.. in witness whereof. I hereunto set my hand and of iiclal seat. `. COMMONWEALTH OF PENNSYLVANIA NutarldlSed Notary Public in and for the, State of V F(ebacca So 001111K No y Pubic Srrafata Tv+E:: I)gt.?pFi1(bialty My Cwvrkslon Eo" Dec. 0; 2008 fwrKr ieWNona 4.. 1n7. ]m?. N Mpl.b M.nri/. COMMONWEALTH OF PENNSYLVANIA Nt?tr>7(af Seet PAbW= SaBtft Ndefy Pd.* My (, amiiaStorl E>?1lea DeC B; 219 Member. Penra*anla Assooistion of Notaries ?,c?Ibi+ Z ,,USINESS LOAN AGREEMENT area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. References in t=Z, Any item above containing has been omitted due to text length limitations. Borrower: Your Floral Connection, Inc (TIN: 25-1626628) Lender: CCOMMERCE OMMERCIAL DEPARTMENT 175 E Louther Street Carlisle, PA 17013 3801 PAXTON STREET HARRISBURG, PA 17111 (717) 975-5630 THIS BUSINESS LOAN AGREEMENT dated September 14, 2006, is made and executed between Your Floral Connection, Inc ("Borrower") and COMMERCE BANK/HARRISBURG N.A. ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or'other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warrantiss, and agreements as set forth In this Agreement; (e) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. TERM. This Agreement shall be effective as of September 14, 2006, and shall. continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. Loan Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests, 14) evidence of insurance as required below;. (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all inform and substance satisfactory to Lender and Lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the Commonwealth of Pennsylvania. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 175 E. Louther Street, Carlisle, PA 17013. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. Legal Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years. BUSINESS LOAN AGREEMENT Loan No: 3430195 (Continued) Page 2 Hazardous Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. 13) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage; disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section, of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: Notices of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. Financial Statements. Furnish Lender with the following: Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a professional accountant satisfactory to Lender. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. , Additional Information. Furnish such additional information and statements, as Lender may request from time to time. Insurance. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be Impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. Insurance Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and 16) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantors named below, on Lender's forms. and in the amounts and under the conditions set forth in those guaranties. Names of Guarantors Amounts Jeffrey D. Winand Unlimited Terry A. Walton Unlimited Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower an., any other party and notify Lender im-adiately in writing of any default in connection with v other such agreements. Loan Proceeds. Use all Loan proceeds : y for Borrower's business operations, unless spec. 311y consented to the contrary by Lender In 1 BUSINESS LOAN AGREEMENT Loan No: 3430195 (Continued) Page 3 writing. Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that; if unpaid, might become a lien or charge upon any of Borrower's properties, Income, or profits. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower. Compliance with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not isopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's Interest. Inspection. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. Compliance Certificates. Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (11 the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: Indebtedness and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts, except to Lender. Continuity of Operations. 11) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1988, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure. Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. Agreements. Borrower will not enter into any agreement containing any provisions which would be violated or breached by the • BUSINESS LOAN AGREEMENT Loan No: 3430195 (Continued) : Page 4 performance of Borrower's obligations under this Agreement or in connection herewith. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: IA) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent of becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts. or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Loan. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Environmental Default. Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed in connection with any Loan. Default In Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at tho time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or. insolvency laws by.or against Borrower, Defective Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self . -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment of performance of the Loan is impaired. Insecurity. Lender in good faith believes itself insecure. Right to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after receiving written notice from Lender demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen 115) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude Dursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. POST CLOSING COMPLIANCE. Borrower agrees to execute, re-execute, cause a Guarantor(s) or other third party(ies) involved in the loan transaction to execute and/or re-execute and to deliver to Lender or its legal counsel, as may be deemed appropriate, any document or instrument signed in connection with the Loan which was incorrectly drafted and/or signed, as well as any document or instrument which should have been signed at or prior to the closing of the Loan, but which was not so signed and deli-ered. Borrower agrees to comply with any written request by Lender within ten (10) da• fter receipt by Borrower of such request. Failure 9orrower to so comply shall, at the option of Lender, upon notice to Borrower, constitut , event of default under the Loan. BUSINESS LOAN AGREEMENT Loan No: 3430195 (Continued) Page 5 COMMITMENT LETTER COMPLIANCE. This loan is contingent upon Borrower's compliance with all of the terms and conditions in the commitment letter issued by Lender to Borrower on or about August 30, 2006. Upon breach of any term of condition therein Lender shall have the right to declare this loan in default and demand payment in full of the principal balance remaining unpaid, together with all interest, which shall have accrued thereon. COLLATERALIZED/CROSS DEFAULTED. This loan is Cross Collateralized/Cross Defaulted with other loans for Borrower. ANNUAL PAYOUT PERIOD. Borrower shall be required to reduce the outstanding principal balance under this Line of Credit to zero for a thirty (30) consecutive day period during each year of the Line of Credit. REQUIRED DEPOSIT ACCOUNT. Borrower shall be required to establish and maintain primary deposit account relationship with Commerce Bank. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings lincluding efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and,all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests, Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender In the Commonwealth of Pennsylvania. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall riot prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, 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. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile sunless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided by applicable law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable- as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. Successors and Assigns. All covenants and agreements by.or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, howeveri. have the right to assign Borrower's rights under this 'Agreement or any interest therein, without the prior written consent of Lender. Survival of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. BUSINESS LOAN AGREEMENT Loan No: 3430195 (Continued) Page 6 Time is of the Essence.*. Time is of the essence in the performance of this Agreement. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement. Agreement. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time. Borrower. The word "Borrower" means Your Floral Connection; Inc and includes all co-signers and co-makes signing the Note and all their successors and assigns. Collateral. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, at seq. I"CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 1"SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, at seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, at seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. Lender. The word "Lender" means COMMERCE BANK/HARRISBURG N.A., its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. Note. The word "Note" means the Note executed by Your Floral Connection, Inc in the principal amount of $25,000.00 dated September 14, 2006, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens. The words "Permitted Liens" mean (11 liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet, due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention cc-itract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BUSINESS LOAN-AGREEMENT Loan No: 3430195 (Continued) Page 7 BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED SEPTEMBER 14, 2006. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: YOUR FLORAL CONNECTION, INC BY iSeal) Je of Your Floral n on, Inc LENDER: COMMERCE BANK /H RRISBURG N.A. By: (Seal) A orizsd Signer IAWK "O Le "p, V- 5 2L Ip.= Cep), NerhwE R1peaM SeYllen,, Me. 1R], 20D6. AN fthY P.-t • PA fk1WINAM W W*W^U-LIC4AFC 711.21173 Psi. II Ex?,?b;f S COM Me eBlw* March 13, 2009 Your Floral Connection; Inc. 5256 E. Trindle Road Mechanicsburg, Pa 17050 Jeffrey D. Wina id 2407 Valley Road Harrisburg, Pa 17104 Terry A. Walton 24017 Valley Road FIarrisburg, Pa 17104 CERTIFIED MAIL. REGULAR It+ AIL In Re: Loan # 3430195 Promissory Note.for:$25,000 dated September 14, 2006 Dear Mr. Wina nd and Mr, Walton: You are- presently in default of-the Promissory Note as a. result of your failure to make the monthly payments of principal and interest on Loans # 34.321'50 &-34322,50 and the presence. of delinquent takes.. Pursuant to the terms set forth in: the Promissory Note, the Flank hereby:. 1. Declares Borrower is in default; 2. Notifies Borraower that to cure the dofault, Borrower must cure the defaults on Loans # 3432150 & 3432250 on or before SATURDAY, MARCI1 z8`h, 2009; . 3. Noti#%es Borrower that if the Borrower fails to cure the defaults on :Loans.# 3432150 & 3432250 .on or before SATURDAY, MARCH 281fh, 2009, then the entife ainuulitowed, byBortowerto Bank o n aecount of the Loao may become due and payable in:NI on SUNDAY, MARCH 29th, 2009; and 4. Notifies: Borrower that if the Borrower fails to cure: the defaults on Loans # 3432150 & 3432250 on or before SATURDAY, 11MAirC14 181", 2009, then on SUNDAY.,. MARCH 29.th; 20.69, the take legal actaonto collect theamouns owed on the Batik may Loan which may include but not. be. limited to an action in Mortgage Foreclosure. 5. Notifies the Borrower that all deliopent,taxes dust be ptid on or before SATCTRDAY, NIARCIi 28 , 2049. CoMrY Oto 0601 Harrisburg PO Box 4999 38bi Paxton Street Harrisburg, PA-17111.0999 caritina[cepc.cairt: As of the elate of this letter; the following amou. nts are owed on the Loan: Principal $ 1.6,648.31 Interest $ 59.20 Total $ 16,707.57 In addi:tibn to the sutn of $16,707.57, the principal balance of $ 16;648.3.7 is accruing interest at the per diem rate of $197. In the event that the Bank must start legal action, Borrower will be responsible for all legal fees and costs incurred by the Bank. Very truly yours, COMMERCE BANK%HAR:RI$BURG$ N.A. 7? Eric N. Fischer Commercial Lender cc: File FXti;d;+ K COMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "• - " has been omitted due to text length limitations. Borrower: Your Floral Connection, Inc (TIN: 25-1626628) Lender: COMMERCE BANKIHARRISBURG N.A. 175 E Louther Street COMMERCIAL BUSINESS DEPARTMENT Carlisle, PA 17013 3801 PAXTON STREET HARRISBURG, PA 17111 1717) 975-5630 Guarantor: Jeffrey D. Winand (SSN: 181-50-10741 175 E Louther Street Carlisle, PA 17013 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection apreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE .A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars 150.001, prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars (50.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time. (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (e) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness: extensions may be repeated and may be for longer than the original loan term; IC) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to.perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lendei may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including COMMERCIAL GUARANTY Loan No: 3430195 (Continued) Page 2 without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to 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; SCI Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts., events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; IC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of IA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; ,(C) any disability or other defense of Borrower, of 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 right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; M any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. It any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that tender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, though bankruptcy, by an assignment for the benefit of creditors, tsy 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. 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. It Gender so r-quests, any notes or credit agreements now or he ter evidencing any debts or obligations of Borrower to Guarantor shall be marked with lend that the same are subject to this Guaranty shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in th,...ame of Guarantor, from time to time to file financing statements and continuation statements COMMERCIAL GUARANTY Page 3 Loan No: 3430199 (Continued) and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course 'of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used. in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Your Floral Connection, Inc and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The Word 'GAAP"means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Jeffrey D. Winand, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means COMMERCE BANK/HARRISBURG N.A., its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental COMMERCIAL GUARANTY Loan No: 3430195 (Continued) Page 4 agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR'GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 14, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X (Seal) Je ey nand COMMONWEALTH OF PENNSYLVANIA INDIVIDUAL ACKNOWLEDGMENT )SS COUNTY OF (Q h i ?'l 1 r , 0 11i this, the 7 t?+? day of n 0 YY? ,, a 20 C) the undersigned N diary Public, personally appeared Jeffrey proven) to be the person whose name is subscribed to the within instrument, and acknowledged purposes therein contained. before me bec« -fl - D. Winand, known to me (or satisfactorily that he or she executed the same for the In witness whereof, i hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA -? Notarial Seal /I Rebacce Seadtrbl, Notary PLM Notary Public in and for the State of y q1) Swatara Twp., Dauphlrt Co xily My Com "W Expires Des. 6, 2008 Member. Pennsylvania Aasodatbn of Notaries "SEA PRO t-y. V" 537 t0003 Ce Nrt,,,(Fl, 6- -x„ NISI. 3OOE M ftk, Awn . PA N1WIN,J"S,t?WtNKttll?llE7A EC TN-31133 M-IS Fxb?b-f L Y COMMERCIAL GUARANTY I References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "' •*' has been omitted due to text length limitations. Borrower: Your Floral Connection, Inc (TIN: 25-16266281 Lender: COMMERCE BANK/HARRISBURG N.A. 175 E Louther Street COMMERCIAL BUSINESS DEPARTMENT Carlisle, PA 17013 3801 PAXTON STREET HARRISBURG, PA 17111 (717) 975-5630 Guarantor: Terry A. Walton ISSN: 523-04-43231 175 E Louther Street Carlisle, PA 17013 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any interest rate protection apreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by, their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN. OPEN AND CONTINUING BASIS. _ ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the.liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with 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 a • COMMERCIAL GUARANTY Loan No: 3430195 (Continued) Page 2 without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES.- Guarantor represents and warrants to Lender that (Al no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and W) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of 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 right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor; or both. GUARANTOR'S 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 is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. 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 sc -quests, any notes or credit agreements now or hr 'ter evidencing any debts or obligations of At rrnwnr to Guarantor shall be marked with gend that the same are subject to this Guaranty J shall be delivered to Lender. Guarantor -A rnminuatinn statements COMMERCIAL GUARANTY Loan No: 3430195 (Continued) Page 3 and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys` fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and.any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be ¢overned by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Your Floral Connection, Inc and includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Terry A. Walton, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means COMMERCE BANK/HARRISBURG N.A., its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental y ? s Loan No: 3430195 COMMERCIAL GUARANTY (Continued) Page 4 agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 14, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X r f u (Seal) o? Terry A. Walt INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 r ) SS ) COUNTY OF .1 X2? ,A ?0?q ?this, the ( day of +-Q mb Q, 20G (0 before f S+ the undersigned Notary Public, personally appeared Terry A. Walton, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA '' 11 Notarial Seal Notary Public in and for the State of `Q V 1 Rebecca Seechrlet, Notary Public Swatars Twp., DMrpttirt Courtly My Communion Expires Der- 6, 2008 Member. PennorAvanla Association of Notaries -CA-SEA P V. 6 ]t. 10007 Cq . MrWld iwr,<iY 6M 1N..,- h- 1597. 2000 M "j, P_w PA ": Iw%kAPn%t~wicn%tSL*10 rc 711-211" %419 !" ~ Steven J. Schiffman, Esq. Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffman(&?ssbc-law.com ipil gr?, im(&,ssbc-law.com COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Plaintiff V. : NO. 0 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON : CIVIL ACTION -LAW Defendants CERTIFICATION I hereby certify the precise last known addresses of the parties are as follows: Defendants: Jeffrey D. Winand 175 E. Louther Street Carlisle, PA 17013 Your Floral Connection, Inc. 175 E. Louther Street Carlisle, PA 17013 Terry A. Walton 175 E. Louther Street Carlisle, PA 17013 ti Awl- Plaintiff: Commerce Bank / Harrisburg, formerly Commerce Bank/Harrisburg, N.A. 3801 Paxton Street Harrisburg, Pennsylvania 17111 Respectfully submitted, SERRATELLI, SCHIFFMAN, BROWN & CALHOON P. C. Date: April 24, 2009 By Ate en J. Schif , Esquire em S. Pilgrim, squire Pa. ID Nos. 25 88 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. ?) 1- d 3-?'S' CIVIL ACTION - LAW NOTICE PURSUANT TO 42 Pa.C.S. & 2737.1 Please take notice that the plaintiff in this matter has entered judgment by confession against you in the amount of $549,285.28. You are entitled to a petition to "strike" or "open" the judgment. In order to do so, you must promptly file a petition with the Court of Common Pleas of Cumberland County, Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. Any such petition can be filed with the clerk or Prothonotary at the courthouse in Carlisle, Cumberland County. A petition is a formal statement of your basis for challenging the judgment. You must include the names of the parties at the top of the first page and the case number, which is shown above. The petition must state your reasons for challenging the judgment in separate numbered paragraphs. You have to sign the petition and include a sworn statement at the end of the document verifying that the facts you state in the petition are true and accurate. You will waive any defense and objections not included in your petition to strike or open. You must therefore make every effort to raise all possible issues and defenses in your petition to strike or open in order to avoid waiving any claims. If you elect to file a petition, you must meet the requirements of Rule 2959 of the Rules of Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to comply with local rules of procedure in effect in the county where the judgment was entered. If you do not file a petition challenging the judgment, the Plaintiff may take steps to collect on the judgment by asking the Sheriff to seize your assets. Accordingly, you should immediately seek the advice of attorney. If you wish to discuss the matter with an attorney but do not know how to find one, you may request a referral by contacting the following agency: COMMERCE BANK/HARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., V. Plaintiff JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 1-800-990-9108 717-249-3166 Corporations may be unable to represent themselves in court. If the defendants include a corporation, the corporation must appear through an attorney if it intends to challenge the judgment. You may receive other papers and notices regarding the judgment. Those other papers do not negate or override this Notice. Likewise, this Notice is not intended to and does not negate any of the notices or information obtained in other papers that may be served upon you. We reiterate that you are required to act promptly if you wish to seek relief from the judgment. Under certain circumstances, you have only 30 days in which to file a petition after papers are served on you. Even if the 30 day rule does not apply, you must act promptly in order to protect your interests. Failing to act in a timely manner will render you unable to challenge the judgment at a later time. If you were incorrectly identified and judgment was entered against you in error you may be entitled to collect cost and reasonable attorney's fees as determined by the Court. By: Esquire Jeni S. Pilg f9536 Pa. ID No 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 Counsel for Commerce Bank Rule 2959. Striking off or Opening Judgment. Pleadings. Procedure. (a)(1) Relief from judgment by confession shall be sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open judgment must be asserted in a single petition. The petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred or in any other county in which the sheriff received a writ of execution directed to the sheriff to enforce the judgment. (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only (i) in support of a further request for a stay of execution where the court has not stayed execution despite the timely filing of a petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Rule 2958.3 or Rule 2973.3 (3) If written notice is served upon the petitioner pursuant to Rule 2956.1(c)(2) or Rule 2973.1(c), the petition shall be filed within thirty days after such service. Unless the defendant can demonstrate that there were compelling reasons for the delay, a petition not timely filed shall be denied. (b) If the petition states prima facie grounds for relief the court shall issue a rule to show cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on or before the return day of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defense and objections which are not in the petition or answer. (d) The petition and rule to show cause and the answer shall be served as provided in Rule 440. (e) The court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending deposition of the application to strike off the judgment. If the evidence is produced which in a jury trial would require the issues to be submitted to the jury the court shall open the judgment. (f) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike off or open the judgment are pending. (g)(1) A judgment shall not be stricken or opened because of a creditor's failure to provide a debtor with instructions imposed by an existing statute, if any, regarding procedures to follow to strike a judgment or regarding any rights available to an incorrectly identified debtor. (2) Subdivision (g)(1) shall apply to (1) judgments entered prior to the effective date of subdivision (g) which have not been stricken or opened as of the effective date and (2) judgments entered on or after the effective date. .0 THE t t_V t1 THE f . _ - ". _ `, R 2009 APR 24 Al"1 u: 33 Paz K) ? ?P!# ?7 a claaa- s COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Plaintiff V. : NO.J% JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON : CIVIL ACTION -LAW Defendants TO: Jeffrey D. Winand 175 E. Louther Street Carlisle, PA 17013 Your Floral Connection, Inc. 175 E. Louther Street Carlisle, PA 17013 Terry A. Walton 175 E. Louther Street Carlisle, PA 17013 NOTICE Pursuant to Pa.R.C.P. 236, you are hereby notified that judgment by confession has been entered against you in the above-captioned matter. Date: April 24, 2009 Prothonotary O/ r.w F;L Steven J. Schiffman, Esq. -r^Y Jeni S. Pilgrim, Esq. t? 7 PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. > =" 2080 Linglestown Road, Suite 201 r f' Harrisburg, PA 17110-9670 (717) 540-9170 sschiffinangssbc-law.com jpil rg imassbc-law.com COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Plaintiff V. NO. 2009-2568 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON CIVIL ACTION -LAW Defendants AMr, IvUe--?) CONFESSION OF JUDGMENT FOR MONEY Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, I appear for DEFENDANTS and confess judgment in favor of the Plaintiff and against the Defendants as follows: DEFENDANT, JEFFREY D. WINAND Note 1 (Borrower) Principal Balance: $237,775.14 Interest through 4/22/09: $6,006.56 Late Fees: $2,080.08 Prepayment Penalty: $7,133.25 Attorneys' Fees (10%0 of principal balance and interest, as authorized by the Note): $25,299.50 Total (as of 4/22/09) $278,294.53 Note 2 (Borrower) Principal Balance: $214,988.00 Interest through 4/22/09: $5,429.52 Late Fees: $1,871.10 Prepayment Penalty $6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $22,873.89 Total (as of 4/22/09) $251,612.17 Note 3 (Guarantor) Principal Balance: $16,648.37 Interest through 4/22/09: $131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total (as of 4/22/09) $19,378.58 Total Amount of Judgment against DEFENDANT JEFFREY D. WINAND Principal Balance: $469,411.51 Interest through 4/22/09 $11,567.77 Late Fees: $4,788.01 Prepayment Penalties $13,582.91 Attorneys' Fees (10% of principal balance and interest, as authorized by the Notes/Guranties): $49,935.08 Total (as of 4/22/09) $549,285.28 DEFENDANT, YOUR FLORAL CONNECTION, INC. Note 1 (Guarantor) Principal Balance: Interest through 4/22/09: Late Fees: Prepayment Penalty: Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $237,775.14 $6,006:56 $2,080.08 $7,133.25 $25,299.50 Total (as of 4/22/09) $278,294.53 Note 2 (Guarantor) Principal Balance: $214,988.00 Interest through 4/22/09: $5,429.52 Late Fees: $1,871.10 Prepayment Penalty $6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $22,873.89 Total (as of 4/22/09) $251,612.17 Note 3 (Borrower) Principal Balance: $16,648.37 Interest through 4/22/09: .$131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total (as of 4/22/09) $19,378.58 Total Amount of Judgment against DEFENDANT YOUR FLORAL CONNECTION, INC. Principal Balance: $469,411.51 Interest through 4/22/09 $11,567.77 Late Fees: $4,788.01 Prepayment Penalties $13,582.91 Attorneys' Fees (10% of principal balance and interest, as authorized by the Notes/Guranties): $49,935.08 Total (as of 4/22/09) $549,285.28 DEFENDANT TERRY A. WALTON Note 1 (Guarantor) Principal Balance: $237,775.14 Interest through 4/22/09: $6,006.56 Late Fees: $2,080.08 Prepayment Penalty: $7,133.25 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $25,299.50 Total (as of 4/22/09) $278,294.53 Note 2 (Guarantor) Principal Balance: $214,988.00 Interest through 4/22/09: $5,429.52 Late Fees: $1,871.10 Prepayment Penalty $6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $22,873.89 Total (as of 4/22/09) $251,612.17 Note 3 (Guarantor) Principal Balance: $16,648.37 Interest through 4/22/09: $131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total (as of 4/22/09) $19,378.58 Total Amount of Judgment against DEFENDANT TERRY A. WALTON Principal Balance: $469,411.51 Interest through 4/22/09 $11,567.77 Late Fees: $4,788.01 Prepayment Penalties $13,582.91 Attorneys' Fees (10% of principal balance and interest, as authorized by the Notes/Guranties): $49,935.08 Total (as of 4/22/09) $549,285.28 Respectfully submitted, SERRATELLI, SCHIFFMAN, BROWN & CALHOON P. C. Date: April 27, 2009 By Steven J. Sc ' an, Esquire Jeni S. Pil gigA, Esquire Pa. ID Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 ox Steven J. Schiffman, Esq. Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffinangssbc-law.com jail rim(gssbc-law.com COMMERCE BANK/HARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., Plaintiff V. JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON Defendants F;C It 2 Pi >I 2 ' IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 2009-2568 CIVIL ACTION - LAW AMr, IvDe--?) CONFESSION OF JUDGMENT FOR MONEY Pursuant to the authority contained in the warrant of attorney, a copy of which is attached to the Complaint filed in this action, I appear for DEFENDANTS and confess judgment in favor of the Plaintiff and against the Defendants as follows: DEFENDANT, JEFFREY D. WINAND Note 1 (Borrower) Principal Balance: $237,775.14 Interest through 4/22/09: $6,006.56 Late Fees: $2,080.08 Prepayment Penalty: $7,133.25 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $25,299.50 Total (as of 4/22/09) $278,294.53 t Note 2 (Borrower) Principal Balance: $214,988.00 Interest through 4/22/09: $5,429.52 Late Fees: $1,871.10 Prepayment Penalty $6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $22,873.89 Total (as of 4/22/09) $251,612.17 Note 3 (Guarantor) Principal Balance: $16,648.37 Interest through 4/22/09: $131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total (as of 4/22/09) $19,378.58 Total Amount of Judgment against DEFENDANT JEFFREY D. WINAND Principal Balance: $469,411.51 Interest through 4/22/09 $11,567.77 Late Fees: $4,788.01 Prepayment Penalties $13,582.91 Attorneys' Fees (10% of principal balance and interest, as authorized by the Notes/Guranties): $49,935.08 Total (as of 4/22/09) $549,285.28 DEFENDANT, YOUR FLORAL CONNECTION, INC. Note 1 (Guarantor) Principal Balance: Interest through 4/22/09: Late Fees: Prepayment Penalty: Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $237,775.14 $6,006.56 $2,080.08 $7,133.25 $25,299.50 Total (as of 4/22/09) $278,294.53 Note 2 (Guarantor) Principal Balance: $214,988.00 Interest through 4/22/09: $5,429.52 Late Fees: $1,871.10 Prepayment Penalty $6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $22,873.89 Total (as of 4/22/09) $251,612.17 Note 3 (Borrower) Principal Balance: $16,648.37 Interest through 4/22/09: $131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total (as of 4/22/09) $19,378.58 lft. Total Amount of Judgment against DEFENDANT FLORAL CONNECTION, INC. YOUR Principal Balance: Interest through 4/22/09 Late Fees: Prepayment Penalties Attorneys' Fees (10% of principal balance and interest, as authorized by the Notes/Guranties): Total (as of 4/22/09) DEFENDANT TERRY A. WALTON Note 1 (Guarantor) Principal Balance. Interest through 4/22/09: Late Fees: Prepayment Penalty: Attorneys' Fees (10% of principal balance and interest, as authorized by the Note).. Total (as of 4/22/09) Note 2 (Guarantor) Principal Balance: Interest through 4/22/09: Late Fees: Prepayment Penalty Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): Total (as of 4/22/09) $469,411.51 $11,567.77 $4,788.01 $13,582.91 $49,935.08 $549,285.28 $237,775.14 $6,006.56 $2,080.08 $7,133.25 $25,299.50 $278,294.53 $214,988.00 $5,429.52 $1,871.10 $6,449.66 $22,873.89 $251,612.17 , • Note 3 (Guarantor) Principal Balance: $16,648.37 Interest through 4/22/09: $131.69 Late Fees: $836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $1,761.69 Total (as of 4/22/09) $19,378.58 Total Amount of Judgment against DEFENDANT TERRY A. WALTON Principal Balance: $469,411.51 Interest through 4/22/09 $11,567.77 Late Fees: $4,788.01 Prepayment Penalties $13,582.91 Attorneys' Fees (10% of principal balance and interest, as authorized by the Notes/Guranties): $49,935.08 Total (as of 4/22/09) $549,285.28 Respectfully submitted, SERRATELLI, SCHIFFMAN, BROWN & CALHOON P. C. Date: April 27, 2009 By /Jeni ven J. Sc an, Esquire S. Pil , Esquire Pa. ID Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 2C 03 AF 27 : 2.1 LIDS 41??'... ,; ?.? ??. Sheriffs Office of Cumberland County R Thomas Kline °?atr of c'umbp?.1#4# Edward L Schorpp Sheri Solicitor Ronny R Anderson Jody S Smith Chief Deputy OFF CE OF rHr $4ERIFF Civil Process Sergeant SHERIFF'S RETURN OF SERVICE 04/30/2009 11:59 AM - Ron Kerr, Deputy Sheriff, who being duly sworn according to law, states that on April 30, 2009 at 1159 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Jeffrey D. Winand, by making known unto himself personally, defendant served at The Sheriffs Office 1 Courthouse Square, Room 303 Carlisle, Cumberland County, Pennsylvania 17013 its contents and at the same time handing to him personally the said true and correct copy of the same. 04/30/2009 Ron Kerr, Deputy Sheriff, who being duly sworn according to law, states that on April 30, 2009 at 1159 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Your Floral Connection, Inc., by making known unto Jeffrey D. Winand, defendant served at The Sheriffs Office 1 Courthouse Square, Room 303 Carlisle, Cumberland County, Pennsylvania 17013 its contents and at the same time handing to him personally the said true and correct copy of the same. 05/04/2009 03:33 PM - Brian Barrick, Deputy Sheriff, who being duly sworn according to law, states that on May 4, 2009 at 1533 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Terry A. Walton, by making known unto Terry A. Walton personally, at One Courthouse Square, Room 303, Carlisle, Cumberland County, Pennsylvania, 17013 its contents and at the same time handing to him personally the said true and correct copy of the same. SHERIFF COST: $60.00 May 05, 2009 Docket N. 2009-2568 Commerce Bank v Terry Walton SO ANSWERS, R THOMAS KLINE, SHERIFF pn kav?- Deputy Sherif Deputy Sheriff r r, i?z r? Steven J. Schiffman, Esq. Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffinan a,ssbc-law.com jpil rim @,ssbc-law.com COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Plaintiff V. NO. 2009-2568 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON CIVIL ACTION -LAW Defendants AFFIDAVIT OF SERVICE I, Jeni S. Pilgrim, Esquire, attorney for the Plaintiff in the above-captioned matter, hereby certify that I served the attached Notice Under Rule 2958.1 of Judgment and Execution Thereon to Defendants Jeffrey D. Winand and Terry D. Walton by certified mail on June 16, 2009 and to Defendant Your Floral Connection, Inc. by certified mail June 23, 2009, as evidenced by the attached certified mail return receipts. Date: June 25, 2009 eni S. Pilgri , Esquire Attorney fo laintiff June 12, 2009 Via Certified Mail, Restricted Delivery, R.R. Your Floral Connection, Inc. 2407 Valley Road Harrisburg, PA 17104 RE: Commerce Bank v. Jeffrey Winand, Your Floral Connection, Inc., and Terry A. Walton Dear Sir or Madam: JENI S. PILGRIM Enclosed herewith please find a Notice Under Rule 2958.1 of (717) 635-2920 Judgment and Execution Thereon. FAX: (717) 635-2950 Please be guided accordingly. jpiIgrim@ssbc-Iaw.com Sincerely, SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. ?(?-/1 J /Jeni S. Pilgri JSP/ Enclosure SUITE 201 2080 LINGLESTOWN ROAD HARRISBURG, PA 17110-9670 (717) 540-9170 FAX(717)540-5481 -4W ¦ Complete items 1, 2, and 3. Aiso complete item 4 if Restricted Delivery is desired. ¦ Print your name and address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailpiec% or on the front if sDace rk rrniro --,.?Uftssecr to: L - L ct ?,p t ('A (VC L{ L? ?r l In Via. C3 rEn ess Mall yu+etum Reoelpt for MerdUMlse ? C-nn 2. Article Number _ ---- -"... Y, tu'++ rw) IEFYes mransterfrom sE7008 0150 0002 2957 5704 "• PS Form 3811, February 2004 Domestic Return Receipt , tazsas-oz•nn-tsao S. Postal tService U . .- ¦ ? D ,. Provided) C3 r In Er postage $ fll Certified Fee postmark rl l O (Endo Return Required) Here C3 Restricted Delivery Fee (Endorsement Required) C3 tPl $ & Fees e sta g Total Po t o 1 \ ? ! 4 U1 ? ?. -.... ro _ ` V1J? ..._ ^^ -- C:3 o`rreet Apt. o.: UU IV N --- -- ___- [?- _ ^-- o. or PO Box r -------.---- _ _ A ._ _._ , f l?l l c J 4 J G- June 12, 2009 Via Certified Mail, Restricted Delivery, R.R.R Jeffrey D. Winand 2407 Valley Road Harrisburg, PA 17104 RE: Commerce Bank v. Jeffrey Winand, Your Floral Connection, Inc., and Terry A. Walton JENI S. PILGRIM Dear Mr. Winand: (717) 635-2920 Enclosed herewith please find a Notice Under Rule 2958.1 of Judgment and Execution Thereon. FAX: (717) 635-2950 Please be guided accordingly. jpiIgrim@ssbc-Iaw.com ...................... JSP/ Enclosure SUITE 201 2080 LINGLESTOWN ROAD HARRISBURG, PA 17110-9670 (717) 540-9170 FAX (717) 540-5481 Sincerely, SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. Je ?.Pilgrf? Postal CERTIFIED MAIL, i RECEIPT e•' hfa?l Only; No insurance Coverage provided) Ln Er Postage $ R1 Certified Fee ru Cl Return Receipt Fee Postmark O (Endorsement Required) Here M RestZed Delivery Fee C3 (Endorsement Required) Lri r-a Total Postage & Fees C3 N or PO Box No. ( ?JIAi lil .1- f??l)Cf lJI . ¦ Complete items 1, 2, and 3. Also complete Item 4 If ktestricted Delivery is desired. ¦ Print your name and address on the reverse so Shat we can return the card to you. ¦ Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: 0 n C Is delivery address different from Item 1 T PFWes If YES, enter delivery address below: ?!No r+4IA10'd?ur&, 3. Service Type ,WCertifled Mail ? Mail ? Registered Return Receipt for Merchandise ? Insured mail ? C.O.D. 4. Restricted Delivery' Pit Fee) &Yes 2. Article Number (rransferfrom swv 7008 0150 0002 2957 5698 PS Form 3811, February 2004 Domestic Return Receipt 102595.0244-1540 DURABLE POWER OF ATTORN -Y NOTICE Tf IL PURPOSE of this Power of attorney is to give the person you desig late (your "agent") broad powers to handle your property, which may include powers to sell )t otherwise dispose of any -real or personal property without advance; notice to you or approva. by you. This Power of Attorney does not irripose a duty on your agent to exercise f ranted powers, but when powers are exercised, your agent must use due care to act for you benefit and in accordance with this Power of Attorney. Your agenr may exercise the powers given here ihroughout your lifetime, e yen after you become incapacitated, unless you expressly'dinit tire duration of these powers or yi u revoke these powers of a court acting on your behalf terminates your agent's authority. Your agent- must keep your Funds separate from your agent's funds. A coart can take away the powers of your agent 'f it finds your. agent is not acting properly. The powers and duties of an agent under a Power of Attorney are expiaine f more fullI in 20 Pa.C.S.Ch.JC. If there is anything about this form that you do not undetstand, you shoulc ask a lawyer of your own choosing to explain it to you. I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE X ,4D I UNDERSTAND ITS CONTENTS. /?..I DATED: n!- JEFF INAND AC W- L, EEE !IN I I, TERRY A. VWALTON. have read the attached power of attorney and am the p, rson identified as the "agent" for the principal. I hemby acknowledge that in the absence of a specific provision to the contrary in The Power of.Attclrney or in 20 Pa.C.S, where. I act as aber t: 1. shall exercise the powers for the benefit of the principal. f shall keep the assets of the principal separate frorn my ass :ts. I shall exercise reasonable caudon and prudence. I shall keep a full and-Accurate record of all actions, receipts and DATED: Y A. WALTON 6 ? (I June 12, 2009 Via Certified Mail, Restricted Delivery, R.R.R Terry A. Walton 2407 Valley Road Harrisburg, PA 17104 RE. Commerce Bank v. Jeffrey Winand, Your Floral Connection, Inc., and Terry A. Walton )ENI S. PILGRIM Dear Mr. Walton: (717) 635-2920 Enclosed herewith please find a Notice Under Rule 2958.1 of Judgment and Execution Thereon. FAX: (717) 635-2950 Please be guided accordingly. jpilgrim©ssbc-law.com Sincerely, SERRATELLI, SCHIFFMAN, BROWN & CALHOON, P.C. ...................... Je- 'S.Pilgri JSP/ Enclosure SUITE 201 2080 LINGLESTOWN ROAD HARRISBURG, PA 17110-9670 (717) 540-9170 FAX (717) 540-5481 ...................... ¦ Complete items 1, 2, and 3. Also complete Item 4 If Restricted Delivery is desired. ¦ Print your name and.address on the reverse so that we can return the card to you. ¦ Attach this card to the back of the mailplece or on the front if space permits. 1. Article Addressed to: ? Agent n. rteceiveo oy ) Date o Delly D. Is delivery address different from item 17 9 Y. If YES, enter delivery address below: No 3 STice Type Certified Mail 13 9press Mail ? Registered O Return Receipt for Merchandise ? Insured Mail ? C.O.D. 4. Restricted Delivery? (Extra Fee) 01yes 2. Article Number (rranster from service 7008 0150 0002 2957 5 612 PS Form 3811, February 2004 Domestic Return Receipt , 102595.024A-1540 e Postal CERTIFIED MAIL i RECEIPT rU (Domestic Only; No insurance Coverage Provided) ra ..0 . III Owma M- Ln 171- C I A L TS E `" a cr Postage ru Certified Fee IL Postmark O Return Receipt Fee Here C3 (Endorsement Required) t3 Restricted Delivery Fee C3 (Endorsement Required) rr1 ra Total Postage & Fees E CO tT- s`treer AvL730 V. ......+ w rao sox Mo..??? ............ d COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Plaintiff V. NO. 2009-2568 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON CIVIL ACTION -LAW Defendants Notice Under Rule 2958.1 of Judgment and Execution Thereon CONFESSED JUDGMENT To: Jeffrey D. Winand 175 E. Louther Street Carlisle, PA 17013 Your Floral Connection, Inc. 175 E. Louther Street Carlisle, PA 17013 Terry A. Walton 175 E. Louther Street Carlisle, PA 17013 A judgment in the amount of $549,285.28 has been entered against you and in favor of the Plaintiff without prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The Sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this Notice is served on you. You may have legal rights to defeat the judgment or prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DON'T HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 1-800-990-9108 717-249-3166 I D--OVt [,.:;E OF THE PROTHIC"NOTARY` 2009 JUN 26 Pl i 1: 0 4 i SHERIFF S OFFICE OF CUMBERLAND COUNTY (' ,fir r f ~~~~~ i I ~r- Ronny RAnderson „- : F ` s r Sheriff ~ v~ ai'~u~6cr ~ Jody S Smith ,~°" ,. ~~'A t~~~.~;,,`~ ~ ~i l„ i :i 1 Chief Deputy ~' ., Richard W Stewart ~ .t o~~~ `, -, } :,~;~q;y' Solicitor ', ~E o~ Tie s~~IFF ~ , Commerce Bank Harrisburg ( Case Number vs. j 2009-2568 Terry A. Walton (et al.) ~ HERIFF'S RETURN OF SERVICE 03/09/2010 Ronny R. Anderson ,Sheriff who being duly sworn according to law, states that he made a diligent search and inquiry for the withi named defendant to wit: Jeffrey D. Winand, but was unable to locate him in his bailiwick. He therefore eputized the Sheriff of Dauphin County, Pennsylvania to serve the within Real Estate Writ, Notice of S le and Description according to law. 03/09/2010 Ronny R. Anderson ,S eriff who being duly sworn according to law, states that he made a diligent search and inquiry for the withi named defendant to wit: Terry A. Walton, but was unable to locate him in his bailiwick. He therefore eputized the Sheriff of Dauphin County, Pennsylvania to serve the within Real Estate Writ, Notice of S le and Description according to law. 03/09/2010 Ronny R. Anderson ,S eriff who being duly sworn according to law, states that he made a diligent search and inquiry for the withi named defendant to wit: Your Floral Connection, but was unable to locate it in hi; bailiwick. He therefore eputized the Sheriff of Dauphin County, Pennsylvania to serve the within Real Estate Writ, Notice of S le and Description according to law. 03/30/2010 09:04 PM -Michael Ba rick, Deputy Sheriff, who being duly sworn according to law, states that on 3/3/10 at 2104 hours, he post a true copy of the within Real Estate Writ, Notice, Poster and Description, in the above entitled action, u on the property of Terry A. Walton, Your Floral Connection, Inc and Jeffrey D. Winand, located at, 17 Wast Louther Street, Carlisle, Cumberland County, Pennsylvania according to law. 04/28/2010 Dauphin County Retur and now the, 22nd day of April 2010, at 1510 hrs served the within Real Estate Writ, Notice of Sale an Description upon Terry Walton, the defendant, by making known unto Terry Walton, personally, at, he Dauphin County Sheriffs Office, Dauphin County Courthouse, 101 Market St, Rm 104, Harrisburg,Pe nsylvania its contents and at the same time handing to him a true and correct copy of the same. So A savers: N. Miller, Deputy Sheriff of Dauphin, County, Pennsylvania 04/28/2010 Dauphin County Retur and now the, 22nd day of April 2010, at 1510 hrs served the within Real Estate Writ, Notice of Sale an Description upon Your Floral Connection, the defendant, by making known unto Terry Walton, at, the D uphin County Sheriffs Office, Dauphin County Courthouse, 101 Market St, Rm 104, Harrisburg,Penns fvania its contents and at the same time handing to him a true and correct copy of the same. So A savers: N. Miller, Deputy Sheriff of Dauphin, County, Pennsylvania 04/28/2010 Dauphin County Retur and now the, 22nd day of April 2010, at 1510 hrs served the within Real Estate Writ, Notice of Sale an Description upon Jeffrey D. Winand, the defendant, by making known unto Terry Walton, at, the Dauphi County Sheriffs Office, Dauphin County Courthouse, 101 Market St, Rm 104, Harrisburg,Pennsylvani its contents and at the same time handing to him a true and correct copy of the same. So A savers: N. Miller, Deputy Sheriff of Dauphin, County, Pennsylvania 06/03/2010 Ronny R. Anderson, S eriff, who being duly sworn according to law, states that after due and legal notice had been given accordi g to law, he exposed the within described premises at public venue or outcry at the Courthouse, Carlisl ,Cumberland County, Pennsylvania on June 2, 2010 at 10:00 o'clock A.M. He sold the same for the s m of $1.00 to Attorney Jeni S. Pilgrim, on behalf of Metro Bank, 3801 Paxton Street, Harrisburg, PA 7111, being the buyer in this execution, paid to Sheriff Ronny R. Anderson, the sum of $ 784.96 (c) CountySuite Shenff. Teleosoft, Inc. SHERIFF COST: $784.96 ~ SO ANSWERS, X June 30, 2010 RON R ANDERSON, SHERIFF ~.~ ~cbt ~ Cv , . s~ ~ ~~ ~*>?aoy ~` a ~s39~ ;ountySuite Sheriff, Teleosoft. Inc. ,. .-, ., .~ w Steven J. Schiffinan, Esq. Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 2095 E SERRATELLI, SCHIFFMAN, B 2080 Linglestown Road, S '~~ Harrisburg, PA 17110-967 (717) 540-9170 sschiffman(cr~ssbc-law.com jpilgrun(a~ssbc-law.com JVI~T & CALHOON, P.C. 201 v. N0.09-2568 JEFFREY D. WINAND, Y UR FLORAL CONNECTION, INC., and TERRY A. WALTON :CIVIL ACTION -LAW Defe dants FIDAVIT PURSUANT TO RULE 3129.1 COMMERCE BANKlH SBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE B K/ :CUMBERLAND COUNTY, HARRISBURG, N.A., :PENNSYLVANIA Plai iff I, Jeni S. Pilgrim, E: action, set forth the follow filed concerning the real Carlisle, Cumberland Cou 1. Name Jeffrey Winand 2. Name Jeffrey Winand Terry Walton uire, attorney for Commerce BanklHamsburg, Plaintiff in the above i g information as of the date the Praecipe for the Writ of Execution was roperty located at 175 E. Louther Street, First Ward of the City of i ,Pennsylvania, more fully described in Exhibit "A," attached hereto. Address 2407 Valley Road, Harrisburg, PA 17104 Address 2407 Valley Road, Harrisburg, PA 17104 2407 Valley Road, Harrisburg, PA 17104 i i ~~ Your Floral Conn 3. Name and address nronertv to be sold: Inc. 2407 Valley Road, Harrisburg, PA 17104 Name Commerce Bank/l 4. Name and a Name Commerce 5. Name and address or ev Name Commonwealth of Per Department of Reveni ATTN: Sheriff s Sales 6. Name and address of e~ Name 7. Name and address of e e ers~ the roe which ma be affec~ Name Commonwealth of Pe nsylvan Department of Public Welfare Commonwealth of Pe nsylvan Inheritance Tax Offi PA Department of Re enue Commonwealth of Pe nsylvan Address 3801 Paxton Street, Harrisburg, PA 17111 every mort~a~e of record: Address 3801 Paxton Street, Harrisburg, PA 17111 Address Dept. 2809464 7th Floor, Strawberry Square Harrisburg, PA 17128 Address Address P.O. Box 2675 Harrisburg, PA 17105 1400 Spring Garden St. Philadelphia, PA 19130 6th Floor, Strawberry Square 7 Bureau of Individual Inheritance Tax Divi; Department of Public TPL Casualty Unit Estate Recovery Prog Internal Revenue SeY Technical Support G Cumberland County Department #280601 Harrisburg, PA 17128 elfare Willow Oak Building PO Box 8486 n Harrisburg, PA 17105-8486 William Green Federal Building Room 3259, 600 Arch Street Claims Office 1 Courthouse Square Room 110 Carlisle, PA 17013 Tax Parcel # 02-21-0318-222 ALL THAT CER7 the First Ward of the Borc described as follows, to w ON the East by Nc property now or formerly formerly of Edna H. Donn. CONTAINING in depth along North East St BEING known as lot of ground with the improvements thereon erected, situate in of Carlisle, Cumberland County, Pennsylvania bounded and i East Street, on the South by East Louther Street, on the West by Marshall W. Spotts, et ux; on the North by property now or i, widow. ~t on East Louther Street, 49 feet, more or less, and extending in 65 feet 6 inches, more or less. Jo. 175 East Louther Street. R el ~ Steven J. Schiffinan, Esq: Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 209 36 SERRATELLI, SCHIFFMAN, BRA 2080 Linglestown Road, uit Harrisburg, PA 17110-9 70 (717) 540-9170 sschiffman ssbc-law.co jpilgrim(a~ssbc-law. com COMMERCE BANK/H SBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE B NK/ :CUMBERLAND COUNTY, HARRISBURG, N.A., :PENNSYLVANIA Pl tiff v. N0.2009-2568 JEFFREY D. WINAND, OUR FLORAL CONNECTION, INC., TERRY A. WALTON :CIVIL ACTION -LAW De endants NOTICE OF SHERIF 'S SALE OF REAL ESTATE PURSUANT TO PENNSYL RULE OF CIVIL PROCEDURE 3129.1 TO: Jeffrey D. Winand 2407 Valley Road Harrisburg, PA 17 04 Terry A. Walton 2407 Valley Road Harrisburg, PA 17 04 Your Floral Conn tic 2407 Valley Road Harrisburg, PA 17 04 TAKE NOTICE: That the Sheriff's ale DATE: TIME: JVN & CALHOON, P.C. 201 Inc. of Real Property (real estate) will be held: June 2, 2010 10:00 AM LOCATI N: Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17103 THE PROPERTY consisting of a statement mention of the buildings DESCRIPTION ATTAC THE LOCATION Cumberland County, THE JUDG the within CommoY Number 2009-25 THE NAME OF O BE SOLD is delineated in detail in a legal description mainly the measured boundaries of the property, together with a brief i any other major improvement erected on the land. (SEE your property to be sold is 175 E. Louther Street, Carlisle, lvania, 17013. under or pursuant to which your property is being sold is docketed in and County to: OWNER OR REPUTED OWNER of this property is: Jeffrey D. Wi A SCHEDULE D STRIBUTION, being a list of the persons and/or governmental or corporate entities or agen ies being entitled to receive part of the proceeds of the sale received and to be disbursed by th Sheriff of this County thirty (30) days after the sale and distribution of the proceeds of sale in ac ordance with this schedule will, in fact, be made unless someone objects by filing exceptio s to it within ten (10) days of the date it is filed. Information about the Schedule of Distribution may be obtained from the Sheriff of the Court of Common Pleas f the within County at the Courthouse address specified herein. PROPERTY. PAY THE JUDGMENT. You may have le; can advise you more spec MUST ACT PROMPTL YOU SHOULD NOT HAVE A LAVA THIS OFFICE CAN rights to prevent your property from being taken away. A lawyer cally of these rights. If you wish to exercise your rights, YOU KE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. 'IDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. t IF YOU CANNO AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WIT INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO LIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 THE LEGAL RIGHTS Y1~U MAY HAVE ARE: 1. You may le a petition with the Court of Common Pleas with Cumberland County to open the jud nt if you have a meritorious defense against the person or company that has entered judgment against you. You may also file a petition with the same Court if you are aware of a legal defec in the obligation or the procedure used against you. 2. After the S eriff's Sale, you may file a petition with the Court of Common Pleas of Cumberland County to set aside the sale for a grossly inadequate price or for other proper cause. This petition MU T BE FILED BEFORE THE SHERIFF'S DEED IS DELIVERED. 3. A petition proceeding paragraphs The petition must be sf to the Court and a proX If a specific return Administrator's Office - i presentation to the Court. petitions raising the legal issues or rights mentioned in the be presented to the Court of Common Pleas of Cumberland County. on the attorney for the creditor or on the creditor before presentation order or rule must be attached to the petition. date is desired, such date must be obtained from the Court ~ivil Division, of the Cumberland County Courthouse, before SHERIFF'S OFFICE Tax Parcel # 02-21-0318-222 ALL THAT CER AIN lot of ground with the improvements thereon erected, situate in the First Ward of the Bor ugh of Carlisle, Cumberland County, Pennsylvania bounded and described as follows, to t: ON the East by N rth East Street, on the South by East Louther Street, on the West by property now or formerly f Marshall W. Spotts, et ux; on the North by property now or formerly of Edna H. Do an, widow. CONTAINING in front on East Louther Street, 49 feet, more or less, and extending in depth along North East S eet 65 feet 6 inches, more or less. BEING known as o. 175 East Louther Street. +~ Steven J. Schiffman, Esq. Jeni S. Pilgrim, Esq. PA ID Nos. 25488 & 209 SEIt1zATELLI, SCHIFFMAN, 2080 Linglestown Road, Harrisburg, PA 17110-9E (717) 540-9170 sschiffman(a~ssbc-I aw. coY i nil srimnssbc-law. com COMMERCE BANK/H~ formerly COMMERCE B HARRISBURG, N.A., v. JEFFREY D. WINAND, CONNECTION, INC., a WALTON JVN & CALHOON, P.C. 201 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA BUR FLORAL TERRY A. N0.2009-2568 CIVIL ACTION -LAW RULE OF CIVIL PROCEDURE 3129.1 TO: Jeffrey D. Winand 2407 Valley Road Harrisburg, PA 17 04 Terry A. Walton 2407 Valley Road Harrisburg, PA 17 04 Your Floral Conn ctic 2407 Valley Road Harrisburg, PA 17 04 TAKE NOTICE: That the Sheriff's DATE: TIME: Inc. of Real Property (real estate) will be held: June 2, 2010 10:00 AM ANIA LOCATI N: Cumberland County Courthouse 1 Courthouse Square Carlisle, PA 17103 THE PROPERTY TO BE SOLD is delineated in detail in a legal description mainly consisting of a statement f the measured boundaries of the property, together with a brief mention of the buildings d any other major improvement erected on the land. (SEE DESCRIPTION ATT THE LOCATION of your property to be sold is 175 E. Louther Street, Carlisle, Cumberland County, Pe Sylvania, 17013. THE JUDGMEN~ under or pursuant to which your property is being sold is docketed in the within Commonweal and County to: Number 2009-25 THE NAME OF '1~HE OWNER OR REPUTED OWNER of this property is: Jeffrey D. A SCHEDULE D STRIBUTION, being a list of the persons and/or governmental or corporate entities or agen ies being entitled to receive part of the proceeds of the sale received and to be disbursed by th Sheriff of this County thirty (30) days after the sale and distribution of the proceeds of sale in ac ordance with this schedule will, in fact, be made unless someone objects by filing exceptio s to it within ten (10} days of the date it is filed. Information about the Schedule of Distribution may be obtained from the Sheriff of the Court of Common Pleas f the within County at the Courthouse address specified herein. PROPERTY. PAY THE JUDGMENT. You may have le; can advise you more spec MUST ACT PROMPTL YOU SHOULD NOT HAVE A LAVA THIS OFFICE CAN F OPERTY rights to prevent your property from being taken away. A lawyer cally of these rights. If you wish to exercise your rights, YOU KE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. ~IDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. ,~ IF YOU CANNO AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WI INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO LIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 THE LEGAL RIGHTS YOU MAY HAVE ARE: 1. You may le a petition with the Court of Common Pleas with Cumberland County to open the jud nt if you have a meritorious defense against the person or company that has entered judgment against you. You may also file a petition with the same Court if you are aware of a legal defec in the obligation or the procedure used against you. 2. After the S eriff s Sale, you may file a petition with the Court of Common Pleas of Cumberland County to set aside the sale for a grossly inadequate price or for other proper cause. This petition MU T BE FILED BEFORE THE SHERIFF'S DEED IS DELIVERED. 3. A petition r petitions raising the legal issues or rights mentioned in the proceeding paragraphs m t be presented to the Court of Common Pleas of Cumberland County. The petition must be serv d on the attorney for the creditor or on the creditor before presentation to the Court and a propos d order or rule must be attached to the petition. If a specific return date is desired, such date must be obtained from the Court Administrator's Office - ivil Division, of the Cumberland County Courthouse, before presentation to the Court. SHERIFF' S OFFICE t ~ r Tax Parcel # 02-21-0318-222 ALL THAT CER AIN lot of ground with the improvements thereon erected, situate in the First Wazd of the Bor ugh of Carlisle, Cumberland County, Pennsylvania bounded and described as follows, to 't: ON the East by N rth East Street, on the South by East Louther Street, on the West by property now or formerly of Mazshall W. Spotts, et ux; on the North by property now or formerly of Edna H. Do an, widow. CONTAINING in front on East Louther Street, 49 feet, more or less, and extending in depth along North East S eet 65 feet 6 inches, more or less. BEING known as fiTo. 175 East Louther Street. WRITyOF EXECUTION and/or ATTACHMENT COMMONWEALTH COUNTY OF CUMB PENNSYLVANIA) N009-2568 Civil CIVIL ACTION -LAW TO THE SHERIFF OF To satisfy the debt, BanWHarrisburg N.A. From Jeffrey D. Wig (1) You are directed to (2) You are also direct of GARNISHEE(S) as lMBERLAND COUNTY: Brest and costs due Commerce Banlc/Harrisburg formerly Commerce aintiff (s) id, Your Floral Connection, Inc., and Terry A. Walton ry upon the property of the defendant (s)and to sell See legal description . to attach the property of the defendant(s) not levied upon in the possession and to notify the garnish e(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from paying any debt to or fo the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposin thereof; (3) If property of the d fendant(s) not levied upon an subject to attachment is found in the possession of anyone other than a n ed garnishee, you are directed to notify him/her that he/she has been added as a garnishee and is enjoine as above stated. Amount Due $469,411.! Interest $11,567.77 (thr~ Atty's Comm % $49,93 Atty Paid $114.00 Plaintiff Paid Date: December 9, 2009 (Seal) REQUESTING PARTY: Name Jeni S. Pilgrim, Address: 2080 Lin~les Harrisburg, P Attorney for: Plaintiff Telephone: (717) 540-91 i Supreme Court ID No. 20 (through 4-22-09) gh 4/22/09) D8 (through 4/22/09) Rd. 17110 L.L.$.50 Due Prothy $2.00 Other Costs $18,370.92 (through 4/22/09) ~ .. f On March 22, 2010 the Sheriff levied upon the defendant's interest in the real property situated in Borough of Carlisle, Cumberland County, PA, Known and numbered as, 175 East Lowther Street, Carlisle, more fully described on Exhibit "A" filed with this writ and by this reference incorporated herein. Date: March 22, 2010 _ By: ~~~.~ Real Estate Coordinator b l .~ d l l X30 bQOt ~d12~3HS 3H.~ .~C~ ~UI~-'t~ PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL ~r Act No. 587, approved May 16, 1929), P. L.1784 COMMONWEALTH COUNTY OF Lisa Marie Coy State aforesaid, being du Journal, a legal periodic. was established January periodical for the public issued weekly in the saic exactly the same as was Journal on the following viz: PENNSYLVANIA ss. e, Esquire, Editor of the Cumberland Law Journal, of the County and y sworn, according to law, deposes and says that the Cumberland Law published in the Borough of Carlisle in the County and State aforesaid, ;, 1952, and designated by the local courts as the official legal :ion of all legal notices, and has, since January 2, 1952, been regularly County, and that the printed notice or publication attached hereto is rinted in the regular editions and issues of the said Cumberland Law 23, and Apri13O, 2010 Affiant further Law Journal, a legal pt matter of the aforesaid statements as to time, wzu >~o. ~ooli-asst Commerce Bank Harrisburg f~ Commerce Bank/Harrisburg, vs. Terry A. Walton Jeffrey D. Winand Your Floral Connection, Ins Atty: Jeni S. Pilgrim ALL THAT CERTAIN lot of gr~ with the improvements the erected, situate in the First Wa the Borough of Carlisle, Cumber County, Pennsylvania bounded described as follows, to wit: ON the East by North East S1 on the South by Eaat Loather S1 an the West by property now a marip d Ittarahall W. 3potts, et u the Narth by property now or fora of Edna H. Donman, widow. CONTAINING in front on Loutlser Street, 49 feet, more or and extending in depth abog H East Street 65 feet 6 inches, i or bas. 8)cIItG Imown as No. 175 Loathe[ Street. s that he is authorized to verify this statement by the Cumberland tl of general circulation, and that he is not interested in the subject or advertisement, and that all allegations in the foregoing and character of publication are true. k/a /~~if/~-r ~~--~ f.A. Mane Coyne, Ed' or SWORN TO AND SUBSCRIBED before me this 30 da of Aril 2010 and ' eon d of ~a Notary for- erly NOTARIAL SEA! DEBORAH A COLLINS ~aat Nohry Public ess, ,~, CARLISLE BOROUGH, CllMBERLANO COON yore My Commialon Expina Apr 28.2014 -~~ The Patriot-News Co. 2020 Technology Pkwy Suite 300 Mechanicsburg, PA 17050 Inquiries - 717-255-8213 CUMBERLAND CO. SHERIFFS OFFICE CUMBERLAND COUNTY COURT HOUSE CARLISLE PA 17013 ~e~latriot-News NOw you know THE PATRIOT NEWS THE SUNDAY PATRIOT NEWS Proof of Publication Under Act No. 587, Approved May 16, 1929 Commonwealth of Pennsylvania, County of Dauphin} ss Marianne Miller, being duly sworn according to law, deposes and says: That she is a Staff Accountant of The Patriot News Co., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its principal office and place of business at 812 to 818 Market Street, in the City of Harrisburg, County of Dauphin, State of Pennsylvania, owner and publisher of The Patriot-News and The Sunday Patriot-News newspapers of general circulation, printed and published at 812 to 818 Market Street, in the City, County and State aforesaid; that The Patriot-News and The Sunday Patriot-News were established March 4th, 1854, and September 18th, 1949, respectively, and all have been continuously published ever since; That the printed notice or publication which is securely attached hereto is exactly as printed and published in their regular daily and/or Sunday/ Metro editions which appeared on the date(s) indicated below. That neither she nor said Company is interested in the subject matter of said printed notice or advertising, and that all of the allegations of this statement as to the time, place and character of publication are true; and That she has personal knowledge of the facts aforesaid and is duly authorized and empowered to verify this statement on behalf of The Patriot-News Co. aforesaid by virtue and pursuant to a resolution unanimously passed and adopted severally by the stockholders and board of directors of the said Company and subsequently duly recorded in the office for the Recording of Deeds in and for said County of Dauphin in Miscellaneous Book "M", Volume 14, Page 317. PUBLICATION COPY This ad ran on the date(s) shown below: 04/16/10 Writ No. 2009-2568 CWII Term Commerce Bank Harrisburg 04/23/10 f/k!a Commerce BanklFlarrlsburg, ~--- ~ 04/30/10 N.A. ~~ ~' vs. ~°.:'. . . Terry A. Walton ............. . Jeffrey D. Winand Your Floral Connection, Inc Arty; Jeni s. Pngrim Sworn to an ~bscribed before ~ thls''f8~ y of May, 2010 A. D. ALL THAT CERTAIN ]ot of ground with the improvements thereon erected, situate in the Fast ~ 4 (~ ~ ~ ~`! Wazd of the Borough of Cazlisle, Cumberland ~ ~"`~ ~~~. County, Pennsylvania bounded and described as ""~ Notary Public follows,. to wit: ON the East by North East Street, on the South by East Lowther Street, on the West by propetty COMM6PI 7f'1,,,,,,~., NNS~fLVANIA now or formerly of Marshall W. Spotts, et ux; on Pk>ti~#i ~ the North by property now or formerly bf Edna H. ~ ~ Ktii~, rlptary pUblk Domnan, widow. ~~ pa~gt TVvp., pauphln C~runtY CONTAINING in front on Fast Lowther Street, 49 ~ tromrtf1561pn ExplydB NOY. i6, Z011 feet, more or less, and extending in depth along Member, pennsYNanla pyS501:18t1011 Of NOtarles North Fast Street 65 feet 6 inches, more or less. BEING }mown as No.175 East Lowther Street. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND } SS: I, Robert P. Ziegler, Recorder of Deeds in and for said County and State do hereby certify that the Sheriff s Deed in which METRO BANK is the grantee the same having been sold to said grantee on vtiU"~ ~ the 2ND day of JUNE A.D., X2010, under and by virtue of a writ Execution issued on the 9TH day of ~~ L DECEMBER, A.D., X2009, out of the Court of Common Pleas of said County as of Civil Term, 2009 Number 2568, at the suit of COMMERCE BANK/HBG against TERRY A WALTON,JEFFREY D WINAND.YOUR FLORAL CONNECTIONS INC is duly recorded as Instrument Number 201019104. IN TESTIMONY WHEREOF, I have hereunto set my hand and seal of said office this ~ (r day of of Reconfer of Deeds, Qnnberiand ~, C~rAsle. M My Cormiission Eames the Fred Monday of Jsf+. 2014 Steven J. Schiffman, Esq. Jeni S. Madden, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN, & BROWN, P.~v§ ~~~~;~.~A ~~ ~ `,~~+i'~ ~ ' 2080 Linglestown Road, Suite 201 6 p y y ~. ~ w ~ ~ ~ ~ ~ r ; ° (`",; Harrisburg, PA 17110-9670 (717) 540-9170 s schiffinan(a,ssbc-law. com j madden(a~ ssbc-law. com COMMERCE BANK/HARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., v. Petitioner JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON Respondents ~'II..~~J fit= ~= ~C~ IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA N0.2009-2568 CIVIL ACTION -LAW NOTICE YOU HAVE BEEN SUED IN COURT. The Petition set forth in the following pages requests the Court to determine the amount which should be credited against any liability you may have to the Petitioner as a result of the purchase by the Petitioner and an execution sale of the real property described in the Petition. If you wish to defend against the Petition, you must take action within twenty (20) days after this Petition and Notice are served upon you by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the matters set forth in the Petition. You are warned that, if you fail to do so, the case may proceed without you and a judgment may be entered against you by the Court without further notice for any claim or relief requested by the Petitioner. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 PETITION TO FIX FAIR MARKET VALUE OF REAL PROPERTY PURSUANT TO 42 Pa.C.S. & 8103(a) AND NOW comes the above Plaintiff/Petitioner, Metro Bank, by and through its attorneys, Serratelli, Schiffinan & Brown P.C, and avers the following: 1. Petitioner Metro Bank formerly known as Commerce Bank/Harrisburg, formerly known as Commerce Bank/Harrisburg, N.A ("Petitioner") is a Pennsylvania banking institution with a business address of 3801 Paxton Street, Harrisburg, Pennsylvania, 17111. 2. Respondent Jeffrey D. Winand ("Respondent Winand") is an adult individual with a last known address of 2407 Valley Road, Harrisburg, Pennsylvania 17104. 3. Respondent Terry A. Walton ("Respondent Walton") is an adult individual with a last known address of 2407 Valley Road, Hamsburg, Pennsylvania 17104. 4. Your Floral Connection, Inc. ("Your Floral") is a Pennsylvania business corporation with a last known business address of 175 E. Louther Street, Carlisle, Pennsylvania, 17013.1 5. This Petition is filed pursuant to § 8103(a) of the Judicial Code. 6. The execution proceedings in this matter occurred in connection with Cumberland County Court of Common Pleas Civil Docket No. 2009-2568 after a Writ of Execution was issued upon the judgment entered by confession in the amount of $549,285.28. 7. The judgment upon which a deficiency is sought was entered against Respondent Winand based on two loans made from Petitioner to Respondent Winand and a guaranty executed by Respondent Winand which was used as partial security for a loan made to Respondent Your Floral. 1 On September 3, 2009, Your Floral Connection, Inc., a named defendant in the original action, filed a Chapter 7 Bankruptcy in the Middle District of Pennsylvania Bankruptcy Court at docket number 1:09-bk-06827-MDF. As of the date of this Petition, Your Floral's banlQUptcy is still pending. Therefore, Your Floral Connection, Inc. is not a named Respondent in this Petition. 8. The judgment upon which a deficiency is sought was entered against Respondent Walton based on three (3) guaranties executed by Respondent Walton, which were used partial security for loans made to Respondent Winand and Your Floral Connection. 9. On June 2, 2010, the real property known as 175 E. Louther Street, Carlisle, Pennsylvania ("Property 1 "), a description of which is attached hereto as Exhibit "A," was struck down at Sheriffs Sale in Cumberland County. 10. The fair market value of Property 1 is $145,000.00. ll. On March 29, 2010, the real property known as 5256 East Trindle Road, Mechanicsburg, Pennsylvania ("Property 2"), a description of which is attached hereto as Exhibit "B," was sold to Petitioner through a sale free and clear of liens through the Pennsylvania Middle District Bankruptcy Court. Property 2 was sold to a bona fide purchaser on April 30, 2010. 12. The fair market value of Property 2 is $252,459.60. WHEREFORE, Petitioner requests that the Court fix the fair market value of the real property at $397,459.60. Respectfully submitted, SERRATELLI, SCHIFFMAN & BROWN P. C. Stev J. Schiffman, Esquire Je .Madden, Esquire Pa. D Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717)540-9170 Date: November 1, 2010 VERIFICATION I, David M. Chajkowski, do hereby state, under penalty of 18 P.S. § 4904 relating to unsworn falsification to authorities, that I am an authorized representative of Metro Bank, am authorized to give this verification on its behalf, and that the averments set forth in the foregoing pleading are true and correct to the best of my knowledge, information, and belief. Metro Bank s, ~~v David M. Chajkowski Date: / U ~ 7~ p CERTIFICATE OF SERVICE I hereby certify that I today served a true and correct copy of the foregoing Petition to Fix Fair Market Value of Real Property Pursuant to 42 Pa. C.S. §8103(a), by Certified Mail, , addressed to: Jeffrey Winand 2407 Valley Road Harrisburg, Pennsylvania 17104 Terry Walton 2407 Valley Road Harrisburg, Pennsylvania 17104 V v(u Jeni S adden, Esquire Date: November 1, 2010 i~ ~~~~ Tax Parcel # 02-21-0318-222 ALL THAT CERTAIN lot of ground with the improvements thereon erected, situate in the First Ward of the Borough of Carlisle, Cumberland County, Pennsylvania bounded and described as follows, to wit: ON the East by North East Street, on the South by East Louther Street, on the West by property now or formerly of Marshall W. Spotts, et ux; on the North by property now or formerly of Edna H. Donman, widow. CONTAINING in front on East Louther Street, 49 feet, more or less, and extending in depth along North East Street 65 feet 6 inches, more or less. BEING known as No. 175 East Louther Street. ~GX~~/ /~ All that certaia'piece or parcel of land situate in Township of Hampden, County of Cumberland and. Commonwealth of Pennsylvania, more particularly bounded and descn'bed as follows to wit: BEGINNING at an iron pin in the center of the Trindle road and at corner of lands now or formerly of Samuel H. Fetrow heirs; thence by said lands now or formerly of Samuel H. Fetrow heirs, South forty degrees forty tninutes East (S 40degrees 40' E) three hundred fifty and five tenths (350.5) feet, more or lesa, to a stake et the right~f--way line of the Penn Central transportation Company (formerly Pennsylvania Railroad Company); thence along said right-of-- way line North seventy-eight degrees east (N78 degrees E) one hundred fifty-three and five tenths (153.5) feet to a post at comer of lands formerly of Reuben t. Roth; thence along said lands formerly of Reuben T. Roth, North forty-five degrees West (N. 45degrees W) three hundred ninety-three (393) feet, more or less, to a pint in the center of the aforesaid Trindlc Road; thence by the center of said road, South sixty-si.x degrees forty minutes West (s66degrees 40 'W) one ht-ndred ten (110) feet to an iron pin at the place of BEGINNING. CONTAINING one (])acre, neat measure, and having thereon erected a brick office and apartment building and garage, known and numbered 5256 east Trindla Road, Mechanicsburg, Pennsylvania. UNDER AND SUBJECT to easements, covenants, reservations, restrictions and rights- of--way as appear of record. BEING THE SAME PREMISES which ROBERT R. NEF~F and DAVID C. WOLF, by their Deed dated January 3,.2003 and recorded January 8, 2003 in the Office of the Recorder of Deeds in and for Cumberland County in Record Book 255, Page1289,. granted and conveyed unto WINAND PROPERTIES, LLC, A PA LIIVIITED LIABILITY CO. COMMERCE BANK/HARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., Petitioner V. JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON Respondents IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA a NO. 2009-2568 Mco n, r t rz, F "v rn c.n ? W n O O ° ?o CIVIL ACTION - LAW c-) ` - c :)-n =-- - o 0 rg O PRAECIPE FOR ENTRY OF JUDGMENT BY DEFAULT PURSUANT TO Pa.R.C.P. 3284 To the Prothonotary: Please enter judgment by default in the above-captioned matter against Defendants Jeffrey D. Winand and Terry A. Walton and issue an Order granting Plaintiff's Petition to Fix Fair Market Value, valuing the property in this matter at $549,285.28. Judgment by default is warranted based upon Defendant's failure to plead to the Petition to Fix Fair Market Value filed in this matter. Attached hereto is the ten-day Default Judgment Notice required by Pa.R.C.P. 237, along with a Certificate of Service evidencing service of the Notice upon the Defendants. Date: December 28, 2010 Respectfully submitted, SERRATELLI, SCHIFFMAN & BROWN P. C. mC/c"- Ste n J. Schiffman, Esquire Je S. Madden, Esquire P ;X Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717)540-9170 1y 0°?t> at ?? G Steven J. Schiffman, Esquire Attorney ID No. 25488 Jeni S. Madden, Esquire Attorney ID No. 209536 SERRATELLI, SCHIFFMAN, & BROWN P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 Email: sschi man(@ssbc-law. com Email: imadden@,ssbc-law.com Attorney for Plaintiff COMMERCE BANKJHARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Petitioner V. : NO. 2009-2568 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON : CIVIL ACTION -LAW IMPORTANT NOTICE TO: Jeffrey D. Winand 2407 Valley Road Harrisburg, PA 17104 DATED: December 14, 2010 YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN (10) DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS NOTICE TO A LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE FOLLOWING OFFICE TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 Respectfully submitted, SERRATELLI, SCHIFFMAN & BROWN P. C. Steve J. Schiffman, Esquire Jeri Madden, Esquire Pa. ID Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717)540-9170 CERTIFICATE OF SERVICE I, Jeni S. Madden, Esquire, do hereby certify that on this 10 day of December, 2010, I served a copy of the foregoing 10-Day Notice via Certified Mail, Return Receipt Requested and U.S. First Class Mail, postage prepaid, in the Post Office at Harrisburg, Pennsylvania, to the following person(s): Jeffrey D. Winand 2407 Valley Road Harrisburg, PA 17104 J S. Madden, Esquire Steven J. Schiffman, Esquire Attorney ID No. 25488 Jeni S. Madden, Esquire Attorney ID No. 209536 SERRATELLI, SCHIFFMAN, & BROWN P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 Email: sschi an&sbc-law.com Email: imadden@ssbc-laity. com Attorney for Plaintiff COMMERCE BANK/HARRISBURG, : IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Petitioner V. : NO. 2009-2568 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON CIVIL ACTION -LAW IMPORTANT NOTICE TO: Terry Walton 5217 Simpson Ferry Road Mechanicsburg, PA 17050 DATED: December 14, 2010 YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN (10) DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS NOTICE TO A LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE FOLLOWING OFFICE TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Lawyer Referral Service 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 Respectfully submitted, SERRATELLI, SCHIFFMAN & BROWN P. C. Stev J. Schiffman, Esquire Jeni . Madden, Esquire Pa. Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717)540-9170 CERTIFICATE OF SERVICE I, Jeni S. Madden, Esquire, do hereby certify that on this 14th day of December, 2010, 1 served a copy of the foregoing 10-Day Notice via Certified Mail, Return Receipt Requested and U.S. First Class Mail, postage prepaid, in the Post Office at Harrisburg, Pennsylvania, to the following person(s): Terry Walton 5217 Simpson Ferry Road Mechanicsburg, PA 17050 Madden, Esquire COMMERCE BANK/HARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., Petitioner V. JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON To the Prothonotary: IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, _ = E PENNSYLVANIA MW C_ NO. 2009-2568 CIVIL ACTION -LAW FOR ENTRY OF JUDGMENT BY DEFAULT Kindly amend the Praecipe for Entry of Judgment by Default Pursuant to Pa.R.C.P. 3284 which was filed in the above-referenced matter on or about December 30, 2010 to read as follows: Please enter judgment by default in the above-captioned matter against Defendants Jeffrey D. Winand and Terry A. Walton and issue an Order granting Plaintiffs Petition to Fix Fair Market Value, valuing the property in this matter at $397,459.60. Judgment by default is warranted based upon Defendant's failure to plead to the Petition to Fix Fair Market Value filed in this matter. Attached hereto is the ten-day Default Judgment Notice required by Pa.R.C.P. 237, along with a Certificate of Service evidencing service of the Notice upon the Defendants. Date: January 3, 2011 Respectfully submitted, SERRATELLI, SCHIFFMAN & BROWN P. C. St en J. Schiffman, Esquire e i S. Madden, Esquire a. ID Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717)540-9170 tr NOV 0 3 7011 COMMERCE BANKJHARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA Petitioner V. NO. 2009-2568 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON CIVIL ACTION -LAW Respondents ORDER AND NOW, upon consideration of the Petition to Fix Fair Market Value of Real Property Pursuant to 42 Pa. C.S. §8103(a) filed by Plaintiff/Petitioner, Metro Bank formerly known as Commerce Bank/Harrisburg, formerly known as Commerce Bank/Harrisburg, N.A, IT IS HEREBY ORDERED that the fair market value of the real property in question is hereby fixed at $397,459.60. HE CO T, Y 00 v = ?t J. U 0 Distribution: ,,,-Jeffi•ey Winand, 2407 Valley Road, Harrisburg, Pennsylvania 17104 Terry Walton, 2407 Valley Road, Harrisburg, Pennsylvania 17104 ,deni S. Madden, Esquire, Serratelli, Schiffnan & Brown P. C., 2080 Linglestown Road., Suite 201, Harrisburg, PA 17110 J FILED-OFFICE OF THE PROTHONOTARY Steven J. Schiffman, Esq. Jeni S. Madden, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN & BROWN, P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffmanna,ssbc-law.com jmaddengssbc-law.com 2011 Y ` i j N'i 1: 31 "M-ER l ''D r. XT Y PF4 ; S,YL!1 NIA COMMERCE BANK/HARRISBURG, FORMERLY COMMERCE BANK/ HARRISBURG, N.A. PETITIONER V. JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., AND TERRY A. WALTON RESPONDENTS : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA NO. 2009-2568 CIVIL ACTION -LAW CERTIFICATE OF SERVICE I, Jeni S. Madden, Esquire, attorney for the Plaintiff in the above-captioned matter, hereby certify that I served the attached Praecipe to Amend Praecipe for Entry of Judgment by Default Pursuant to Pa.R.C.P.3284 to Terry Walton and Jeffrey Winand by United States First Class Mail on January 4, 2011 as evidenced by the attached copies of the self-addressed stamped envelopes. Date: January 6, 2011 M4, Jen'. Madden, Esquire C nsel for Plaintiff SERRATELLI SCHIFFMAN & BROWN P.C. Ok"Zo JENI S. MADDEN tel 717.635.292o fax 717.655.2950 jmadden@SSBC-LAW.coM January 4, 2011 Terry Walton 5217 Simpson Ferry Road 2080 LINGLESTOWN RD. STE 201 Mechanicsburg, PA 17050 HARRISBURG, PA 17110-96 70 tel 717.540.9170 RE. Commerce Bank v. Jeffrey Winand, Your Floral fax 717-540-5481 Connection, Inc., and Terry A. Walton WWW.SSBC-LAW.COM Dear Mr. Walton: Enclosed herewith please find a Praecipe to Amend Praecipe for Entry of Judgment by Default Pursuant to Pa.R.C.P. 3284 filed today with the Cumberland County Prothonotary. Please be guided accordingly. JSM/aea Enclosure cc: David Chajkowski (w/encl.) Sincerely, SERRATELLI, SCHIFFMAN & BROWN, P.C. Je ' Madden, Esquire ?? SERRATELLI SCHIFFMAN & BROWN P.c. JENI S. MADDEN January 4, 2011 tel 717.635.2920 fax 717.635.2950 imadden@ssBC-LAw.coM Jeffrey D. Winand 2407 Valley Road Harrisburg, PA 17104 2050 LINGLESTOWN RD. STE 201 RE: Commerce Bank v. Jeffrey Winand, Your Floral HARRISBURG, PA 17110-9670 Connection, Inc., and Terry A. Walton tel 717.540.9170 fax 717.540.5481 Dear Mr. Winand: WWW.SSBC-LAW.COM Enclosed herewith please find a Praecipe to Amend Praecipe for Entry of Judgment by Default Pursuant to Pa.R.C.P. 3284 filed today with the Cumberland County Prothonotary. Please be guided accordingly. Je JSM/aea Enclosure cc: David Chajkowski (w/encl.) Sincerely, SERRATELLI, SCHIFFMAN, & BROWN, P.C. ni . Madden, Esquire SERRATELLI SCHIFFMAN & BROWN P.c. % 016H26522-1225 2080 LINGLESTOWN RD. STE 201 Y HARRISBURG, PA 17110-9670 '• i 4: S 00.6 11) ,s O IIII¢?p 1.=.•r`• qLa. x iD-11 Ned From, US POSTA1.7c: Jeffrey D. Winand 2407 Valley Road Harrisburg, PA 17104 SERRATELLI SCHIFFMAN & BROWN P.c. • • ? ?}a r•. _ ti1LHZ652 4G` 2050 LINGLESTOWN RD. STE 201 6110 $ 00 HARRISBURG, PA 17110-9670 . 011%0='2011 1 6 L -t POST MA G r` Terry Walton 5217 Simpson Ferry Road Mechanicsburg, PA 17050 COMMERCE BANKIHARRISBURG, IN THE COURT OF COMMON PLEAS formerly COMMERCE BANK/ CUMBERLAND COUNTY, HARRISBURG, N.A., PENNSYLVANIA ;?"7 n z Petitioner V• : NO. 2009-2568 _ JEFFREY D. WINAND, YOUR FLORAL - are n CONNECTION, INC., and TERRY A. WALTON CIVIL ACTION -LAW Respondents PRAECIPE TO AMEND PRAECIPE FOR ENTRY OF JUDGMENT BY DEFAULT PURSUANT TO Pa.R.C.P. 3284 To the Prothonotary: Kindly amend the Praecipe for Entry of Judgment by Default Pursuant to Pa.R.C.P. 3284 which was filed in the above-referenced matter on or about December 30, 2010 to read as follows: Please enter judgment by default in the above-captioned matter against Defendants Jeffrey D. Winand and Terry A. Walton and issue an Order granting Plaintiff's Petition to Fix Fair Market Value, valuing the property in this matter at $397,459.60. Judgment by default is warranted based upon Defendant's failure to plead to the Petition to Fix Fair Market Value filed in this matter. Attached hereto is the ten-day Default Judgment Notice required by Pa.R.C.P. 237, along with a Certificate.of Service evidencing service of the Notice upon the Defendants. Respectfully submitted, SEMTELLI, SCHIFFAMN & BROWN P. C. Date: January 3, 2011 -0- v St en J. Schiffman, Esquire Z"ID S. Madden, Esquire Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717)540-9170 s THE n, ttJ€' Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, :PENNSYLVANIA NO. 2009-2568 CIVIL ACTION -LAW PRAECIPE FOR REASSESSMENT OF DAMAGES (DOWNWARD) Steven J. Schiffman, Esq. 2011 A Jeni S. Madden, Esq. 3 P"' PA ID Nos. 25488 & 209536 CUMBERLAND COU'i t SERRATELLI, SCHIFFMAN, & BROWN, PnNNSYLVA1-dA 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffman@ssbc-law.com imadden@ssbc-law.com COMMERCE BANKMARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., V. Plaintiff JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON TO THE PROTHONOTARY: Please reassess damages due on the judgment entered April 27, 2009 against Defendants JEFFREY D. WINAND and TERRY A. WALTON, in the amount of $186,760.71. As of April 30, 2010, the amount due is as follows: DEFENDANT, JEFFREY D. WINAND Note 1 Principal Balance as of 4/30/10: Interest through 4/30/10: Late Fees through 4/30/10: Prepayment Penalty 4/30/10: $229,613.14 ftif DS /laN $ 28,476.96 RAW X53 U59 $ 3,582.47 $ 7,133.25 rnRelr7 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $ 25,809.10 Total (as of 4/30/10) $294,614.92 Note 2 Principal Balance as of 4/30/10: $211,885.62 Interest through 4/30/10: $ 24,726.78 Late Fees through 4/30/10: $ 3,222.56 Prepayment Penalty 4/30/10: $ 6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $ 23,661.24 Total (as of 4/30/10) $269,945.86 Note 3 Principal Balance as of 4/30/10: $16,246.75 Interest through 4/30/10: $ 864.81 Late Fees through 4/30/10: $ 836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $ 1,711.16 Total (as of 4/30/10) $19,659.55 Total Total Principal for Notes 1, 2 & 3: $457,745.51 Total Interest for Notes 1, 2 & 3: $ 54,068.55 Total Late Fees & Penalties For Notes 1, 2 & 3: $ 21.,224.75 Total Attorneys' Fees: $ 51,181.50 Minus Fair Market Value of Real Property (to be applied first to attorneys fees, then to late fees and penalties, then to interest, and then to principal according to terms of the Notes) _ -$397.459.60 Total Judgment: $186,760.71 plus interest, fees and i costs through the date of the sheriff sale. DEFENDANT, TERRY WALTON Note 1 Principal Balance as of 4/30/10: Interest through 4/30/10: Late Fees through 4/30/10: Prepayment Penalty 4/30/10: Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $229,613.14 $ 28,476.96 $ 3,582.47 $ 7,133.25 $ 25,809.10 Total (as of 4/30/10) $294,614.92 Note 2 Principal Balance as of 4/30/10: $211,885.62 Interest through 4/30/10: $ 24,726.78 Late Fees through 4/30/10: $ 3,222.56 Prepayment Penalty 4/30/10: $ 6,449.66 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $ 23,661.24 Total (as of 4/30/10) $269,945.86 Note 3 Principal Balance as of 4/30/10: $16,246.75 Interest through 4/30/10: $ 864.81 Late Fees through 4/30/10: $ 836.83 Attorneys' Fees (10% of principal balance and interest, as authorized by the Note): $ 1,711.16 Total (as of 4/30/10) $19,659.55 Total Total Principal for Notes 1, 2 & 3: $457,745.51 Total Interest for Notes 1, 2 & 3: $ 54,068.55 Total Late Fees & Penalties For Notes 1, 2 & 3: Total Attorneys' Fees: Minus Fair Market Value $ 21,224.75 $ 51,181.50 of Real Property (to be applied first to attorneys fees, then to late fees and penalties, then to interest, and then to principal according to terms of the Notes) -$397,459.60 Total Judgment: $186,760.71 costs through the date of the sheriff sale. Respectfully submitted, plus interest, fees and SERRATELLI, SCHIFFIIAN, & BROWN P. C. Date: January 6, 2011 By /"L b /1' even J. Schiffinan, Esquire eni S. Madden, Esquire a. ID Nos. 25488 & 209536 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 CERTIFICATE OF SERVICE I, Jeni S. Madden, Esquire, hereby certify that I today served a true and correct copy of the foregoing Praecipe for Assessment of Damages (Downward) by United States First Class Mail addresses to the following: Jeffrey Winand 2407 Valley Road Harrisburg, Pennsylvania 17104 Terry Walton 5217 Simpson Ferry Road Mechanicsburg, PA 17050 Your Floral Connection 5217 Simpson Ferry Road Mechanicsburg, PA 17050 /')' ".d4 •-, Jen' Madden, Esquire Date: January 6, 2011 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION PRAECIPE FOR WRIT OF EXECUTION Cl) Commerce Bank Plaintiff vs. Terry A. Walton, et.al Defendant Address: 5217 Simpson Ferry Road Mechanicsburg, PA 17050 TO THE PROTHONOTARY OF THE SAID COURT: ?1 Confessed Judgment C rn C0 El Other =? File No. 2009-2568 -<A Amount Due $186,760.71 .co Interest x c:) Atty's Comm Costs The undersigned hereby certifies that the below does not arise out of a retail installment sale, contract, or account based on a confession of judgment, but if it does, it is based on the appropriate original proceeding filed pursuant to act 7 of 1966 as amended; and for real property pursuant to Act 6 of 1974 as amended. Issue writ of execution in the above matter to the Sheriff of Cumberland County, for debt, interest and costs, upon the following described property of the defendant (s) All personal property belonging to Defendant Terry A. Walton located at 5217 Simpson Ferry Road, Mechanicsburg, PA 17050 PRAECIPE FOR ATTACHMENT EXECUTION Issue writ of attachment to the Sheriff of County, for debt, interest and costs, as above, directing attachment against the above-named garnishee(s) for the following property (if real estate, supply six copies of the description; supply four copies of lengthy personalty list) and all other property of the defendant(s) in the possession, custody or control of the said gamishee(s). El (Indicate) Index this writ against the garnishee (s) as a lis 1 / 1 9f/2011 an (s) described in the attached exhibit. Date Signature: Print Name : 60 .66 cep '7114 '?(p 4A ,e '1, So a._« , . S oc ,. ,. aK.oo do L4 81 - CID .so j l(_J,Do c y, 00 s 16010'0 Wo llt?' a0li Address: Attorney for: pendens against real estate of the eni S. Madden, Esq. 2080 Linglestown Road Harrisburg, PA 17110 Plaintiff Telephone: 717-540-9170 Supreme Court ID No: 209536 &Z,aO Outdo. rv c+ . N) 0 N cry c? -a rn rn CJ C:)--n =F C) rr, WRIT OF EXECUTION and/or ATTACHMENT COMMONWEALTH OF PENNSYLVANIA) COUNTY OF CUMBERLAND) NO 09-2568 Civil CIVIL ACTION - LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the debt, interest and costs due COMMERCE BANK Plaintiff (s) From TERRY A WALTON, 5217 Simpson Ferry Road, Mechanicsburg, PA 17050 (1) You are directed to levy upon the property of the defendant (s)and to sell ALL PERSONAL PROPERTY BELONGING TO DEFENDANT. (2) You are also directed to attach the property of the defendant(s) not levied upon in the possession of GARNISHEE(S) as follows: and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated. Amount Due $186,760.71 Interest Atty's Comm % Atty Paid Plaintiff Paid $1,020.(46 Date: 1/20/11 (Seal) REQUESTING PARTY: Name JENI S. MADDEN, ESQUIRE Address: SERRATELLI, SCHIFFMAN & BROWN, P.C. 2080 LINGLESTOWN ROAD, SUITE 201 HARRISBURG, PA 17110-9670 Attorney for: PLAINTIFF Telephone: 717-540-9170 Supreme Court ID No. 209536 L.L. Due Prothy $2.00 Other Costs Deputy Steven J. Schiffman, Esq. Jeni S. Madden, Esq. PA ID Nos. 25488 & 209536 SERRATELLI, SCHIFFMAN & BROWN, P.C. 2080 Linglestown Road, Suite 201 Harrisburg, PA 17110-9670 (717) 540-9170 sschiffinankssbc-law.com j madden&ssbc-law. com COMMERCE BANK/HARRISBURG, formerly COMMERCE BANK/ HARRISBURG, N.A., IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. : NO. 2009-2568 JEFFREY D. WINAND, YOUR FLORAL CONNECTION, INC., and TERRY A. WALTON : CIVIL ACTION -LAW Defendants WAIVER OF WATCHMAN Any Deputy Sheriff levying upon or attaching any property under within Writ may leave same without a watchman, in custody of whoever is found in possession, (after notifying such person of such levy or attachment), without liability on the part of such Deputy or the Sheriff to any Plaintiff herein fer any loss, destruction or removal of any such property before Sheriff's Sale thereof. 12-ha dt" Jeni . Madden, Esquire A ey for Plaintiff