HomeMy WebLinkAbout01-1473name (last name first if individual) and mailing address:
Debtor name (last name first if individual) and mailing address:
fa
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Secured Party(les) names(s) (last name first if individual) and address
(~(or security interest information:
Assig'ml'e(s) of Secured ~y name(s) (last name first if individual) and
address for security interest information:
2a
Special Types of Parties (check if applicable):
[] The terms "Debtor" and "Secured Party" mean "Lessee" and "Lessor,"
respectively.
[] The terms "Debtor" and "Secured Party" mean "Consignee" and
"Consignor," respectively.
[] Debtor is a Transmitting Utility.
3
SECURED PARTY SIGNATURE(S)
This statement is filed with only the Secured Party's signature to perfect
a security interest in collateral (check applicable box(es))-
a. [] acquired after a change of name, identity or corporate structure of
the Debtor.
b. E3 as to which the filing has lapsed.
c. already subject to a security interest in another county in Pennsylvania-
[~when the collateral was moved to this county.
[]when the Debtor's residence or place of business was moved to
this county~
d. already subject to a security interest in another jurisdiction-
[]when the collateral was moved to Pennsylvania,
[]when the Debtor's location was moved to Pennsylvania.
e. [] which is proceeds of the collateral described in block 9, in which a
security interest was previously perfected (also describe proceeds in
block 9, if purchased with cash proceeds and not adequately
described on the original financing statement).
Secured Party Signature(s)
(required only if box(es) is checked above):
STANDARD FORM - FORM UCC 1 (7-891
Approved by Secretary or Commonwealth of Pennsylvania
4
FINANCING STATEMENT
Uniform Commercial Code Form UCC-1
IMPORTANT-Please read instructions on
reverse side of page 4 before completing
Filing No. (stamped by filing officer):
Date, Time, Filing Office (stamped by fding officer
This Financing Statement is presented for filing pursuant to
and is to be filed with the (check applicable box)
[] Secretary of the Commonwealth. ·
~othonotary of ~ ~t~
[] real estate records of
~ C0unty.
County.
Number of Additional Sheets (if any):
Optional Special Identification (Max. 10 characters):
COLLATERAL
Identify collateral by item and/or type:
~LL INVENTORY, ACCOUNTS, GE~'~RAL INTANGIBLE~ AND
FQUIPML~A~; WHETHER ANY OF THE FOREGOING IS OWNED
~OW OR ACQUIP~'~ LATER; ALL ACCESSIONS, ADDITIONS
.~EPLACS"~EA~S.· AND SUBSTITUTIONS RELATING ~ ANY
DF THE FOREGOING; ALL RECORDS OF ANY KIND RELATING
I~ ANY OF THE FORE~OING; ALL Ri~L~RDS RELATING
TO ANY OF T[~ FOREGOING (INCLUDING INSURANCE,
G~'~E~AL INTANGIBLES AND OT[.~CR ACC~DUNTS PROCEEDS) ..
[] (check only if desired) Products of the collateral are also covered.
Identify related real estate, if applicable: The collateral is, or incl~s (c~ appr~/iate box(es))-
a [] craps growing or to be grown on ~ ~
c. [] minerals or the like (including oil and gas) as extracted or~ ~! ~ ..~
d [] accounts resulting from the sale of minerals or the like (~L~9 oil .¢~1 9as~;;~e wellhead
Street Address: ~-. ?~ ~ ~ I-.'~
Described at: Dook __ of (check one) [] Deeds [] Mort~..~ls, at.~e(s) ~
for County Uniform Parcel Identifier
[] Described on Additional Sheet
Name of record owner (required only if no Debtu~ has an interest of record):
DEBTOR SIGNATURE(S)
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RETURN RECEIPT TO:
NOTE - This page will not be returned by the Department of State.
(1) FILING OFFICE ORIGINAL
1;
COMMERCIAL SECURITY AGREEMENT
THIS COMMERCIAL SECURITY AGREEMENT Il entered into between GUE]:IICH LTD D~A SINGER SPECS (~ to bMow M, 'GreMoi'");
~nd PNC BANK, NATIONAL AS~OCIA'I'ION (1~ to bM(w/~ "Lender"). FM ¥lliUabkl one, GrI~,,M ~lre~f,~* to ~ · aet~udly
Inte'~t In the Co#MMM to Ncum gm I~ and ~ thai Lender M have the dght~ Mated In thta Agrem~ont wflh raslwd to
the CeftalMId, In -d0#~orltD etl oll~f flglll$ wldoh L~n4er may have bY I~'/.
DEFINITION~. The thtiovdng wor~ M ~ the fo~towthg m~nthg~ when u~d in tl~ A~l~nt. Terms not oth~vd~ defined in ~ Agr~mant
shaJ have ~ meanlng~ &tt~Duteb to such tanns in the Uniform Commen=lai Code. ~ reterancas to doaax amounts ~ait mean amo~nta i1~ tsw~i
money of the United Statze of Amerios.
meditled trom time to ami, together with all exhibits and ~hedulas attached to this Commercial Security A~eement from time to time.
CofiefMli. Tns word ~,~[aterir' means the fotiowtng desorit~d propMty of GrantOr. wE~th~' nc"# o'#n~K~l Or hem~ftar acquired, whMher now
ex[ating or horeefllt axing, and whe/~,~w
~1 W, chMtM M, aggmmts, W end ~mmml Inton~llM~,
~n edd~Qn, the w~d ~otiefer~ includas ill the ~lowing, whether now owned or herMt~' IccIzJ~d, whether now e~stlng or ha~ ~sing,
(a) .~ attichmanb. Icc4~tons, acceder[as, to~s, parts, Supplies, incmasas, and additions to and all ~diauements of and substitutions for
(b) All products and produce of ~ of the pro%ns~y dos~tbed In this CQtiataml ~ctlon.
(c) All accounts, gensrel intangibles, instruments, rents, monies, payments, and all other rfghts, a~sthg out of a sale, lease, m other
dlspoNtion of any of the prof~ dasoril~cI in this Cotleterai section.
(d) NI proceeds (including insurance proceeds) from the Sale, desfruciton, loss, or other dispc~tion Of any of lhe proJ~ descr~:~d i~ this
CoMtsrel section.
(e) All recorda and ctat'' relating to any of the prope~y da~oribed i~1 this Colleferal section, whether in the form of a writing, photograph,
mioro~lm, mlorefiche, or aleofront~ ~ together with ~ of Gran~or's right, line, and interest in and to att computer Sattwara required to
utilize, create, maiofain, and proc.ss any such records or data On electronic media.
Event of Default. The words "Event of Default' mean and include without limitation any of the Events of Default sat fc~-th below in the section
Or~ltOr. The word "Graotor' means ~MERICH LTD DBA SINGER SPECS, its successors and assigns.
Guel. anto~. The word "Guarantor' means and inctudos without [Imi~tton each and all of the guarantors, sureties, and accommodation parties iff
connsc~on with the Indai:)tadnsss.
Indeht~dneaL The wool 'lr~d~)ta~nass' t/~ans the h'l~e~ted~!~s~ e~denosd I~y the Nota, including al~ I~tnsipai and interaet, together with ail
other indebtedness and costs and ex~en~s f~ which Grantor t~ re~oonsible under this Agreement or unde~ any of the Related Documents.
addition, the word 'lndabtadnsss' Jncfu~ aJ other ~btig-,Itons, debts and I[abil~flos, plus interest the~on, of Grantor, or any one ~ mom of
them, to Land~, as wall as all claims bY Lertd~ aga~st Grantor, or any one or more of them, wheth~ ex,sling now or [atec whether they are
vclunt&ry or involuntary, due or not due, direct or thdir~-.t, absolute or contingent, llquid~tsd or unllquideted; whether Grantor may ba lia~ln
individually or Jo~ntiy witi~ others; whethec Grantor may be obJigatscl es guarantor, surety, accommoc[aiton party or o~erwisa; whether recover7
upon such incta~tKIness may I)e or harasfter may become barred by any statute of limitations; anti whether Such indebtedness may be ~
hereafter may become othene~ unentofx~lll~/e.
Lender. Tha word ff.ande¢' rnesns PNC BANK, NATIONAL ASSOCIATION, its successors and assigns.
NOto. The word "Note" means the note or credit agreement dated December 5, 1997, in the principal amount of $~5,200.~0 from GUERICH LTD
DBA SINGER SPGCS to Lander, tnged~' ~th ail renewals of, exter~on$ of, mOdiflca~onS Of, reflnancings of, consclidations of and substitutions
for the note or credit agreement.
Related DocumenM. The worda 'l:tststad Documents' mean and include without limitation all promissory note~, oredit agrsamanis, Ioa~
agreements, ®nvtronmentai a~ guamrrt~s, secur~ agrasma~is, mortgages, deeds of trust, and all other instruments, agreements and
documents, whether now or hamettsr extsting, executed in connection with the thdebtadnnsa.
RIGHT OF SETOFF. Grantor hem~y grants Lerlder ii confraotuai possa~o,'y Sacurffy interest In and hereby ~sig~, con~, detivere, pledges, and
transfers all of Grentof'S right, title and interest In and to Grenthr's accounts with Lender (whether checking, Savings, or some othe~ ~ccount), incJuding
all accounts held J~ntly with someone else and all accounts Grantor may o~n in the (uture, e~cluding, however, all IRA and Keogh accounts, and 8JI
trust accounts for which the grant of a security interest would be prohibited by law. Grantor authodze~ Lender, to the extaot permitted by ~p~ltcable
[aw, to oharge or Satoff all IndabtacInsss against any and a~ such accounts.
C~IGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follow~:
Orga~lzetlofl. Grantor is a ¢orpc~'~flon which is duly organized, validly existing, and in good standing under the [aw,~ of the Commomveaith of
Pennsyiven[a. Grantor has its chief executive office et 36~5 DWAYNE AVENUE, MECHANICSBURG, PA Y7055. Grantor will notify Lender of any
change in the Iccation of Greotor'$ chief azecutive office.
AtWtortzettofl. The execution, dative% and I~rformance of this AGreement by Grantor have been duly iluthorlzed by al3 nscessary action by
Grantor and do not contiict with, result in a Violatiorr of, or conslffuffe a defauit undor (a) any pro.sion of its arflclm of incorporation or
organization, Or bylaws, or any agreemnnt o4' other inainJmant binding upon Grantor or ~Q) any law, governmental re~lu[ation, court decree, or
order applicable to Grantor.
12-05-1997 COMMERCIAL SECURITY AGREEMENT
Loan No
~ ~ ~ ~ ~ ~ ~, ~ ~ ~fl now L~S in~ ~ ~ end d ~M ~ ~ n~ ~ fo
GM~ ~ ~mbuM ~n~ ~ ~ Wfm fha p~on and t~ ~nfln~ ~ ~ ~n ~ ~s ~u~
i~t in ~ ~. Gmnlm p~mp~ ~ n~ L~ ~ any c~ in Gmnl~s ~ I~ ~y c~ ~ ~ ~u~
No Vlol~. T~ ~uffon and dMiv~ of th~ Ag~ment ~ll not ~oiate any law or egr~nt gowni~ Grantor ~ to w~h G~nt~ ~ a
pa~, and i~ c~te ~ a~l~ of i~aflon and b~ do not prohibit any t~ ~ condiaon of this
En~e~lll~ of ~I~M. TO lhe ~nl the COlW~M cons~ ~ a~oun~, chaffM p~, ~ ~n~ i~ngib~, the ColMt~ ~ en~M
in ~dan~ ~ffi i~ t~ms, ~ ~ui~, and compl~ w~ appl~b~ ta~ co~ni~ f~m, co~t an~ ~n~ ~ p~a~on and
and ~1 p~ ~pMdng to be obl~t~ on t~ CoIla~ ~ auth~ end ~ to con~ and ~e in fa~ oDl~a~ u ~y ~ to
on the C~M. At ~he dme any a~ount ~om~ sub~ to a ~u~ inter in Mvm of Lend~, ~ a~ount sh~ be a g~ and valid
a~ount Mprwn~ an undispu~, bo~ fide Ind~n~ in~u~ by the ~ount d~t~, for ~c~n~P~ h~d subj~ to ~
Jns~cflons ~ th~elof~e shipp~ ~ qMiv~ Ou~uant to a con~ of ~, ~ ~ ~ t~et~om p~or~ by Grantor ~th m f~ the
a~ount d~f~ t~e Sba8 be no Mlof~ ~ counl~ ag~nst any s~h a~o~nt; and no agr~nt un~ wh~h any d~fions or
d~oun~ ~y be cl~m~ sh~ M~ ~n ~de ~th the a~ount d~t~ ~t th~ ~i~ to Lend~ in
L~ M Ihe CMI~. Gmnt~, .~en ~u~ of ~nM, w~l ~e.~ ~o ~n~ in f~ M~ to ~ e ~ of r~l
and C~t~ I~flo~ r~t~ l~ ~ant~s op~fions, i~udi~ ~t~ ~mi~on t~ ~: (a) a~'r~ ~ ~ m ~
by Granf~ (b) ~1 ~ pr~ ~ng mn~ ~ I~ by Grant~ (c~ ~ ~a~ f~ ow~, ren~, ~, ~ b~ ~ by Gmnt~ and
(~) ~1 ot~ pr~ wh~ C~M~el ~ ~ may be I~. ~ec+ ~'~ ~e ~i~ cou~ ~ i~ b~, Gmnt~ s~l not mmo~ the
C~at~ ~om iffi ~flng t~fio~ ~thout the pd~ wd~n ~nt of
R~vM of ~1~. Gmnt~ s~ll k~ t~ C~Ia~ (~ to t~e ~ent t~ C~MtM~ co~s~ of inedible pr~ s~h ~ ~oun~, t~
~m~ con~ning t~ Colle~) at Gmnt(s add~ shown ~o~, M at s~h o~ I~o~ ~ ~ ~M to LenM. ~t in t~
mdlna~ cou~ of i~ buN~, in~udlng t~ ~1~ of inventS, Grant~ sh~l not mmo~ the C~ ~om i~ ~ I~flo~ ~ffio~ ~e
wdffen con~nt of Lend~. To the ~ent that the Colla~M con~s~ of veh~l~, ~ otW ~ pr~, Gmntm s~l not ~e ~ ~ a~
action w~ich would ~uim ~pl~on ~ ~ ~ title ~ t~ Veh~l~ outdo the ~mmonw~h ~ Penns~n~, ~tho~ ~e pd~ w~n
con~ of Lend~.
Tr~flona InvMvln~ Co118~. ~c~t for in~nt~ s~d or a~oun~ c~l~ Jn the ~din~ cou~ of Gmnt~s busing. Gmnl~ sh~l
not ~1, o~ to ~1, or oth~i~ ~ or di~ of the CollaWr~. Whi~ Gmnt~ ~ not in ~ult und~ th~ ~nt, Gmntm ~y ~1
inventor, b~ onty in ~e ordi~ cou~ of i~ b~n~ and only to buy~ w~o q~i~ ~ a buy~ in the ~dinaq cou~ of bu~n~. A ~
the ordinary cou~ of GMnto(s bu~ d~ not include a ~ns~ in pa~ or to~l ~flon of a d~t or any bulk M~. Grantor sh~l not
plods, mod~ge, encumb~ ~ oth~i~ p~mit the C~tM~ to be subj~ to any lien, ~u~ inter, e~um~m~. ~ c~ge, othM t~n the
s~ud~ intent pro~d~ for in thW ~r~nt, ~thout ~e pdM wdffen con~nt of Len~. ~is i~ud~ ~u~ in~ Mn if junior in dght
to t~e ~ud~ inter~ gmnWd under thia ~r~menL Unl~ w~v~ by Lend~, ~1 pr~ ~om any di~on of the Cofla~ (f~ w~t~
r~s~n) s~a be ~d in ~t for ~nder ~d shall not be commingl~ with any ot~ ~nds; pro~d~ howew, thia r~uire~nt s~l not
constitute con~nt by Lender to any ~e or oth~ disp~fion. Upon r~eipt, Grantor s~tl immediately d~iv~ any s~h pr~ ~o Lend~.
Title. Grantor mpr~n~ and w~nW to ~nd~ thai it ~ol~ ~ and ma~e~M fl~ to the Collat~al, ~ and cl~r of ~ fiens and
encumbranc~ except fm the lien of this Agr~ment. NO thawing statement cove~ng any of the Cotia~ is on ~e in any pub~ ~e ot~
t~n tho~ which refl~ the ~ inter~t ~t~ by thia A~r~me~l or to which Lend~ h~ sp~fl~ con~nt~. Gmnt~ shall ~nd
Lende(s H~h~ in the Collat~ ag~nst the claims and demands of ~1 oth~ ~ons.
~llMerM ~h~u~ ~d L~ ~ o~n ~ ~nd~ shall r~uim, and inso~ ~ the CotiatM~ co~ of a~oun~ and
in~ngibl~, GmntM s~ll d~lv~ to Lend~ ~h~u~ of S~h Collat~aJ, including s~h information ~ Len~ may r~m, in~udi~
~mite~n ~ end ~ddr~ of a~ount debt~ en~ agi~s of a~oun~ and ~en~ in~ngib~. In~f~ ~ the C~lal~ co~ of
invento~ and equi~nt, ~ant~ s~ll ~ to Lend~, ~ often u LendM ahall require, s~h lis~, d~pflons, and d~gneaons ol sUC~
MMn~ce ~d I~Wn M Coll~M. Grantor shall main~in all ~ngi~le CoIlater~ in g~d con~ifion and r~air. Grant~ will not commit
or permit ~amage to ~ d~tr~flon of the Col~t~ ~ any pad of the Collater~. Lend~ an~ i~ d~ignsted r~n~ a~d agen~ shelt
have the dght at all r~onable fim~ to ~mine, insp~t, and audit the CoJlatMal w~e~ I~t~. Grantor sh~ immediat~ no~ Lend~ of
all ~ invol~ng the return, relation, r~on, ~ or damage of ~ to any C~l; of any r~u~t for c~ed~ or adj~nt m of any
oth~ dispute adsing wit~ r~p~t to the Colla~; and gently of all happenin~ a~d e~n~ a~ng ~e Coat.at ~ the value ~ the amount
of the CollatorS.
T~e~ M~e~ts ~d ~ G~nt~ will pay w~n due ~J ~. ~nW end liens upon t~ CoM~M, i~ uM ~ op~a~on, upon this
Agr~nt, upon any promi~ note or not~ e~de~ing the Ind~dn~, ~ upon any of the ot~ RMt~ D~u~n~. GrantM ~y
withhold any s~h payment ~ ~y ~ to cont~t any lien if Grant~ ~ in go~ ~ffi condu~ an ~pr~M~ p~ng to co~t the
obfi~fion to pay an~ so long ~ Len~s int~t in the C~lat~ ~ not j~di~ in Lend~s s~ opinion, if the Cot~ ~ s~ to
lien wh~h is not di~ha~ within fi~n (15) ~, Grantm s~ll d~t with Lend~ ~h, a su~ient c~ate sure~ bond ~ ~h~
~lis~cto~ to Lender in an amount ad.uaw to pro.de f~ t~ di~h~e ot the ~n pl~ any in~t, c~, a~' f~ ~ oth~ ch~ t~t
~ ~r~ ~ ~ t~ult of ~ m ~ ~f the C~la~l. In any con~t Grant~ sh~l deMnd i~ and Lend~ and s~ Mfis~ any
a~v~e ~u~nt before enforceme~ agent the Collateral. Grantor s~l name Lend~ as an addJflo~ obl~ und~ shy sure~ bond
furnis~ in the cont~t pr~di~.
~mpllance With Govemmen~ R~ulr~. Grant~ shati comply promptly with ~ ~ws, o~nan~, ru~ and ~fl~ ~ all
~ov~nme~t~l ~uth~, ~ow ~ ~r in e~t. ~pliMble to the ownemhi~, ~roducflon, d~osifion, ~ ~ cf the Col~ter~J. Grantor may
cont~t in good f~th any such I~w, ordi~ Or r~u~flon and withhold complMq dudng any pr~di~, i~ludi~ appropriate apes, so
long ~ Lende(s fn~r~t in the CollatMal, in Lend(s opinion, is not jeop~di~d.
~dous SUbSt~c~. Grant~ repr~n~ and waffan~ that the Coilat~al nevM h~ b~n, and ~ w~ ~ ~ ~ u thia ~r~ment
re.ins · lien Gn ~he C~I~, ~d for the gen~afion, manu~ctum, storage, tran~o~fl0n, tr~tment, disp~, rel~ or thr~tened
A~ of 1980, ~ amended, 42 U.S.C. ~on ~1, et s~. ("CERC~, the Su~edunG Amendmen~ and R~ho~flon ~ ~ 1~, Pu~. L. No.
1'2,-05-1997
Loan No
COMMERCIAL SECURITY AGREEMENT Page 3
(Co~nue=')
gg-499 ("SARA"), the Hazardous Matlltia~ TmnAoo~tallon Nfl, 49 U.S.C. Section 1801, et seq,, the Resource ConsM~tion end Rocove(Y Act, 42
U.S-C. Section 6901, et seq., or ettmr epplicet3ta state or Federal taws, rule~, or regutations adopted Dumu~nt to em/of the fo~going. The terms
lng I~t~, TI~ r~r~nti~Qr~ inO warrantla contained h~'ein are bll~KI on Grant0r'~ due diligence In inv~ligatlng the Ggll~t,f~l for
hazardous wastes and substance. Grantor he*'ehy (e) reta~se~ and waives any futura clain~ agalnM Lender foe' indemnity or conthbution in the
event Grantor becomea II~le for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lender against
any end all c~ms and Ioss~ resulting from a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment
of the Indebtedness and the satisfaction of this Agreement.
Malnterranel of C~ty In~uraace. Grantor shall procure and malnfath ell dsks insurance, including without limitation fire, theft and liability
coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages encl basis
reasonably eccebfa~la to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender,
will deliver to Lender Eom time to time the policies or cadfficalea of insurance in form satisfactory to Lender, including stipofations that coverages
will not ha cancelled or diminished without at least fan (10) deys' pdor wdtfan notice to Lender and not including any disctsJmer of the insurer's
llebitity for failure to give such a notice. Each insurance policy aisc shall include an andomement providing that coverage in favor of Lender will
not be impaired in any way by any act, omission ur default of Grantor or any other person. In connection with all policies cov~ing assets in
which Lender holds or is offered a security interest, Grantor will provide Lender with such loss payable or other endorsements as Lander may
require. If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated
to) obtain such in~urance as Lendm' deems appropriate, including if it so choosee "single interest insurance," which will cover only Lenders
interest in the Coalfaral.
Apptica~ of InSurance Proceeds. Grantor shall promptly notify Lender of any toss or damage to the Coltsfaral. Lender may make proof of
luss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of a~;y insuranc~ on the Colfataral, incfuding accrued proceeds
thor~o~l, shall b~ field by Lender as part of the Colfateral. If Lender consents to repair or r~diecement of the damaged or dasti'oyed Cotiatm'al,
Lander shall, upon sa~factory proof of expenditure, pay er reimburse Grantor from the proceeds for the reasonable cost of rebmr or restoration.
If Lender does not consent to repair ur ref3lacament of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the
Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not bean disburs~ within s~ (6) months after thal~ receipt and
which Grantor has not commidsd to the rebait or restoration of the Collateral shall be used to prepay the Indebtedness.
In~Jra~¢e Reeafve& Lender' may re¢luire Grantor to n~ntaln with Lender resents for payment of insurance premiums, which reesn/ea shall be
created by monthly payments from Grantor of a sum asltmefad by Lender to be sufficient to produce, at least fifteen (15) days before the
premium due dafa, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reean'e funds
are insufficient, Grantor shall upon demand pay any deficiency to Lander. The reserve funds shall be held by Lender as a general defleslt and
shall constifufa a non-interesl-~ng account which Lender may satisfy by payment of the insurance premiums required to ba paid by Grantur
as they become due. Lander does not hold the reserve funds in trust fur Grantor, and Lender is not the agent of Grantor fur payment of the
insurance premiums required to be paid by Grantor. The responsibility for the payment of pramiume shall remain Granfor's sole responsibility.
Insurance Reporta. Grantor, upon request of Lender, shall furnish to Lender reports on each e]dsting policy of insurance showing such
information as Lender may reasonably request including the following: (a) the name of the insurer; (b) the risks insured; (c) the amount of the
policy;, (d) the property insured; (e) the then current value on the basis of which Insurance has been ob{alned and the manner of determining
that value; and (1) the expiration defa of the policy. In addition, Grantor shall upon request by Lender (however nof more often than annually)
have an independent ebpraiser satisfactory to Lender dafafmina, as applicable, the cash value or replacement cost of the Collateral.
~RANTOR'S RIGHT TO 1~3SSE$$1ON AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to
accounts, Grantor may have possession of the tangible personal property and beneficial usa of all the Collateral and may usa it in any tawful manner
not inconsisfant with this Agreamect or the Related Documents, provided that Granto~s nght to possession and beneficial usa shall not apply to any
Collateral where p___,~_ 'on of the Coltstsral by Lender is required by law to perfect Lender's sacurity interest in such Collateral, Until cthefwisa
notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Event of Default exists, Lender
may exercise its dghts to collect the accounts and to notify ec¢ount debtors to make payments directly to Lende~ for al;)plication to the Indebfadnses.
If Lender et em/ time has poss~on of any Cotiafa*al, whether before or after an Event of Default, Lender shall be deemed to have exemisad
reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lend~, in
Lender's sole discretion, shall deem approprtafa under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to
I:e a failure to exercise reasonable care. Lender shall nof be rabuired to take any steps necessary to preserve any dghts in the Collateral against pdor
I:ertias, nor to protect, preserve or maintain any secudty interest given to secure the Indebtedness.
EXPENDITURES BY LENDER. If ,~of dl~¢hergeq or ;:aid when ~]ue, Lender may (but sh~'~ll not bu obligated to) ,3ischarge or pay any amounts
required to be discharged or Dald by Grantor under this Agreement, including without limitation all taxes, liens, secudty interests, encumbrances, and
other claims, at any time levied or placed on the Collateral. Lender also may (but shall not ba obligated to) pay all costs for insuring, maintaining and
preSerVing the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest et the rate charged under' the
Note from the date incurred or paid by Lender to the date of repayment by Grantor. Ail such expenses shall 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 ba appodlonad among and be payable with any
i~fallment payments to become due dudng either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note, or (c) be
teated as a balloon payment which will be due and payable at the Nota's maturity. This Agreement also will secure payment of these amounts. Such
~tghi shall be in addition to all ofher rights and remedies to which Lender may be entitled upon the cccun'enca of an Event of Default.
EVENTS OF DEFAULT. Each of the follow!rig shall constitute an Event of Default under this Agreement:
Oefaull on IndeMedne~,. Failure of Grantor to make any payment when due on the Indebfadness.
Other Defaults. Failure of Grantor to c~t'fi~ly with or to perform any other term, obligation, covenant or condition contained in this Agreement or
in any of the Ralafad Documents or in any ofha- agreement between Lender end Grantor.
Fetea Statemenle. Any warranty, representation or statement made or furnished to Lender by or on behalf of Grantor under this Agreement, the
Note or the Related Decumenfa is talsa or misleading in any material respect, either now or at the time made or furnished.
D~fective Colfaterallsatlon. This Agreement or any of the Related Dccuments ceases to be in tull forge and effect (including failure of any
Collafaral dccumenfa to create a valid and perfected security intcrest or lien) at any time and for er~y reason,
IneoIvert~y, The dissolution or termination of Granfor's exJsfanca as a going business, the insolvency of Grantor, the appointment of a receiver
for any part of Grunter's propetty, any assignment for the benefit of creditors, any lypa of creditor workout, or the commencement of any
13rocaeding under any bankruptcy or insolvency laws by or against Grantor.
Crebltm, o~' Forfeiture Pro~lngs. Commencement of foreclosure or fodalfure proceedings, whether by judicial proceeding, self-halp,
raPOport or any cther method, by any creditor of Grantor or by any governmental agency against the Collateral or any other collateral
Securing the Indabtedneos. This inclucles a garnishment of any of Grantoris deposit accounts with Lender.
12-0.6-1997 COMMERCIAL SECURITY AGREEMENT P~ge
Loan No (¢onUnue [)
Eventa Affecting Guarantor. Any of t~ p~ Mn~ ~um ~th r~ to any G~nt~ ~ any of t~ Ind~n~ ~ s~h Gu~ra~t
~v~ Ch~. A ma~ a~ c~ ~u~ in Grantors ~a~ co~diflon, ~ Lend~ b~v~ the pr~ of pay~nt
RIG.S AND REM~IES ON D~T. If an E~nt of De~ult ~m un~ this ~ment, at any time theraflu, Lend~ s~l ha~ ~1 the dgh~ of
folJowi~ dgh~ and remedi~:
Ac~lerate Indebt~ne~ Lend~ may d~l~e the entire Indebt~n~. includi~ any ~mpayment penal~ wh~h Grantor would be mquir~ ~o
pay, immedtat~y due and payable, ~thout no~e.
~mble CoIl~er~. Lend~ may ~quim Gmnt~ to d~iv~ to Lend~ all ~ any p~on of t~ ColOr.al and any and aa ~ ~ fl~ and
other d~umen~ relating to t~ Collat~. Lend~ may r~uim Gmnt~ to a~mb~ t~ C~lat~ and m~e it a~le to ~nd~ al a ~1~ to
be d~nat~ by Lend~. Lend~ ~so shall ~ve ~11 p~ to ent~ upon t~ pr~ ~ Gmnt~ to ~e Go--mn ~ and remo~ the
Cotlat~l. If the Collat~ con~ oth~ go~ not cov~ by th~ Ag~nt at t~e ~ of ~on, Grant= agr~ Lend~ may ~ke
such oth~ g~ds, pm~d~ that Lend~ m~ r~onab~ eff~ to rein ~em to Gmnt~ a~ ~on.
or that of Grantor. Lend~ may ~1 t~ Cotla~r~ al publ~ a~on ~ Gdvate ~. Un~ the C~I th~te~ to ~llne ~ily in val~
is of a ~e customarily s~d on a ~ni~ m~et, Lend~ will give Grantor r~onab~ no~e of ~ time aff~ wh~ any pdvate ~ m any
oth~ intend~ disp~iUon of the Col~ter~ is to be made. ~e r~ui~men~ of r~n~le no~ shat be met if s~h no~ is g~en at ~t ~n
(10) da~ b~om t~ ~e of the ~le ~ dis~oN~on. ~ ~en~ r~ng to l~e d~flon of t~ C~t~al, i~udi~ ~out limi~on the
Agr~ment and s~ri be payola on demand, with inter at the Note rate ~m ~te ~ ~ndit~ until r~d.
a r~mv~ (a) Lender ~y ha~ a r~ app~n~d ~ a ma~ of Hght. (b) the ~ ~y be an em~lo~ ~ Len~ ~d ~y ~
witho~ bond, and (c) ~1 ~ of the ~iv~ and his ~ h~ a~ s~l b~ p~ of t~ Ind~ ~u~ by ~ ~nt and s~l
be payable on demand, with inter at the No~ ra~ ~om ~te ~ ~enditum until ~d.
Coll~l Rev~s, ~ ~n~ Lender, ~h~ i~f ~ thrown a ~, may c~ t~ ~ay~n~, mn~, i~o~, and re~n~ ~m
Collat~. Lend~ may at any time in i~ dictation ~ns~ any Collat~ into i~ own name m ~t ~ i~ nomi~ and ~ ~
ren~, income, and revenu~ th~effom and h~d the ~me ~ ~ud~ for t~e Ind~n~ or ~N it to payment ~ t~ In~ in s~h
ord~ of pre.fence ~ Lend~ ~y determine. Inset ~ the Collat~ consis~ ~ a~oun~, gen~ tn~ib~, imum~ ~,
chaff~ paper, c~ in a~on, or simil~ pmp~, Lender may de.nd, color. ~pt for, ~, core,mmic, adj~t, s~ f~, f~,
realJ~ on the Colla~al ~ Lend~ may det~mine, w~eth~ or not indebt~n~s or Coriat~ is then d~. For th~ pu~, ~nd~ ~y, on
behalf of and in the name ~ Grantor, r~, open and d~po~ of m~l addr~d to Grant~; c~e any addr~ to which m~l and pay~n~
are to be ~nt; and end~ not~, chis, dra~, mo~y ord., d~umenffi of ritie, ins~umen~ and items p~ni~ to ~ayment, ship.hi,
storage of any Collat~al. TO ~ciri~te collation, Lend~ may nofl~ ~count d~to~ and obl~ on any Cold.al to m~e paymefl~ di~y to
Lend~.
Ob~n Deflc~n~. If Lend~ choo~ to ~11 any ~ all of the Col~, Len~ may ob~n a judg~nt a~t Gmnt~ for any
remaining on the Ind~tedn~ due to Lend~ after appleton of ~1 amoun~ r~ from the ~c~ of t~ dgh~ pro~d~ in th~ ~r~nt.
Grantor shall be liable for a deflcien~ e~n if the ~an~flon d~dbed in this sub.on is a ~e of a~oun~ or chaff~ pap~.
Other RI~ and Rem~l~ Lend~ shall ha~ ari the dgh~ and remedi~ of a ~umd cr~itor und~ t~ provisions of t~ Uniform
may have available at raw, in ~ui~, or othello.
Cumulative Rem~l~ NI of Lend~'s ~gh~ and remedi~, whether e~denc~ by ihis ~r~ment or the Related O~umen~ = ~y any ot~
wdfing, shall be cumula~ and may be ~ci~d ~ul~ or concuffenfly. Elation by Lend~ to pumue any rem~y sh~l n~ ~lu~ pumuit
of any other remedy, and an el~on to make ~nditu~ or to take action to p~m an obligation of Grant~ und~ this Agr~ment,
Grantor's failure to p~orm, shall not a~t Lend~s ~ht to d~l~e a default and to ~erc~ i~ remain.
MISC~ ~ RNEOUS PROVISIONS. The following mi~lan~us pro~sJons am a pad of this ~r~ment:
the maffem set fodh in this ~r~ment. NO air.ton of or amend~nt to this Agr~nt shall be e~fl~ unl~ given in wd~ and ~n~
the ~a~ or ~a~ so.hr to be cha~ ~ bound by the elation or amendment.
Applicable ~. This ~r~ment h~ b~n delivered to ~nder and a~epted by Lend~ in the Commonw~th o~ PennsHvan~. {~ thee is a
rawsuit, Grantor agr~ upon Lend~s req~t to submit to the juHsdi~on of the cou~ of the Commonw~th of Penns~an~. Lend~ and
Grantor h~eby w~ve the dght to any ju~ ~ in any action, pr~i~, or counteml~m brought by ~h~ Lend~ ~ Grant~ a~inst the oth~.
This ~r~ment s~ll be go~rn~ by and conskued in a~orda~e with the la~ of the Common~lth of Penns~van~.
A~om~s' F~S; ~. Gmnt~ agr~ to ~ay u~on demand all of Lend~s c~ and ~en~, includi~ aff~' ~ and Lend~s
and Grantor shall pay the cos~ and ~en~ of such en~ement. C~ and e~en~ in~ude Len~s afforn~' ~ and ~
whet~r or not them is a lawsuit, incluQing aff~e~' ~ and I~ ~n~ ~r bankruG~ ~r~dings (and i~udi~ ~ to mod~ or
vacate any automa~ s~y or injunction), ~D~Is, and any an~pated p~t-judgment coll~on ~. Grantor a~o sh~l ~ay al cou~ c~
and such addirionaJ f~ ~ may be dirked by the coud.
~ptlon ~ln~. ~fion headings in t~is Agr~ment ~e for conven~ pu~ only and am not to be u~ to int~ret ~ ~fine the
pro~sions of this ~r~ment.
NOtice. All nofi~ requir~ to be gNen und~ this Ag~ment shall be given in wdfing, ~y be ~nt by t~fa~mile (un~ o/~i~ required
by law), and shall be e~ti~ when sct~J~ deli~r~ or when d~t~ with a nationally r~ni~d ov~night coud~ ~ d~ in the
Unit~ S~t~ mail, fi~t class, p~ge pr~d, addm~d to the pa~ to whom t~e no~ ~ to be given at the addr~ shown abo~. Any
may change i~ addr~ ~r nofi~ und~ th~ ~r~ment by gi~ng form~ wdffen no~e to the ot~ p~, sp~i~ that the pu~ of the
no~e is to change the ~a~s addr~. To the ~ent p~mifl~ by appl~b~e law, if th~ ~ m~ t~n one Grantor, no~ to any Gmnt~ will
constitute notice to ~11Gmntom. For notice pu~, Grant~ wiJl k~D Lend~ inf~med at ~ fim~ of Grant.s cu~nt addr~).
due, owing or ~ayable ~om the Colrat~al; (b) to ~ute, sign and endo~ any and all claims, ins~umen~, r~eip~, ch~ks, dra~ or waffan~
' ' '12:05-1997 COMMERCIAL SECURITY AGREEMENT Psges
,. Loan No (Continued)
~ in payment for the Collateral (c) to settle ~' compromise any And ~11 claims ,,rising un,er the Collateral, and, in the pisce end stead of
.. · ' Grantor, to ~lseor~te &nd bellver its re~ese and settlement for the ctaim; end (d) to file em/claim or claims ~' to take any ~lon or institute Or take
I~&'t in any i~rocaedlrt~, ~ha' in II~ own nam, or in the name of Grantor, Or ofhenvise, which in the discretion cf Lender may seem to be
necess~y Or advisable. This power is given as security for the indebtedness, and the authority hereby conies'ed is end shall he irrevoceble and
shall remain in full force end eff~ until renounced by Landor.
Severoblllty. If ;4 court of competent jurisdiction finds any provision of this Agreement to 'De invalid or unenforceal:~is as to any ~,ereen =
ctrcumstance~ such finding shell not render that provision invalid Or unenforceable ~s to any other pemons or circumstances. If feasible, any
such offending provision shall be deemed to be modified to be within the limits of enforoeeioilify or validity;, however, if the offending provision
cannot be so modified, it shall be stricken end all other provisions of this Agreement in all othe~ respects shall remain valid end enforceat~le.
Succees~r Interests. Ti~ terms of this Agreement shell be binding upon Grantor, and upon Grantor's heirs, ~ersonei representatives,
suceessom, and assigns, end shell be enforceable by Lander end its successors and assigns.
Waiver. Lender sh~l not be deemed to have waived any dghts under this Agreement unless such waiver is given in writing and signed by
Lender. No del~y or omission on the p~rt of Lender in exorcising any right shell operate as · waiver of such right or any other right. A waiver by
Lender of ,, provision of this Agreement shall not prejudice or constitute · wal~- of LendeCs right othenvise to demand strict compliance with
that provtsl~n or any other provision of this AGreement. No pdor waiver by Landor, nor any coume of dealing between landor end Grantor, shall
constitute II waive*' ~f any of Lender's dghts or of any of Grentor's obligations as to any future tm~nsections. Whenever the consent of Lendsf ia
required under this Agreement, the granting of such consent hy Lender in any.instance shell not constitute continuing ccncant to subsequent
instances where such consent is required and in all cases such consent n~y he granted or withheld in the sole discretion of I. endor.
GRANTOR ACKNOWt. EDGES HAVING READ AU. THE PROVISIONS OF THIS COMMERCIAl. ~ECURITY AGREEMENT, AND GRANTOR
AGREES TO ITS TERMS. THIS AGREEMENT IS DATED DECEMBER S, 1997.
THIS AGREEMENT HAS BEEN SIGNEO AND SF.~LED BY THE UNDERSIGNED.
GRANTOR:
RICHARD L. GUERIN, PRTESIDENT .....