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HomeMy WebLinkAbout05-3030 KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET POBOX 11963 HARRISBURG, PA 17108.1963 MANUFACTURERS AND TRADERS TRUST COMPANY Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW v. NO. ()~ -]()36 c~ (JL~&..J-r) ROBERT L. RHODES AND CHERYL D. RHODES CONFESSION OF JUDGMENT Defendants CONFESSION OF JUDGMENT By virtue of the authority conferred by the Note and Guaranty, of which copies are attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor ofthe Plaintiff and against the Defendants for the sum of $27.683.35, and costs of suit. E"~;2'k' J, Attorney for Defendants by virtue of the authorization contained in the Note and Guaranty KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. OS - .l63Q C; Ult ~€JL~ CONFESSION OF JUDGMENT MANUFACTURERS AND TRADERS TRUST COMPANY v. ROBERT L. RHODES AND CHERYL D. RHODES Defendants NOTICE OF DEFENDANTS' RIGHTS A judgment in the amount of $27,683.35 has been entered against you and in favor of the Plaintiff without any 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 to 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 DO NOT HAVE A LAWYER AND 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 Telephone: (800) 990-9108 KEEFER WOOD ALLEN & RAHAL, LLP By: cz. ~ ~- Eugene E, Pepinsky. Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Manufacturers and Traders Trust Company KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108,1963 MANUFACTURERS AND TRADERS TRUST COMPANY Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. OS - .26.36 C;~L v. ROBERT L. RHODES AND CHERYL D, RHODES CONFESSION OF JUDGMENT Defendants COMPLAINT 1, Plaintiff Manufacturers and Traders Trust Company is a New York banking corporation, successor to Allfirst Bank. with an office at 213 Market Street, Harrisburg, Pennsylvania 17105, 2. Defendants Robert L. Rhodes and Cheryl D. Rhodes are adult individuals, whose last known address is 48 Mountainview Terrace, Newville, Pennsylvania 17241, 3. On or about July 30, 2001, Defendants Robert L. Rhodes and Cheryl D. Rhodes, for good and valuable consideration, executed and delivered a Business Access Line of Credit Note (the "Note") and a Continuing Guaranty (the "Guaranty"). respectively. True and correct copies of said Note and Guaranty are attached hereto, made a part hereof and marked Exhibit "A". 4. The Note and Guaranty referred to in Paragraph 3 above have not been assigned by Plaintiff to any person or organization. 5. Judgment has not been entered on the Note or Guaranty referred to in Paragraph 3 above in any jurisdiction. 6. The Note and the Guaranty provide that Plaintiff may confess judgment against Defendants for the full principal balance and interest. together with court costs and with ten percent (10%) for attorneys' fees. 7. The Defendants' obligations are in default. among other things, by reason of the failure to make the payment(s} due to plaintiff. KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108,1963 8. The amount due on the Guaranty as of June 7, 2005, is $26.166.69, of which $24.924,52 is principal, $181.93 is interest and $60.24 is late charges. Ten percent (10%) of and sum is $2,516.66 9, Plaintiff has been advised and, therefore. avers that Defendants executed the Guaranty referred to in Paragraph 3 above for business purposes, 10, Plaintiff believes and, therefore, avers that Defendants' annual income exceeds $10,000.00. 11. This confession of judgment is not being filed against a natural person(s) in regards to a consumer credit transaction. WHEREFORE, Plaintiff demands judgment against Defendants in the sum of $27,683.35, together with interest as may hereafter accrue and costs of suit. Date: June 08. 2005 KEEFER WOOD ALLEN & RAHAL, LLP By: ~~ Pepinsky, Jr. Attorney 1.0. #23702 210 Walnut Street P,O. Box 11963 Harrisburg. PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff __'W" Illt nTI:I SPECIAL ASSETS FAX NO. 717 255 2370 P. 02 Da.C'-D5 Da:Ol FROIl-k..f.r 'cod AllIII , Rahal 1Irz5SlO!D T-147 P.DDT/1IDI Hal KEEFER Wooo AlLI!N & RAHAl. I.lP 210 WAl.N\1T STlIEET PO !lOX 119i3 HAAFllSeUJOfB. PA 1710e.1B&3 VERIFICATION The undersigned Jeffrey S. Linden, hereby verifies and states that: 1. Ho is Assistant Vice President ot Manufacturers OInd Trader:! Trust Company, Plaintiff horein: 2. He is alJ1horized to make this Verification on Its behalf. 3. The facts s<at forth in the foregoing Complaint are true llnd carree! to the best of his l<llOw!ed!il~. Information and belief; and 4. He is aware that false statements herein are made subject to the peneltles of 18 P<l. C.S. ~ 4904, relating to unsworn falsification to authorities. ~enJ. ~~ "... Dalod: JUI'\e 9 .2005 T-2S1 p,OOZ!OOT F-S3S .JUN-OS.OS 14:29 FROM- [~J!!~'~ July.aa., :(OOt BUSINESS ACCESS LINE OF CREDIT NOTE Pennsylvania $25,000.00 BORROWER: ROBERT L RttOoes, an individual Address of resldencetchief executrve office: 48 Mountain VIew Terrace, Newville, Pennsylvania 17241 BANK: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banl<lng corporation with banklng o1fices at Ona M&T PISZII, Buffalo, New York 14240 AttentiOn: OfIice of G9nefal Counsel You, inl9l1dingto be 1"9"lly bound, hereby agree as follows: 1. Deflnltions. Each capllali2:ed ",rm shall have the meaning specified herein a~ the followlng-tlilrms shell have the Indicated ~nlngs: a. "Account" mEl\lTls tile Business Line of Credit established in your name. b. "Account Balance' means the total of Loans. Annual Fees, late charges, over-tha-limltchalgeS, inlere5t, finance charges and <<oy other amounts posted to and owing under your Aooount or this NoIe. c. "Applieable Rate" means 1.5 pm>lnlllge points above lI1e s.nk's prime rate of in_ ('Prime Rats'). Any ct\!lnge in the P~me Rate shall be efl'getive on the first day ofyourBJUlng Period occuring in ll1e calendarquar1Waltar such change In the Prime Rate occurs. " Sea Rider A a1lllched hereto and made a PBrt hereof. d. "AuthOri~ed Person' shall mean, each Indlvfdually, Ro~ l. Rhodea. Mention of !he Authorized perwn's name IS for referenee purposes only and we may rely on e ~on's title to ascertain whether someone is an AutnonM Pe"",n, e. "BiKing Period" means any period ofapproximately a month at the snd of which INS compute the amount to tit blIIed under your Account. f. 'Checking Account" means any commercial checking or NOW account with us which you have reQunted be linked 10 the Account for overdratl proteetion. g. "Credit Une" means the cred~ limit ror your Account and is TWENlY-FIVE THOUSAND DOLLARS AND NO CENTS ($25,000.00). h. 'Une of Cred~ Check" means any direct loan check thai is 1SSU8d by the Bank for use with your ~nL i. 'Loan" means any amount of erlOd~ obtained under your Account and in any otherway including by a Line of Credit Cheek and posted to and owing under your Account J. "Minimum Repayment Fraction' means 1/36 of the outstanding principal amounl of aU Loans at the end oflhelasl day any Loan was posted to your Account before the end of a BUllng Period. k. 'Perlodlc Rate' meane tho Applicable Rate in effect on the day of calc::ulation divided by 365. I. 'We', 'oft', "our", 'ours' and 'Sank" means Manutacw",l'S and Traders TJl.Ist Company. a New York banlc:ing corporatlon WIth its principal banklng offlce atOne M & T Plats, Buffalo. NY 14240. Attention: Oflloe of General Counsel. m. "You', 'your" and 'Borrower" means the person or business who signs below. 2. CrIOdlt Une and Loans. a. We may make any Loan to you In rsRanre upon any oral, telephonic. written. teletransmllted or other request (lite "Requesl(s)") that we in good faith believe to be valid and 10 have been made by you or on behalf of you by an AutIlorized Person. We may aet on the ReQUest of any AulhorWld P9I'00n until we have received from you, and had a reasonable time to act on. written notice revoking the authority of sUCh Aulhorl2ed Person, W1thoutllr'fllllng the generality of the foregoing, you shah be considered to have Requested a Loan by using a Lm. of Credtt Check, sending us InSlt1.lctione by using an M&T QulckBenk A TM <;am or Business Check card linked to your Account. together with your PIN, at any Bank electronic facilities. via M&T Onl.lne or by any other eleelronic m....ns. If!he Checking Account Is tied to your Account for overdraft p~on you authOri>:e usto make a Loan and depostt It Into the Checking Account. without your notice to or consent, if (I) an item is presented against the Checking Account (including, without limitations, che<:kS, fees or services Charges) or you withdrew l\mds or make a transfer from such CMcklng Account and (II) the avaUeble funds in sUch CheCking Account are not sufficient to pay euch item or make the withdrawal or transfer. 1M amount of sUch Loan shall not be less than the dJffaranca between (I) It19 amount of available fund. in the Checklng Account and (ii) the amount necessary to PBY lh9 Item presented against th<;J Checking Account or to effectuate !he withdrawal or transfer. We carl. I>uI will not have to. In!lat all credits ootalned under your Account during any day in weya desOlibcd in !his pa....graph as a single Loan. We shalllnour 1'\0 liability to you or to 8!ly. other DeI>lI!!! as a ~I...ct ,Qr i""Or-.t~IIkIrl~Ry-loa"f>tll'Stlan1 to ",r..I""'ag1 d\lIl, Jf\ll Loans are dillotellO/'I2lii aiiQ8l1' amounts are due upon demand. You hereby _Iva protest, presentmllnt and notfce of erry kind In conneo!ion with !hIs Note, A LOIIn is considered made en the date we post It to the Account. b. YOu agree all Loans will be for business purposes only and notto request a loan: (I) which would eeuse your Account Balance to ~ceed the Credit Lintl: or (il) as e paymenl on what you owe 10 the Bank on Ihe Account or pay any otller lndebtednees from you to Ihe Bank or any of our affiliates axistlng now or coming into existence In the fulUlll, If your Account Balance ever axcoeds your Ctedil Line. you aha/llmmedlatoly J pay U$ the excess. I 3. Payments. ,_'I ^_" Cl,Soo.1n~~.p~12I99lRK __ ..-M. ___~____ JUK.06~5 14:29 PROM- 1-261 P.003/00T P-3S! --., ~-I .,." ".~QfIlIlt:fILS. All payments rt'lU$t be--. b. Payments. You sh<lll make l38yments 10 us as follows: Minimum Payment AbSent demand for repayment in fuD, you shaD pay. by tile due date shown On any $IIlt8ment for your Account. lit leaet the minimum payment shown on \I1e sQJtement The minimum payment will be !he totlll of: I. Tha Minimum Repayl11ent FraCllon but alleast lhel_ of (a) $10 or (b) the outstanding pnnclpalamounl of all Loan$ at the end of the BiI1ing Pltrtod; ii. All charges for annual fees, lata charges. ovar-the-ftmft charges, eh<lroee for unpalo checl<8, dlehonored checK cl1erges, Expenses. and finance cha'l1es posted 10 your Account during the BlUing Period: and Ill, The minimum p..ymant $hewn on tile preceding statemen1 for your Account 10 \I1e extent that ~ remains unpaid at the end of the 6lDlng Period. Indusion In thll minimum payment of this Rem (ill) will not gl'19 you any addltiona11lme to pay them, and thllY will remain im!"adiately due. Paying mOra than the minimum paym.nt wiD not ren~ you of the Obllgallon to pay any mlnlmlJlT1 payman! shown on any future statements for your Account 4. Default Ril.t.. If you fail to pay any amount under this Note when due, we may In our sol" discretion, Increase the Applicable Rate to 5 pe(Canlllge points per year above the othelWise applicable rate pw year (the -DerauD Rate') and any judgment entered he190n or otherwise in connection with any sullto colled amounts due hareunder shall bear interest at such Dafault Rate. 5. Plnanw Charges. a. AcetuaI of FInance Charges. Finance charges wiD begin to accrua on any amount included in your Acoount Belanee on the cay ftls post$C! to your Account b. CornputBtlon of Flnence ChaJgeS. The ftnance charge will be figUred this way: (1) Each ~ay in the Billing Period, we will start with your Il.I;COUnl SaIence 81 \I1a beginning of that day. We will add to It,,1I Loans posted to your Account thBt day and subl7act from it all payments and credits posted to your Account thBt day end all charges for Annual Fe...., late eharg&$. over-lhe-Ilmltcharges, chargesfor unpaid Line of Credit ChecI\S. disl'lonorad chGCkcharg~ and financil cherges incJuclGd in your Account Balance aflarthe appllClltfon of the payments and credits to your Il.ccountSalance. The result will be the total of Loans Included in your Account Balance for !hat day. \ (2} Each day in thil Billing Period, we Wllll'/11JJtijlly tne total of Loans included in your Account Balance forthat day by the Periodic Rate in .tmct on thet day for LoBl1S. n.. result will be tha finance charge for Loans for.that day. (3) We will aQd up the finance charges for Loans for all the days in the BUling Pariod. If your acoount also ects as an overdraft line ofCl9dit fora Checking Aocount, the loan service charge for advances made to prevent overdrawing your Qhecklng accoont. will remain for eech LOlIn posted at $1.00 but only foroverClrallloena. W. may change the overdral'< charga from tlmetotime in our sole discretion. c. Maximum Legal Rate, The maximum Interest rate charged under tIlIll Note shell in no llVent exceed the maximlJlT1 rete permitted by appllcable law (the 'Maximum Legal Rate"). Solely to !he extent necessary to prevent inteTe$! under this Note Irom eXceeding the Maximum Legal Rat". any emount that WOUld be treated as excessive under a final judlclallnlelJ)fEll1ltion of applicable law shall be deemed to ""va been a mistake and automatically caneeltld. ano. If received by us, shall be ralund$C! to you. 6. Fees, Charges and Expen".... You a9_lo pay on demand (I) all applicable fees and chargON as set forth below and ee may be changed from 11m" to time at OUr sole dlSCl'etlon, and (ii) \he E>cpenSljs as defined below: a. Annual Fee. You will pay a non-refundabl$ Annual Fee of 11250.00. This ill a fae for tile conven'-nee of having your Account and not a fee you pay in axchange for having a specllled imount of credit available unoer your Acc:oun! for a specltied period oftllllil. this fea will be billed to your Account each yeer illS long as your Account remains open. whether or not credft is obtaill$d under your Account. b. Late Charges. If the minimum paymenl shawn on any statement for your A<:count Is overdue for 10 or more days. you must pay a late Che'l1e which shall ba either oflhe following as we may select in our discralion {I} $20 Or {ii} 5% of suCh minimum payment shown on a s!lIlement for your ACCOunt; provided, hOW8V$r, that any exoo" collected by ml$!ake shall be refunded on request, and each such late charge shall be separately chElrged and _ed by the Benk. e:. Over._Lim~ Charges. If your Account Balance exceeds your Crelllt Line al any time during any Billing Period. you must pay an o_-the-lln1lt cIlarge of $20 for the BlIIin9 PllrIod, d, Charg.... for Unpaid Line 01 CreCllt Checks. For each Line ofCradlt Check that we do no! pay because you are in violation of, or our paying thatl.lne of Credit Check WOUld cause you 10 be In violation of, any provision oflhls NQte, you must pay a charge of $20 rorlhat Line of Credit Check. e. Dishonored ChllCl< Cna~es. If you use a ch~ to.~y any,~.!!'Cl~ OVM.ll.,\lryder your Al'CQunt and the check is not P'!kl, you must pay . " dishonored check charge not.n axce8$ oflhe alilounrpermltteo by applicable Isw. f. Expenses. You shall pay on demand, all OO$!s and elCpljn_lnCIJ~ by us from time 10 time wilh reg"rd to thiS Note (including wIll'lout limitation attorneys' fees and diSbursements whelher for internal or 0_ counsel). negotiating or documenting a workout or reSll1.lolurin9. or preserving Its rights or realiZing upon any guerall\y Of other secI.Ir1ty far the payment of this Nole ("Expenses"), 7. Application and Ctedftlng of Payments. a. Appllcllllon. Payments may be applied In any order in our sole dlscnoUan but pritJr to damand, we will epply any payment po_ to your Account d~:: a: Billing Period 10 your Accoufll Balance at \he besln:ing of the Billing Period in the following oraer: (1 l:=--chargea ~ J T-lSI P.004/00T F-lla .. .._..._ "'l'\;lnlfIlU,';lIarges, JUN-OS-O! 14:10 FROM- ___,_....."M YVUI -=ounllorthe preeeding BilUng Period. {6} total Loans shown ___ _'_ .,.....",,,, <VI your ACCOunt forth" preceding Bming Perlod. and (7) new Loans. b. Crediting. ExcePt to the _ requl~ by applicable law. any payment we receive for apPlicatiOn to your Account Balance need not be Posted to your Account or considered to have been made undlllle lIllI1 day aftllr the date we rec:elvelt unl_1t is (1) made, in United SlaIes funds, In cash delivered In person or by ac;;ount-epecific check or money ordllf payable to the order oflhe Bank, (2) accompanied by a l>8yment stub for your Account and (3) received by us at the ~ address $lit forth on your statement or at any branch office of the Benk. 8. Bank Records Conduelve. We wlll rMilllain on camputlSf, th&i dele and orlginal prtnclpal amount of aach Loan and your Account aalancs. The Account Balance so maintained mall be presumptiVe llVid<<lce of !he Accountllalance under thIS Note. No fallure by tile Bank to make, and no error by the sank in making. any annotation an any such computer shall alfeet your obligation to pay the Account Balance or sny olhar obligation Mreundsr, 9. Setoff. We shaI1 have the rlghl to S$I off against tM amounb owing under this Note eny property held In a deposit or Otller account wlth us or any of our affiliates or otherwise owing by us or any of our allllietes in any oaP8CllY to you or any guarantor Of endorser of this Note, Such set-01T almll be dlO9med to have beWl exercised Immedfately althe time the Bank or $\/00 affiliate elecl to dO l!Q. 10. Fin:Jnollll and Other Information. If you change the address Or mailing address, change tho name, organization or ownership of the business, or If there is any unfavorable change In your finanCial condition you must promptly notify U$ in writing of the chengf'. Whenever we ask you to do so. you must submit \0 us business and/or personal finanCial statements in a form satisfactory to us. 11. Ca~latton. Modlflcatlon, Suspension or Other LimitallDfl. You can cancel your Account at any time by notlfylng us In writing. The cancehatiOn will not take effect until wo re<:eNe the nolic:e and have a reasonabla time to eel on IL The Account is available Subject to our oontlnuing revIew and right of cancellation. modification. suspension or other limitation at any tlme and for any _ without any notice to you. The eancallation. modific:atlOn. suspension or othar IImil8lion will tak& effect immediately unless we deeida to have II tal<e el!ect taler. If you cancal your Accounl or laarn that we hava canceled it, you must slop using It. prohibit further use of It and retum to us all unused Line of Credit Checks. If you leam thai we hava suspended your Account. you mu51 stop uelng It and prohlbllfurther usa of It. If you leam II1al we have placed any otllar IImil2ltion on your Account, yoU must U$& It Only in accorllance with thalllmllaUon and prohibit Its use exceplln ilCCOrdance with that limitation. c.ncellation of your Account by you or cancellallon. modification, suspension or other IImltetion of your Account by us will not affect :Jny of your Obligations under tIIis Note. 12. Une of Credit Cheeks Our Proper!)'. E~ Line of Credit Cheek IS and will remain our PlOperty and. upon our request, musl be relllmeo to us. 13. Statements; Lost Line of Credit Checks. Any statement foryour Account will be _tto your current mailing addtiSS shown In our records COI'lQmlIng your Account. Any notice you send us concemlng any lOSS, theft or possible unauthorized usa of any Line of Credit Cneel< must be oant to M&T aank. P.O. Box 1303 Bulfak>. New York 14240-4091. 14. Notices. Any demand or notice hereunder or under <lny appliCable iolw pertelnlng hereto shall b9 In writing and duly given if dellvareo to Borrower (allts address on the Bank's records) or to the sank (at the addreas on page one and separately to !he Bank offiCllt responsible for Borrowefs I$\allonshlp with the Bank). Such nolle,. or demand shall be deemed sufftCiently given for all purpo_wiJen delivered (i) by personal dativery and shall be deemed mr.ctIve When d..llverod, or (II) by mail or courter and shall ba deemed effectiva three (3) buslneall days after deposit in an official deposltory maintained by the United SleIes POS! Ollice lor the collection of mail or ona (1) business day aller delivery to a n8ll0nally recognl:l:ed ovemlght courier servtce (e.g.. Federali:xpross). Notice by e-m811 is not valid nol1ce under this Or any other agroement between Elom>wer and the Bank. 15. Stopping Payment of Un" of Credit Check. You can order us not to pay any Line of Credit Check evan If the LIne of CredIt ClIeck was signed by SOmeon.. else. We will not heve 10 follOW the order unlssslt InCludes(1} your Account number. (2) the exaClamounL date and nu_ (If any) of the Line Of Credit Check, (3) the name, exactly as It appears on the Line of Credit Check. of everyone IOwhose omerth.. Une of Credit Check Is peysble end (4) !he name. exactly as It appears on th..Ul14I of Credit Check, of th8 person Who SIgned the Line of Crodlt Check. We will not have 10 foUow the order until we have a reeeon:Jble time to record it against your AoeounL We can. but we will not have to. treat mere than three Orllet1l nollo pay a Line of Credit Check <IS effective al any time. You can canoe! any oKler not to pay a Line of Credit Check even " th8 order was given by someone ..ise, We will not heve to follOW the cancellation unl_ It Is in writing and until we have halls reasonable time to record it agaln9tyour Account. We will in good faith tJy (1) not to pay any Une ofCredlt Check lhaI.we hevs been properly ordered not to pay and (2) to PlIY any L.lna of Crodit Check for Which an order not to pay haS been proper1y canceled. We may be responsible If we feillo exerclSlll ordinary care to (1) avoid paying any Line of Credit Check that we have been properly ordered not to PlIY or (2) follow the plOper cancellalfon of any order nollo pay a Line of Credit Checl<. We will have exercised that OltIlnary care if (1) we act In good faith. (2) we have a reasonable system for communicating orders of that type and cancellalion of ordef$ of that type to our employees and lIQ<lnts Who would be likely to receive the Une of Credit Check and (3) we reasonably follow \he system as a matter of I'OlJlIne. 16. Changes. Except as set forth below. no change In this Note or weiver of any rlght or rvmedY hereunder can be made except in I wrltlng signed by us. No course of dealing or other conduct. no oral sgreeml;lnl or represeniatlon mllde by us. Sank. IrIIl no ~ of trade. shall operete a. a waiver ofeny rlgl'tl or remedy olllle Bank. No _Weror any rigl'tl orre~ ofthl/ Bank ShAll b9 6t:til1lU1Alus.n>ad~I/y'" . - . . I1g.by.tl>e-SaAlIr-El<ce,..Ho H... 6,dell\""prtlhlbllllll"by appncaolelew. trom fime to time in our sol.. discretion we can change (I) any term of thIS !IIOte, (II) any aspect of your Account and (ii) any fee or otherchatge applicable to your Account including. without limillltion, !he Annual !"ea. the !.ate Charges, the Over-the L.imil Charges. and the Dishonored Check Cha'llss. In <;oonection wlth any chenge.; due to operational and technological changes or changes in law. such change shall be effective immediatelY end olherwfse SO days after notice Is given. Your use of the Credit Une after being provided with notice of any change shall be deemed acceplanCQ of the terms and condltlon. of such change. 17. MiscellaneouS. This Note. togetherwith any related loan and security agreements and guarantIeS, contains the amlre agreemant between you end l!1e Bank With reepeotto the Note. and suPersedes fJ\II;If'/ course of dealing. other conduct. 0",,1 agreement and representation prevIOUsly mad. by us. All rights and remellies of the Bank under appl/cable law and lIIis NQUl or amendmerlt of any pruvislon of IIlIS Note ere cumullltJve ~lIQ.~P"I2J~,_._.__~__.._~.~---- -------------. JUN-D6-ns 14:30 FROM- T-261 P.DDS/DDT Has __...""fO\; VI LJU~lilC~ 1114)' Ul::- ;cIUUIJUtofO InW eVlOQflC& as: an anginal. This Note is a: bindIng obligation enforceable egainst eOrmwer .nd "i~ successors and assigns and sMlllnure to the benefit of the Bank and Its suocellllO/ll and alllllgns. If a <ourt deem. any provision Of thle Note Invalid, lI\e remainder olthe Note shall remain In effect. Sectlon headings ere for convenience only. SingUlar nl.H1lller includes plural .nd nel~Qr gender includes masculine and ~lnlnQ as appl'Opl1ate. 18. Joint and Several. If there is more than one Bol'l'OWer. each of them shall be Jointly and severally llllble for all amounts which become due under this Nole and the term "Borrower". 'you" and "your' shall Include e8Ch as well as .11 of !hem. 111. Governing Law; Jurisdiction. This Note has been delivered to and accepted by thll Bank and wUi be deemed to be made in the Commonwee/th of Pennsylvania. UnleSS provided othelWis.. under fedel'llllaw. this NoW will be Interpreted in eocordanC1O with the laws of the Commonweallh of PennsylVania ...eluding its conflict of laws rules. aORROWER H!l\I!lIY IRREVOC"'~ Y CONSPITS TO YHE exc~usrvE JURI8DICTlON or ANY STATI OR FeDE~ COURT IN THE CoMMONWEALTH or PeNNSYlVANIA IN A COUNTY OR JUDICIAL D1S'TR'CT WHtRe TIlE BANK MAINTAINS A lIRANCH AND CONSENTS THAT THE ElANK MAY eFFECT ANY S!RVIC1; 0' '1I0C!SS IN THE MANNER AND AT BoRROWElI'S ADORESS SIT FORYH A80VE FOil PllOVlDING NOTlCf OR OEMAND; PROVIDED YHAT NOYHING CONTAINED IN r..1S NOTE WILL PIlI!V!N't 11<E BANK 'ROM BRINGING ANY ACTION. eNFOIICING ANY AWAlID OR JUOGMENT OR EXl!RCISING AI{'( RIGHTS AGAtNST BOR"'OWIR INDlVIDUAlJ. Y, AGAINST ANY SECURITY OR AGAINST ANY PROpeRTY OF IIlOIlROWEl\ WITIIIN ANY OTHEII COUNTY, STATE OR OTH~R FOREIGN OR DOMESTIC JURISD.cnoN. Borrower acknowledges and agree& that the venue provided above Is lI1e most convenl..ntforum for both the Bank end Borrower. Borrower walv9$ any objectiOn to venue end any objection based on a more oonvenlenl forum In any action ins1ituted under this Note. ZO. Wllly.r of Jury Trial. You AND YH! SANK HE"'UY KNOW'NGl Y, VOLUNTARILY, AND INTENTlDHALL Y WAIVE ANY 1I1G1fTTO T~ 'Y JURY YOU AND YHE BANK MAy HAVE IN ANY ACTlON OR PROCEEDING, IN LAW Oll IN I!QUlTY,1N CONNI!CT1ON WITH THIS NOTE Oil THE TRANSACTIONS RELAT!D HeRETO. YOl/IlI_SENT AND WARRANT THAT NO 1I1!l'RI!seNTA TIVI! OR AGENT 0' THI! BANK HAS REPRESENTED, EXI'IlI!$Sl Y OR OTIlI!RWlSE. THAT YHE BANK I Will NOT. IN YHI! !VI!NTOF lITIGATION, SIBK TO ENFOIICI! THIS JURY TRIAl. WAIVER. YOU ACKNOWlEDGl! THATTHE BANK HAS BEEN INDUCED TO ENT!R INTO 11<15 NOTI BY, AMONG OTKiR YHINGS, THE PROVISIONS OP THIS SeCTION. 21. Power to Confes" Judgment. BORROWER (R05I!RT L. RHODIS) HEREBY Er.tPOWlRS ANY ATTORNEY OF ANY COURT OP ReCORD TO ~~AR FOR BORROWER AND, WITH OR WITHOUT COr.tPLAINT RLEO. CONI'!:SS JUDGMENT, OR A SERIeS 0' JUDGMENTS. ACAlNSf BoIIROWER IN FAVOR OF YHE BANK 0'" ANY HOlOl!R HE"lEOF FOR TIlE ENTIRE PIlINCIPAl BALANCe 0' TIllS NoTE, Al~ACCRUED INTI!IlI!ST AND All OTHER AMOUHfS Due HEREUNDIR. TOGETHER WITH C051$OF SUIT ANDAN ATTOl\N!Y'S COMMISSION O'YHE GIleATEftOF TEN PERceNT (1 O'l'.)OF SUCN PRINCIPAL AND INTEREST OR $1,000 ADDED AS A lItASDNABLE ATTORNSY'S FEE, AND FOR DOING SO YHIS NOTE OR A COI'Y VERIFIED BY A,F1DAYIT SHAI.L H A SUFFICIENT WARRANT. 80_R HERESY FOREViR WAIVES AND "~Ll!ASes All EMOIlS IN SAID PRoce!DINGS AND ALL RIGHTS OF AF'rEAJ.. ANa ALL lI!UeF FROM ANY AND ALL APPIWUM!HT, SlAY OR EXeMPTION LAWS of ANY STATE NOW IN FORCE OR HEII!AneR ENACTED. INT....EST ON ANY SUCH JUDGMENT SHA~L ACCIW! AT THE De'AU~T RATE. No SING~1i EXERCISE OF TIll! 'OREGOING !'OWI!R TO CONFess JUDGMENT, OR A SERIES Of JUDGMENTS, SHAll BE DEEMED TO EXHAUST THE !'OWl!R, WHETHER OR NOT ANy SUCH EXIRClse SfW.llll HiLD BY ANY COl/RT TO BE INVA~ID, VOIDAB~e. OR VOID, IlUT TIle poweR SHJW. CONTINUI! UNDlMINI6lfED AND IT MAY BE EXERCISED FROM TIM! TO TIME AS O'TlN AS 11<E BANK SHAll ELECT UNTIL SUCH TIMI! AS THE 8ANK SllAl.l HAVE RECEIVED PAYMENT IN FU~L 0' THe DEBT, INTeR'ST AND COSTS. ReplecenHlnt NOle. This Note is given In replacement of and In $ut>stitutlon for. but not in payment of. a nole dal10d on Dr aboul May II, 2000 in \he original principal amoun! Of$20,000,OO issued by ROBERT L. RHODES to the Bani< (or its predecessorln interest), as the same meyhBve been amended from time to Ume. PmauthorizllCl Transfers from Deposit Account. If a deposllaccount numbElr is proVIdBd In the followlng blank Borrower hereby authoriZes lI\e Bank to d9bn available funds In Borrower'sdeposilaccount/il ?,..., o.+O~ I 7 -, I I wlththe Bank automatically for any amount which IJecomes due undcr Ihls Note Dr as d1rectGd by an Aulho~~d Person. by telephone. Aclmowt.d;mlInt. Borrower acknowl1Odg..s that II "... read and undersUlnd$ ell the provisions of this Note. including the Confession of Jud9rnent, Governing Law, Jurisdiction and Waiver of Jury Trial. Bnd has been .dvised by counsel as nece_ry or appropriate. Tax~9361 ~ .~.- ~ U- ..._rt L Rhodes S19neture Of Witness: Typed Name of Wi~: . il'l1s<-t\.,~ V-q,I!iL,o",,--- f\,1\ E \ \' S So... L, K; \ \ \' o.....n r .~~J~~!!!5_...._.._.. - _._.~--- ...( 10261 P GG6/GGT H38 JUN-G6"G5 \4:31 FROM- I COUNTY OF ~ II m hD...-ICVlol i w. On the 3(}1-/'1 <Illy of July, in IhO year 2001, before me. lhe undersiQned. a Notary Public In end for uid Commonwealth, perwnally appeared ROBeRT L. RHODES, p$l'SOnally mown 10 me or proved 10 me on the basi. of ""tistactory evi_ to be the Individual whose name is subscribed to the w!IhIn said instrumenl and acknowleOged to me IheI helshe executecl the iQme In his/her capeelty, and that by hislher signature on the inSlr\lmenl, lI1e individual, or the person upon behalf of which lhelndivk1ual acted. execu\eCl the instnJm~ Notary Publlc , FOR SANK USE ONLY Autho~ Confinned: (IfreQUlreo per~l'oucy M8nual:;eCllon 4.10.10, paragrapn I) , .9:&'11 o.rGPae..p.t,. (2IQgH!t'_ .J T-261 P.DOl/oor F-ssa JUN.n6~n5 14:S2 F~OM- RIDER "- Rete Reduction for Busin8ll" Acceil8 Une of Credit Note ("Note") You have executed and deliverea to us a BusinesS Access Une of Credn (the -Note"). This Ridar is attaclled \0 and mlJde a part of the Nole. UnleSS defined herein o~, aU capitalized 1enT16 In this Rider shaU have the salmi meanings _ In tIla Nole. The Note provides for an lntroduo!l>ry Rate end ll1Ier the expir.alion of the Introductory Rate, for the applicable rate to automallcally increase to ;a higher standard Interest rate (the 'Stand2rd Rete"). You have agreed thelthe paym9/llS due under lhe Note.nall be m!lc:le by an automatic deduction from e designated Bank busln8$!! checking aocourit (the 'D8$lgnated Accounf'). In exehange for keeplnGlh" all9rage eveilable balanc$ in the Designated ~unt equal to or greater than $10,000 and for having your peym<onts made by automatic dllduetion. we have agresd to have the Stand8ld Rate under the N~ red\lC8d by 0.5 percenl8ge polnlil (the "Rale Fl.aduction") subject \0 the foUowing: " once the Introductory Fl.ale "as explrad.lI1estandard Rate wlD be reduced by \he Fl.ate Radu<;tlo(l'unlll the occurrence of one or more of the folloWing avanw (any, e "Termi~lIon evenr): (I) the avElnlge avsil:able balanCe in the OeSllin<lieo 'Acoount for the IntroduetolY PeriOd. and for each sbc month period _after, fails to be equal to or greater than $10,000; ~I) paymenis un'der tha Note via \he autom8llO deduction dClSCritlad abOve aretermlnatad, suspended ormodll\ed for any reasonwhetsoeYer, Ineludlng. withOut Ilmli8tion, the closing of the OnigMted Account or the revocatiOn of au!horizatlon for the automatio aeductlon; (iil) you fail to PII)' wheT> due (Whether ~pon demand, by acceleratlon or olherwflre) any amount due under the Note or that you Ilave otherwise defaulted on your obligations unde<' the Not.! or your agreement5 with us or any of our IIffilllllO$; or liv) you commence, or n....e commented against you. any prQOWdlng or reqlle$ll?r "'lief under eny bankruptcy, insolvency ors/mDer I;iWS now orherea1\erln efreet in the United StaleS of America Or any state orlWrttoly thllnoof or any foreign Jurlsdlt;tJon or any formal Qr Informal proceeding for the diS$Olutlon or liquidation 01, setllernent of claims against Or wlndlng up 01 your affairs. " Upon the oc:c:urrenee olanyT enninetlO/l Event.li'le R~ Reductlon shaN autOm8ticellylennlnaw witIloulfurthernotlos to you and interest Itlereafter shall _11.18 11\ 1tI.. Slandard Rate. Any default rate under the Note snail be based on \he Standard Fl.ate without the b<ll1efit of the Rate RedUctlon. Our ~ to terminate the Reta RedUction upon tile occurrence of any Terminet!on Evenl shell not be deemed e waiver 01 our rlgnlto do so or your obligation to pay Interest"t the Standard flate (or default rate, if applicable) fTllm the date of the Termi~tion Event even if paymentS are accepted after tile Termination Event and calculated uvIng the Fl.a19 Reductlon. I t- I ~--- .-- ._" -.-- FOR BANI( USE ONLY AulhoriZatlon Coottrmed: (If reqUII"8ll p9l' (;re<llt POkey Manuall:i9Oll0n 4.1~.1(). paragl'llPn 1) 2I.e.1n ~Pac-PA 12/lKI} P.K . mM~~Y CONTINUING GUARANTY (PERSONAL) Pennsylvania GUARANTOR: Cheryl D. Rhodes 48 Mountain View Terrace. Newville. Pennsylvania. 17241 BORROWER: ROBERT L RHODES 48 Mountain View Terrace, Newville, Pennsylvania 17241 BANK: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with banking offices at One M&T Plaza, Buffalo, New York 14240 Attention: Office of General Counsel 1. Guaranty. (a) Guarantor. intending to be legally bound, hereby unconditionally guarantees the full and prompt payment and performance of any and all of Borrower's Obligations (as defined below) to the Bank when due, whether at stated maturity, by acceleration or otherwise. As used in this Guaranty, the term "Obligations" shall mean any and all obligations. indebtedness and other liabilities of Borrower to the Bank now or hereafter existing, of every kind and nature and all accrued and unpaid interest thereon and all Expenses (as defined below) including without limitation, whether such Obligations. indebtedness and other liabilities (i) are direct, contingent. liquidated, unliquidated. secured, unsecured, matured or unmatured: (ii) are pursuant to a guaranty or surety in favor of the Bank; (Iii) were originally contracted with the Bank or with another party (inciuding obligations under a guaranty or surety originally in favor of such other party); (iv) are contracted by Borrower alone or jointly with one or more other parties: (v) are or are not evidenced by a writing; (vi) are renewed, replaced, modified or extended; and (vii) are periodically extinguished and subsequently reincurred or reduced and thereafter increased. Guarantor will payor perform his or her obligations under this Guaranty upon demand. This Guaranty is and is intended to be a continuing guaranty of payment (not collection) of the Obligations (irrespective of the aggregate amount thereof and whether or not the Obligations from time to time exceeds the amount of this Guaranty, if limited). independent of, in addition and without modification to, and does not impair or in any way affect. any other guaranty. indorsement, or other agreement in connection with the Obligations. or in connection with any other indebtedness or liability to the Bank or collateral held by the Bank therefor or with respect thereto. whether or not furnished by Guarantor. Guarantor understands that the Bank can bring an action under this Guaranty without being required to exhaust other remedies or demand payment first from other parties. (b) Guarantor acknowledges the receipt of valuable consideration for this Guaranty and acknowledges that the Bank is relying on this Guaranty in making a financial accommodation to Borrower, whether a commitment to lend, extension. modification or replacement of. or forbearance with respect to, any Obligation, cancellation of another guaranty, purchase of Borrower's assets. or other valuable consideration. 2. Continuing, Absolute, Unconditional and Unlimited Guaranty. This Guaranty is irrevocable, absolute. continuing, unconditional and general without any limitation. 3. Guarantor's Waivers & Authorizations. (a) Guarantor's obligations shall not be released, impaired or affected in any way including by any olthe following. all of which Guarantor hereby waives (i) any bankruptcy, reorganization or insolvency under any law of Borrower orthat of any other party, or by any action of a trustee in any such proceeding; (ii) any new agreements or obligations of Borrower or any other party with the Bank; (iii) any adjustment. compromise or release of any Obligations of Borrower, by the Bank or any other party: the existence or nonexistence or order of any filings. exchanges. releases. impairment or sale of, or failure to perfect or continue the perfection of a security interest in any collaterai for the Obligations. (iv) any failure of Guarantor to receive notice of any intended disposition of such collateral: (v) any fictitiousness, incorrectness, invalidity or unenforceability. for any reason. of any instrument or other agreement which may evidence any Obligation: (vi) any composition, extension, stay or other statutory reiief granted to Borrower including. without limitation, the expiration of the period of any statute of limitations with respectto any lawsuit or other legal proceeding against Borrower or any person in any way related to the Obligations or a part thereof or any collateral therefor; (vii) any change in form of organization, name, membership or ownership of Borrower or Guarantor; (viii) any refusal or failure olthe Bank or any other person prior to the date hereof or hereafter to grant any additional loan or other credit accommodation to Borrower or the Bank's or any other party's receipt of notice of such refusal or failure; (ix) any setoff, defense or counterclaim of Borrower with respect to the obiigations or otherwise arising, either directly or indirectly, in regard to the Obligations; or (x) any other circumstance that might otherwise constitute a legal or equitable defense to Guarantor's obligations under this Guaranty. (b) Guarantor waives acceptance. assent and all rights of notice or demand Including without limitation (i) notice of acceptance of this Guaranty, of Borrower's default or nonpayment of any Obligation, and of changes in Borrower's financial condition; (ii) presentment, protest. notice of protest and demand for payment; (iii) notice that any Obligations has been incurred or oflhe reiiance by the Bank upon this Guaranty: and (iv) any other notice. demand or condition to which Guarantor might otherwise be entitled prior to the Bank's reliance on or enforcement ofthis Guaranty. Guarantor further authorizes the Bank. without notice, demand or additional reservation of rights against Guarantor and without affecting Guarantor's obligations hereunder. from time to time: (i) to renew. refinance. modify. subordinate. extend, increase. accelerate. or otherwise change the time for payment of. the terms of or the interest on the Obligations or any part thereof;(ii) to accept and hold collateral from any party for the payment of the any or all of the Obligations. and to exchange. enforce or refrain from enforcing, or release any or all of such collateral; (iii) to accept any indorsement or guaranty of any or all of the Obligations or any negotiable instrument or other writing intended to create an accord and satisfaction with respect to any or all of the Obligations; (iv) to release, replace or modify the obligation of any indorser or guarantor, or any party who has given any collateral for any of all of the Obligations, or any other party in any way obligated to pay any or all of the Obligations. and to enforce or refrain from enforcing, or compromise or modify. the terms of any obligation of any such indorser. guarantor or party: (v) to dispose of any and all collateral securing the Obligations in any manner as the Bank. in its sole discretion, may deem appropriate, and to direct the order and the enforcement of any and all indorsements and guaranties relating to the Obligations in the Bank's ClB-136/175-PA (11/98) RK sole discretion; and (vi) to determine the manner, amount and time of application of payments and credits. if any. to be made on ai' or any part Dlthe Obligations including, without limitation. if this Guaranty is limited in amount, to make any such applicatiDn to Obligations, if any, i;, excess of the amount of this Guaranty. (c) Notwithstanding any other provision in this Guaranty, Guarantor irrevocably waives. without notice, any right he or she may have at law or in equity (including without limitation any law subrogating Guarantor to the rights of the Bank) to seek contribution, indemnification or any other form of reimbursement from Borrower or any other obligor or guarantor of the Obligations for any disbursement made under this Guaranty or otherwise. 4. Termination. This Guaranty shall remain in full force and effect as to each Guarantor until actual receipt by the Bank officer responsible for Borrower's relationship with the Bank of written notice of Guarantor's intent to terminate (or Guarantor's death or incapacity) plus the lapse of a reasonable time for the Bank to act Dn such notice (the "Receipt of Notice"); provided, however. this Guaranty shall remain In full force and effect thereafter until all Obligations outstanding, or contracted or committed for (whether or not outstanding), before such Receipt of Notice by the Bank. and any extensions. renewals or replacements thereof (whether made before or after such Receipt of Notice). together with interest accruing thereon after such Receipt of Notice, shall be finally and irrevocably paid in full, Discontinuance of this Guaranty as to one Guarantor shall not operate as a discontinuance hereof as to any other guarantor. Payment of all of the Obligations from time to time shall not operate as a discontinuance of this Guaranty, unless a Receipt of Notice as provided above has been received by the Bank. Guarantor agrees that, to the extent that Borrower makes a payment or payments to the Bank on the Obligations. or the Bank receives any proceeds of collaterai tD be applied to the Obligations, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise are required to be repaid to Borrower, its estate, trustee. receiver or any other party. including. without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. notwithstanding any contrary action which may have been taken by the Bank in reliance upon such payment or payments. As of the date any payment or proceeds of collateral are returned. the statute of limitations shall start anew with respect to any action or proceeding by the Bank against Guarantor under this Guaranty. 5. Expenses. Guarantor agrees to reimburse the Bank on demand for all the Bank's expenses. damages and losses of any kind or nature. including without limitation costs of collection and actual attorneys' fees and disbursements whether for internal or external counsel incurred by the Bank in attempting to enforce this Guaranty, collect any of the Obligations including any workout or bankruptcy proceedings or other legal proceedings or appeal, realize Dn any collateral, defense of any action under the prior paragraph or for any other purpose related to the Obligations (collectively, "Expenses"). Expenses will accrue interest at the highest default rate in any instrument evidencing the Obligations until payment is actually received by the Bank. 6. Financial and Other Information. Guarantor shall provide annual personal financial statements and any Dther financial information requested by the Bank in form satisfactory to the Bank. Guarantor represents that his or her assets are not subject to any liens, encumbrances or contingent liabilities except as fully disclosed to the Bank in such statements. Guarantor warrants that all information Guarantor gives to the Bank at any time is correct, complete and not misleading. Guarantor resides at the above address and will notify the Bank officer named above immediately in writing upon any change in address. Guarantor understands this Guaranty and has satisfied himself or herself as to its meaning and consequences and acknowledges that it has made its own arrangements for keeping informed of changes or potential changes affecting the Borrower including the Borrower's financial condition. 7. Security; Right of Setoff. As further security for payment of the Obligations, Expenses and any other obligations of Guarantor to the Bank, Guarantor hereby grants to the Bank a security interest in all money. securities and Dther property of Guarantor in the actual or constructive possession or control of the Bank or its affiliates including without IimitatiDn all deposits and other accounts owing at any time by the Bank or any of its affiliates in any capacity to Guarantor in any capacity (collectively, "Property"). The Bank shall have the right to set off Guarantor's Property against any of Guarantor's obligations to the Bank. Such set-off shall be deemed to have been exercised immediately at the time the Bank or such affiliate elect to do so. The Bank shall also have all of the rights and remedies of a secured party under the Uniform Commercial Code in effect in the Commonwea~h of Pennsylvania as olthe date ofthis Guaranty in addition to those under this Guaranty and other applicable law and agreements. 8. No Transfer of Assets. Guarantor shall not transfer. reinvest or otherwise dispDse of his or her assets in a manner or to an extent that would or might impair Guarantor's ability to perform his or her obligations under this Guaranty. 9. Nonwaiver by the Bank; Miscellaneous. This Guaranty is intended by Guarantor to be the final. complete and exclusive expression of the agreement between Guarantor and the Bank. This Guaranty may be assigned by the Bank, shall inure to the benefit of the Bank and its successors and assigns, and shall be binding upon Guarantor and his or her legal representative, successors and assigns and any participation may be granted by the Bank herein in connection with the assignment or granting of a participation by the Bank in the Obligations or any part thereof. All rights and remedies of the Bank are cumulative, and no such right Dr remedy shall be exclusive of any other right or remedy. This Guaranty does not supersede any other guaranty or security granted to the Bank by Guarantor or others (except as to Guarantor's Waiver of Subrogation rights above). No single, partial or delayed exercise by the Bank of any right orremedy shall preclude exercise by the Bank at any time at its sole option of the same or any other right or remedy of the Bank without notice. Guarantor expressly disclaims any reliance on any course of dealing or usage of trade or oral representation ofthe Bank including, without limitation, representations to make loans to Borrower or enter into any other agreement with Borrower or Guarantor. No course of dealing or other conduct. no oral agreement orrepresentation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No waiver or amendment of any right or remedy of the Bank or release by the Bank shall be effective unless made specifically in writing by the Bank. Each provision of this Guaranty shall be interpreted as consistent with existing iaw and shall be deemed amended to the extent necessary to comply with any conflicting law. If any proVision nevertheless is held invalid, the other provisions shall remain in effect. Guarantor agrees that In any legal proceeding, a copy ofthis Guaranty kept in the Bank's course of business may be admitted into evidence as an original. Captions are solely for convenience and not part of the substance of this Guaranty. 10. Joint and Several. Ifthere is more than one Guarantor, each Guarantor jointly and severally guarantees the payment and performance in full of all obligations under this Guaranty and the term "Guarantor" means each as well as all of them. Guarantor aiso agrees that the Bank ClB-136/175-PA (11/9B) RK 1 . ,~~u "u' .eeKpayment from any source other than the undersigned Guarantor. This Guaranty is a primary obligation. Guarantor's obligations h~reUlld"';are separate and independent of Borrower's. and a separate action may be brought against Guarantorwhetheror not action is brought or joined against or with Borrower or any other party, 11. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Guarantor (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Guarantor's relationship with the Bank). Such notice or demand shall be deemed sufficiently given forall purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express), Notice by e-maii is not valid notice under this or any other agreement between Guarantor and the Bank. 12. Governing Law; Jurisdiction. This Guaranty has been deiivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Unless provided otherwise under federai law, this Guaranty will be interpreted In accordance with the laws of the Commonwealth of Pennsylvania excluding Its conflict of laws rules. GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT GUARANTOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIOED THAT NOTHING CONTAINED IN THIS GUARANTY WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST GUARANTOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. G\larantor acknowledges and agrees that the venue provided above Is the most convenient forum for both the Bank and Guarantor. Guarantor waives allY objection to venue and any objection based on a more convenient forum In any action instituted under this Guaranty. 13. Waiver of Jury Trial. GUARANTOR AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY GUARANTOR AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS GUARANTY OR THE TRANSACTIONS RELATED HERETO. GUARANTOR REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. GUARANTOR ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION. 14. Power to Confess Judgment. GUARANTOR (Cheryl D. Rhodes) HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST GUARANTOR IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR ALL AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH AMOUNTS OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. GUARANTOR HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE SET FORTH IN ANY OF THE DOCUMENTS EVIDENCING THE OBLIGATIONS OF BORROWER. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF ALL AMOUNTS DUE HEREUNDER. 15. Guarantor acknowledges that it has read and understood all the provisions of this Guaranty, including the Confession of Judgment and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate. Dated: July ~. 2001 GUARANTOR: Soc. Sec. #'( 191-40-7852 . Q~"^^t D '}Au JMJ Cheryl D. R~odes NOTICE: FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" IS NOT LIMITED TO PRESENTLY EXISTING INDEBTEDNESS, LIABILITIES AND OBLIGATIONS. Witness (by an employee of M& T Bank): .~~OO~' Melissa L. Killian Cl8-136/17S-PA (111981 RK COMMONWEALTH OF PENNSYLVANIA ) COUNTYOF C\j..A",,00).A,Lt~q )SS. On the 3\..1\,-\ '~o-l-J-." 21b1 day of July, in the year 2001. before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared Cheryl D. Rhodes, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within said instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted. executed the instru nt. ACKNOWLEDGMENT Notary Public GNt< L otarial Seal Pamela A. Martin, Notary Public Shippensburg Boro, Cumberland County My Commission Expires Apr. 7. 2003 Member, Pennsylvania Association of Notaries CLB-13M75-PA (11/913}RK 4 KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108,1963 MANUFACTURERS AND TRADERS TRUST COMPANY Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. OS -]6]0 (!I-U..tr~ CONFESSION OF JUDGMENT v. ROBERT L. RHODES AND CHERYL D. RHODES Defendants NOTICE To: ROBERT L. RHODES AND CHERYL D. RHODES, Defendants You are hereby notified that on June 1.~ ,2005, judgment by confession was entered against you in the sum of $27.683,35 in the above captioned case. Dated: June.1.d-, 2005 YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE, IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET Carlisle. PA 17013 Telephone: (800) 990-9108 I hereby certify that the following is the address of the defendant(s) stated in the certificate of residence. Robert L. Rhodes 48 Mountain View Terrace Newville. PA 17241 Cheryl D. Rhodes 48 Mountain View Terrace Newville, PA 17241 Attor~PI~S)J . KEEFER WOOD ALLEN & RAHAL. LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108,1963 Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. OS - .1630 c.;0'l"T~ CONFESSION OF JUDGMENT MANUFACTURERS AND TRADERS TRUST COMPANY v. ROBERT L. RHODES AND CHERYL D. RHODES Defendants NOTICE ROBERT L. RHODES AND CHERYL D. RHODES, Defendido Usted esta siendo notificando que el JJ de June del 2005, se anoto en contra suya un fallo por confesion en la suma de $27,683.35 en el caso mencionado en el epigraf . , ! FECHA: June I.! , 2005 USTED DEBE LLEVAR IMMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO 0 NO PUEDE PAGARLE A UNO, LLAME 0 VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET Carlisle, PA 17013 Telephone: (800) 990-9108 Certifico que la siguiente direccion es la del defendido/a segun indicada en el certificado de residencia: Robert L. Rhodes 48 Mountain View Terrace Newville, PA 17241 Cheryl D. Rhodes 48 Mountain View Terrace Newville, PA 17241 ~~~.J, Attorney fb P ntl (s) 'C p ~ ~ - -0 r--' 0 \\:. n c.:;} ~ ~:;~: ,,::;J ~'n (,Jl -, 6 ~.,' " (~-:.:- ::f. "'-1 - . ("1-" r - ~ ~_.,; :'J'~ ~- ~ -.':( ~ - V> (-j, V1 .~:'-;-\ '~'\l ~ ""J 1'.1. (~'_::.(; - !~~: ~ -c -". (:~: (\ ~ J- ..--- " .~,.- .; - . .. '0- ':I' ~ r<' .-<:. (.j'.i -