HomeMy WebLinkAbout07-0143f f
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PNC BANK, NATIONAL ASSOCIATION,
Plaintiff,
vs.
ASHOK K. AGARWAL
DBA ASHOKA BOUTIQUE,
Defendant.
CIVIL DIVISION
No. 017-1413
Ctul 02?
CONFESSION OF JUDGMENT
Pursuant to the authority granted in the Warrant of Attorney contained in the Note, the
undersigned attorney hereby appears for Defendant and confesses judgment in favor of Plaintiff,
PNC BANK, NATIONAL ASSOCIATION, and against Defendant, jas follows:
Principal Debt $ 59,961.16
Interest through 12/18/2006 3,005.32
Late charges 90.56
Attorney's Commission 6,296.64
Total $ 75.650.32
By:
a M. Donaher, Esquire
Attorney for PNC Bank, National Association
1r
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PNC BANK, NATIONAL ASSOCIATION, CIVIL DIVISION
Plaintiff, NO.
y3
vs.
ASHOK K. AGARWAL
DBA ASHOKA BOUTIQUE,
Defendant.
COMPLAINT IN CONFESSION OF
JUDGMENT
Filed on behalf of Plaintiff,
PNC Bank, National Association
Counsel of Record for This
Party:
Donna M. Donaher, Esquire
Pa. I.D. #53165
TUCKER ARENSBERG, P.C.
Firm #287
1500 One PPG Place
Pittsburgh, PA 15222
(412) 566-1212
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PNC BANK, NATIONAL ASSOCIATION,
Plaintiff,
vs.
ASHOK K. AGARWAL
DBA ASHOKA BOUTIQUE,
Defendant.
CIVIL DIVISION
NO. 07
COMPLAINT IN CONFESSION OF JUDGMENT
AND NOW, comes the Plaintiff, PNC BANK, NATIONAL ASSOCIATION, by and through
its counsel, Tucker Arensberg, P.C., and files this Complaint confessing judgment in its favor,
stating as follows:
1. Plaintiff, PNC BANK, NATIONAL ASSOCIATION, ("PNCB"), is a national banking
association organized and existing under the laws of the United States of America and a citizen of
Pennsylvania, with its main office located at Fifth Avenue and Wood Street, Pittsburgh,
Pennsylvania.
2. Defendant is Ashok K. Agarwal DBA Ashoka Boutique, whose last known address
is 519 Cobbler Court, Mechanicsburg, PA 17050.
3. On July 8, 2005, Defendant submitted to Plaintiff an Application for a Business
Line of Credit. A true and correct copy of the Application is attached hereto, incorporated herein
and label Exhibit "A".
4. Pursuant to the terms of the Application, the Defendant agreed that should the line
of credit be granted, he would be bound by the terms and conditions of the Business Line of
Credit Agreement.
5. On or about January 29, 2003, the Plaintiff did notify the Defendant that a business
line of credit in the amount of $40,000.00 would be extended.
6. On or about January 29, 2003, the Plaintiff did provide the Defendant with the
Business Line of Credit Agreement ("Agreement") containing the terms and conditions of the line
of credit. A true and correct copy of the document is attached hereto, incorporated herein and
labeled Exhibit "B".
7. The Application and Agreement shall hereinafter be jointly referred to as "Note".
8. There has been no assignment of the Note.
9. Judgment has not been entered on the Note in any jurisdiction against the
Defendant.
10. The judgment by confession sought by PNCB in this Complaint is not being
entered against a natural person in connection with a consumer credit transaction.
11. By Warrant of Attorney contained in the Note, Defendant authorized entry of
judgment by confession.
12. Pursuant to the Warrant of Attorney executed by Defendant, Defendant waived the
benefit of all laws exempting real or personal property from execution.
13. Pursuant to the Warrant of Attorney contained in the Note, judgment may now be
entered against Defendant as payment on the Note was not made when due thereby creating an
event of default under the Note and accelerating all amounts due thereunder.
14. Under the Note, the following amounts are now due by Defendant to PNCB:
Principal Debt $ 59,961.16
Interest through 12/18/2006 3,005.32
Late charges 90.56
Attorney's Commission 6.296.64
Total S 75.650.32
-2-
15. Under the terms of the Note, Defendant is liable to PNCB for attorney's
commission of ten (10%) percent for collection.
WHEREFORE, Plaintiff, PNCB, demands that a judgment be entered against Defendant,
Ashok K. Agarwal DBA Ashoka Boutique, as authorized in the Warrant of Attorney contained in
the Note, in the sum of $75,650.32, together with interest and costs of suit.
Respectfully submitted,
TUCKER ARENSBERG, P.C.
By: 'Donna M. Donaher, Esquire
Pa. I.D. #53165
1500 One PPG Place
Pittsburgh, PA 15222
(412) 566-1212
Attorney for PNC Bank, National Association
-3-
?Paae E or 39)
1. Awlicant. The Applicant certifies that the statements made on this application and any other
information provided in connection with this application are true and complete THE
APPLICANT CERTIFIES THAT ALL LOAN PROCEEDS WILL BE USED FOR
BUSINESS PURPOSES. The term "Applicant" as used herein shall include the business entity
(ies) applying for the loan (the "Borrower") and all other persons who by providing information
herein may be liable for the loan requested in this application as an endorser, surety or guarantor,
or who may be a principal of the Borrower. The Applicant agrees to promptly notify the Bank of
any material changes to this information. The Bank is authorized to make all inquiries it deems
necessary to verify accuracy of the information submitted and to determine the Applicant's
creditworthiness, and to share any information provided to the Bank by or about any Applican(s)
with any third party that performs services for the Bank in connection with this application or the
loan or to whom this application or any loan to the Applicant may be transferred. The Applicant
authorizes any person or consumer reporting agency to give the Bank or such third party any
information it may have on the Applicant and authorizes the Bank or such third party to make
inquires of the Applicant's accountant directly and obtain any information it deems necessary in
processing this application. The Applicant authorizes the Bank and any transferee of this
application or loan to answer any questions about its credit experience with the Applicant The
Applicant understands that all fees, including commitment and documentation fees and annual
credit review fees are non-refundable. In addition, once the commitment has been issued, the
Borrower will pay all expenses, including but not limited to: documentation fees, annual fees,
mortgage taxes, insurance premiums, recording and filing fees, overdraft protection fees,
appraisal fees, etc.
By signing below, the undersigned Applicant(s), who is/are either a principal(s) of the
Borrower or a personal guarantor(s) of its obligations, provides written authorization to
the Bank or its designee (and any assignee or potential assignee hereof) to obtain my/our
personal credit. profile(s) from one or more national credit bureaus. Such authorization
shall extend to obtaining a credit profile in considering this application and subsequently
for the purposes of update, renewal or extension of such credit or additional credit and for
reviewing or collecting the resulting account A photocopy or facsimile copy of this
authorization shall be valid as the original. By signature below, Uwe, affirm my/our
identity (ies) as the respective individualls identified in this application.
2. Information Sharing. Each Applicant understands that in order to serve our customers
efficiently and offer a full range of financial services, the Bank shares customer transaction and
experience information among the PNC Bank family of companies PNC Bank companies also
share personal information such as applications, financial statements and credit reports By
executing this application, each Applicant expressly consents to the sharing of such information
among the PNC Bank companies unless such Applicant requests that the Bank not share this
other personal information (except where such information is used by one PNC Bank company
to service customer accounts for another) by calling the Bank at 1-877-BUS-BNKO
(1-877-287-2654) or by writing to the Bank at PNC Bank, P.O. Box 96066, Pittsburgh,
Pennsylvania 15226 including the Applicant's name, address and account number(s) or Social
Security/EIN number(s).
EXHIBIT
PCBBC022 AppAcation-PA-05-13-05 ?,
(Page _ of 39)
3. Terms and Conditions. If this application is for. (a) a Choice Credit' for Business Line, (b) a
Choice Credit' for Business Term Loan; or (c) a line of credit or term loan which may be
secured by the Borrower's business assets or equipment; and the Bank approves this application,
the Bank will mail to the Borrower at the address specified in this application, the Business
Banking Line of Credit Agreement or the Business Banking Term Loan Agreement as
appropriate (as amended or restated from time to time, the `Terms and Conditions') governing
the line of credit or term loan (as appropriate, collectively, the "Credit Facility'). The Borrower
agrees that: (i) it shall be bound by all provisions of the Terms and Conditions, (ii) all credit
requested or obtained under the Credit Facility shall be subject to the Terms and Conditions; (iii)
any request by the Borrower for credit under any Credit Facility shall be conclusive evidence that
the Borrower has received the Terms and Conditions and agreed to the terms thereof; and (iv) it
shall pay to the Bank all amounts outstanding from time to time under any Credit Facility in
accordance with the Terms and Conditions. The Borrower agrees to immediately notify the Bank
if it does not receive the Terms and Conditions within seven (7) days after submission of this
application to the Bank, or if the Borrower does not agree to be bound by the Terms and
Conditions upon receipt thereof. The Borrower agrees that if it does not agree to be bound by the
Terms and Conditions, the Borrower promises to immediately repay to the Bank any proceeds of
any Credit Facility which have been disbursed tq or on behalf of; the Borrower.
The remaining paragraphs apply only if the Credit Facility is: (a) a Choice Credit'" for
Business Line; (b) a Choice Credit' for Business Term Loan; or (c) a line of credit or term
loan which may be secured by the Borrower's business assets or equipment.
4. Guaran . In consideration of the extension of credit from the Bank to the Borrower and other
good and valuable consideration, each of the undersigned owners (individually, a "Guarantor"
and collectively,. the "Guarantors') hereby jointly and severally guarantees, and becomes surety
for, the prompt payment and performance; when due, of all obligations owing by the Borrower to
the Bank, whether now existing or hereafter arising including, without limitation, in connection
with or under any Credit Facility and all obligations now or hereafter due under the Terms and
Conditions (collectively, the "Obligations'). This guaranty is absolute, unconditional,
irrevocable and continuing and will remain in full force and effect until all of the Obligations
have been paid in full. This Guaranty will not be affected by any release by the Bank of any
other party, guaranty or security held by it for any of the Obligations; by any failure of the Bank
to preserve its rights to any guaranty, or by any irregularity, unenfnrceability or invalidity of any
of the Obligations or any part thereof or any guaranty thereof This is a guaranty of payment and
not of collection and the Bank shall not be required, as a condition of any Guarantor's liability, to
make any demand upon or to first pursue any of its rights against any Borrower or particular
Guarantor, or to pursue any rights which may be available to it with respect to any other person
who may be liable for the payment of the Obligations Each Guarantor hereby waives notice of
acceptance of this Guaranty, notice of extensions of credit to the Borrower from time to time;
notice of default, diligence, presentment, notice of dishonor, protest, or. demand for payment
The Bank at any time and from time to time; without notice to or the consent of any Guarantor,
and without impairing or releasing discharging or modifying any Guarantor's liabilities
hereunder, may. (a) change any of the Terms and Conditions relating to any of the Obligations,
(b) renew, substitute, modify, amend or alter, or grant consents or waivers relating to, any of the
PC13BC022 Application-PA-05-13-05
(Page 10 of ,39)
Obligations, any other guaranties or any security for any Obligation4 (c) apply any and all
payments by whomever paid or however realized, to any Obligations of the Borrower in such
order, manner and amount as the Bank may determine in its sole discretion; (d) deal with any
other person with respect to any Obligations in such manner as the Bank deems appropriate in its
sole discretion; (e) substitute, exchange or release any security or guaranty, or (f) take such
actions and exercise such remedies as provided herein or any of the Terms and Conditions Until
the Obligations are paid in full, each Guarantor postpones and subordinates in favor of the Bank
any and all rights, which such Guarantor may have to assert any claim against any Borrower or to
any realization on any property of any Borrower Each Guarantor's obligations hereunder shall
not be affected, modified or impaired by any counterclaims set-off, reeoupment, deduction or
defense based upon any claim such Guarantor may have against any Borrower or other Guarantor
or the Bank except payment of the Obligations To the extent that the Bank incurs any costs or
expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including
reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses will
be due on demand, will be included in the Obligations, and will bear interest from the incurring
or payment thereof in accordance with the Terms and Conditions This Guaranty will be binding
upon and inure to the benefit of each Guarantor and the Bank and their respective heir-4
executors, administrators, successors and assigns.
5. Right of Setoff. In addition to all liens upon and rights of setoff against the money, securities
or other property of any Borrower or Guarantor given to the Bank by lave the Bank shall have,
with respect to all Obligations to the Bank under any Credit Facility or the Terms and Conditions
and to the extent permitted by law, a contractual possessory security interest in and a contractual
right of setoff against, and each Borrower and Guarantor hereby assigng conveys, delivers,
pledges and transfers to the Bank, all of its right, title and interest in and to, all deposits, moneys,
securities and other property now or hereafter in the possession of or on- deposit with, or in transit
to, the Bank whether held in a general or special account or deposit whether held jointly with
someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA,
Keogh, and trust accounts. Every such security interest and right of setoff may be exercised
without demand or notice. Every such right of setoff shall be deemed to have been exercised
immediately upon the occurrence of a default without any action of the Bank,although the Bank
may enter such setoff on its books and records at a later time
6. Power to Confess Judgment. Borrower and each Guarantor hereby jointly and severally
irrevocably authorize and empower the Prothonotary, any attorney or any clerk of any
court of records after the occurrence of any Default under the Terms and Conditions, to
appear for and confess judgment against any or all such parties for such sums as are due
and/or may become due under any Credit Facility, with costs of suit, without stay of
execution, and with ten percent (10%) of the amount of such judgment, but not less than
$1,000, added for attorneys' collection fees. To the extent permitted by law, the Borrower
and each Guarantor releases all errors in such proceedings. If a copy of this instrument,
verified by or on behalf of the Bank shall have been filed in such action, it shall not be
necessary to file the original instrument as a warrant of attorney. Interest on any such
judgment shall accrue at a rate per annum which shall be five percent (5%) In excess of the
interest rate in effect from time to time under the Terms and Conditions but not more than
PCBBC022 Application-PA-05-13-05
(Page 11 of,39)..
the maximum rate allowed by law. The authority and power to appear for and confess
judgment against the Borrower and each Guarantor shall not be exhausted by the initial
exercise thereof and may be exercised as often as the Bank shall find it necessary and
desirable and this instrument shall be a sufficient warrant therefor.
BEING FULLY AWARE OF ITS RIGHTS TO PRIOR NOTICE AND A HEARING ON
THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT MAY BE
ASSERTED AGAINST IT BY BANK HEREUNDER BEFORE JUDGMENT IS
ENTERED, EACH BORROWER AND GUARANTOR HEREBY FREELY,
KNOWINGLY AND INTELLIGENTLY WAIVES THESE RIGHTS AND EXPRESSLY
AGREES AND CONSENTS TO BANK'S ENTERING JUDGMENT AGAINST IT BY
CONFESSION PURSUANT TO THE TERMS HEREOF. FURTHER, BEING FULLY
AWARE OF ITS RIGHTS AFTER JUDGMENT IS ENTERED (INCLUDING THE
RIGHT TO OPEN OR STRIKE THE JUDGMENT), EACH BORROWER AND
GUARANTOR HEREBY FREELY, KNOWINGLY AND INTELLIGENTLY WAIVES
ITS RIGHTS TO NOTICE AND A HEARING AND EXPRESSLY AGREES AND
CONSENTS TO BANK'S TAKING SUCH ACTIONS AS MAY BE PERMITTED
UNDER APPLICABLE STATE AND FEDERAL LAW WITHOUT PRIOR NOTICE.
EACH BORROWER AND GUARANTOR CERTIFIES THAT A REPRESENTATIVE
OF BANK SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT
PROVISION TO ITS ATTENTION AND/OR THAT IT WAS, OR HAD THE
OPPORTUNITY TO BE, REPRESENTED BY LEGAL COUNSEL IN CONNECTION
WITH THIS DOCUMENT.
7• WAIVER OF JURY TRIAL. THE BORROWER AND EACH GUARANTOR
IRREVOCABLY WAIVES ANY AND ALL RIGHT SUCH BORROWER OR
GUARANTOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR CLAIM OF ANY NATURE RELATING TO THIS INSTRUMENT, ANY
DOCUMENTS EXECUTED IN CONNECTION WITH THIS INSTRUMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE
BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT THE
FOREGOING WAIVER IS KNOWING AND VOLUNTARY AND IS A MATERIAL
INDUCEMENT FOR THE PARTIES ENTERING INTO THIS TRANSACTION.
PCBBC022 Application-PA-05-13-05
Page.,12 of 19)
Agreement Signatures
B 4_!Ver(s):
?1sk OK k, A-GA Q W'rr
Borrower(s): U
(Nme ofCoporation, PwOishipor dler EWty, ifapplicable)
NOTES;
If Borrower is a corporation, any required officer(s) must sign If borrower is a partnership all general
partners must sign
• Officer Titles should ONLY be as follows: If a Sole Proprietor - Owner; a Corporation - President,
Vice-President, Secretary, or Treasurer; an LLC - Member.
If Borrower is a legal entity, the undersigned offrcer(s)/partner(sYmembet(s) represent and warrant that they are duly
authorized to execute and deliver this Application and any other agreements on behalf of such entity(any of which may
contain a warrant of attorney authorizing the Bank to confess judgment against the entity for all sums due or to become
due by the entity to the Bank), all necessary action to authorize the execution and delivery of this Application and such
agreements has been properly takeq and the Borrower is and will continue to be duly authorized to borrow under the
Credit Facility and to perform all of the other terms and provisions of the such agreements
no
title,
x/ o
(Name only, no title)
ame (No title, please print)
PCBBC022 Application-PA-05-13-05
Guarantor(s): (All owners snd prindpals gthe Banowp(s) mtm sign n gmmun)
ge 3 of 11)
e- PNCBAN<
BUSINESS BANKING LINE OF CREDIT AGREEMENT
Borrower: ASHOK K AGARWAL DBA ASHOKA BOUTIQUE
519 COBBLER COURT
MECHANICSBURG, PA 17050
Bank: PNC Bank, National Association
4242 CARLISLE PIKE
CAMP HILL, PA 17001
Maximum Credit: 540,000.00
Annual Fee: $175.00 (WAIVED FOR FIRST YEAR)
Initial Index: 4.25%
Margin: 3.50%
Initial Rate: 7.75%
Date of Loan: January 29, 2003
Borrower's form of organization:
¦ Sole Proprietorship ? General Partnership
? Corporation p Subchapter S Corporation
? Limited Liability Company
State of Organization: PENNSYLVANIA
Borrower's Tradenames or Tradestyles:
Other Locations of Borrower's Business:
EXHIBIT
ffi .0t
? Limited Partnership
? Non•Prorn Corp.
Page W of 7,2+)
BUSINESS BANKING LINE OF CREDIT AGREEMENT
TERMS AND CONDITIONS
We are pleased to have you as a customer and to provide you with a copy of these terns and conditions (the 'Terms and Conditions") governing
the line of credit ("Line") provided to you by us. These Terns and Conditions arc an important part of your Business Banking Line of Credit
Agreomcnt. A supply of checks to enable you to begin using your account will be mailed to you shortly. Please read these Terms and Conditions
carefully. Your use or acceptance of any Line proceeds will be deemed evidence of your agrewnt to these Terms and Conditions.
1. DEFINITIONS. In this Agreement, the following definitions apply:
"Agreement" means this Business Banking Line of Credit Agreement and any amendment or addendum to this Agreement.
"We," "us," "our" or "Bank" means the Bank identified on the first page of this Agreement or any person or entity to whom the rights
of the Bank have been assigned.
.You." "your," "yours" or "Borrower" means the individual(s) or entity(ics) identified on the first page of this Agtecment who have
appl ied to the Bank for the Line, for whom an account has been approved and who arc listed above a a Borrower.
"Billing Cycle" means he interval between the daes on which monthly statements are prepared.
"Expiration Date" shell be the date which is one year from the Date of Loan shown on the first page of this Agreement, or such later
date as may be designated by written notice from us to you.
"Maximum Credit Limit" or "Maximum Credit" means the total dollar amount of credit available to you from time to time, the initial
amount of which is identified on the first page of this Agreement.
"Payment Due Date" means the date which will appear each month as the "Payment Due Date" on the billing statement. The Payment
Due Date will be deternincdby the Bank at the Bank's discretion.
"Termination" means that you will no longer be able to obtain loans or any extension of credit on this account. Termination affects
the account permanently.
2. GENERAL DESCRIPTION OF THE ACCOUNT. This account is a revolving line account, sometimes called a line of credit. It is
intended to be used only for business purposes. You represent that it will not be used primarily for personal, family, or household purposes. You
may obtain loans on this account in the ways described in the "Account Privileges" section of this Agreement up to the Maximum Credit Limit
until this account is terminated. Interest will be charged on the outstanding principal balance at a rate that may change from time to time. Each
new rate will apply to the outstanding balance on your account and all new borrowings until the rate changes again.
3. AUTHORIZED SIGNERS. In the Agreement, you arc to designate the person(s) who arc suthoraed to write checks or obtain funds
from this account by any other means as we may, from time to time, permit without the signature or endorsement of any other Borrower. Any
one of the authorized signers may as alone. if more than one name is identified as Borrower, each individual Borrower named has authority to
write checks or obtain funds from this account by any other means as we may, from time to time, permit without the signature or endorsement of
any other Borrower.
We may honor drafts drawn by an authorized signer even if the drafts are made payable to the signer, to cash, or for deposits to the
authorized signer's personal account We have no duty to investigate orqucAon the application of Line furls. We may refuse to honor drafts or
requests for funds if we arc uncertain as to anyone's continuing authority to act as an authorized signer, or if the signature on a draft does not
appear to be that of an. authorized signer.
4. HOW YOU AGREE TO THE TERMS OF THIS ACCOUNT. Applying for the Line, using your account or permitting someone else
to use your account constitutes your agreement with us to be bound by this Agreement
?. ACCOUNT PRIVILEGES. We have established this account for you with a Maximum Credit Limit in the amount set forth on the
first page of this Agreement which may change from time to time and which will appear on your monthly billing stetemertt. You may use this
credit to obtain loans from time to time until the Expiration Date by writing checks given by us to you for that special purpose in amounts of not
less than $1,000.00 or by using other methods which we may permit. You may not use this account to make payments on this or any other PNC
Bank socount You may continue to obtain loans until this account is terminated or the Expiration Date, whichever is earlier. You aLdwrize tars to
charge this account for all checks you write on this account, for loans you make and for interest and ray other amounts which you agree in this
Agreement to pay. If you lose the checks which were given to you to obtain loans from this account, or someone has obtained them without your
permission, you must tell to immediately. You acknowledge and agree tar in no event will we be under any obligation to extend or renew this
account beyond the initial Expiration Date.
-z-
Page. of 11)
We agree to paychecks which are dated, drawn and issued on this account by you prior to the earlier of the termination of this account
or the Expiration Date. We are not obligated to pay checks that cause your balance to exceed your Maximum Credit Limit. We are not obligated
to pay any checks dated, drawn or issued by you or received by us alter this account is terminated, if your balance exceeds your Maximum Credit
Limit, or if your checks have been reported lost or stolen. You agree that the only checks that you will write to make bans from the account will
be those issued by us for that special purpose.
6. OVERDRAFT PROTECTION. If you elect Overdraft Protection for this account, we will make a deposit to the business checking
account with us designated by you whenever a withdrawal is made from that checking account, either by writing a check from the checking
account or in some other way, in an amount which is more money than the balance in that checking account. The amount which we will deposit
will be the amount by which the withdrawal exceeds the balance in the checking account, rounded up to the next whole 51.00; however, the
amount which we will deposit will not be less than $50.00. We will charge the amount of the deposit as a loan from this account We do not
have to make a deposit to the checking account if a deposit will cause the balance of this account to exceed the Maximum Credit Limit or would
violate this Agreement. Checking account checks which are returned will be subject to our regular overdraft charges.
YOU AGREE.
a) not to write checks for less than S1,000.00;
b) to repay all amount advanced hereunder together with interest as provided in this Agreement;
C) not to make loans from this account which will cause the outstanding balance on this axxxwnt at any time to exceed the
Maximum Credit Limit which we have now approved or may approve at any time it the future;
d) to immediately pay the amount of any loans in excess of the Maximum Credit Limit;
C) to give us such financial statements as we may request from time to time;
f) to pay us costs of collection, including tout costs and reasonable legal fees and expenses allowed by law, if we refer your
account to an attorney for collection;
g) not to give us false information or signatures at any time or let anyone who is not a Borrower use this account;
h) to pay a Late Charge, as provided in this Agreement, for each month any payment is not made within fifteen (15) days of
its Payment Due Date; and
i) to honor any and all other promises bat you make in this Agreement.
8. SECURITY INTEREST. Money on deposit with us and property held by us secure loans made wrier this Agreement; collateral
securing other obligations to us may also secure loans under this Agreement.
9. INTEREST. The interest rite on the Line. is subject to change from time to time based on changes in an independent index which will
be the highest Prime Rate published in the "Money Rates" section of The Wall Street Journal for the last day of the preceding calendar month
which is reported (the "Index"). The Index is notnecessarily the lowest rate we charge on our loath. If the Index becomes unavailable during the
term of this account, we may designate a substitute index after notifying you. We will tell you the current Index rate upon your request. You
understand that we may provide lines of credit and loans based on other rates as well. The interest rate change will not occur more often than
each month. The Index for a Billing Cycle is determined on the first day of that cycle based an the index for the last day of the preceding
calendar month which is reported. The current Index is set forth on the first page of this Agreement. The interest rate to be applied to the unpaid
principal balance of this account is determined by adding a number of percentage points (the "Margin-) to the Index. This Margin is set forth on
the first page of this Agreement, as is the initial interest rate for the account (the Index rate plus the Margin).
Interest on the principal balance of loans outstanding on this account is computed on a 365/360 simple interest basis; that is, by
applying the ratio of the annual interest rate on the first day of the Billing Cycle over a year of 360 days to obtain a daily periodic rate, multiplied
by the average daily principal balance during the Billing Cycle, multiplied by the actual number of days in the Billing Cycle. Under no
circumstances will the interest rate on this account be more than the maximum rate allowed by applicable law.
to. MONTHLY INTEREST PAYMENTS. You agree to pay the accrued and unpaid interest on this account each month on the Payment
Due Date. Your payments must be sent to xis at the address shown above or at such other place as we may designate in writing. Unless otherwise
agreed in writing or required by applicable law, payments wit be applied first to any accred unpaid interest, then to principal, and any remaining
amount to any unpaid collection costs and any late charges.
H. LATE CHARGES. If you fail to pay us the payment due by the payment due date reflected on your monthly statement, we may
charge you a Late Charge ofSI00 or 5%ofthe amount past dux, whichever is less.
12. AUTOMATIC PAYMENT; DEPOSITORY; INCREASE OF MARGIN. You agree to establish and maintain a business checking
account with us during the term of this Agreement which shall be your primary depository account Yoe atthorize its to deduct your monthly
payments on the account from the checking account automatically. If there are insufficient collected and available funds in the checking seeount,
we will not be required to advance funds to cover the payment. We reserve the right to terminate the automatic payment service at any lime, with
or without cause. If you revoke your authorization for us to automatically deduct your monthly payments on the account from the checking
account any reason whatsoever or fail to maintain a checking account with us which say be charged, we may, at our optim upon thirty (30) days
notice to you, increase the interest rate Margin set forth on the first page of this Agreement by 0.25 percentage pants (0.25%).
If you fail to establish and maintain your primary depository account with us, we may. at our option, upon thirty (30) days notice to
you, increase the interest rate Margin set forth on the first page of this Agreement by up to 1.00 percentage points (1.00%).
Our right to increase the interest rate Margin pursuant to this Section shall be in addition to any other rights or remedies we may have,
all of which are hereby reserved, and shall not constitute a waiver, release or limitation upon our exercise of any such rights or remedies.
-3-
,age 6 of 11)
ti
13. PREPAYMENT. You may pay without penalty all or any portion of the amount owed earlier than it is due. Early payments will not
relieve you of your obligation to continue to make payments of accrued unpaid interest. Rather, they will reduce the principal balance due.
14. MONTHLY STATEMENTS AND CHECKS. We will send you a monthly statement for each billing cycle in which activity is posted
to this account or if there is a debit or credit balance of morn than $1.00 or for any billing cyck in which we impose interest. The statement will
show advances made, the amount dune for accrued unpaid interest, payments made and the balance which you owe. All payments mast be
received by us in U.S. dollars at the remittance address disclosed on your monthly billing statement. Any subsidiary or atliliate of ours may act
as your agent in receiving payments on this account. Unless you notify of ns in writing of errors in the statement within sixty (60) days from the
date it is mailed, the statement shall be considered correct and accepted by you. We need not nail you a statement if we deem this account
uncollecuble or if delinquency collection proceedings have been started by us. If there is more thm one Borrower, each agrees that if the
statement is sent to and accepted by any of you, it shall be considered correct as to and accepted by all of you. We shall retain all checks drawn
on this account.
15. CREDIT REVIEW. By accepting this account, you authorize us to check your credit and employment history and to answer any
questions about our experience with you. You also authorize us to obtain from and exchange information with our affiliates and correspondents.
Information from credit bureaus was obtained with respect to this account. If you ask, we will tell you whether or not a consumer credit report
was requested from a credit bureau and the name and address of the credit bureau(s) that provided the consumer credit report. At our option, we
may obtain updated credit bureau reports and income verifications on you as is reasonably necessary to protect our itterests.
16. CUSTOMER INFORMATION. You understand that we share transaction information with PNC Bank affiliates and with any third
party diet performs services for us in connection with this account or to whom this account may be transferred. We may also share other
informadon you or a third party may provide. If you do not want us to share personal,'nontransaction information with PNC Bank affiliates,
please write us at PNC Bank, P. O. Box %066, Pittsburgh, Pennsylvania 15226. Be sure to include your name, address, account number(s) or
Social Security/EIN number (s).
17. DEFAULT. You will be in default if any of the following happens:
9) If you fail to pay any payment whenit is due;
b) If you fail to pay us the amount of any advances in excess of the Maximum Credit Limit within ten (10) days after we mail
a notice to you demanding the money.
C) if you use the proceeds of loans from his account for a purpose not permitted under this Agreement;
d) If you or any guarantor fail to provide us with an updated financial statement upon our request
e) If you die, are put in jail, or if a court with proper jurisdiction to do so finds that you are incapacitated;
!) If you make an assignment for the benefit of creditors, if you are or become insolvent, if a receiver is appointed for any
part of your property, or if bankruptcy or receivership proceedings arc filed by or against you;
g) If anyone riles a lawsuit or gets a judgment against you, or attaches or levies on my property ofyours;
h) If you do not notify us within ten days of any change in your address;
i) If you have made any untrue statements or have provided as with false information or signatures at any time;
P If you fail to keep any promise or perform any day in this Agreement or any other ban or agreement withus;
k) If you default under any loan, extensionof credit, security agreement, purchase or sates agreement, or any other agreement,
in favor of any other creditor or person that may materially affect my of your property or your ability to repay this accout
or perform your obligations under this Agreement;
1) If any creditor tries to take any of your property on or in which we have a lien or security interest (this includes a
garnishment of any of your accounts with us);
in) If a material adverse change occurs in your financial condition, or we believe the prospect of payment or performance of
the account is impaired;
n) If you fail to establish and maintain your primary deposit account with us;
o) ]f any of the events described in this default section occurs with respell to any gtenanter of this account;
P) If any guarantor seeks, claims or otherwise attempts to limit, modify, revoke such guarantor's guaranty of this account or
any other loan with us; or
q) If we, in good faith, deem ourselves insecure.
is. OUR RIGHTS UPON DEFAULT. If a default occurs, we will have no furtherduty to pay checks or make advances from this account
and this account will be terminated. This will happen without prior notice to you If we choose, at our sole option, to pay checks horn this
account or make advances after default, you agree that we may charge those loans to this account If any event described in Sections 17(I). (g) or
(h) happens, all amounts which you owe us under this Agreement shall be immediately due and payable without prior notice to you, or right to
cure, except as required by law. If any other event specified in Section 17 occurs, all amounts which you owe us under this Agreemert shall be
due and payable immediately, at our option, without prior notice to you, or right to cure, except as required law. The other
by provisions this
Agreement will continue to apply to this account If we get *judgment after default and/or you are • debtor in an action filed by of against you
under the Bankruptcy Code, unless prohibited by applicable law the rates applicable to this account will continue to apply to the balances on this
account. A default under this Agreement is a default under every other note, loan agreement or security agreement that you have with us
Upon default, if we declare the entire outstanding principal, unpaid interest and charges on your account immediately due and payable,
you must pay that amount immediately. Upon your default, we may increase the interest Margin up to five percentage points (5%) over the
variable interest rate on this account, if allowed by law. We may hire or pay someone else to help us collect this account if you fail to pay in
accordance with this Agreement. You agree to pay our collection costs (including, without limitation, the cost of in-house attorneys and suf ).
whether er not we hire anyone else to help us collect this account. This includes, subject to any limits under applicable law, our attorneys' fees
and legal expenses whether or nos there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), appeals and any anticipated post judgment collection smites. In addition to all other sums
provided by law, you will also pay any court costsif not prohibited by applicable law.
-4.
Page 7 of 11)
1 .i
19. FEES. Your account is subject to the Annual Fee described on the first page of this Agreement. The Annual Fee will be charged in
advance on the anniversary date of your account and is not refundable.
20. TERMINATION BY YOU. You may terminate this Agreement at any time that you are not in default by: (i) mailing or delivering a
written notice to us that you are terminating this account; (ii) paying us the outstanding principal balance of die account, the accrued and unpaid
interest on the balance, and all other amounts due in accordance with the terms of this Agreement and (iii) immediately returning all checks and
other credit access devices, if applicable, which are our property and that were provided to you to access your account You will continue to be
liable for any advances made pursuant to unmturned checks. Any use of checks after the account is terminated may be considered fraudulent
21. TERMINATION BY US. Upon sixty (60) days prior written notice to you, we may terminate this account, with or without cause, and
demand full payment of the outstanding principal balance of the account, the accred and unpaid interest on the balance, and all otbe amounts
due in accordance with the terms of this Agreement. Unless our notice provides otherwise, we will have no further obligation to make any new
loans to you. Termination under this paragraph will not affect any checks which comply with this Agreement and which were written and issued
by you before the date on the termination notice or any other loans made under this Agreement before the date on the termination notice. If we
choose, at our sole option, to pay checks or make advances after we have terminated this account, you agree that we may charge arose loans to
this account. After termination, the checks and other credit access devices, if applicable, which are our property and that were provided to you to
access your account must be returned to us immediately.
22. CONVERSION TO TERM LOAN. We retain the right to convert all or any part of the outstanding indebtedness under this account
into an amortizing tern loan, with or without cause, upon providing sixty (60) days prior written notice to you (the "Conversion Notice"). If we
exercise this right, we will compute a new monthly payment with respect to the par of the account so converted (the "Term Loan Portion'), and
you will be advised of such new monthly payment with respect to the Term Loan Portion in the Conversion Notice. Monthly payments on the
Tern Loan Portion following the Conversion Notice shall be based upon an amortizeticn period specified in the Conversion Notice (the
"Amortization Period"). Subsequent payments on the Term Loan Portion shall be determined monthly and shall be in the amounts determined by
us to be necessary to fully amortize the then outstanding principal balance of the account so converted over the then remaining Amortization
Period at the effective interest rate on the account as of the date the amount of such payment is calculated by us. Ad outstanding principal and
accrued Interest will be due on the last day of the Amortization Period. Following the Conversion Notice, the Maximum Credit Limit of the
account shall be reduced to the initial amount of the Term Loan Portion. You may not reborrow repaid amounts of the Tam Loan portion unless
otherwise agreed by us. Upon payment in full of the Term Loan Portion and with our consent, the full amour of the account may be reinstated.
All of the provisions ofthis Agreement shall apply to the Term Loan Portion except to the extent inconsistent with this paragraph.
23. OUR LIABILITY. We have no responsibility for failure of any machine, merchant or odor party to honor checks or any alter means
which we may permit from time to time to be used to obtain a loan from this account. Our liability, if any, for wrongful dishonor of a check
written on this account is limited to your actual damages. Dishonor for any reason as provided under the tams of this Agreement is not wrongful
dishonor.
24. POST-DATED, STALE DATED, STOP PAYMENT AND CERTIFICATION OF CHECKS. Procedures and laws applicable to pou-
d ted. stale dated, and stop payment of checks In connection with transactions on regular business checking accounts shall apply to cheeks under
this Agreement. You agree not to issue post-dated checks. You may place a stop payment order on a check by providing us with information on
the date, number, payee, and exact amount (dollars and cents) of the check at any branch office, or by calling or writing us at the following
address: PNC Bank, Centralized Customer Assistance, 2730 Liberty Avenue, Pittsburgh, PA 15222. We will not be liable for paying a check if
your request is incomplete, incorrect in any detail or is not provided to us in a time and manner which affords its a reasonable opportunity to act
upon it. We will not "certify 'a check on this account.
25. AMENDMENT OF AGREEMENT. We may amend this Agreement from time to time, in any respect, by giving you written notice
where required by law. Such amendments will apply to outstanding balances and new loans ex
If you do not agree to be bound by the terms of any amendment
4 you must notify us of your election ? to to terminate to the he c aeotat co ii, the teen nalke.
20 of these Terms and Conditions within thirty (30) days of the date we sent you our cocci of the anher?rimetht
26. YOUR RESPONSIBILITIES TO US. If more than one person is identified as Borrower, tech and all of you are equally responsible,
in and together, to us for payment in full of this account. If we extend credit to you by posting any advance to your account prior to
L
receiving written notice of your death or incapacity, such transaction shell be a valid and binding obligation of your estate and upon your heirs
personal representatives.
27. REMEDIES CUMULATIVE. Our remedies under this Agreement shall be cumulative and not altemative
29. DELAY IN ENFORCEMENT. We can delay in enforcing any of our rights under this
by us of any provision of his Agreement will not be a waiver of the same or any other Agreement without Itxhng tam' Any waiver
y provision in arty tt)hcr occasion
29. ASSIGNMENT. You may not assign or otherwise transfer your rights and privileges
obligations to repay amounts you owe us. Any attempt b under this Amt or delegate your
our rights under this A Y You to assign or delegate will be void and of on effect We may assign any and all of any ti
ithout
nsent
whom
we assign rights under this Agreeing entt.None of your ghts or obl Scions shall bee effectediby suc h assignment- is Agreemrnt shall be entitled to all of our
30. REPLACEMENT OF PRIOR AGREEMENTS. This Agreement replaces all earlier agreements and governs all balances on this
account. including balances carried over onto his account from any prior account just as if it had been in effect before the first advance from this
account.
- S -
Page 8 of 11)
31. GOVERNING LAW AND CONSTRUCTION; IURISDICTION. This Agreement has been delivered to and accepted by us and will
be deemed to be made in the State where our office indicated on the first page of this Agreement is located. Regardless of the State of your
residence, you agree that this Agreement will be interpreted, and the rights and liabilities of the parties determined, in accordance with, die laws
of the State where our office indicated on the first page of this Agreement is located, excluding its conflict of laws rules. You irrevocably consent
to the exclusive jurisdiction of any state or federal court located for the county or judicial district where our office indicated on the first page of
this Agreement is located, and consent that all service of process may be sent by rationally recognized overnight courier service directed to you at
your address set forth on the first page of this Agreement and service so made will be deemed to be completed on the business day after deposit
with such courier, provided that nothing contained in this Agreement will prevent us from bringing any action, enforcing any award or judgment
or exercising any rights against you individually, against any security or against any of your property within any other county, state or other
foreign or domesticjurisdiction. You acknowledge and agree that the venue provided in this paragraph is the most convenient forum for both you
and us. You waive any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.
32. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect the
validity or enforceability of the remairing provisions of this Agreement.
33. GENERAL PROVISIONS. To the fullest extent allowed by law, you and any other person who guarantees or is otherwise liable for
this account waive any applicable statute of limitations, presenunent, demand for payment, protest and notice of dishonor. Um any change
this Agreement, and unless otherwise expressly stated in writing, no party obligated on this accotmt, directly or as a guarantor, shall be releasedof
from liability. We may renew or extend (repeatedly and for any length of time) this account, or release any parry or guarantor or collateral; or
impair, fail to realize upon or perfect our security interest in any collateral; and take any other action deemed necessary by us without the consent
of, or notice to, anyone. We may modify this account without the consent of, or notice to, anyone other than the party with whom the
modification is made. Any notice to us which is required by this Agreement must be seta to as at the address set forth on the first page of this
Agreement.
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Page 9 of 11)
BUSINESS BANKING LINE OF CREDIT AGREEMENT
ADDITIONAL SECURITY AGREEMENT TERMS (If Applicable)
DEFINITIONS.
(a) 'Collateral" shall include all personal property of the Borrower, including the following, all whether now owned or
hereafter acquired or arising and wherever located: (i) accounts (including health-care-irsunnce receivables and credit card receivables); (ii)
securities entitlements, securities accounts, commodity accounts, commodity contracts and investment property; (iii) deposit accounts; (iv)
instruments (including promissory notes); (v) documents (including warehouse receipts); (vi) chattel paper (including electronic chattel paper and
tangible chattel paper); (vii) inventory, including raw materials, work in process, or materials used or consumed in Borrower's businesses, items
held for sale or lease or furnished or to be famished under contracts of service, safe or lease, goods that are returned, reclaimed or repossessed;
(viii) goods of every nature, including stock-in-trade, goods on consignment, standing timber that is to be cut and removed under a conveyance or
contract for safe, the unborn young of animals, crops grown, growing, or to be grown, manufactured hones, computer programs embedded in
such goods and farm products; (ix) equipment, including machinery, vehicles and furniture; (x) fixtures; (xi) commercial tort claims, if any,
identified in writing to the Bank; (xa) letter of credit rights; (xiii) general intangibles, of every kind and descdptkxk inert
intangibles, software, computer information, source codes, object codes, records and data, all existing and future customer lists, emotes ina chin,
claims (including claims for indemnification or breach of watrumty), books„ records, patents and patent applications, copyrights, trademarks,
tradensmes, tradestyles, trademark applications, goodwill, blueprints` drawings, designs and plans, trade secrets, eontracb, licenses, license
agreements, formulae, tax and any other types of refunds, returned and unearned insurance prerniums, rights and claims under insurance policies;
(xiv) all supporting obligations of all of the foregoing property; (xv) all property of the Borrower now or hereafter in the Bank's possession or in
transit to or from, or under the custody or control of, the Bank or any affiliate thereof; (xvi) all cash and cash equivalents thereof, and (xvit) all
cash and non-cash proceeds (including insurance proceeds) of all of the foregoing property, all products thereof and all additions and accessions
thereto, substitutions therefor and replacements thereof.
(b) "Loan Documents" means this Agreement, any and all rotes evidencing the Obligations and all related documents,
instruments and agreements.
(c) "Obligations" shall include all loans, advances, debts, liabilities, obligations, covenants and duties owing from the
Borrower to the Bank or to any other director indirect subsidiary of The PNC Financial Services Group, Inc., of any kind or nature, present or
future (including any interest accruing thereon after maturity, or after the filing of any petition in
ha
insolvrn nknct po or the commencement of any
ry, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-pcution Interest is allowed in
such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due
or to become due, now existing or hereafter arising, whether or not (i) evidenced by any note, guaranty or other instrument, (ii) arising under any
agreement, instrument or document, (iii) for the payment of money, (iv) arising by reason of an extension of credit, opening of s letter of eredit,
loan, equipment lease or guarantee, (v) under any interest or currency swap, future, option or other interest rate protection or similar agreennernt,
(vi) under or by reason of any foreign currency transaction, forward, option or other similar transaction providing for the purchase of one
currency in exchange for the sale of anoher currency, or in any other manner, (vii) arising out of overdraft on deposit or otha accounts or out of
electronic funds transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of the Wynn unpaid of or corer
failure of the Bank to. receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or otba
account, or out of the Bank's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or odma
similar arrangements, and any amendments, extensions, renewals and increases of or to any of the foregoing and all costs and expenses of the
Bank incurred in the documentation, negotiation, modification, enforcement, collection and otherwise in connection with any of the foregoing,
including reasonable attorneys' fees and expenses.
(d) . "UCC" means the Uniform Commercial Code, as adopted and enacted and as in effect from time to time in the State whose
law governs pursuant to the Section of this Agreement entitled "Governing Law and Jurisdiction." Terms used herein which are defined in the
UCC and not otherwise defined herein shall have the respective meanings ascribed to such terms in the UCC. To the extent the definition of any
category or type of collateral is modified by any amendment, modification or revision to the UCC, such modified definition will apply
automatically as ofthe date ofsuch amendment, modification or revision
2• GRANT OF SECURITY INTEREST. To secure the Obligations, the Borrower, as debtor, hereby assigns and grants to the Bads as
secured party, a continuing lien on and security interest in the Collateral.
3. CHANGE IN NAME OR LOCATIONS. The Borrower hereby agrees that if the location of the Collateral changes from the
location(s) identified on the first page of this Agreement, or if the Borrower changes its name, its type of organization, its state of organization (if
Borrower is a registered organization), its principal residence (if Borrower is an individual), its grief executive office (if Borrower is a general
partnership or non-registered organization) or establishes a name in which it may do business that is not identified on the first page of this
Agreement, the Borrower will immediately notify the Bark in writing of the additions or changes.
4. REPRESENTATIONS AND WARRANTIES. The Borrower represents, warrants and covenants to the Bank that (a) all information,
including its type of organization, jurisdiction of organization, chief executive office, and (for individuals only) principal residence are as sa
PoOh on the first page of this Agreement and are true and correct on the date hereof; (b) the Borrower Ass good, marketable and indefeasible title
to the Collateral, has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral, and the Collateral is
free from all encumbrances and rights of scloff of any kind except time lien in favor of the Bank created by this Agreement; (c) except as herein
provided, the Borrower will not hereafter without the Bank's prior written consent sell, pledge, encumber, assign or otherwise dispose of any of
the Collateral or permit any right of setoff, lien or security interest to exist thereon except to the Bank; (d) the Borrower will defend the Collateral
against all claims and demands of all persons at any time claiming the same or any interest therein; (e) each account and
included in the definition of Collateral, is genuine and enforceable in accordance with its terms and the Borrower will defend the same agaimst.all
claims, demands, setoffs and counterclaims at any time asserted; and (() at the time any account or general intangible becomes subject to this
Agreement, such account or general intangible will be a good and valid account representing a bons fide sale of goods or services by the
-7-
,age 10 of 11)
Borrower and such goods will have been shipped to the respective account debtors or the services will have been performed for the respective
account debtors, and no such account or general intangible will be subject to any claim for credit, allowance or adjustineett by arty account debtor
or any setoff, defense or counterclaim.
BORROWER'S COVENANTS. The Borrmver covenants that it shall:
(a) from time to time and at all reasonable times allow the Bank, by or through any of its officers, agents, attorneys, or
accountants, to examine or inspect the Collateral, notify account debtor of the Bank's security interest in accounts and obtain valuations and
audits of the Collateral, at the Borrower's expense, wherever located. The Borrower shall do, obtain, make, execute and deliver all such
additional and further acts, things, deeds, assurances and instruments as the Bank may require to vest in and assure to the Bank its rights
hereunder and in or to the Collateral, and the proceeds thereof, including waiver from landlords, warehouscmen and mortgagees. The Borrower
agrees that the Bank has the right to notify (on invoices or otherwise) account debtors and other obligors or payors on any Collateral of its
assignment to the Bank, and that all payments thereon should be made directly to the Bank, and that the Bank has full power and authority to
collect, compromise, endorse, sell or otherwise deal with the Collateral in its own name or that of the Borrower at any time upon an Event of
Default.
(b) keep the Collateral in good order and repair at all times and immediately notify the Bank of any event causing a material
loss or decline in value of one Collateral, whether or not covered by intuance, and the amount of Rich loss or depreciation;
(c) only use or permit the Collateral to be used in accordance with all applicable federal, state, county and municipal laws and
regulations; and
(d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called extended
coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained a a location in a flood hwrd zone) as
the Bank may require, in such form, in such amount, for such period and written by such companies as maybe satisfactory to the Bank in its sole
discretion. Each such casualty insurance policy shall contain a standard Lender's Loss Payable Clause issued in favor of the Brnk carder which all
losses thereunder shall be paid to the Bank as the Bank's interest may appear. Such policies shall expressly provide that the requisite insurance
cannot be altered or canceled without at least thirty (30) days prior written notice to the Bade ad shall insure the Back notwithstanding the cars or
neglect of the Borrower. Upon the Bank's demand, the Borrower shall Iltmish the Bank with duplicate original policies of insurantm or such
other evidence of insurance as the Bank may require. In the event of failure to provide insurance as herein provided, the Bank may, at its option,
obtain such insurance and the Borrower shall pay to the Bank, on demand, the cost thereof Proceeds of insurance may be applied by the Bank to
reduce the Obligations or to repair or replace Collateral, all inthe Bank's sole discretion.
6. NEGATIVE PLEDGE; NO TRANSFER. The Borrower will not sell or offer to sell or otherwise transfer or grant or allow the
imposition of a lien or security interest upon the Collateral (except for sales of inventory and collections of accounts in the Borrower's ordinary
course of business) or use any portion thereof in any manner inconsistent with this Agreement or with the terms and conditions of any policy of
insurance thereon.
COVENANTS FOR ACCOUNTS. If accounts are included in the definition of Collateral:
(a) The Borrower will, on the Bank's demand, make notations on its books and records showing the Bank's security intent
and make available to the Bank shipping and delivery receipts evidencing the shipment of the goods that gave rise to an amount, completion
certificates or other proof of the satisfactory performance of services that gave rise to an account, a copy of the invoice for each account and
copies of any written contract or order from which an account arose. The Borrower shall promptly notify the Bank if on account becomes
evidenced or secured by an instrument or chattel paper and upon the Bank's request, will promptly deliver any such instrumles or chattel paper to
the Bank, including any letter of credit delivered to the Borrower to support a shipment of inventory by the Borrow. '
(b) The Borrower will promptly advise the Bank whenever an account debtor refutes to retain or returns any goods from the
sale of which an account rose and will comply with any instructions that the Bank may give regarding the sale or other disposition of such
returns. From time to time with such frequency as the Bank may request, the Borrower will report to the Bads all credits given to account debtors
on all accounts.
(c) The Borrower will immediately notify the Bank if any account arises out of contracts with the United Sates or any
departrnent, agency or instrumentality thereof, and will execute any instruments and take any steps required by the Bank so that all monies due
and to become due under such contract shall be assigned to the Bank and notice of the assignment given to and acknowledged by the appropriate
government agency or authority under the Federal Assignment of Claims Ad.
(d) At any time after the occurrence of an Event of Defiuh, and without notice to the Borrower, the Bank may diRq any
persons who we indebted to the Borrower on any Collatcral consising of accounts or general intangibles to make payment directly to the Bank of
the amounts due. The Bank is authorized to give receipts to such account debtors for any such payments rind the account debtors will be
protected in making such payments to the Bank. Upon the Bank's written request, the Borrower will establish with the Bank and maintain a
lockbox account ("Lockbox") with the Bank and a depository account(s) ("Cash Collateral Account") with the Bank subject to the provisions of
this subparagraph and such other related agreements as the Bank may require, and the Borrower shall notify its account debtors to remit payments
directly to the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to the Cash Collateral Account, and fiends in the Cash
Collateral Account shall be applied by the Bank, daily, to reduce ore outstanding Obligations.
g. FURTHER ASSURANCES. The Borrower hereby irrevocably authorizes the Bank to execute (on behalf of the Borrower) and file
against the Borrower one or mote financing, continuation or amendment statements pursuant to the UCC in form satisfactory to the Bank, and the
Borrower will pay the cost of preparing and filing the same in all jurisdictions in which such filing is deemed by the Bank to be necessary or
desirable in order to perfect, preserve and protect its security interests. If required by the Bank, the Borrower will execute all documentation
necessary for the Bank to obtain and maintain perfection of its security interests in the collateral. If any collateral consists of letter of credit
-8-
?age ,11 of ,01)
rights, electronic chattel paper, deposit accounts or supporting obligations not maintained with the Bank or one of its affiliates, or any securities
entitlement, securities account, commodities account, commodities contras or other investment property, then at the Bannk's request the Borrower
will execute, and will cause the depository institution or securities in,
upon whose books and records the ownership interest of the
Borrower in such Collateral appears, to execute such Pledge Agreements, Notification and Control Agreements or other agreements as the Bank
deems necessary in order to perfect, prioritize and protect its security interest in such Collateral, in each case in a form satisfactory to the Bank.
9. EVENTS OF DEFAULT. The Borrower shall, at the Bank's option, be in default under this Agreement upon the happening of any of
the following events or conditions (each, an "Event of Default"): (a) any Event of Default (as defined in my of the Obligaans). (b) any default
under my of the Obligations that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided in such
Obligations with respect to such default; (c) demand by the Bank under any of the Obligations that have a demand feature; (d) the failure by the
Borrower to perform any of its obligations under this Agreement; (e) falsity, inaccuracy or material breach by the Borrower of any written
warranty, representation or statement trade or famished to the Bank by or on behalf of the Borrower, (f) an uninsured material loss, dieft,
damage, or destruction to any of the Collateral, or the entry of any judgment against the Borrower or my lien against or the making of any levy,
seizure or attachment of or on the Collateral; (g) the failure of the Bank to have a perfected first priority security interest in the Collateral; (h) any
indication or evidence received by the Bank that the Borrower may have directly or indirectly been engaged in any type of activity which, in the
Bank's discretion, might result in the forfeiture of any property of the Borrower to any govemmontel entity, federal, state or local; or (i) if the
Bank otherwise deems itself insecure.
10. REMEDIES. Upon the occurrence of any such Event of Default and at any time thereafter, the Bank may declare all Obligations
secured hereby immediately due and payable and shall have, in addition to any remedies provided herein or by any applicable law or in equity, all
the remedies of a secured party under the UCC. The Bank's remedies include, but are not limited to, the right to (a) peaceably by its own meets
or with judicial assistance enter the Borrower's premises and take possession of the Collateral without prior notice to the Borrower or the
opportunity for a hearing, (b) render the Collateral unusable, (c) dispose of the Collateral on the Borrowers premises, (d) require the Borrower to
assemble the Collateral and make it available to the Bank at a plea designated by the Bank, and (e) notify the United States Postal Service to
send the Borrowers mail to the Bank. Unless the Collateral is perishable or threatens to decline speedily in value or is of & type customarily sold
on a recognized market, the Bank will give the Borrower reasonable notice of the time and place of any public sale thereof or of the time after
which any private sale or any other intended disposition thereof is to be made. The requirements of commercially reasonablenotice shall be met
if such notice is sent to the Borrower at least ten (10) days before the time of the intended sale or disposition. Expenses of retaking, holding,
preparing for sale, selling or the like shall include the Bank's reasonable attorney's fees and legal expentcs, incurred or expended by the Bank io
enforce any payment due it under this Agreement either as against the Borrower, or in the prosecution or defense of any action, or conneeming any
matter growing out of or connection with the subject matter of this Agreement and the Collateral pledged hereunder. The Borrower waives all
relief from all appraisement or exemption laws now in fora or hereafter enacted.
1 I. AUTHORIZATIONS. In addition to any authorizations contained elsewhere in this Agrommit, the Borrower does hereby irrevocably
authorize any officer or agent of the Bank to: (a) endorse the name of the Borrower or any of the Borrowers officers or agents upon any notes,
checks, drafts, money orders, or other instruments of payment or Collateral that may come into the Bank's possession in full or pan payment of
any Obligations; (b) sue for, compromise, settle and release all claims and disputes with respect to, the Collateral; and (c) sign, for the Borrower,
financing, continuation or amendment statements pursuant to the UCC, or supplemental intellectual property security agreements; auhoriziug the
Bank and its officers and agents to do any and all things necessary to be done in and about the premises as fully and effectually as the Borrower
might orcould do. The Borrower hereby ratifies all that the Bank, its officers and agents shall lawfully do or cause to be.donc by virtue hereof.
12. PAYMENT OF EXPENSES. At its option, the Bank may discharge taxes, liens, security intern or such other encumbrances as may
attach to the Collateral, may pay for required insurance on the Collateral and may pry for the maintenance, appraisal or reappraisal, and
preservation of the Collateral, as determined by the Bank to be necessary. The Borrower will reimburse the Bank on demand for any payment so
made or any expanse incurred by the Bank pursuant to the foregoing authorization, and the Collateral also will secure any advances or payments
so made or expenses so insured by the Bank.
13. NOTICES. All notices, demands, requests, consents, approvals and otter communications required or permitted hereuMbr
("Notices") must be in writing and will be effective upon receipt Notices may be given in any manner to which the parties may separately
agree, including electronic mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial courier service am
hereby agreed to as acceptable methods for giving Notices. Regardless of the mama in which provided, Notices may be am to a party's address
as'set forth on the first page of this Agreement or to such other address as any party may give to the other for such purpose in accordance with
this section.
M:Uett0SDC \BUSBAKK\CHO1CEUUNE 200 Mine of Gediz Agreement-PA-07-30.01.doc
-9-
age 20 of 11*
B PNCBANC
BUSINESS BANKING LINE OF CREDIT AGREEMENT
ADDITIONAL TERMS
(2002 Winter Promotion)
Borrower: ASHOK K AGARWAL DBA ASHOKA BOUTIQUE
519 COBBLER COURT
MECHANICSBURG, PA 17050
Bank: PNC Bank, National Association
4242 CARLISLE PIKE
CAMP HILL, PA 17001
Introductory Rate: 3.99%
Introductory Rate
Billing Cycles 6
Dear ASHOK AGARWAL:
Congratulations! . We are delighted that you are a PNC Business Enterprise Plan or Basic Plus Plan
customer. To thank you for your business, the special terms indicated below apply to your unsecured line
of credit. The provisions of these Additional Terms shall supersede any inconsistent provisions of the
enclosed Business Banking Line of Credit Agreement (the "Agreement") so long as you remain a PNC
Business Enterprise Plan or Basic Plus Plan customer and shall be deemed to be an Amendment to the
Agreement issued in accordance with Section 25 of the Agreement. Thank you for your business.
CHRIS ROCKEY
1. DEFINITIONS AND TERMS USED. Unless otherwise specified, any initially capitalized terms
used herein without definition shall have the meanings assigned to those terms in the Agreement.
2. INTRODUCTORY INTEREST RATE. So long as the Borrower maintains a PNC Business
Enterprise Plan or Basic Plus Plan with the Bank, interest on the balance of the Amount Financed
outstanding from time to time shall be computed on a 365/360 basis at the Introductory Rate indicated
above for the number of full Introductory Rate Billing Cycles indicated above.
3. TERMINATION OF INTRODUCTORY INTEREST RATE. If your PNC Business Enterprise
Plan or Basic Plus Plan is no longer in effect or the number of full Introductory Rate Billing Cycles
indicated above has been completed, interest on the balance of the Amount Financed outstanding from time
to time shall be computed in accordance with Section 9 of the Agreement
bt:Uep11SDC%BUSBANKICHOICE%Line orCredit Addendum - 3.99% Rita - 12-02.doc
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PNC BANK, NATIONAL ASSOCIATION,
Plaintiff,
vs.
ASHOK K. AGARWAL
DBA ASHOKA BOUTIQUE,
Defendant.
CIVIL DIVISION
NO.
CERTIFICATE OF RESIDENCE
hereby certify that the precise address of Plaintiff is:
Fifth Avenue and Wood Street
Pittsburgh, Pennsylvania 15222
and that the last known address of Defendant is:
519 Cobbler Court
Mechanicsburg, PA 17050
By: G+
Donna M. Donaher, Esquire
Attorney for PNC Bank, National Association
.6
AFFIDAVIT
The undersigned hereby certifies that the judgment to be entered in this action is not being
entered against a natural person in connection with a consumer credit transaction. To the
contrary, the underlying transaction is a commercial transaction.
7L? Donna M. Donaher, Esquire
Attorney for PNC Bank, National Association
Sworn to and subscribed
before me this 2 E? day
Of s?•h 2006
Notary PuF fic___--)
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
I? Melissa Szalkay, Notary Public
City Of Pittsburgh, Allegheny County
My Commission Expires Oct. 31, 2009
BANK FIN:289983-1 999999-999999 Member, Pennsylvania Association of Notaries
ACT 105 OF 2000 NOTICE
A JUDGMENT HAS BEEN ENTERED AGAINST YOU BY CONFESSION OF JUDGMENT.
PURSUANT TO 42 PA. C.S.A. §2737.1, IF YOU WERE INCORRECTLY IDENTIFIED AS A
DEFENDANT IN THE COMPLAINT IN CONFESSION OF JUDGMENT, YOU MAY BE
ENTITLED TO COSTS AND REASONABLE ATTORNEY FEES AS DETERMINED BY THE
COURT.
YOU MAY TAKE ACTION TO STRIKE THE JUDGMENT BY FOLLOWING THE PROCEDURE
IN RULE 2959 WHICH IS AS FOLLOWS:
PENNSYLVANIA RULE OF CIVIL PROCEDURE 2959 - STRIKING OFF JUDGMENT.
(a) (1) Relief From a judgment by confession shall be sought by petition. Except as provided
in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be
asserted in a single petition. The petition may be filed in the county in which the judgment was
originally entered, in any county to which the judgment has been transferred or in any other
county in which the sheriff has received a writ of execution directed to the sheriff to enforce the
judgment.
(2) The ground that the waiver of the due process rights of notice and hearing was not
voluntary, intelligent and knowing shall be raised only
(i) in support of a further request for a stay of execution where the court has
stayed execution despite the timely filing of a petition for relief from the judgment and the
presentation of prima facie evidence of a defense; and
(ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule 2973.3.
(3) If written notice is served upon the petitioner pursuant to Rule 2956.1(c)(2) or Rule
2973.1(c), the petition shall be filed within thirty days after such service. Unless the defendant
can demonstrate that there were compelling reasons for the delay, a petition not timely filed
shall be denied.
(b) If the petition states prima facie grounds for relief the court shall issue a rule to show cause
and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff
shall file an answer on or before the return day of the rule. The return day of the rule shall be
fixed by the court by local rule or special order.
(c) A party waives all defenses and objections which are not included in the petition or answer.
(d) The petition and the rule to show cause and the answer shall be served as provided in Rule
440 (see text of Rule 440 reprinted below).
(e) The court shall dispose of the rule on petition and answer, and on any testimony,
depositions, admissions and other evidence. The court for cause shown may stay proceedings
on the petition insofar as it seeks to open the judgment pending disposition of the application to
strike off the judgment. If evidence is produced which a jury trial would require the issues to be
submitted to the jury the court shall open the judgment.
A , 1
(f) The lien of the judgment or of any levy or attachment shall be preserved while the
proceedings to strike off or open the judgment is pending.
Rule 440. Service of Legal Papers other than Original Process
(a) (1) Copies of all legal papers other than original process filed in an action or served
upon any party to an action shall be served upon every other party to the action. Service shall
be made
(i) by handing or mailing a copy to or leaving a copy for each party at the
address of the party's attorney of record endorsed on an appearance or prior pleading of the
party, or at such other address as a party may agree, or
Note: Such other address as a party may agree might include a mailbox in the
Prothonotary's office or an e-mail address. For electronic service by means other than
facsimile transmission, see Rule 205.4(g).
(ii) by transmitting a copy by facsimile to the party's attorney of record as
provided by subdivision (d).
(2) (i) If there is no attorney of record, service shall be made by handing a copy to
the party or by mailing a copy to or leaving a copy for the party at the address endorsed on an
appearance or prior pleading or the residence or place of business of the party, or by
transmitting a copy by facsimile as provided by subdivision (d).
(ii) If such service cannot be made, service shall be made by leaving a copy at or
mailing a copy to the last known address of the party to be served.
Note: This rule applies to the service upon a party of all legal papers other than original
process and includes, but is not limited to, all other pleadings as well as motions,
petitions, answers thereto, rules, notices, interrogatories and answers thereto. Original
process is served under Rule 400 et seq.
(b) Service by mail of legal papers other than original process is complete upon mailing.
(c) If service of legal papers other than original process is to be made by the sheriff, he shall
notify by ordinary mail the party requesting service to be made that service has or has not been
made upon a named party or person.
BA N K_F I N:289983-1 999999-999999
VERIFICATION
The undersigned, Darnella Ganaway, hereby verifies the statements of fact contained in
the attached Complaint in Confession of Judgment to be true and correct according to her
personal knowledge, information and belief, and further pledges that this verification is made
subject to the penalties of 18 Pa. C.S.A. §4904 relating to unsworn falsification to authorities.
Date: i 2 2 0- o
By:
Attorney Relations Manager
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IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PNC BANK, NATIONAL ASSOCIATION,
Plaintiff,
vs.
ASHOK K. AGARWAL
DBA ASHOKA BOUTIQUE,
Defendant. )
TO: Ashok K. Agarwal
DBA Ashoka Boutique
519 Cobbler Court
Mechanicsburg, PA 17050
CIVIL DIVISION
NO. 07 ,
NOTICE OF ENTRY OF JUDGMENT
Please take notice that on J? tr-- , 2007 a Judgment by Confession of
Judgment, was entered against you in the court and at docket term and number set forth above.
The amount of the Judgment is $75,650.32, plus costs.
Prothonotary, Cumberlan un y
r- ? g ,
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PNC BANK, NATIONAL ASSOCIATION,
Plaintiff,
vs.
CIVIL DIVISION
NO. 0,,41" _ jq3
?L(J L
ASHOK K. AGARWAL
DBA ASHOKA BOUTIQUE,
Defendant.
AFFIDAVIT OF NON-MILITARY
SERVICE
Filed on behalf of Plaintiff,
PNC Bank, National Association
Counsel of Record for This
Party:
Donna M. Donaher, Esquire
Pa. I.D. #53165
TUCKER ARENSBERG, P.C.
Firm #287
1500 One PPG Place
Pittsburgh, PA 15222
(412) 566-1212
k V '% .
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PNC BANK, NATIONAL ASSOCIATION, ) CIVIL DIVISION
Plaintiff, )
NO.
Vs. )
ASHOK K. AGARWAL )
DBA ASHOKA BOUTIQUE, )
Defendant. )
AFFIDAVIT OF NON-MILITARY SERVICE
COMMONWEALTH OF PENNSYLVANIA )
COUNTY OF ALLEGHENY SS.
I, Darnella Ganaway, being duly sworn according to law, hereby depose and say that the
Defendant is not a member of the military service of the United States of America to the best of
my knowledge, information and belief.
Sworn and subscribed
before me this day
4ar e nt , 200 6.
blic
My commission expires:
L)arnelF Ganaway
Attorney Relations
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Angela M. Vicario, Notary Public
McKeeS Rocks Boro, Allegheny County
My Commission Expires Apr.812010
Member, Pennsylvania Association of Notaries
BANK_FIN:290005-1 999999-999999
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SHERIFF'S RETURN - REGULAR
CASE NO: 2007-00143 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
PNC BANK NATIONAL ASSOCIATION
VS
AGARWAL ASHOK K DBA ASHOKA BOU
JASON VIORAL
Sheriff or Deputy Sheriff of
Cumberland County,Pennsylvania, who being duly sworn according to law,
says, the within NOTICE UNDER RULE 2958.1 was served upon
AGARWAL ASHOK K DBA ASHOKA BOUTIQUE the
DEFENDANT , at 2030:00 HOURS, on the 21st day of February-, 2007
at 519 COBBLER COURT
MECHANICSBURG, PA 17050
ASHOK AGARWAL
by handing to
a true and attested copy of NOTICE UNDER RULE 2958.1 together with
OF JUDGMENT AND EXECUTION THEREON
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 18.00
Service 10.56
Affidavit .00
Surcharge 10.00
.00
38.56
Sworn and Subscibed to
before me this day
of ,
So Answers:
R. Thomas Kline
02/22/2007
TUCKER ARENSBERG
By
?puty Sheriff
i
A.D.