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HomeMy WebLinkAbout02-3728PNC BANK, NATIONAL ASSOCIATION, : IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. Oa - 37 dY HARRY F. DAVIS AND CAROL K. DAVIS, : CONFESSION OF JUDGMENT Defendant CIVIL ACTION -LAW CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against Defendants as follows: 1. Note A - $245,000 Loan a. Principal $234,333.25 b. Interest to July 22, 2002 $ 44,117.62 C. Total due to Plaintiff under Note A as of July 22, 2002 $278,450.87 II. Note B: $250,000.00 Loan a. Principal b. Interest to July 22, 2002 C. Late charges d. Total due to Plaintiff under Note B as of July 22, 2002 III. Attorneys' Commission $229,685.79 $ 43,386.13 $ 1,791.72 $274,863.64 $ 55,152.27 IV. Grand total due to Plaintiff under $608466.78, plus the Guaranty as of July 22, 2002 + additional interest, and costs from the date of the Complaint. Respectfully submitted, Date: SAIDIS, SHUFF, FLOWER & LINDSAY " 'Z?d By: c Karl . Ledebohm, Esquire Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 f7 i-? .. w ?.i T? y ?? l ' A ? v, _, _ ?; ; . rC i ;v c ? `;?;, p ma ` _i - c . ? a _? PNC BANK, NATIONAL ASSOCIATION, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. Oa Etc) _?W\_ HARRY F. DAVIS AND CAROL K. DAVIS, : CONFESSION OF JUDGMENT Defendant CIVIL ACTION -LAW COMPLAINT FOR CONFESSION OF JUDGMENT UNDER RULE 2951 1. The name and address of the Plaintiff is PNC Bank, National Association, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011. 2. The names and last known address of the Defendants are Harry F. Davis and Carol K. Davis, 115 Hammond Road, Shippensburg, Pennsylvania 17257. 3. Defendants Harry F. Davis and Carol K. Davis ("Defendants") executed and delivered to Plaintiff a Commercial Guaranty (the "Guaranty"), a true and correct photostatic reproduction of the original of which is attached hereto as Exhibit "A" and made part hereof. 4. Defendants under the Guaranty, guaranteed to Plaintiff the payment of all amounts due to Plaintiff by Davis Greenhouse, hie. ('Debtor") under, inter alia, the following Promissory Notes: (a) Promissory Note dated April 17, 1998, in the original principal amount of Two Hundred Forty-Five Thousand and 00/100 Dollars ($245,000.00), as modified by the Change in Terms Agreement dated November 20, 1993 (collectively "Note A"). (b) Promissory Note dated November 20, 1998, in the original principal amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) ("Note A true and correct photostatic copy of Note A and Note B are attached hereto as Exhibits 1 "B" and "C" respectively. Note A and Note B are sometimes referred to herein collectively as (the "Notes'). 5. Debtor is in default of Debtor's obligations to make payment to Plaintiff as required in the Notes and Defendants are in default of Defendants' obligations to make payment to Plaintiff under the Guaranty. 6. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 7. There has not been any assignment of the Guaranty. 8. Judgment has not been entered on the Guaranty in any jurisdiction. 9. An itemized computation of the amount due to Plaintiff by Defendants as a result of Defendants' default under the Guaranty is as follows: 1. Note A - $245,000 Loan a. Principal $234,333.25 b. Interest to July 22, 2002 $ 44,117.62 C. Total due to Plaintiff under Note A as of July 22, 2002 $278,450.87 II. Note B: $250,000.00 Loan a. Principal $229,685.79 b. Interest to July 22, 2002 $ 43,386.13 C. Late charges $ 1.791.72 d. Total due to Plaintiff under Note B as of July 22, 2002 $274,863.64 M. Attorneys' Commission $ 55,152.27 2 IV. Grand total due to Plaintiff under the Guaranty as of July 22, 2002 $608,466.78 10. Interest continues to accrue at the rates provided in the Notes, as may be amended. WHEREFORE, Plaintiff demands judgment against Defendants, Harry F. Davis and Carol K. Davis, as authorized by the warrant of attorney contained in the Guaranty for Six Hundred Eight Thousand Four Hundred Sixty Six and 78/100 Dollars ($608,466.78), plus interest from and including the date of this Complaint and judgment entered hereon at the rates provided in the Notes, as may be amended and costs of suit. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSA Date: -7 _ "/-j r © a- Carl M. Ledebohm, Lsquii Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff 3 ^OMMERCIAL GUARANT" References in the shaded area are for Lender's use only and do not limit the ariolicability of this document to anv narfiridar lnan nr Iran Borrower: DAVIS GREENHOUSE, INC. (TIN: 282488205) 103 HAMMOND ROAD SHIPPENSBURG, PA 17257 Lender: PNC BANK, NATIONAL ASSOCIATION 4242 CARLISLE PIKE CAMP HILL, PA 17001-8874 Guarantor: HARRY F. DAVIS and CAROL K. DAVIS 115 HAMMOND ROAD SHIPPENSBURG,PA 17257 AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited. CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, HARRY F. DAVIS and CAROL K. DAVIS ("Guarantor") absolutely and unconditionally guarantee and promise to pay, jointly and severally, to PNC BANK, NATIONAL ASSOCIATION ("Lender") or its order, in legal tender of the Untied States of America, the Indebtedness (as that term Is deflned below) of DAVIS GREENHOUSE, INCC ("Borrower') to Lender on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Borrower. The word "Borrower" means DAVIS GREENHOUSE, INC.. Guarantor. The word "Guarantor' means HARRY F. DAVIS and CAROL K. DAVIS, who are signing this Guaranty jointly and severally. Guaranty. The word "Guaranty' means this Guaranty made by Guarantor for the benefit of Lender dated November 20, 1998. Indebtedness. The word "Indebtedness" is used in its most comprehensive sense and means and includes any and all of Borrowers liabilities, obligations, debts, and indebtedness to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or confingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. Lender. The word "Lender" means PNC BANK, NATIONAL ASSOCIATION, its successors and assigns. Related Documents. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all Indebtedness. Accordingly, no payments made upon the Indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the Indebtedness or any of the Indebtedness which subsequently arises or is thereafter incurred or contracted. The obligations of Guarantors shall be joint and several. Lender may proceed against any of the Guarantors individually, against any group of Guarantors, or against all the Guarantors in one action, without affecting the right of Lender to proceed against other Guarantors for amounts that are covered by this Guaranty. Any inability of Lender to proceed against any Guarantor (whether caused by actions of a Guarantor or of Lender) will not affect Lender's right to proceed against any or all remaining Guarantors for all or part of the amounts covered by this Guaranty. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at the address of Lender listed above or such other place as Lender may designate in writing, Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of Guarantors written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. Nofice of revocation shall be effective only as to the particular Guarantor providing the notice,.and shall not affect the liability of other guarantors. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by.Borrower. or committed by. Lender prior to receipt of Guarantor's written notlee of revocation; including any extensions, renewals, substitutions or modifications of the Indebtedness. AN renewals, extensions; substitutions, and moditati0ns of they Indebtedness, granted after Guarantors revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind the estate of Guarantor as to Indebtedness created both before and after the death or incapacity of Guarantor, regardless of Lenders actual notice of Guarantors death. Subject to the foregoing, Guarantors executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation received by Lender from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur in the aggregate amount of Indebtedness covered by this Guaranty, and It is specifically acknowledged and agreed by Guarantor that reductions in the amount of Indebtedness, even to zero dollars ($0.00), prior to written revocation of this Guaranty by Guarantor shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed Indebtedness remains unpaid and even though the Indebtedness guaranteed may from time to time be zero dollars (50.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower,. (b) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, Including Increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term. (c) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (d) to release; substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or. In any manner Lender may choose; (e) to determine how, when and what application EXh.h,+ iiAll 11-20-1998 COMMERCIAL GUARANTY Page 2 Loan No (Continued) of payments and credits shall be made on the Indebtedness; (f) to apply such security and direct the order or manner of sale thereat: including without limitation, any nonjudictal sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (g) to sell, transfer, assign, or grant participations In all or any part of the Indebtedness; and (h) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (a) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; (b) this Guaranty is executed at Borrower's request and not at the request of Lender; (c) Guarantor has full power, right and authority to enter into this Guaranty; (d) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (f) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present the financial condition of Guarantor as of the dates the financial information is provided; (g) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (h) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; () Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (j) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code: (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. LENDER'S RIGHT OF SETOFF. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor's obligations to Lender under this Guaranty and to the extent permitted by law, a contractual security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor's right, tifle and interest in and to, ad deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held. in a general or special account or deposit, whether held jointly with someone else, orwhsbw held for safekeeping or otherwise, excluding. however all IRA, Keogh, and trust accounts. Every such security Interest and right of setoff may be ikeicised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any acf er condueYon the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness-of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to tender. Guarantor agrees, and Lender hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisionsare a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the 11-20-1998 COMMERCIAL GUARAN FY Page Loan No (Continued) matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Applicable Law. This Guaranty has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of CUMBERLAND County, Commonwealth of Pennsylvania. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. This Guaranty shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated past-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Lender as provided above in the section tilled "DURATION OF GUARANTY." If there is more than one Guarantor, notice to any Guarantor will constitute notice to all Guarantors. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. It a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any Pi mon or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances, and all p+ovisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Borrower or Guarantor are corporations or partnerships, ii is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shalt be guaranteed under this Guaranty. Waiver. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict cempliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. LIMITED RECOURSE AS TO NON-APPLICANT SPOUSE. Notwithstanding anything contained herein to the contrary, it is agreed that, unless an exception to the requirements of Regulation B of the Board of Governors of the Federal Reserve System applies in connection with the extension of the Indebtedness and the execution of this Guaranty, the spouse who is deemed not to be the "applicant for crediP for purposes of such regulation (the "Non-Applicant Spouse') shall be personally liable under this Guaranty only with respect to assets held jointly as of the date hereof or hereafter acquired, and the lien of any judgment, order or other relief against the Non-Applicant Spouse shall be limited thereto. Nothing herein, however, shall limit the Lender's rights against any person, firm or entity other than the Non-Applicant Spouse. FINANCIAL INFORMATION (GUARANTOR). Guarantor shall deliver or cause to be delivered to Lender within 15 days of filing each year: (a) a copy of the federal income tax return filed by Guarantor, which tax return shall be a true and complete copy of the return filed by Guarantor with the Internal Revenue Service; and (b) an updated personal financial statement of Guarantor. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 20, 1998. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. GUARANTOR: 11-20-1998 Loan No STATE OF ) as COUNTY OF COMMERCIAL GUARANI (Continued) Page on this, the A4`? day of ts_?L before me the undersigned Notary Public, personally appeared HARRY F. DAVIS and CAROL K. DAVIS, known to me (or satisfactorily proven) to be the person whose names are subscribed to the within instrument, and acknowledged that they executed the same for the purposes therein contained. In witness whereof, 1 hereunto set my hand and official seal. Notary Public in and for the State of LASER PRO, Reg. U.S. Pat. S T.M. Off., Ver. 3.25(c) 1998 CFI ProServlces, Inc. All rights reserved. IPA-E29 DAVIa2.LN C29.OVLI 1: ?Y L, Fodor. NNotary damsCDU Public Gellysburg B oro, Anry My COmmISSru Expires June 25.2007 Memo.. ---- ._ INDIVIDUAL ACKNOWLEDGMENT DISCLC "9E FOR CONFESSION OF 'IIDGMENT Principal Loan Date Maturity Loan No Calf Collateral Account $250,000.0T 11-20-191 12-20-2001 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular Borrower: DAVIS GREENHOUSE, INC. (TIN: 272488205) Lender: PNC BANK, NATIONAL ASSOCIATION 103 HAMMOND ROAD 4242 CARLISLE PIKE SHIPPENSBURG, PA 17257 CAMP HILL, PA 17001-8874 Guarantor: HARRY F. DAVIS and CAROL K. DAVIS 115 HAMMOND ROAD SHIPPENSBURG, PA 17257 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS ;7O k DAY OF 31/c•??^?r.? , 19 '79, A GUARANTY FOR AN UNLIMTED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. HOWEVER, LENDER MUST PROVIDE NOTICE TO ME UNDER APPLICABLE LAW IN EXECUTING ANY CONFESSED JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S EXECUTING ON THE JUDGMENT, IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, AND BY PLACING MY INITIALS NEXT TO EACH STATEMENT WHICH APPLIES, 1 REPRESENT THAT: INITIALS y?I ^' 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. ,vow 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. LASER PRO, Reg. U.S. Pat. 6 T.M. Off., Vec 3.26(c) 1998 CFI ProServ,oes, Inc. All rights reserved. IPA-D30 DAVIS2.LN C29.DVLI 03/30/01 1107 $5709616240 PNC SPEC. ASSETS lA0101011 PROMISSORY NOTE Princlgaf Loath-f)ate'; pflat0[ity' ;,•Loan No' fall Collateral Account Qfticer :'initials 200146:48412. : Y15 , $245,000:00 0'd 17 199K • 04-17.2003, References in the shetleci area are for Lender's Use only, no do not limit the applicability of this document Ie any particular loan or tom. Borrower: DAVIS GREENHOUSE, INC. (TIN: 23-2486205) Lenden NATIONAL PNC BANK, ASSOCIATION 109 NB ROAD 4242 CAMP HILL, PA CARLISLE 1 PIKE 7001-8874 SHIPPENSB PENSBURG, PA 17257 Interest Rate: 8.000% Date of Note: April 17, 1998 Principal Amount: $245,000.00 PROMISE TO PAY. DAVIS GREENHOUSE, INC. ("Borrower") promises to pay to Pill BANK, NATIONAL ASSOCIATION ("Lender"), or order, in lawful money of the United States Of America, the principal amount of Two Hundred Forty Five Thousand & 001100 Dollars ($245,011110-00), together With Interest at the rate of s-ol per annum on the unpaid principal balance from April 17, 19ea, until paid In full. PAYMENT. Borrower will pay this loan In 59 regular payments of $2,067.32 each and one Irregular last Payment estimated at $216,840.67, Borrower's first payment Is due May 17,199H, and all subsequent payments are due on the same day of each month after that. Borrower's final payment due April 17, 2003, will be for all principal and all accrued Interest not yet poaiddf irPaymentsi includer prinover cipalaay erne 360 days, annual Interest rate for this Note is computed on a 3651360 basis; that is, by the multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding- Borrower will pay Lander nless othe d by at Lender's address shown above or at such other place as Lender may designate remaining amount to any vise unpa dr cotllecti quires and Pate chargesaw. will be applied first to accrued unpaid interest, then to principal, and any PREPAYMENT PENALTY- Upon prepayment of this Note, Lender Is enOUed to the following prepayment penalty: On any business day, upon written not Lender Borrower payment of all accrued unpaid interest an this Note, roy ded however,, that the Borr werrralso agreesi to pay L ndert as compensation for pthe nve (5) business da's all part of the oft, at m this Note; provided cost t of advancing filled xed rate funds, an amount equal to the Cast of Prepayment. "Cost Of Prepayment" means an amount equal to the present value, If positive, of the product of (a) the difference between (1) the yield, an the date of this Note, of a U- S. Treasury obligation with a maturity similar to this Note minus (ii) the yield on the prepayment date, of a U. S. Treasury obligation with a maturity similar to the remaining maturity of dale to is Note and dateho principal amount ytoObeO reyaid Sndreasury number of years, Including fractional by reference from the prepayment mai preset value calculations, the yield to maturity a of a e simTar maturity U S. Treasury obligation on the prepay ent date shall purposes of shall be determined making kining g p the discount rate. The Cost of Prepayment shall also apply to any payments made after acceleration of the maturity of this Note. axcep or the nder in writi foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due- mEarly any schedu es Rwill ather, they unless agre edcto he Lent pal berate relieve Borrower of Borrower's obligation to continue to make payments under the pay due and may result in Borrower making fewer payments. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.00096 of the unpaid portion of the regularly scheduled payment or $100.00, whichever Is less. when due- (b) Borrower breaks 3n1 DEFAULT. Borrower will be In default if any of the following happens: (a) Borrower fails to make any payment promise Borrower has made to Lander, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or conditiot contained in this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender. (c) Any representation a statement made or furnisd to by made or furnished. (d) Bo owerLbe oemes ins 0 vent ra ror on Borrower's behalf is false or misleading in any ecei err is appointed for any part of Borrower's property. Borrower makes an assignme t fort th. benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (e) An ntere events described sin th is dlefau tssectioln'occurs with respect aguarany of of IN rnishmen creditor with Lender, (1) fAny 9 Kantor dies or any of het Lender has a lien or Note. (g) A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of th pay upon balance Indebtedness is impaired. rinc this Note LFDFR'S pay that amoulnt- Upon (default nentire clud ng failure toipal all accrued unpaid Interest Immediately due, and required by maturity. Lender, at its option, may also, if permitted under applicable law, increase the Interest rate on this Note 5.000 percentage points- The inters e if rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone llse t Lenldecollact this Not eif and Leer do's s n pay. Borrower also will pay Lander that amount. This includes, subject to any limits der applicable proceedings ing includ modify expenses whether not there Is ti lawsuit, including attorney' fees , and any antcs a legal udgmeet collllectionb Services. It mot prohibited by appli cableslaw, Borrow con stay or injunction appeals y pated pos judgment is entered in connection with this Note, interest will continue vase any automatic also will pay any y court costs, in addition n to all other sums provided law. If judo accrue on the Commonwealth of Pennsylvania. If there Is a id lawsuit, Borrower agrees upon NLender s request to submit to herjurisdictiont and Lender of 0 courts of County, the Commonwealth of Pennsylvania. Lender and Borrower hereby waive the rigt to any jury trial In ai action, proceeding, or come c aim brought bye the Lender or Borrower against the other. This Noe shall beg ehned by anconstrued accordance with the laws of the Commonwealth of Pennsylvania- delivers, pledges, a RIGHT OF SETOFF. Borrower ganis to Lender a contractual possessory sacurily interest in, and hereby assigns, conveys, Some oil transfers to Lander all Borrowers right, title and interest in and to. Borrower's accounts with Lender (whether checking, savings, or bowel account) inciuding without all accounts hold ll IRA and Keogh accounts,) ndtlall trust accounts or wh clh the g ant of a Security interest would be prohibited by taw InBoeewfuture. er authori e?s9 ender a the extent permtted by applicable law, to charge or setoff all sums owing on this Note against any and all Such accounts. COLLATERAL. This Note is secured by a Mortgage dated April 17, 1998, to Lender an real property located in CUMBERLAND Cow Commonwealth of Pennsylvania, all the terms and conditions of which are hereby incorporated and made a ar 998, and t of thi Note. elier documents reierrec ADDITIONAL- PROVISION. This Note IS issued in connection with a Letter Agree merit dated March 25, the Ingrain, the terms of which are incorporated herein by reference. EXF)tbr+ r, li 03/30/01 11:08 $5709616240 PNC SPEC, ASSETS Lae[eNa [A011101 " I ' PROMISSORY NOTE s?-zD-?s98 a - -: - -- o- COLLATERAL, This Note is secured by. in addition to any other collateral. A Mortgage dated November 20. 1998, to Lander on Mai property located la CUMBERLAND County, Commonwealth of Pennsylvania, all the terms and condabns of which are hereby incorporated and made a. part of this Note' YEAR 2000 COMPLIANCE Borrower has reviewed the areas within its business and operations which could be aversely affected by, and has developed or is developing a-program to address on a timely basis the risk trial certain computer applications used by Borrower may be unable to recognize and perform propw* date-sensitive functions immhrmg dates pda' to andafter December 31, 1999 (the -Year 20M Problem')_ The-Yew 2000 Problem will not. result, and is not reasonably expected to result, many material adverse effect on the business, properties, assets. financial condition, rasuas of operafionts or prospects of Borrower, or the ability of Borrower to duty and punctually pay or perform its obligations hereunder and under the Related Documents. GENERAL PROVISIONS. Lander may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in trio terms of this Note, and unless otherwise eXpressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shell be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan. or release any party or guarantor or collateral; or Impair, fait to realize upon or perfect Lenders security interest in the collateral; and take any other action doomed necessary by Lander. wmnuttha consent at of notice to anyone. Aft such parties also agree that Lender may modaY this loan without the consent of or notice to anyone Wher timn Ifteparty with whom the modification is made. harry parka of this. Nola Is for any reason datemuned to be unanfomeablo. It will not alleat the anforcesbillly of any other provisions of this Note. CONFESSION OF JuDGMENr - BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE"PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANYTIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST DORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS N07E VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALLTIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT, EXCEPT ANY NOTICE ANDIOR HEARI REPRESENTATIVE REQUIRED O LEND SPECIIFICALLYY CALLED THIS PCONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION EITHER CON OF THE JUDGMENT, AND STATES BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. AND UNDERSTOOD ALL THE THIS NOTE. BORROWER AGREES 70 PRIOR TO SIGNING THIS NOTE, BORROWER REM EXCEPT OF AA COMPLETED COPY OF PROVISIONS HE NOTE. THE TERMS OF THE NOTE AND ACKNOWLEDGES THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED- BORROWER: DAVIS G ItiC (sl?al By: MARK A. DAVIS, PRESt?? I. LA6En PR0. ReQ U.S. P9L y LM. DLL. Ver. 92a nc)199e CFI PrOSINSO:, ?p4 All rlghU reee"co.IPA-Dn D"152LN C29.O V L FloodRate. rt'e9V14 ?r' S. 03/30/01 11:05 ? 6670f f// the shaded $5709818240 PNC SPEC. ASSETS PROMISSORY NOTE I?- for Lender's use only and do not limit the apalicabilily of this document to (4h008/011 or item. Borrower: DAVIS GREENHOUSE, INC. (TIN: 232458205) Lender: PNC BANK, NATIONAL ASSOCIATION 103 HAMMOND ROAD 4242 CARLISLE PIKE SHIPPENSBURG, PA 17257 CAMP HILL, PA 17001-8874( Principal Amount: $250,000.00 Date of Note: November 20, 1998 PROMISE TO PAY. DAVIS GREENHOUSE, INC. ("Borrower") promises to pay to PNC BANK, NATIONAL ASSOCIATION ("Lender"), or order. In lawful money of the United States of America, the principal amount of Two Hundred Fifty Thousand b 001100 Dollars (5250,000.00), together with interest on the unpaid principal balance from November 20, 1998, until paid In full. PAYMENT. Borrower will pay this loan In accordance with the following payment schedule: 6 consecutive monthly Interest payments, beginning December 20, 1995, with Interest calculated on the unpaid principal balances at an Interest rate of 7.500% per annum; 29 consecutive monthly principal and interest payments of $2,369.72 each, beginning June 20, 1999, with Interest calculated on the unpaid principal balances at an interest rate of 7.500% per annum; and 1 principal and interest payment of $228,053.64 on December 20, 2,001, with interest calculated on the unpaid principal balances at an interest rate of 7.500% per annum. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled; the actual final payment will he for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. The annual Interest rate for this Note Is computed on a 3651360 basis: that is, by applying the ratio of the annual interest rate over a year of 360 days. multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding- Burrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender Is entitled to Ine following prepayment penalty: On any business day. upon payment of all accrued unpaid interest on this Note, and upon five (5) business day's prior written notice to Lender, the Borrower may prepay all or part of the outstanding principal of this Note; provided, however, that the Borrower also agrees to pay Lender as compensation for the cost of advancing fixed rate funds, an amount equal to the Cost of Prepayment. "Cost of Prepayment" means an amount equal to the present value, If positive, of the product of (a) the difference between (t) the yield, on the date of this Note, of a U. S. Treasury obligation with a maturity similar to this Note minus (it) the yield on the prepayment date, of acU the rem prin the ote and (b) this ng maturity hount e yieldbon an yaU. S. Treasury rep Treasury Obligation with a years, similar rfrome the pa eipayment dale to theNmaturity date of thiscNoteipal number of years, g years, obligation shall 60 determined by reference to Federal Reserve Statistical Release H.15(519) "Selected Interest Rates". For purposes o making present value calculations, the yield to maturity of a similar maturity U. S. Treasury obligation on the prepayment date shall be deemed the discount rate. The Cost of Prepayment shall also apply to any payments made after acceleration of the maturity of this Note- Except for the foregoing, Borrower may pay ail or a portion of the amount owed earlier than it is clue. Early payments will not, unless agreed to by Lender in writing, relievs Borrower of Borrowers obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $100.00, whichever is less. DEFAULT. Borrower will be in default it any of the following happens: (a) Borrower fails to make any payment when due. (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or In any other agreement or loan Borrower has with Lender. (c) Borrower defaults under any loan, extension of credit, security agreemnnt, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the Related Documents. (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at the time made or furnished. (e) Borrower becomes Insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries to take any of Borrower's property on or in which Lender has a lien or security interest- This includes a garnishment of any of Borrower's accounts with Lender. (g) Any guarantor dies or any of the ether events described in this default section occurs with respect to any guarantor of this Note. (h) A material adverse change occurs in Borrowers financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the Intarast rate an this Note 5.000 percentage points. The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note If Borrower does not pay- Borrower also will pay Lender that amount. This Includes, subject to any limits under applicable law, Lender's attorneys' fees and Lenders legal expenses whether or not thorn is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable taw, time ec also will pay any court costs, in addition to all other sums provided by law. If judgment Is entered in connection with this Note, accrue on this Note after judgment at the existing interest rate provided for in this Note. This Note has been delivered to Lender and accepted by Lender in the Commonwealth of Pennsylvania. It there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of CUMBERLAND County the Commonwealth of Pennsylvania. Lender and Borrower hereby waive the right to any jury trial in ant action, proceeding, or counterclaim brought by either Lender or Borrower against the other. This Note shall be governed by and construed IT accordance with the laws of the Commonwealth of Pennsylvania. RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys. delivers, pledges, and transfers h lender all Rorrowers right, Title and interest in and to. Borrower's accounts with Lander (whether checking, savings. or some other account), octudln?, without limitation all accounts held joinfly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keog accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the eater permitted by applicable law, to charge or setotf all sums owing on this Note against any and all such accounts A, ",bi 4- Itc it 03/90/01 11:06 $5709816240 PNC SPEC. ASSETS 0009/011 Loan n Na ia9s_ PROMISSORY NOTE 4 , -s rtl "Rige- nueH? l--" rnai.rmun,. Lender may delay or forgo enforcing any of its dghls W remedies under t IIS Note without losing them. Bprower and an other pOrson who signs, 9uamnteass or ondor5es this Note, to the eldara allowed , by law, waive presen}ment, demand for e dishonor, Upon any Change in me terms of this Note, and unless otherwise ?ressl stated In wdtin P yment, guarantor, accommodation maker or endorser, Shall be released from li lity9. rro party who tis this Pro1B4t antl notice r for any length of lime) this loan, or release nY Party w gua ntor or wBbl All such Parties agree that Lander may (onow. oir otB d (re er te make Collateral: and take any other zli dammed rafialerat or Hmpap, fall to roar as upon of perfect may LehdefA (mpeatedty a; _ y mod modEly this loan without the c oftant f necessary by Lander without the cement of w notlcm to anyone. All such `?' Ind in th for ason determined to be un o or pit wce tto other rot anyon th tfomeahe partywith whom the modification is made. IIff aan ? agree that Londe Uility of any other provisions of this Note. rHYportion of this is Note i. CONFESSION OF JUDGMENT. BORROWER HERE13Y IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARN OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTEF A DEFAULT UNDER THIS NOTE, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED RY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF.TW_. UR. PAln PRINCIPAL BALANCE AND ACCRU® INTEREST FOR COLLECTION, BUT IN ANY EVENT NOTLESS THAN FIVE HUNDRED DOU ART(fSg ' ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NC TE.CIW&.COPY-OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT. WARRANT: THE AUiHORRy GRANTED IN THIS NOTE .MCONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONRNUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE_ BORROWER HEREBY WAIVES. ANY RIGHT BORROWER MAY HAVE TO NE OR TO A HEARING HEARING REOUIIRED UNDER APPLICABLE ILAW WITH RES ECT 70 EXECUTION?OFIQTHEOJUDGMENT. ANDEXCEPT STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOwLEDGES RECEIPT OF A COMPLE7Fb COPY OF THE NOTE THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. BORROWER: CIAVIS G ,INC. ay- :.r . ARK A. 4VIS ,m ES ?L56AE) T Reg U.S. Inc. .:-?- W Asp L :. ? ? ? ,?vh YA{r+r?. A -.%I ? ? k ? ?k,?. ? ? • a? ? ? :.??=i 7177373407 SRIDIS SHUFF MRSLRND 710 P16 JUL 16 '02 14:59 PNC BANK, NATIONAL ASSOCIATION, IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. NO. HARRY F. DAVIS AND CAROL K. DAVIS, : CONFESSION OF JUDGMENT Defendant : CIVU_ ACTION -LAW VERIFICATION I, John Corcoran, for PNC Bank, National Association, being authorized to do so on behalf of PNC Bank, National Association, hereby verify that the statements made in the foregoing pleading are true and correct to the best of my information, knowledge and belief. 1 understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unswom falsification to authorities. PNC BANK, NATIONAL ASSOCIATION Date: By: .4ohn Corcoran PNC BANK, NATIONAL ASSOCIATION, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. OZ -37.?P HARRY F. DAVIS AND CAROL K. DAVIS, : CONFESSION OF JUDGMENT Defendant CIVIL ACTION -LAW CERTIFICATE OF ADDRESSES I hereby certify that the precise address of Plaintiff, PNC Bank, National Association, is 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011; and that the last known address of the Defendants, Hang F. Davis and Carol K. Davis, is 115 Hammond Road, Shippensburg, Pennsylvania 17257. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: 0 Z By: 5 K 4M. Le ebohm, Esquire Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff PNC BANK, NATIONAL ASSOCIATION, : IN THE COURT OF COMMON PLEAS Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA V. : NO. ?(C? L ? ! £2h HARRY F. DAVIS AND CAROL K. DAVIS, : CONFESSION OF JUDGMENT 1 Defendant CIVIL ACTION - LAW AFFIDAVIT OF NON-MILITARY SERVICE TO THE PROTHONOTARY: I do certify, to the best of my knowledge, that the Defendants, Harry F. Davis and Carol K. Davis, in the above-captioned action are not presently on active or nonactive military status. Respectfully submitted, SAIDIS, SHUFF,.FLOWER & LINDSAY Date: - , 'W , D Z_' Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff PNC BANK, NATIONAL ASSOCIATION, Plaintiff V. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. Oa -,?72? ?LUI? 1 HARRY F. DAVIS AND CAROL K. DAVIS, : CONFESSION OF JUDGMENT Defendant CIVIL ACTION - LAW ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of the undersigned on behalf of PNC Bank, National Association, Plaintiff in the above captioned matter. Date: 2 '?Cq -0 Z Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY By: Z-:1-1?y- IJ Supreme Court ID #59012 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff c'? c o .v `, 'i Ka ?•ti. rJ L _j, _ 'a1 11 _.. ? `: ' .?? I / .1' t C.1 l lfl i ,? ? `xU _ R • ?lJ 57c: .i n COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION PNC BANK, NATIONAL ASSOCIATION, Plaintiff : DOCKET NO. 02-3728 CIVIL TERM v. HARRY F. DAVIS AND CAROL K. DAVIS, Defendants TO THE PROTHONOTARY: CONFESSION OF JUDGMENT PREVIOUSLY ASSIGNED TO: N/A PRAECIPE Please mark the judgment entered in the above-captioned action satisfied. Respectfully submitted, McNees Wallace & Nurick LLC Date: September 2, 2009 By: Sueme Court #24848 100 Pine Stre , PO Box 1166 Harrisburg, PA 17108-1166 (717) 237-5439 Attorneys for Plaintiff FILF1- r;=!„ E OF THE l IRM 'I-WOT'AFY 2009 SEP -3 PM u- ( L [sS ,