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HomeMy WebLinkAbout95-07141 .~ ~ < ~ ~ '- .... \I ~ "E ~ -- ,~ '- '. - .. ~, .. d' ':. "--,,- -,.,;- 'r .. .' ,:' ".; :"..--. '~~:-;s!;r <,,:' " "i ,~;~: .~; ,. .~. -,;y,:.- ,:".' .. ,~ . . ~- ~-':':~.:::..i.:3-~ ~ --,,-. .':' 'i :>,:' .-"',. . ..-~', ' :'#~~1f:'i}~~~f~;,:,~,( . ",;/'7,'" KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP BY: FRANCIS M. CORRELL. JR.. ESQ.lDlMITRI L. KARAPELOU. ESQUIRE IDENTIFICATION NOS.: 51076/76708 260 Soulh Broad Streel Philadelphia, Pennsylvania 19102 (215) 568-6060 Allomey for Plaintiff FIRST UNION NATIONAL BANK, successor by merger 10 CoreSlales Bank, N,A. successor by merger to Meridian Bank, 10 Ihe use of Huskie Portfolio, LLC COURT OF COMMON PLEAS OF CUMBERLAND COUNTY Plaintiff, v. 95-7141 SAA '3u',/s NO. STANLEY D. ADLER and BETTY J. ADLER Defendants. PRAECIPE TO MARK JUDGEMENT TO THE USE OF HUSKIE PORTFOLIO, LLC TO THE PROTHONOTARY: Kindly mark the judgment entered in the above-captioned nction in the amount of $1,426,000.00 to the use of Huskie Portfolio, LLC, 10220 River Road, Suite 302, Potomac, MD 20854. J):;-~ r Froncis M. Correll. Jr., Esquire Dimitri L. Kampelou, Esquire PIIILI.J72221.1 >- !.I, '- (:~ ,- ! i ~. '.. ~ J '" (~~ }~ ( ~ t.l... ,. ::r- ' )::J 0;. ,..<:- ,... .'~~1 ~ ('-.: ~ c-.. l":~: ().. rl d:HI ll.: '_10..; t.... "~ ~ ~ ~ ':.> '. , a U 0 t.; '1>t- FIRST UNION NATIONAL BANK, successor by merger to Corestates Bank successor by merger to Meridian Bank v. STANLEY D. ADLER AND BETTY J. ADLER Accounl Name: Serr Assoc. Corurol No: 1825 No. 95-7141 <....;,\ S,.i~ r.\~ ASSIGNMENT OF JUDGMENT This Assignmenl of JudglUenl is effcclivc ns of May 4, 1999 by FIRST UNION NATIONAL BANK, successor by merger to CoreS tales Bank, N.A., successor by merger 10 Meridian Bnnk ("Seller") for good nnd valuable considernlion, in fnvor of HUSKIE PORTFOLIO, LLC ("Purchaser") pursunnl 10 a certain Assel Sale AgreelUenl bel ween, inler alia, Seller and Purchnser, daled April 30, 1999, which is hereby incorporaled by reference ("Agreemenl"). All cnpilnlized lerms used bul nol defined herein nrc defined in Ihe Agreement. Seller hcreby assigns, tnmsfers and sets over to Purchnscr, ils successors and assigns, WITHOUT RECOURSE. REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, excepl nnd only to the exlent othenvise provided in Ihe Agrecmcnl, all Seller's righI, tille nnd inlerest in nnd to Ihe Judgment enlered ngainsl Slanley D. Adler nnd Bclly J. Adlcr in fnvor of Meridian Bank in Ihe Court of Common Please for Cumberland Counly, Pennsylvnnia, Cnse No. 95-714 J. Wilnesses: FIRST UNION NATIONAL BANK successor by merger to COREST A TES BANK N.A., succcssor b mcrgcr to MERIDIAN BANK l.LLz- &~'Io~ Print Name: ?::71iY1 /3..~J ~;:t;::........ """t~ <- Print Name: M1+~T"'" '''II. '.J-/!,j.{Y STATE OF CONNECTICUT ) )SS: b"-Q..~,^- ) COUNTY OF FAIRFIELD I HEREBY CERTIFY Ihnt on t~~ S'~ day :s.....GriIJ.., f--~j, , 2000, before me, the undersigned officer, personnlly nppeared . K.(, \ \I\. <J w..th.. whd ncknowledged himself 10 be a ..i-Av ~ of First Union Nnlionnl Bnnk, nnd thaI he, in such capacily, being aulhorized 10 do so, execuled Ihis Assignmcnl of JudglUenl for the purposes Iherein conlained, by signing Ihe nnme of First Union Nnlionnl Bank, ns al\ A \l' f> of First Union Nalional Bnnk. IN WITNESS WHEREOF, I hercunto scl my hand and Notnrinl Scnt. ..,) ,0YJ My Commission Expircs: 11/2'.01 tl I 80111:261622:2:1/5100 17079-112002 , \, Notary Public .."7.~ . ,'1J, r .:.:... -.:.. 1ft Ii )i,:-y,,(~ '.... -" '.. ,~,. .'., MERIDIAN BANK : IN nIB COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLV ANJA : CIVIL ACTION. LAW ~ No.95-7141 ""... : No. 01-4285 Plaintiff VB. STANLBYD. ADLBRand BEITY 1. ADLER, and COMMERCE BANK, Defendants (") r:;l (-, r.:; <.,.: '"rl ., -Vfl. ... Q; t~ ~ -'::1 ;~: t' ~---' U"~ --:: .. . ~ '::;'l. ",,' '" PRAECIPE TO DISSOLVE ATTACHMENT AND SATISFY ~NT ~i.~ AS TO COMMERCE BANK. GARNISHEE )>0(" ~~, ..; ~ - :.~ Meridian Bank, Plainliff herein, now by merger known as Wachovia-B~ N;aonal Garnishee ,', Association, by and through its attomeys, David M McCanney, Esq., and Stevens & lJ=e, requests that the Writ of Execution/Garnishee Attachment in the within matter be dissolved, without prejudice, against COMMERCE BANK, Garnishee, and that the judgment entered April 4, 1996, against Commerce Bank be satisfied. Costs paid by Plaintiff. Daled: March 28, 2003 STEVENS & LEE By David M. McCanney, Eire J.D. No. 71965 111 North Sixth Street P. O. Box 679 Reading, Pennsylvania 19603 Attorneys for Plaintiff, Meridian Bank, now by merger known as Wachovia Bank, National Association SLI 3406 "vl/99999.1.14 .-. ., N ,- ~SJt '),0. ;'. ' to-- ':;1; ") c;rn :~2; ",ii.~i-9 ..:!~ J~ ~~ @J .....9- - cO ~ t::::l ., - '0(') I"t") ~ '- C'.l (..:; Le. u_ :':1 MERIDIAN BANK : INmB COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA : CIVIL ACl'lON - LAW ~ No.95-7141 .",.... : No. 01-4285 Plaintiff VI. STANLBYD. ADLER and BEITY J. ADLER, and COMMERCE BANK, Defendants e Z:~ ~;.~ :,:" ""t~ f I; - .. CO u ~ -,:".1 :;- I. - ~.." .- ~ (I..... ~C ~1- PRAECIPE TO DISSOLVE ATTACHMENT AND SATISFY ~NT !:> AS TO COMMERCE BANK. GARNISHEE :';;t;~' :,~ :::;J - :,) Meridian Bank, Plaintiff herein, now by merger known as Wachovia-Sar&; NatiOnal Garnishee , :' Association, by and through its attorneys, David M McCBMey, Esq., and Stevens & Lee, requests that the Writ of Execution/Garnishee Attachment in the within matter be dissolved, without prejudice, against COMMERCE BANK, Garnishee, and that the judgment entered April 4, 1996, against Commerce Bank be satisfied. Costs paid by Plaintiff. Dated: March 28, 2003 STEVENS & LEE By David M McCBMey, Eire J.D. No. 71965 111 North Sixth Street P. O. Box 679 Reading, Pennsylvania 19603 Attorneys for Plaintiff, Meridian Bank, now by merger known as Wachovia Bank, National Association SLI34%Uvll99999..,4 >' -..c,'_', :....,-+,O-.z-.-.-,,_..,'.._.--..'........~ r ~ " . STEVENS III LEE A P.-onas.oHAL. CofIItOflIATJQH BY: David M. McCanney, Esquire IDENTIFlCATIONNo. 71965 ATTDRNEYFDR, Plaintiff, Meridian Bank 1107 WASHINGTON STREET P,O, SOX 11711 READING, PENNSYLVANIA 1111103 (11101.78,2000 MERIDIAN BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 9f~ 1PI/ (!;l~LJL1Lll Plaintiff vs. STANLEY D. ADLER and BETTY J. ADLER, Defendants CONFESSION OF JUDGMENT COMPLAINT FOR CONFESSION OF JUDGMENT Plaintiff Meridian Bank confesses judgment against defendants Stanley D. Adler and Betty J. Adler, jointly and severally, in the amount of $1,426,000, plus accruing interest on the unpaid principal balance, plus all costs and expenses incurred by plaintiff in collecting such amount, and any other monies that may become due and payable, as provided for in that ROO 4J~O/012)O.t4' 1 _~~:""~"'_l' , "', '. certain guaranty aqreement, and alleqes the followinq in support thereof: 1. Plaintiff Meridian Bank ("Meridian") is a bankinq corporation of the Commonwealth of Pennsylvania with offices located at 35 North sixth street, Readinq, Pennsylvania 19603. 2. Defendants Robert A. Adler and Betty J. Adler (the "Defendants") are adult individuals with a last known address at 2930 Arcona Drive, Mechanicsburg, Pennsylvania. 3. On or about December 1, 1989, Meridian issued to PNC Bank, for the benefit of Serr Associates, a Pennsylvania general partnership (the "Partnership"), a letter of credit in the principal amount of One Million Seven Hundred Seventy-Six Thousand Dollars ($1,766,000) (as amended, the "Letter of Credit"). 4. To evidence its obliqation to repay the Letter of Credit, the Partnership executed and delivered to Meridian a Letter of Credit, Indemnity and Reimbursement Aqreement dated December 1, 1989 (the "Aqreement"), wherein the Partnership promised to pay Meridian the principal amount of One Million Seven Hundred seventy-Six Thousand Dollars ($1,766,000) toqether with interest at the rates set forth in the Aqreement. A true and correct copy of the Aqreement is attached hereto, marked Exhibit "A," and incorporated herein by reference. 5. The Aqreement provides that interest will accrue on the principal sums advanced under the Letter of Credit, at a ROO/ .320/Q1230.... 2 '~~'.;.t ~_ . . , ;.f'::"'-' ..~.'~~':J.' floating per annum rate of two percent (2.0'> in excess of Meridian'e National Commercial Rate in effect from time to time. 6. As consideration and inducement for Meridian to issue the Letter of Credit on behalf of the partnership, the Defendants executed and delivered to Meridian a guaranty agreement (the "Guaranty") whereby the Defendants guaranteed, and became sureties for, all obligations of the Partnership under the Agreement (the "Debt"). A true and correct copy of the Guaranty is attached hereto, marked Exhibit "B," and incorporated herein by reference. 7. On or about December B, 1994, the Letter of Credit was amended to reduce the principal amount of the Letter of Credit to One Million Four Hundred TWenty-six Thousand Dollars ($1,426,000). B. An event of default has occurred under the Installment Sale Agreement and the Bond Documents (as those terms are defined in the Agreement) because the partnership has failed to make the required payments when due. 9. An event of default has occurred under Section B.1(ix) of the Agreement because of the event of default under the Installment Sale Agreement and the Bond Documents. 10. The Guaranty contains a warrant of attorney that authorizes Meridian, upon an event of default under the Agreement, to appear on behalf of the Defendants at any time and to confess judgment against the Defendants for the entire Debt. RDOI 320/01230...1 3 -"'."""." '~..~-', , . , 11. Pursuant to the terms of the Guaranty, the amount due Meridian from the Defendants as of November 30, 1995 is $1,426,000, plus all costs and expenses incurred by Meridian in connection with cOllecting such amount, including, but not limited to, attorneys' fees. 12. The Guaranty has not been assigned nor has judqment been entered upon the Guaranty in this or any other jurisdiction. WHEREFORE, plaintiff Meridian Bank prays this Court to enter judqment against defendants stanley D. Adler and Betty J. Adler, jointly and severally, in the amount of $1,426,000, plus accruing interest after the date of entry of judqment at the per annum statutory rate of six percent (6.0%) until full payment is made, plus all costs and expenses incurred by Meridian in collecting such amount, inClUding, but not limited to, attorneys' fees. Dated: December /.l, 1995 By R chard re Attorney David M. Attorney I.D. No. 71965 111 North sixth street P.O. Box 679 Reading, Pennsylvania 19603 (610) 478-2000 Attorneys for Plaintiff, Meridian Bank ROOI J20/012'O.... 4 ~:';:j<: ',>~,..,.., . 'i'~<',' ';"':-;-,"."r.i:' '}:""C' ;t..... <',:;'l")\'V\.h";<~""~"f"Oil'i,~,~~;If\i._;'~oo\,,,v '-" . MERIDIAN BANX, . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff VS. No. STANLEY D. ADLER and BETTY J. ADLER, CONFESSION OF JUDGMENT Defendants CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney contained in the Guaranty Agreement, a true and correct copy of which is attached to the Complaint filed in this action, I appear for the defendants, Stanley D. Adler and Betty J. Adler, and confess judgment in favor of plaintiff, Meridian Bank, in the principal amount of $1,426,000, plus accruing interest after entry of judgment at the per annum statutory rate of six percent (6.0%) plus all costs and expenses incurred by Meridian Bank in connection with collecting such amount. Dated: December l.Ztt 1995 By har E. Fehl ng, Es re Attorney I.D. No. 3053 David M. McCanney, Esquire Attorney I.D. No. 71965 111 North sixth Street P.O. Box 679 Reading, Pennsylvania 19603 (610) 478-2000 Attorneys for Defendants ADO/ 120/01210.441 1 l'>, +: .,"I";.;~;'.;m;..,.;;..:;'":;;""",..."<'~;.,..i"N"'iif'..,'i:,~!.~~'<i1i;:;.~' ~:"-,.': '~,~~~>~......,~_ , , MERIDIAN BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff vs. No. STANLEY D. ADLER and BETTY J. ADLER, CONFESSION OF JUDGMENT Defendants ENTRY OF JUDGMENT AND NOW, this /4 day of December, 1995, jud9lllent is hereby entered in favor of plaintiff, Meridian Bank in the amount of $1,426,000 plus accruinq interest after this date at the per annum statutory rate of six percent (6.0t), plus all costs and expenses incurred by plaintiff in connection with collectinq such amount. \ ROO/ .)20/012JO.... . . . O',r..',"""," , '''-o'''::.,i~,.~,..~._....,...~." MERIDIAN BANX, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintitt vs. No. STANLEY D. ADLER and BETTY J. ADLER, CONFESSION OF JUDGMENT Detendants NOTICE OF FILING JUDGMENT (X) Notice is hereby given that a judgment in the above- captioned matter has been ~ry,tered against you in the amount ot $1,426,000 on December ~ 1995. (X) A copy ot all documents tiled with the prothonotary in support ot the within judgment are enclosed. Protho otary~, civil Division By tL~,A-LJ~, 6...1 Lu-", If you have any questions regarding his Notice, plea the filing party: Name: David M. Mccanney, Esquire Address: Stevens & Lee 111 North sixth Street P.O. Box 679 Reading, PA 19603 Telephone No.: (610) 478-2142 *Plus all costs and expenses incurred by Meridian Bank in connection with collecting such amount. (This Notice is given in accordance with Pa. R.C.P. 236.) RDaI 120/01210.441 ."t~ .~-, , . '''''i ,,-11,~: ~"'. '. VERIFICATION I, MARK M. STAFFORD, verify that I am a Vice president of plaintiff, MERIDIAN BANK, and that I am authorized in that capacity to take this Verification on its behalf. I verify that I am familiar with the regularly kept business records of plaintiff, that the facts set forth in the within complaint are true and correct to the best of my knowledge, information and belief, although the language of the Complaint is that of counsel and not of my own. To the extent that the contents of the attached Complaint have been supplied by counsel, I rely upon counsel in taking this Verification. I understand that the statements herein are subject to the penalties of 18 Pa. C.B.A. 54904 relating to unsworn falsification to authorities. ~J.-.--/'4 ./lL/L / M r M. Stiiff6{"i0"" /7"" vi e President ADaI 120/01210.441 ..,1;0"._ " ....~;."....~~, .-._.'~' - ...,..' .'" ., "":'.:--;f~~}',,,,~'<'1_ ~ STEVENS & LEE BY: DAVID M. MCCANNEY Identification No. 71965 111 North sixth Street P.o. Box 679 Reading, PA 19603 (610) 478-2000 ATTORNEY FOR PLAINTIFF MERIDIAN BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff vs. No. STANLEY D. ADLER and BETTY J, ADLER, CONFESSION OF JUDGMENT Defendants ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of Stevens & Lee, Richard E. Fehling, and David M. McCanney as attorneys for MERIDIAN BANK, PLAINTIFF, in the above-entitled action, and designate 111 North Sixth Street, P.O. Box 679, Reading, Pennsylvania 19603, as the place where papers, process and notices may be served. Dated: December/~, 1995 ::EVE(J ~c#e ~ ;1chard E.Fehling, Esquire By ROOI 320/01230.441 MERIDIAN BANK, plaintiff vs. Defendants STANLEY D. ADLER and BETTY J. ADLER, STATE OF PENNSYLVANIA COUNTY OF BERKS . . :88. . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. CONFESSION OF JUDGMENT AFFIDAVIT OF WARRANT MARK M. STAFFORD, being duly sworn according to law, deposes and says that he is a Vice President of Meridian Bank, plaintiff herein, and that the warrant of attorney contained in the copy of the Guaranty Agreement attached hereto is a true and correct copy of the original. Sworn to and subscribed before me this December, 1995. ROOI 320/012]0.441 c-~ _. h'(; J. 1-, '~\U Notary Public ''\ ~h L.I, - day of 'lLJa.w\ NOTARALSEAl CHRIS11NE M. HASlAM. Notary Public CIty 01 AeodIng, _. County COmmiIIkln e. Dee. 21, 1998 ....,."'~, .~. ....,;~<~-::1J',"':':;-..'..""4:,..:'''*'.~.H'~~~~~~.. ii r-~..-'. MERIDIAN BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff vs. No. STANLEY D. ADLER and BETTY J. ADLER, CONFESSION OF JUDGMENT Defendants AFFIDAVIT OF LAST KNOWN ADDRESS MARK M. STAFFORD, beinq duly sworn accordinq to law, deposes and says that he is a Vice President of plaintiff, Meridian Bank, whose address is 35 North sixth street, Readinq, Pennsylvania 19603, states that the last known address of defendants, stanley D. Adler and Betty J. Adler, is: 2930 Arcona Drive Mechanicsburq, Pennsylvania 17055 ~~~o~4~,y' ~~ ~resident ~II Sworn to and subscribed before me this 1:.2'\.!=- day of (;'"'t, f\\"'4_\' .~f,''-tl . >jL~~urN' ~y Publ c December, 1995. My Commission expires: RDOI 1zo/01Z10.441 MERIDIAN BANK, plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. No. STANLEY D. ADLER and BETTY J. ADLER, CONFESSION OF JUDGMENT Defendants CERTIFICATE OF ADDRESSES The undersigned certifies as follows: 1. The plaintiff's address is: Meridian Bank 35 North Sixth street Reading, Pennsylvania 19603 2. The defendants' last known address is: 2930 Arcana Drive Mechanicsburg, Pennsylvania 17055 DATED: December 4, 1995 ROOI 320/01220.441 llI4.",,,.LMoIIl ___.. 1011 MIltCI.. @) .._-~~~_..~ .-.. ,.".'.- " .' , , . cmh\.r.\049.2 LrinU( OP CREDIT, INDEMNITY AND REIMBURSEMENT AGREEMENT Dated as of December 1, 1989 Between SERR ASSOCIATES and MERIDIAN BANK Relating to $1,715,000 Dauphin County Industrial Development Authority Industrial Revenue Bonds (SERR Associates Project) Series 1989 " LETTER OF CREDIT, INDEMNITY AND REIMBURSEMENT AGREEMENT THIS LETTER OF CREDIT, INDEMNITY AND REIMBURSEMENT AGREEMENT, dated as or December 1, 1989, between SERR Associates, a Pennsylvania general partnership (the "Partnership") and MERIDIAN BANK, a state banking corporation created and existing under the laws or the commonwealth or Pennsylvania (the "Bank"); H 1 :l H R ~ ~ R :l H: WHEREAS, the Partnership has requested the Dauphin county Industrial Development Authority (the "Issuer") to issue its $1,715,000.00 Dauphin county Industrial Development Authority Industrial Revenue Bonds (SERR Associates Project) Series 1989 (the "BondS") consisting of $1,450,000.00 Series A Bonds and $265,000.00 Series B Bonds pursuant to an Indenture of Trust, dated as of December 1, 1989 (the "Indenture"), by and between the Issuer and CCNB Bank, N.A., as trustee (the "Trustee"), and to lend the proceeds of the sale of the Bonds to the Partnership in order to enable the Partnership to finance, in whole or in part, the cost of the acquisition, construction and installation of a manufacturing and commercial facility inCluding land, buildings, machinery, equipment and related real and personal property in connection therewith to be located in Dauphin county, Pennsylvania (the "Facility"); WHEREAS, as security for the payment of the Bonds, tf/e Partnership has requested the Bank to issue its irrevocable letter of credit in the form of Annex I attached hereto (such Letter of Credit and any successor or substitute letter of credit being individually and collectively referred to as the "Letter of Credit") in an aggregate amount "not to exceed $1,776,000.00 (the "statea Amount") of which $1,715,000.00 shall be available to pay the principal amount of the Bonds and a maximum amount of $61,000 shall be available in accordance with the terms of the Letter of Credit to pay interest on the Bonds; and WHEREAS, it is a condition of the obligation of the Bank to execute and deliver the Letter of Credit that this Reimbursement Agreement shall have been executed and delivered by the partnership; NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and SUfficiency of which are hereby acknowledged, the parties hereto agree as follows: - 1 - " ,I ARTICLE I ISSUANCE OF LETTER OF CREDIT; FEES SECTION 1.1 Amount and Terms of Letter of credit. The Bank agrees, upon the terms and subject to the conditions hereinafter set forth, to issue, as additional security for the Bonds, the Letter of Credit for the account of the Partnership and in favor of the Trustee on behalf of the Issuer in an aggregate amount not exceeding the Stated Amount, such amount to be automatically reduced as specified in the 6th paragraph of the Letter of Credit. The Stated Amount consists of (i) an aggregate amount not to exceed $1,715,000 (the "principal Component") and (H) a maximum amount equal to $61,000, the sum of a maximum of 172 days interest on the Bonds, (the "Interest component"). The Letter of credit shall be issued on even date herewith and shall expire on December 1, 1994 unless, at least one hundred eighty (180) days but no more than two hundred and forty (240) days prior to the applicable expiration date, the Bank notifies the partnership and the Trustee in writing that the Letter of Credit shall be extended for an additional five- year term (with a maximum extension of two such five year terms) or unless otherwise terminated or extended. The Letter of credit shall be in the form of Annex I attached hereto and made a part hereof with only such insertions as to amounts, dates, notices, addresses and related matters as shall be consistent with this Reimbursement Agreement. The Partnership unconditionally promises to pay the Bank the amount of any sight draft drawn on, or purported to be drawn on the Letter of credit, and any extensions thereof on or before the dates indicated in Section 2.1 hereof. SECTION 1. 2 Letter of credit Fee. The partnership hereby agrees to pay to the Bank a non-refundable Letter of Credit Fee for the period from and including the Date of Issuance until the Expiration Date, computed at the rate of one and one-quarter percent (1.25%) per annum, calculated as a percentage of the Stated Amount of the Letter of Credit (as the same may be reduced from time to time). Amounts payable under this Section 1.2 shall be payable in advance, based on a 360-day year, actual number of days elapsed, in inunediately available funds, on the Date of Issuance and annually thereafter on the anniversary date of the Date of Issuance and continuing up to and including the Expiration Date. There shall be no reduction or refund of any portion of such fee in the event the Letter of credit expires or is drawn upon, reduced, terminated or otherwise modified after the date such fee is due and payable. In the event the fee payable under the terms hereof is not paid on or before the date it is due and payable, the payment of such - 2 - . . fee shall be accompanied by interest thereon as provided in section 9,3. SECTION 1.3 Drawina Fees. The Partnership hereby agrees to pay to the Bank, upon each drawing by the Trustee under the Letter of credit, the sum of $75 or such other amount as shall at the time of such drawing be the charge which the Bank is making for drawings on similar letters of credit. SECTION 1.4 Transfer Fees. The Partnership hereby agrees to pay to the Bank, upon each transfer of the Letter of credit in accordance with its terms $250 or such other amount as shall at the time of transfer be the charge which the Bank is making for transfers of similar letters of credit. SECTION 1.5 Additional PaYments. If any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, or in generally accepted accounting principles, shall either (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued by the Bank or (ii) impose on the Bank any other condition relating, directly or indirectly, to this Agreement or the Letter of credit, and the result of any event referred to in the preceding clause (i) or (ii) shall be to increase the cost to the Bank of issuing or maintaining the L~tter of credit, then, upon demand by the Bank, the Partnership hereby agrees to pay promptly to the Bank, from time to time as specified by the Bank, such additional amounts as shall be sufficient to compensate the Bank for such increased cost. ARTICLE II AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS; SECURITY SECTION 2.1. Reimbursement. pro~ises and agrees as follows: The Partnership hereby (i) to pay to the Bank immediately after any payment is made under the Letter of Credit pursuant to any demand to pay principal of, or interest on, the Bonds, an amount equal to such amount so paid under the Letter of Credit; (ii) to pay to the Bank interest on any and all amounts required to be paid as provided in this Section 2.1 from and after the due date thereof until payment in full, payable on demand, at the rate of interest referred to in Section 9.3 hereof. If any payment under the Letter of Credit with respect to any demand thereunder shall be reimbursed to the Bank on the same date such payment is - 3 - . , made by the Bank, no interest shall be payable on the reimbursed amountl (iii) to pay the fees set forth in Article I hereofl (iv) to pay any and all reasonable expenses incurred by the Bank in enforcing any rights under the Reimbursement Agreement 1 and (v) to pay all other reasonable costs and expenses of the Bank set forth in this Reimbursement Agreement. SECTION 2.2 securi tv. ( a ) The Par t n e r s hip's Obligations are secured by this Reimbursement Agreement, the Mortgage and Security Agreement, the Collateral Assignment of Leases, Rents, Security Deposits and Other proceeds, the Intercreditor Agreement and all other Operative Documents executed and delivered for the purpose of securing the Partnership's obligations. It is specifically intended that, in the event of one or more draws under the Letter of Credit, the Bank shall be subrogated pro rata to the rights of the Trustee and the holders of the Bonds in and to all funds and security held by the Trustee for the payment of the principal of and interest on the Bonds, including without limitation the Clearing Fund or Debt service Fund and the security interest in the Facility. To further secure the Partnership's Obligations to the Bank under this Reimbursement Agreement, the Partnership (i) hereby grants to the Bank a security interest in and to all the Partnership's right, title and interest in and to all funds now or hereafter held by the Trustee 1 (ii) shall grant and convey and/or cause the Issuer to grant and convey, to the Bank a first priority mortgage lien and security interest covering the Facility and all other real and personal property referred to in the Mortgage and Security Agreement 1 and (iii) shall assign to the Bank all leases and rental payments related to the Facility pursuant to the Collateral Assignment of Leases, Rents, Security Deposits and Other Proceeds. (b) As additional security for the prompt payment, performance, satisfaction and discharge when due of all the Partnership's Obligations hereunder including all interest, fees and other sums payable hereunder, the Partnership shall cause each of the Guarantors to execute and deliver to the Bank a guaranty in the form attached hereto as Annex II (the "Guarantees"). The Partnership agrees, that with respect to the security described in this section 2.2, the Bank, its successors and assigns, shall have all of the rights and remedies of a secured party under the Commonwealth of Pennsylvania's Uniform Commercial Code. - 4 - .' '.' SECTION 2.3 Comcutation of Interest: Place of PaYment. All payments of interest, Letter of credit fees and other charges under the Reimbursement Agreement shall be computed on the basis of a 360-day year, actual number of days elapsed, adjusted on any day on which a change occurs in the National Commercial Rate. All payments by the Partnership to the Bank hereunder shall be made in lawful currency of the united States before 12: 00 noon and on the date when due in immediately available funds by wire transfer to Meridian Bank, Attention: Wire Transfer Department, ABA Account No. 031000095, to the account of SERR Associates. In the event the date specified for any payment hereunder is not a Business Day, such payment shall be made on the next following Business Day and interest shall be paid at the rate provided for herein on any such payment to the Business Day on which such payment is made. ARTICLE III CONDITIONS PRECEDENT TO ISSUANCE OF THE LETTER OF CREDIT. This Reimbursement Agreement shall become effective, and the Bank will issue the Letter of Credit, on the date the Bonds are issued and sold to the purchaser(s) thereof, provided that all of the following conditions are met: SECTION 3.1 Deliverv of the Bonds and ocerative Documents. This Reimbursement Agreement, the Installment Sale Agreement, the Indenture, the Guarantees, the Mortgage and Security Agreement, the Collateral Assignment of Leases, Rents, Security Deposits and other Proceeds, the Intercreditor Agreement and financing statements and all other documents ancillary thereto (collectively, the "Operative Documents") and the Bonds shall have been duly executed and delivered by the parties thereto, each in form and substance satisfactory to the Bank. The Bank shall have received an executed or conformed copy of each of the Operative Documents. SECTION 3.2 No Default. On the Date of Issuance and after giving effect to the issuance of the Letter of Credit, there shall exist no Event of Default as referred to in Article VIII. SECTION 3.3 Recresentations and Warranties. On the Date of Issuance and after giving effect to the issuance of the Letter of Credit, all representations and warranties of the Partnership contained herein, in the other Operative Documents, or otherwise made in writing in connection herewith shall be true and correct with the same force and effect as though such - 5 - representations and warranties had been made on and as of such date. SECTION 3.4 Ooinions of Counsel. There shall have been delivered to the Bank an opinion of Eckert, Seamans, Cherin & Mellott, Counsel to the Partnership and the Guarantors, dated the Date of Issuance, which opinion shall be in form and substance satisfactory to the Bank and shall cover such matters as the Bank may reasonably request including but not limited to execution, delivery and enforceability of the Operative Documents and the liens granted therein. SECTION 3.5 Certi ficates of Comol iance. There shall have been delivered to the Bank a certificate of duly authorized partners of the Partnership, dated the Date of Issuance, to the effect that all of the conditions specified in Sections 3.1 and 3.3 have been satisfied as of such date and covering such additional matters as the Bank may reasonably request. SECTION 3.6 Ooinion of Bond Counsel. There shall have been delivered to the Bank an opinion (or a signed copy of such opinion together with a satisfactory reliance letter) of Eckert, Seamans, Cherin & Mellott, Bond Counsel, dated the Date of Issuance and in form and substance satiSfactory to the Bank, to the effect that the Bonds are legal, valid and binding obligations of the Issuer and that as of the Date of Issuance interest on the Series A Bonds is not includible in gross income for Federal income tax purposes under existing statutes, regulations and rulings, and covering such other matters as the Bank may reasonably request. SECTION 3.7 Guarantees. The Guarantees shall have been duly executed and delivered to the Bank by the Guarantors thereto, each in form and substance satisfactory to the Bank. SECTION 3.8 Other Documents. There shall have been delivered to the Bank such other information, documents, instruments, approvals (and if requested by the Bank, certified duplicates of executed copies thereof) or opinions as the Bank or its counsel may reasonably request. SECTION 3.9 Documentation and Proceedinqs. (a) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Reimbursement Agreement, the Guarantees and the other Operative Documents shall be reasonably satisfactory in form and substance to the Bank and its counsel and the Bank shall have received all information and copies of all documents, including records of partnership proceedings, governmental approvals and incumbency certificates which it may have reasonably requested in connection with the transactions contemplated by this - 6 - . . Reimbursement Agreement, the Guarantees and the other Operative Documents, such documents where appropriate to be certified by proper partners. (b) The Bank shall have received certified copies of the partnership agreemant of the Partnership and certified copies of all resolutions of the partners of the partnership authorizing the execution, delivery and performance of this Reimbursement Agreement, the Operative Documents and all other documents ancillary thereto and the transactions contemplated hereby and thereby, certified by the Authorized Partner of the Partnership and the Guarantors as the case may be (which certificates shall state that such resolutions are ~n full force and effect on the Date of Issuance); (c) There ..hall have been delivered to the aank a written certificate by the Authorized Partner of the Partnership and each of the Guarantors as to the names and true signatures of its partners authorized to sign this Reimbursement Agreement, the Guarantees and the other documents or certificates of the Partnership and the Guarantors to be executed and delivered pursuant hereto. The Bank may conclusively rely on such certificate until it shall receive a further certificate by the Authorized Partner of the Partnership and the Guarantors, as the case may be, amending the prior certificate. SECTION 3.10 Issuance Fee. Payment to Bank of an issuance fee in the amount of one percent (1.0%) of the Stated Amount under the Letter of Credit. SECTION 3. 11 Deliverv of Additional Materials. In furtherance and not in limitation of the foregoing, the Partnership hereby covenants to deliver or cause to be delivered to the Bank the following, each of which must be reasonably satisfactory to the Bank in form and substance: (a) Title Recort. A title report of Lawyers Title Insurance corporation as of the Date of Issuance or such earlier date to which Bank shall agree, insuring the Stated Amount and evidencing the lien of the Bank on the Facility, free and clear of all prior liens and encumbrances (including possible mechanics' liens) subject only to such objections and exceptions as the Bank may approve. (b) Insurance. Delivery of certificates of insurance required hereunder or under the Bond Documents, with the Bank named as loss payee under an a[.;' ::opriate endorsement acceptable in form and substance to the Bank. - 7 - . .' (c) Environmental Audit. Ten days prior to closing, the Partnerohip shall deliver to the Bank a comprehensive environmental audit (including test borings for soil and ground water contamination) performed by an independent contractor approved by the Bank (the "Environmental AUdit"), the results of which shall be satisfactory to the Bank in its sole discretion. At the sole option of the Bank, the. Bank may waive the Partnership's obligation to provide the Environmental Audit ten days prior to closing and may instead permit the Partnership to provide the Environmental Audit at such later date to be determined at the sole discretion of the Bank (the "Deferred Date"). In the event of such extension, the Partnership hereby covenants to provide the Environmental Audit on or before the Deferred Date. SECTION 3.12 Other Conditions. The following items are further conditions precedent to closing: (a) The Bonds will carry a fixed rate of interest and the average rate of interest of the issue shall not exceed ten (10.0') percent per annum. (b) The Trustee shall require establishment of a sinking fund to secure payment of principal payments. The Partnership shall make monthly payments to this sinking fund. (c) Amortization of the principal amount of the Bonds shall begin within one year of settlement. (d) The Partnership, Issuer and Trustee shall create a construction fund for the purpose of funding anticipated renovations to the Facility. The Trustee may make disbursements from this fund upon presentation of proper documentation by the Issuer and/or Partnership. The construction fund shall be in an amount satisfactory to the Bank. ARTICLE IV UNCONDITIONAL OBLIGATIONS SECTION 4.1 Obl iaations Absolute. The obligations of the Partnership under this Reimbursement Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Reimbursement Agreement, under all circumstances whatsoever: including, without limitation, the following circumstances: - 8 - " " (a) any lack of validity or enforceability of the Letter of credit, the Bonds, the other Operative Documents or any other agreement or instrument related thereto; (b) any amendment or waiver of or any consent to departure from the terms of the Letter of credit, the Bonds, the other operative Documents or any other agreement or instrument related thereto, approved by the Partnership; (c) the existence of any claim, set-off, defense or other right which the partnership may have at any time against the Issuer, any Beneficiary or any transferee of the Letter of credit (or any Person for whom the Issuer, any such Beneficiary or any such transferee may be acting) the Bank or any other Person, whether in connection with this Reimbursement Agreement, the Letter of Credit, the other operative Documents, the Facility or any transaction related to the undertakings hereunder; or (d) the surrender or impairment of any security for the performance or observance of any of the agreements or terms of this Reimbursement Agreement. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP. The partnership makes the following representations and warranties to the Bank to induce the Bank to enter into the Reimbursement Agreement and to issue the Letter of Credit: SECTION 5.1 partnershiD Existence. The Partnership (a) is a general partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) has all requisite power and authority and all necessary licenses and permits to own and operate its properties and to carryon its business as now conducted and as presently proposed to be conducted; standing qualified (c) is duly qualified to do in each jurisdiction where would have a material adverse business and the failure effect on it; is in good to be so and (d) has no Subsidiaries. - 9 - " . SECTION 5.2 Partnershin Authoritv. delivery and performance by the Partnership of Documents: The execution, the Operative (a) has been duly authorized by all necessary partnership action; (b) does not require any approval by any creditor of the Partnership or by any trustee under any indenture of the Partnership; and (c) does not require any approval, consent or authorization of, or filing or registration with, or any other action by or in respect of any government or governmental body. SECTION 5.3 No Inconsistencv with Existina Aareements. The execution, delivery and performance by the Partnership of the Operative Documents will not: (a) violate any Regulation or the partnership agreement of the Partnership, or any agreement, indenture or instrument to which the Partnership is a party or by which the partnership is bound; or Lien any is a (b) result in the creation or imposition of any upon any of the properties of the Partnership under agreement, indenture or instrument to which the Partnership party or by which it or any of its properties is bound. SECTION 5.4 Validi tv of ooerative Documents Executed bv the Partnership. This Reimbursement Agreement and all other Operative Documents are the legal, valid and binding obligations of the Partnership, enforceable against it in accordance with their respective terms, except as enforcement may be limited or affected by bankruptcy, receivership, moratorium, insolvency or other laws or equitable principles affecting enforcement of creditors' rights generally. Each person acting on behalf of the Partnership who has executed the operative Documents is duly and properly a partner of the Partnership and fully authorized to execute the same. SECTION 5.5 No Material Litiaation. Except as disclosed in the financial statements referred to in section 5.7 hereof or as otherwise disclosed to the Bank in writing, there is no Material Litigation pending, or to the Partnership's or any Partner's knowledge, threatened against the Partnership. SECTION 5.6 Good Title. As of the date of this Reimbursement Agreement, the Partnership has good and marketable title to substantially all of the assets reflected in the consolidated financial statements referred to in section 5.7 - 10 - SECTION 5.8 No Material Adverse Chanae. 1989, there has been no material adverse change condition, business operations or properties of Since in the financial the Partnership. below, as the Partnership's, other than properties leased to the partnership and no such properties are subject to any Liens other than Permitted Liens. SECTION 5.7 Financial Statements. The audited consolidated balance sheet of 19__, and the related consolidated statements of income, retained earnings and changes in financial position for the year and three-month periods then ended, copies of which have been delivered to the Bank, present fairly the consolidated financial position of the Partnership as of such dates and the results of their operations and changes in their consolidated financial position for the periods then ended, in accordance with Generally Accepted Accounting Principles. SECTION 5.9 No Defaults. The Partnership is not in default under any indenture, mortgage, loan agreement, evidence of indebtedness or Capitalized Lease to which it is a party or by which its properties is bound, which would have a material adverse effect on the financial condition, business, operations or properties of the Partnership. SECTION 5.10 Comoliance with Reaulations. Except at'. disclosed in the financial statements referred to in section 5.7 hereof or as otherwise disclosed to the Bank in writing, the Partnership has substantially complied with all applicable Regulations, noncompliance with which presents a reasonable likelihood of a material adverse effect on the Partnership or its operations. SECTION 5.11 Taxes. The partnership has filed or caused to be filed all federal, state and local tax returns required by law to have been filed, have paid or caused to be paid all taxes, assessments and other governmental charges that are due and payable (unless the same are being contested in good faith), and have reserved funds or made adequate provision for the payment of all taxes, assessments and other governmental charges accrued but not yet due and payable (or being contested in good faith). The Partnership has no knowledge of any material deficiency or assessment in connection with any taxes, assessments or governmental charges not provided for on its books. SECTION Reimbursement instrument or in connection 5.12 No Untrue Statements. Neither this Agreement, nor any other operative Document, or statement furnished or to be furnished to the Bank herewith contains, or at the time of delivery will - 11 - below, as the Partnership's, other than properties leased to the partnership and no such properties are subject to any Liens other than Permitted Liens. SECTION 5.7 Financial Statements. The audited consolidated balance sheet ot 19 , and the related consolidated statements of income, retained eaxnings and changes in tinancial position tor the year and three-month periods then ended, copies of which have been delivered to the Bank, present tairly the consolidated tinancial position ot the Partnership as ot such dates and the results of their operations and changes in their consolidated financial position for the periods then ended, in accordance with Generally Accepted Accounting Principles. SECTION 5.8 No Material Adverse Chance. 1989, there has been no material adverse change condition, business operations or properties of Since in the financial the Partnership. SECTION 5.9 No Defaults. The Partnership is not in default under any indenture, mortgage, loan agreement, evidence of indebtedness or Capitalized Lease to which it is a party or by which its properties is bound, which would have a material adverse effect on the financial condition, business, operations or properties of the Partnership. SECTION 5.10 comoliance with Reaulations. Except ar. disclosed in the financial statements referred to in Section 5.7 hereof or as otherwise disclosed to the Bank in writing, the Partnership has substantially complied with all applicable Regulations, noncompliance with which presents a reasonable likelihood of a material adverse effect on the Partnership or its operations. SECTION 5.11 Taxes. The Partnership has filed or caused to be filed all federal, state and local tax returns required by law to have been filed, have paid or caused to be paid all taxes, assessments and other governmental charges that are due and payable (unless the same are being contested in good faith), and have reserved funds or made adequate provision for the payment of all taxes, assessments and other guvernmental charges accrued but not yet due and payable (or being contested in good faith) . The Partnership has no knowledge of any material deficiency or assessment in connection with any taxes, assessments or governmental charges not provided for on its books. SECTION Reimbursement instrument or in connection 5.12 No Untrue Statements. Neither this Agreement, nor any other Operative Document, or statement furnished or to be furnished to the Bank herewith contains, or at the time of delivery will - 11 - .' . contain, an untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein and therein not misleading. There is no fact known to any of the partners of the Partnership which materially adversely affects or in the future would (so far as the partners of the Partnership can now reasonably foresee) materially adversely affect the business, operations, affairs, conditions, properties or assets of the Partnership which has not been referred to in this Reimbursement Agreement or any other Operative Document, or any other documents, instruments and statements furnished to the Bank in connection with this Reimbursement Agreement. SECTION 5.13. ERISA. The provisions of each Plan comply in all material respects with all applicable requirements of ERISA and of the Code, and with all applicable rulings and regulations issued under the provisions of ERISA and the Code setting forth those requirements. In addition (a) no event has occurred with respect to any Plan which would constitute a reportable event, as defined in Section 4043 of ERISA; (b) no Plan to which section 4021 of ERISA applies has been terminated; (c) the Partnership has not incurred any liability to the PBGC as provided in Sections 4062, 4063 and 4064 of ERISA; and (d) no Plan has been involved in any prohibited transaction within the meaning of section 406 of ERISA and section 4975(c) of the Code which is not exempt under section 408 of ERISA and section 4975 of the Code. The Partnership is not now nor has it ever been at any time a contributor to any multi-employer plan, as that term is defined in section 4001(a) (3) of ERISA. SECTION 5.14 Use of Bond Proceeds. The Partnership intends that the proceeds of the Bonds will be used solely for the acquisition, constructing, equipping and improvement of the Facility, the payment of expenses of issuing, selling and delivering the .Bonds, and certain other costs permitted by the Act. The Partnership intends the Bonds to be "Private Activity Bonds" within the meaning of Section 141 of the Code, and "Qualified Small Issue Bonds" within the meaning of Section 144 of the Code, and the Partnership further intends that the interest payable on the series A Bonds shall be exempt from federal and state income taxation. At least ninety-five (95%) percent of the net proceeds of the Series A Bonds will be used for the acquisition, construction, reconstruction, or improvement of land or property of a character subject to the allowance for depreciation as prescribed in section 144 (a) of the Code; and the Partnership will not commit any act which will adversely affect the tax-exempt status of the interest on the Series A Bonds. No part of the proceeds of the Series A Bonds will be used to finance inventory or for working capital. All of the proceeds of the Series B Bond~' shall be used for acquisition, construction, improvement and related costs with - 12 - respect to the Facility. On the basis of the facts, estimates and circumstances in existence on the date of this Reimbursement Agreement, a period of less than two years from the date of issuance of the Bonds is necessary for the completion of the rehabilitation project with respect to the Facility. ARTICLE VI AFFIRMATIVE COVENANTS OF THE PARTNERSHIP Until the Letter of credit has expired or been terminated and until all of the Partnership's Obligations shall have been fully paid and performed to the satisfaction of the Bank, unless the prior written consent to do otherwise is obtained from the Bank: SECTION 6.1 Preservation of Leaal Existence. The partnership shall preserve and maintain its legal existence as a partnership, and its rights and privileges in the Commonwealth of Pennsylvania and shall qualify and remain qualified to conduct business in the Commonwealth of Pennsylvania and in each jurisdiction where the nature of the business or ownership of property by the Partnership legally require such qualification. The Partnership covenants that it shall not initiate any proceedings and shall not take any action whatsoever, to dissolve, to liquidate or to terminate its existence without the prior written consent of the Bank. SECTION 6.2 Comoliance with Laws. The Partnership shall comply in all material respects with all applicable laws, rules, regulations and orders of any governmental authority, noncompliance with which would materially and adversely affect the business or condition of the Partnership, such compliance to include, without limitation, (i) paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or upon its property, and (il) complying with all feder.al, state and local laws, rules, regulations and orders relating to pollution, reclamation, or protection of the environment, inCluding laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes into air, water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or wastes; except to the extent compliance with any of the foregoing is then being contested in good faith. SECTION 6.3 shall cause to be reputable insurance Maintenance of Insurance. maintained insurance with companies or associations The Partnership responsible and casual ty , publ ic - 13 - liability and other insurance in such amounts and covering such risks as are reasonably satisfactory to the Bank, and, upon request shall provide to the Bank evidence of compliance with this covenant in the form of certificates of insurance and endorsements, satisfactory in form and substance of the Bank. The Partnership releases the Bank from, agrees that the Bank shall not be liable for, and agrees to defend and hold the Bank harmless from, any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Facility. Notwithstanding any of the foregoing, the above referenced sentence shall not apply in instances where such loss, damage, injury or death is the result of the Bank's gross negligence and/or willful misconduct. SECTION 6.4 Visitation Riqhts. Upon receipt of reasonable notice, the Partnership shall permit the Bank's officers and representatives to review, audit and make copies of and extracts from the Partnership's books and records at all reasonable times, which information (to the extent not otherwise publicly disclosed) the Bank shall keep confidential and shall not disclose except to the Bank's officers and employees, directors, accountants, auditors and counsel, and except as required to be disclosed to bank examiners, bank regulatory authorities, any other banks participating in the credit, or to others in the ordinary course of the Bank's business. All inspections of the Partnership's books and records shall not unreasonably interfere with the partnership's operations. SECTION 6.5 Records and Accounts. The Partnership shall keep true records and books of account in which entries will be made in accordance with Generally Accepted Accounting Principles consistantly applied and will maintain accounts and reserves adequate in the opinion of the Partnership for all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all other contingencies and all other proper reserves. SECTION 6.6 pavment of Debts. Taxes. The Partnership shall pay, or cause to be paid, all of its debts and perform, or cause to be performed, all of its obligations promptly and in accordance with the respective terms thereof, and promptly pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges or levies imposed upon it, upon its income or receipts or upon any of its assets or properties before the same shall become in default, as well as pay all lawful claims for labor, materials and supplies or otherwise that, if not so paid, could or would result in the imposition of a lien or charge upon such assets or properties or any part thereof; provided, however, that it shall not - 14 - constitute an Event of Default hereunder if the Partnership fails' to perform any such obligation or to pay any such debt (except for any indebtedness owing under or in respect of any Operative Document), tax, assessment, or governmental or other charge, levy or claim that is being contested in good faith and by proper proceedings diligently pursued, if the effect of such failure to payor perform has not been to accelerate the maturity thereof or of any other material debt or obligation of the Partnership or to subject any part of the assets and properties of the Partnership to forfeiture, and if the Partnership has obtained therefor an adequate bond or adequate insurance or established therefor a reserve of an adequate amount. SECTION 6.7 Maintenance of ProDerties. The Partnership shall cause all of its properties used or useful in the conduct of its business as it relates to the Facility to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the reasonable judgment of the Partnership may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, SECTION 6.8 ReDortino Covenants. The Partnership shall cause to be delivered to the Bank: (a) within 90 days after the end of each fiscal year, the Partnership's consolidated balance sheets as of the end of each fiscal year and related consolidated statements of income, reconciliation of surplus and changes in financial position for such fiscal year, accompanied by a report thereon by independent certified public accountants acceptable to the Bank, which report shall state that, in the opinion of such accountants, such financial statements have been prepared in accordance with Generally Accepted Accounting Principles consistent with those applied by the Partnership during the fiscal year preceding the fiscal year covered by such financial statements, except for inconsistencies resulting from changes in accounting principles and methods agreed to by such accountants and specified in such report, and that the examination by such accountants of such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances. Each financial statement provided hereunder shall be accompanied by a corresponding - 15 - .. '. , . financial statement for the same period in' the preceding fiscal year. (b) Within 4S days after the end of each of the first three fiscal quarters of each fiscal year and within 90 days after the end of each fiscal year, a certificate signed by the chief financial officer of the Partnership either stating that no event has occurred and is continuing which constitutes an Event of Default or would constitute such an Event of Default with notice or passage of time or both, or describing each such event and the remedial steps being taken by the Partnership. (c) Promptly when requested by the Bank, from time to time, such other information and reports regarding the operations, business affairs, prospects and financial condition of the Partnership as the Bank may reasonably request. SECTION 6.9 Litiaation. Promptly notify the Bank of the institution of any Material Litigation and promptly advise the Bank of significant developments in any Material Litigation previously reported to the Bank. SECTION 6.10 ERISA. The Partnership shall maintain each Plan in compliance in all material respects with all applicable requirements of ERISA and the Code, including all applicable rulings and regulations under ERISA and the Code. The Partnership shall furnish or cause to be furnished to the Bank copies of each of the following notices as soon as practicable, but not later than ten days after any such notice is given or received: (a) any notice to the Pension Benefit Guaranty Corporation ("PBGC") that a reportable event, as defined in section 4043 of ERISA, has occurred with respect to any Plan: (b) any notice to the PBGC that the Partnership intends to terminate any Plan: or (c) any notice from the PBGC of its intention to terminate any Plan or to appoint a trustee to administer any Plan. Any copy of any notice required hereunder shall be accompanied by a certificate addressed to the Bank and signed by the chief financial officer of the Partnership, setting forth all pertinent details on which such notice is based and the action which is proposed to be taken with respect thereto. - 16 - . . SECTION 6.11 Indenture and Installment Sale Aareement. The Indenture and Installment Sale Agreement are incorporated herein by reference and the covenants and obligations of the Partnership, or all Guarantors, as the case may be, therein set forth shall be deemed to be covenants of the Partnership, or any such Guarantor herein as it specifically made and fully set forth herein. The covenants and obligations of any Guarantor and/or the Partnership in the Indenture or Installment Sale Agreement incorporated herein shall continue and remain in full force and effect with respect to this Reimbursement Agreement, notwithstanding the payment of all of the obligations or liabilities under or the termination of the Indenture or Installment iale Agreement or any amendment thereof or waiver given of a~; of the provisions thereof. As indicated in Article VIII heretJ:, the occurrence of any Event of Default under the Indenture o~ Installment Sale Agreement shall constitute an Event of Default hereunder. No subsequent amendment of said incorporated documents by the parties thereto shall be deemed to be an amendment of this Reimbursement Agreement unless such amendment is executed by the Bank and makes specific reference to this Reimbursement Agreement. The Partnership further covenants and agrees with the Bank that all notices and other materials received or submitted by the Partnership under the Indenture or Installment Sale Agreement shall be sent to the Bank promptly upon such receipt or submission by the PartnerShip. SECTION 6.12 Further Assurances. The Partnership shall execute and deliver to the Bank such further instruments, provide it with such further data and information and take such further action as the Bank may reasonably request or as may be necessary to further effect the purposes of the Operative Documents. SECTION 6.13 Financial Statements of PrimarY Tenant. The Partnership shall cause the primary tenant of the Facility to provide its annual financial statements to the Bank within one-hundred and twenty days of the end of the tenant's fiscal year. SECTION 6.14 !"mendment to Bond Documents. So long as this Agreement is 1n effect or the Letter of Credit is outstanding and until all amounts payable hereunder and under the Bonds are paid in full, the Borrower will not, without the prior written consent of the Bank, amend or otherwise modify, or agree to the amendment, modification or termination of any of the Bond Documents. Jl.RTICLE VII - 17 - .' .. NEGATIVE COVENANTS Until the Letter of credit has expired or been terminated and all of the Partnership's obligations shall have been fully paid and performed to the satisfaction of Bank, the Partnership shall not unless prior written consent to do otherwise is obtained from the Bank: SECTION 7.1 Encumbrances. Create any mortgage, pledge, charge, lien, security interest or other encumbrances to exist involving any of its properties, assets, operations, products, income or securities or the proceeds therefrom, whether now owned or hereafter acquired, except (a) Permitted-Liens, or (b) the security interests granted to the Bank hereunder or otherwise. SECTION 7.2 Meraers. consolidations. Etc. Wind-up, liquidate or dissolve its business or affairs or enter into any merger, consolidation, reorganization or recapitalization or sell, transfer, lease, transfer by means of a distribution on account of its partnership interests or otherwise dispose of all or any substantial part of its assets without the prior written consent of the Bank. SECTION 7.3 Guarantv. Become liable as a guarantor, surety, endorser or otherwise for any obligation of any other Person except for endorsements of checks or drafts for deposit or collection and indemnity agreements necessary in the ordinary course of business. SECTION 7.4 Transfer of Prooertv. Sell or transfer any item of real or personal property valued at more than $25,000 with the intention of directly or indirectly taking back a lease on such property. SECTION 7.5 Chanae of Business. Discontinue any part of, or change the nature of, any business in which it is currently engaged, except for a discontinuance or change which does not have a material effect on a material part of the business of the Partnership. SECTION 7.6 Judaments. Permit any of its assets to be subject to any judgment, attachment or levy in excess of $25,000 (if not covered by insurance) unless such judgment, attachment or levy is paid, waived, vacated, stayed, discharged, settled or fully satisfied within 90 days after such issuance oc levy. SECTION 7.7 Investments. Purchas~, invest in, or make any loan in the nature of an investment in the stocks, bonds, - 18 - . . notes or other securities or evidence ot indebtedness ot any Person, or make any loan or advance to or tor the bene tit ot any Person except tor (i) obligations ot the Treasury ot the United states ot America; (ii) certiticates ot deposit issued by banks with shareholders' equity ot at least $100,000,000; (iii) repurchase agreements not exceeding 29 days in duration issued by banks with shareholders' equity ot at least $100,000,000; (iv) notes and other instruments generally known as "COllllllercial paper" which arise out ot current transactions, which have maturities at the time ot issuance thereot not exceeding nine months and which have, at the time ot such purchase, investment or other acquisition, the highest credit rating of Standard & Poor's corporation or Moody's Investors service, Inc.; (v) investments owned by the Partnership on the Date of Issuance; and (vi) other investments which, at the time of such purchase, have the highest credit rating of Standard & Poor's corporation or Moody's Investor Service, Inc. ARTICLE VIII EVENTS OF DEFAULT SECTION 8.1 Events of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder. (i) If the Partnership fails to pay when due hereunder any principal, interest or any other amounts, costs or fees and such failure to pay continues for five (5) days after written notice trom the Bank to the Partnership stating the amount due. Payments made after the date they become due shall be subj ect to the interest rate referred to in Section 9.3 hereot; (H) If the Partnership defaults in the pertormance of any other obligation to be performed by it under this Reimbursement Agreement, the Guarantees or any of the other Operative Documents, including, without limitation, its affirmative and negative covenants under Articles VI and VII respectively, and such failure continues for 5 days after written notice from the Bank; (Hi) If any financial statement of the Partnership or any Guarantor or any representation, warranty or statement of the Partnership or any Guarantor in this Reimbursement Agreement, the Guarantees, or any other operative Document as the case may be, or in any other document, instrument, certificate, agreement or statement delivered to the Bank in connection with this Reimbursement Agreement, the - 19 - .' .. Guarantees or other operative Document shall be breached or shall have been materially incomplete, false or incorrect: (iv) If any proceeding under the Bankruptcy Code or any law of the United states or of any state relating to insolvency, receivership, reorganization or debt adjustment is instituted by the Partnership as debtor, or if such a proceeding is instituted against the Partnership as debtor and is consented to by the Partnership or remains undismissed for 60 days, or if the Partnership is adjudicated a bankrupt, or a trustee or receiver is appointed for any substantial part of its property or if the Partnership makes an assignment for the benefit of creditors or becomes unable to pay its debts as they mature: (v) If the partnership shall fail to pay when due any principal or interest payable for money borrowed, or amounts owed by the Partnership under any capitalized Lease, and such failure shall continue beyond any applicable grace periOd, or the Partnership shall suffer to exist any other event of default under the terms and conditions of any indenture, mortgage, loan agreement, evidence or indebtedness or Capitalized Lease, in each case involving obligations having an aggregate principal amount outstanding of $25,000 or more: (vi) If the Partnership shall fail to reimburse the Bank on demand for any fees, costs or expenses for which the Bank is entitled to reimbursement under Article I and II (fees for preparing the Operative Documents): (vii) If any Plan to which section 4021 of ERISA applies is terminated and the value of the benefits guaranteed under Title IV of ERISA exceeds the value of the assets allocable to such benefits: or if the Partnership or any Guarantor incurs any withdrawal of liability within the meaning of section 4201 of ERISA: (viii) If there shall occur any Default or Event of Default, as defined in the Operative Documents or any other documents evidencing any obligations of the Partnership or any Guarantor to the Bank with respect to any outstanding indebtedness or any agreement for new borrowings owed by any of them to the Bank at any time due and owing subject to any applicable grace period: or, if there shall occur any default, unless waived, in the performance or observance, subject to any applicable grace period, of any agreement, term, condition or covenant with respect to any other agreement, document or instrument of Partnership or Guarantor to which they are parties if the effect of such default is to permit, with the giving of notice or passage of time or both, the holders thereof, or any trustee or agent for said holders, to terminate or suspend any commitment to lend money to the Partnership or the Guarantor or - 20 - . . to cause or declare any portion of any borrowings thereunder to become due and payable prior to the date on which it would otherwise be due and payable: (ix) It there shall occur any Default or Event of Default by the Partnership under the Bond Documents: then, and in any such event, the Bank may, in its sole discretion, but shall not be obligated to, (1) by notice to the Partnership, declare all amounts payable by the Partnership hereunder (including, without limitation, amounts payable pursuant to section 2.1 hereof) to be forthwith due and payable, and the same shall thereupon become due and payable without demand, presentment, protest or further notice of any kind, all of which are hereby expressly waived, and/or (2) exercise all of its rights and remedies under the Operative Documents and/or the Guarantees and/or (3) by notice to the Trustee, require the Trustee to accelerate payment of all Bonds and interest accrued thereon as provided in Article IX of the Indenture. No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Reimbursement Agreement, the Guarantees or any other operative Document or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised fro~ time to time and as often as may be deemed expedient. In ordE:. to exercise any remedy reserved to the Bank in this Reimbu~ oement Agreement or Guarantee it shall not be necessary to give 'lny notice, other than such notice as may be herein expressl~ required. In the event any provision contained in this Reimbursement Agreement or the Guarantee, should be breached by any party and thereafter duly waived by the other party so empowered to act, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver, amendment, release or modification of this Reimbursement Agreement or the Guarantees shall be established by conduct, custom or course of dealing, but solely by an instrument in writing duly executed by the parties thereunto duly authorized by this Reimbursement Agreement. - 21 - '. ARTICLE IX SPECIAL TERMS AND PROVISIONS SECTION 9.1 Scecial Indemnitv. The Partnership hereby agrees to indemnify and hold the Bank harmless from any reasonable costs, taxes, losses, assessments, charges, levies, claims or fees (including legal fees) of any kind or character which may arise due to the invalidity of the Bonds or the failure of the interest on the Series A Bonds to be tax exempt as a resul t of the actions contemplated hereby and by the documents, instruments and agreements required hereunder. SECTION 9,2 Further Assurances And Corrective Instruments. The Bank and the Partnership agree that they will, from time to time, execute and deliver or cause to be executed and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of the parties to, or facilitating the performance of, this Reimbursement Agreement. SECTION 9,3 Rate of Interest: Advances bv Bank. (a) The Partnership hereby agrees to pay the Bank interest on any and all amounts required to be paid as provided in this Reimbursement Agreement including but not limited to amounts required to be paid in Articles I and II hereof from and after the due date thereof and during the continuation of any Event of Default (after as well as before judgment), without requirement of notice or demand, at the rate per annum equal to two percent (2.0%) in excess of the Bank's National Commercial Rate. (b) If the Partnership fails to make or cause to be made any payment, or fails to perform, observe or comply with any of the Partnership's Obligations, the Bank, without the requirement of notice or demand upon the Partnership, without waiving any default or releasing the Partnership from any of the Partnership's Obligations, and without being under any obligations to do so, may make such payment or perform any of the Partnership's Obligations. All amounts so paid by the Bank and all reasonable costs, fees and expenses incurred by the Bank in connection with such payment or performance shall be immediately due and payable by the Partnership as additional payments, together with interest thereon from the date the same are paid or incurred at two percent (2.0%) in excess of the Bank's National Commercial Rate. SECTION 9.4 PaYment of Drafts Under the Letter of Credit, The Partnership instructs the Bank to pay any draft - 22 - complying with the terms of the Letter of credit irrespective of any instructions of the Partnership to the contrary. The partnership authorizes the Bank to receive, accept and/or pay as complying with the terms of the Letter of credit, any drafts and/or other documents under or purported to be under the Letter of credit which are otherwise in order but are signed by, or issued to, any administrator, executor, assignee for the benefit of creditors, trustee in bankruptcy or receiver for any property of the beneficiary or any other party in whose name it is provided in the Letter of credit that any drafts, acceptances and/or other documents thereunder should be drawn. The Bank and its branches, affiliates and/or correspondents shall not be responsible for and the Partnership shall indemnify and hold the Bank and its branches, affiliates and/or correspondents harmless from and against all liability (reasonably incurred), loss and expense (including reasonable attorneys' fees and costs) incurred by the Bank and/or its branches, affiliates and/or correspondents relative to and/or as a consequence of (a) any failure by the Partnership to perform the Partnership's agreements hereunder, the Letter of Credit and any draft(s) and acceptance(s) under or purported to be under the Letter of Credit or (b) any action taken or omitted by the Bank and/or its branches, affiliates and/or correspondents at the request of the Partnership. Any and all of the following provisions may be waived by the Bank in its sole discretion, and the Bank and its branches, affiliates and/or correspondents shall not be liable or responsible in any respect for any noncompliance therewith or waiver thereof: (a) any requirement for drafts or acceptances under or purported to be under the Letter of Credit to bear a reference to or otherwise identify, the Letter of credit, (b) any requirement that the amount of any drafts or acceptances under or purported to be under the Letter of Credit be noted on the Letter of credit, (c) any requirement that documents physically accompany any draft and/or acceptance at negotiation (other than those documents specifically required to be presented to the Bank pursuant to the terms of the Letter of Credit), and/or (d) any requirement that any party send forward documents physically apart from any draft and/or acceptance. None of the above shall affect, impair or constitute a defense to the enforceability of any right, power or remedy of the Bank hereunder. As between the Partnership and the Bank, the Partnership shall assume all risks of the acts, omissions or misuse of the Letter of Credit by the Trustee. The Bank shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letter of credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged: (ii) for the validity or sufficiency of any instrument - 23 - transterring or assigning or purporting to transfer or assign the Letter ot credit or the rights or benefits thereunder or proceeds thereot, in whole or in part, which may prove to be invalid or inettective tor any reason; (iii) tor tailure of the Trustee to comply tully with conditions required in order to draw upon the Letter ot credit; (iv) unless due to its own gross negligence, tor errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be in cipher; (v) unless due to its own gross negligence, for errors in interpretation of technical terms; (vi) unless due to its own gross negligence, for any loss or delay in the transmission or otherwise ot any document or draft required in order to make a draw under the Letter of Credit or of proceeds - thereof; and (vii) for any consequences arising from causes beyond the control of the Bank. None of the above shall affect, impair, or prevent the vesting of any of the Bank's rights or powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank, under or in connection with the Letter of Credit or the related drafts or document(s), if taken or omitted in good faith, shall be binding upon the partnership and shall not put the Bank under any resulting liability to the Partnership. SECTION 9.5 Amendment of Letter of Credit. The Letter of Credit may be amended, modified or revoked only upon the receipt by the Bank from the Partnership and the Trustee (including any transferee(s) of the original Trustee) of a written consent and request therefor, and then only upon such terms and conditions as the Bank may prescribe, except that no consent from the Partnership or the Trustee is required where the Letter of Credit is extended by amendment in accordance with the provisions of this Agreement. In the event of (a) the extension of the expiration date of the Letter of credit, (b) the extension of the time for the drawing, negotiation, acceptance, presentation or of the maturity of any drafts, acceptances or other documents under or purported to be under the Letter of credit, (c) an increase in the amount of the Letter of credit, (d) any extension of the Letter ,of credit in accordance with the provisions hereof, and/or (e) any other modification of the terms of the petter of Credit of any nature whatsoever, this Reimbursement Agreement'shall be binding upon the Partnership with regard to the Letter of Credit so extended, increased or otherwise modified. SECTION 9.6 Indemni fication of B~nk. In addition to the amounts payable under Article I and II 'of this Reimbursement Agreement, the Partnership hereby irrevocably agrees to - 24 - . . '. indemnify and save the Bank harmless from and against any and all claims, demands, liabilities, damages, losses, and reasonable costs, charges and expenses (including reasonable attorneys' fees) which the Bank may incur or be subject to as a consequence, by reason of or in connection with, direct or indirect (unless caused by the willful misconduct or gross negligence of the Bank), of (i) any breach by any party other than the Bank of any warranty, covenant, term or condition in, or the occurrence of any default under, this Reimbursement Agreement, any other operative Document or the Bond Documents, together with all reasonable expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) defense against any legal action commenced to challenge the validity of any of the above referred to instruments. In the event any legal action is brought against the Bank as described in clause (ii) above, and the Bank notifies the Partnership of the commencement thereof, the Partnership will be entitled to participate in, and, to the extent it chooses so to do, to assume the defense thereof (including the employment of counsel reasonably satisfactory to the Bank), and the Partnership shall assume the payment of all reasonable fees and expenses, including reasonable counsel fees and expenses, relating to such defense and shall have the right to negotiate and consent to settlement thereof. The Bank shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but after notice from the Partnership to the Bank of its election to assume the defense thereof, the fees and expenses of such separate counsel shall be at the expense of the Bank unless the employment of such counsel has been specifically authorized in writing by the Partnership. The Partnership shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the partnership, or if there be a final judgment for the plaintiff in any such action as to which the Partnership has received notice in writing as hereinabove described, the partnership agrees to indemnify and hold harmless the Bank from and against any loss or liability by reason of such settlement or judgment. The obligations of the partnership under this Section shall survive the payment of the Bonds and the termination of this Reimbursement Agreement. SECTION 9.7 Guarantors Financial Condition, Pursuant to the Guaranty, the Guarantors are obligated to provide annual financial information. In the event the Guarantors fail to provide such information or in the event such information causes the Bank to determine, in the good faith exercise of its discretion, that the Bank's credit position hereunder is jeopardized, the Bank may terminate the Letter of Credit and its obligations under the operative Documents. - 25 - , o. " ARTICLE X DEFINITIONS For the purpose of this Reimbursement addition to te~s defined elsewhere herein, the shall have the following meanings: Agreement, in following te~S "~uthorized Partner" shall mean the partner specificallY authorized by the partnership to execute or certify documents on behalf of all partners of the partnership. "Bond December 1, Installment thereby. Documents" shall mean the 1989, between the Issuer Sale Agreement, and all Indenture dated and the Trustee, the documents contemplated "Bond Fund" shall mean the Bond Redemption and Improvement Fund, Clearing Fund, Construction FUnd and Debt service Fund, as those terms are defined in the Indenture. "Business Dav" shall mean a day on which the Bank, the Trustee, and the Federal Reserve Bank in philadelphia are open for the purpose of conducting a commercial banking business. "capitalized Lease" means a lease which, in accordance with FASB No. 13, is required to be capitalized in the financial statements of the lessee. ,,~" shall mean the Internal Revenue Code of 1986, as amended. "Date of Issuance" shall mean the date of issuance and delivery of the Letter of Credit. "Default" shall mean any event which with notice or lapse of time, or both, would become an Event of Default. "ERISA" shall mean the Employee Retirement Income security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. "ERISA Affiliate" shall mean, as of any date, any trade or business (whether or not incorporated) which (as of such date) is a member of a group of which the partnership is a member and which, as of such date, is under common control within the meaning of section 4001(b) (1) of ERISA. - 26 - " "Event ot Detault" shall have the meaning specified in Article VIII. "EX"Diration Date" shall mean the date the Letter ot Credit expires in accordance with its terms. "FASB No. 13" means statement ot Financial Accounting standards No. 13 issued by the Financial Accounting standards Board as ot November, 1976, as it has been and may be amended trom time to time, or any statement superseding such statement issued by such board or its successor. "Generallv Accepted Accountina Principles" shall mean generally accepted accounting principles as defined by the Financial Accounting standards Board as from time to time in effect that are consistently applied. "Guarantees" or "Guarantv" shall have the meaning ascribed to them in Section 2.2(b) hereof. "Guarantors" means stanley D. and Betty J. Adler, Robert Adler, Eric P. and Kristy L. Kessler, and Robert D, Sariano. "Indenture" shall mean the Indenture of Trust dated as of December 1, 1989 between the Issuer and the Trustee. "Installment Sale Aareement" means the Installment Sale Agreement, dated as of December 1, 1989, between the Issuer, as Seller, and the Partnership, as Buyer, and all modifications, alterations, amendments, and supplements thereto made and delivered and at such time constituting a part thereof. "Interest Component" shall have the meaning specified in Section 1.1 hereof. "1J&n" shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind or description and shall include, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof inCluding any lease or similar arrangement with a public authority executed in connection with the issuance of industrial development revenue bonds or pollution control revenue bonds, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction. "Litiaation" means administrative proceeding, investigation. any suit, action, arbitration, criminal prosecution or governmental - 27 - . .' "Material Litiaation" means any Litigation which, if decided against the partnership or any ot its Subsidiaries, would have a material adverse effect on the financial condition or business operations of the Partnership. "MultiemDlover Plan" shall mean, as of any date, a "multiemployer plan" as defined in section 4001(a) (3) of ERISA that is subject to Title IV of ERISA to which the partnership or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding plan years made or accrued an obligation to make contributions. "National Commercial Rate" means the reference rate of interest which floats and is stated from time to time by the Bank for the guidance of its officers as the Bank I s National Commercial Rate. The Bank's determination and designation from time to time of the National Commercial Rate shall not in any way preclude the Bank from making loans to other borrowers at rates which are higher or lower than or different from the National Commercial Rate. "Obliaations" shall mean all loans, advances, debts, liabilities, obligations, fees, interest, covenants and duties owing by the Partnership to the Bank of any k nd and description, direct or indirect, absolute or contingent and due to become due, and further including, without limitation all interest and other costs arising out of this Reimbursement Agreement or any other Operative Documents, by law or otherwise. "oDerative Documents" shall have the meaning specified in Section 3.1 hereof. "Partner" means any partner of the Partnership. "Permitted Liens" means: (1) any Lien described on the consolidated financial statements mentioned in section 5.7; (2) any Liens for current taxes, assessments and other governmental charges not yet due and payable, or which are being contested in good faith and for which adequate reserves have been established on the books of the Partnership in accordance with Generally Accepted Accounting Principles; (3) any Liens existing on properties prior to the time they are acquired by the partnership; - 28 - (4) any Liens represented by interests in property created under leases by the partnership as lessee or lessor, (5) any mechanic's, materialmen's, carrier's, warehouseman's or similar Liens for sums not yet due, or being contested in good faith and for which adequate reserves have been established on the books of the Partnership in accordance with Generally Accepted Accounting principles; and (6) any Liens to secure payment of workers' compensation or insurance premiums, public or statutory obligations or surety bonds. "Person" shall mean an partnership, joint venture, trust, or any other juridical entity, or a or political subdivision thereof. individual, corporation, unincorporated organization foreign state or any agency "ElAn" shall mean, at any time, any employee benefit plan (including a multiemployer plan), the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time within six years immediately preceding the time in question were, in whole or in part, the responsibility of the Borrower or an ERISA Affiliate. "PrinciDal ComDonent" shall have the meaning specified in Section 1.1 hereof. "1&nQ." shall have the meaning provided for in the Mortgage and Security Agreement. "Reimbursement Aqreement" means this Reimbursement Agreement as it may be amended from time to time. "Requlation" means any statute, ordinance, regulation, order or rule of any federal, state, loca~ or other government or governmental body, including without limitation those covering or related to banking, financial transactions, securities, public utilities, bribery, record keeping, zoning, antidiscrimination, antitrust, wages and hours, employee benefits, and price and wage control matters. "Mortqaqe and Securitv Aqreement" shall mean the Mortgage and Security Agreement dated as of December 1, 1989 from the Partnership and Issuer to the Bank and Trustee. "Sinqle EmDlover Plan" shall mean, as of any date, an employee benefit plan (other than a MUltiemployer Plan) subject to Title IV of ERISA to which the Partnership or any ERISA - 29 - Arriliate is making or accruing contributions, or has within any or years made or accrued an obligation to an obligation to the preceding rive make contributions. make plan "stated Amount" shall have the meaning speciried in the Letter or Credit and in Section 1.1 hereor. "Subsidiarv" shall mean any corporation, regardless or its jurisdiction or incorporation, a majority or the total combined voting power of all classes of stock entitled to vote of which shall be owned, at the time as of which any determination is made, by the Partnership or a Subsidiary either directly or indirectly. "Withdrawal Liabilitv" shall have the meaning assigned to it in Part I of Subtitle E of Title IV or ERISA. ARTICLE XI MISCELLANEOUS SECTION 11. 1 Amendments. This Reimbursement Agreement may be amended, and the Partnership may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Partnership shall obtain the written consent of the Bank. No course of dealing between the Partnership and the Bank, nor any delay in exercising any rights hereunder shall operate as waiver of any rights of the Bank hereunder. SECTION 11.2 Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by the Partnership in connection herewith shall survive the execution and delivery of this Reimbursement Agreement, regardless of any investigation made by the Bank or on its behalf. SECTION 11.3 Expenses. The Partnership hereby agrees to pay promptly all reasonable costs and expenses in connection with the preparation, issuance, delivery, filing, recording and administration of the Letter of credit, this Reimbursement Agreement, the Guarantees, the other Operative Documents, the Bonds and any other documents which may be delivered in connection with this Reimbursement Agreement, including, without limitation, the reasonable fees and expenses of Duane, Morris & Heckscher, counsel for the Bank, and all reasonable costs and expenses (including reasonable counsel fees and expenses) in connection with (i) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of the Letter of credit, (ii) any and all reasonable amounts whicn the Bank has paid - 30 - ..., 0, , - relative to the Bank's curing of any Event of Default resulting frOM the acts or omissions of the Partnership under this Reimbursement AgreeMent, the Guarantees, any other operative DOCUMent or the Bonds, (iii) the enforceMent of this Reimbursement AgreeMent, or grant of participations herein, in the Letter of Credit or in any of its rights or security hereunder, including, without limitation, the instruments securing the partnership's Obligations hereunder. In connection with any assignment or participation, the Bank may disclose to the proposed assignee or participant any information that the Partnership is required to deliver to the Bank pursuant to this Reimbursement Agreement. In addition, the Partrlership hereby agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of the Letter of Credit, this Reimbursement Agreement, any other Operative Documents or Bonds, or any other documents which may be delivered in connection with this Reimbursement Agreement, and agrees to save the Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Notwithstanding the foregoing, no payment shall be required under this Section in respect of any cost or expense the Bank has incurred because of its gross negligence or willful misconduct. SECTION 11.4 Set-off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, during the continuance of any Event of Default hereunder the Bank is hereby authorized at any time and from time to time, without notice to tne partnership, to any Guarantor or to any other person or entity, any such notice being hereby expressly waived, to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by the Bank to or for the credit or the account of the Partnership against and on account of the Partnership I s Obligations to the Bank under this Reimbursement Agreement, irrespective of whether or not the Bank shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured, The Bank shall provide notice to the Partnership of such set-off within a reasonable period of time thereafter. SECTION 11. 5 Notices. All communications provided for hereunder shall be delivered as provided in the Indenture. SECTION 11.6 Bindina Effect: Assianment. This Reimbursement Agreement is a continuing obligation and shall (i) be binding upon the Partnership and its respective successors, transferees and assigns and (ii) inure to the benefit of and be enforceable by the Bank and its successors, transferees and - 31 - '. assignsf provided, however, that the Partnership may not assign all or any part of this Reimbursement Agreement without the prior written consent of the Bank. The Bank may assign, negotiate, pledge or otherwise hypothecate all or any portion of this Reimbursement Agreement, or grant participations herein, in the Letter of Credit or in any of its rights or security hereunder, including, without limitation, the instruments securing the Partnership's obligations hereunder. In connection with any assignment or participation, the Bank may disclose to the proposed assignee or participant any information that the Partnership is required to deliver to the Bank pursuant to this Reimbursement Agreement. SECTION 11.7 Governina Law. This Reimbursement Agreement is being delivered and is intended to be performed in the Commonwealth of Pennsylvania and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such State. SECTION 11.8 CounterDarts. This Reimbursement Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Reimbursement Agreement to produce or account for more than one such counterpart. - 32 - '. .. . SECTION 11.9 Immunitv of Issuer. No recourse shall be had on any obligation, covenant or agreement in this Agreement against any past, present or future incorporator, officer, director or employee as such of the Issuer, either directly or indirectly, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise and all such liability of any such incorporators, officers, directors or employees as such is hereby expressly waived and released as a condition of the consideration for the Issuer I s participation in the financing and the execution and delivery of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Reimbursement Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written. (CORPORATE SEAL) Attest: ~#~~y: Assistant Secretary SERR Associates ~J /'<:Jt;;. Au horized Partner "J};/L- By: jlu'uud ~...w..,=,aE' ! v.JL~ ":&.:"1",,) Assistant Vice President - 33 - . ." " , . , . The undersigned Guarantors hereby accept and acknowledge this Reimbursement Agreement and the Obligations hereunder, including without limitation Articles II and III hereof and intending to be legally bound agree to all the terms and conditions hereof. WITNESS: Stanley D. Adler Betty J. Adler Robert Adler Eric P. Kessler Kristy L. Kessler Robert D. Sariano ECKERT SEAMANS CHERIN & MELLOTT " . AlTORNlYS AT LAW III ICINC BOUUVARD. NOIlTK MARKET SQUARE IUILDINC HARR1SIUltC. PA 17101 TtUPHONE.P\7l m-_ fACSIMlU.(117l _ C. PETER CARLUCCI. JR. January 5, 1990 Ray Granger Meridian Bank 51 s. Duke street Lancaster, PA 17602 In reI SERR Associates Dear Ray: I am enclosing the signed acknowledgment which should be attached as the last page of the Letter of Credit, Indemnity and Reimbursement Agreement in connection with the above referenced issue. Should you have matter, please give me a any quest~ons with regard to this call, 'j Very trUly yours, \ / \ ;L.......... . r C. Peter Carlucci, Jr. CPCjr/mc Enclosure cc: Shaun R. Eisenhauer, Esq. omas IN 1IIIN nanN. w. WASHINCTON" D. Co DD6 -."..... "" CIAHl' StUn rnT'5IUaCH. rA un, 1'12)_ UNIVDSI1Y Of mn~ API'IJIIlIlSlAlOt aNIIll ,. WII.JJAM"" WAY rmNUIQ\. PA W3I ('12)-- .. '" ,. . The undersigned Guarantors hereby accept and acknowledge this Reimbursement Agreement and the Obligations hereunder, including without limitation Articles II and III hereo! and intending to be legally bound agree to all the terms and conditions hereo!. WITNESS: .,J \\, "~ .,. ~ .~ ' ", ...:....1 .... 1,;J ''\.', -t~ \5 , \r (, \. ~ ~'/ I I . ~ l~ rtP Stanley D. Ad_e ~~~ Bet: y dle ~~~~ ~ Eric P. Kessler ,f)." At f.I:JMI~' KristrL. Kessler ...................-1 o e t . Sariano IIlU..II""'i'-- -... .DOI -.c:tUl. (i) .....- cmh\sre\051 GUARANTY GUARANTY dated December 1, 1989, made by the undersigned (the "Guarantors"), in favor of MERIDIAN BANK, a national banking institution ("Bank"). H 1 :r H ~ ~ ~ ~ :r H: WHEREAS, SERR Associates, a Pennsylvania general partnership (the "Partnership") and the Bank are parties to a Letter of Credit, Indemnity and Reimbursement Agreement dated as of December 1, 1989 (such agreement, as amended or otherWise modified from time to time, being hereinafter referred to as the "Reimbursement Agreement"); WHEREAS, pursuant to the terms and conditions of the Reimbursement Agreement the Bank has agreed to issue its Letter of Credit (the "Letter of Credit") on behalf of the Partnership in an aggregate amount of principal and interest not to exceed $1,776,000, as amended from time to time pursuant to the terms of the Letter of Credit (the "Stated Amount"); WHEREAS, it is a condition precedent to the Bank's commitment to issue its Letter of Credit pursuant to the Reimbursement Agreement that the Guarantors shall have executed and delivered to the Bank, inter Alia, an instrument guaranteeing the obligations of the Partnership under the Reimbursement Agreement, the Letter of Credit and the other operative Documents referred to in the Reimbursement Agreement (collectively the "Operative Documents"); . ~ WHEREAS, each of the Guarantors have determined that his execution, delivery and performance of this Guaranty directly benefits, and is in the best interests of, the Guarantor; NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Bank to enter into the Reimbursement Agreement, and issue the Letter of Credit thereunder, each of the Guarantors hereby agrees with the Bank as follows: SECTION 1. Definitions and Construction. Reference is hereby made to the Reimbursement Agreement for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Reimbursement Agreement and not otherwise defined herein shall have the same meanings herein as set forth in the Reimbursement Agreement. SECTION 2. Guarantv. Each Guarantor hereby jointly, severally, irrevocably, absolutely and unconditionally guarantees and becomes surety for: (a) the prompt payment by the Partnership, as and when due and payable, whether by acceleration or otherwise of all accounts now or hereafter, owing by the Partnership in respect of the Reimbursement Agreement, the Letter of credit, and the other Operative Documents, whether for principal, interest, fees, expenses or otherwise, and the due performance and observance by the Partnership of its other obligations now or hereafter existing in respect of any of the Operative Documents and any renewals, extensions and modifications thereof (all of the foregoing - 2 - " obligations hereinafter collectively referred to as the "Obligations"): and (b) any and all expenses, including reasonable attorneys fees, incurred by the Bank in enforcing its rights under this Guaranty. SECTION 3. Guarantor's Obliaations Unconditional. (a) Each Guarantor hereby guarantees that the Obligations will be paid strictly in accordance. with the terms of the Operative Documents. The liability of the Guarantor hereunder shall be absolute and unconditional, irrespective of: (i) any lack of validity or enforceability of any such Operative Documents or any agreement or instrument relating thereto, including, without limitation, the lack of validity or enforceability of all or any portion of the liens or security interests granted thereby: (ii) any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the obligations, or any other amendment or waiver of or consent to any departure from, exchange or release of, or non- perfection of any lien on or security interest in, any collateral, or any release or amendment or waiver of or consent to any departure from any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Partnership or any other guarantor in respect of the Obligations of any Guarantor in respect hereof, (iii) the absence of any action on the part of the Bank to obtain payment of the Obligations from the Partnership or from any Guarantor or from any - 3 - other guarantor; or (iv) the release from liability to the Bank of any other guarantor or other obligor. (b) This Guaranty (i) is a continuing guarantee and shall remain in full force and effect until all of the Obligations and other expenses guaranteed pursuant to section 2 hereof have been ,paid in full and no,furthe~ ~bllgatlonB and" Letters of Credit are outstanding under t~e Operative Document.; and (ii) shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded, avoided or rendered void as a preferential transfer, impermissible set-off, fraudulent conveyance or must otherwise be returned or disgorged by the Bank upon the insolvency, bankruptcy or reorganization of either the Partnership or any Guarantor or otherwise, all as though such rescinded, avoided or voided payment had not been made, and notwithstanding any action or failure to act on the part of the Bank in reliance on such payment. SECTION 4. Waivers. Each Guarantor hereby waives (i) promptness and diligence; (ii) notice of the incurrence of any Obligation by the Partnership; (iii) notice of any actions taken by the Bank or the Partnership under any Operative Document or any other agreement or instrument relating thereto; (iv) acceptance of this Guaranty and reliance thereon by the Bank and all other notices, demands and protests, and all other formalities of every kind in connectior. with the enforcement of the Obligations or of the obligations of any Guarantor hereunder - 4 - or ot any other guarantor, the omission of or delay in which, but tor the provisions of this section 4, might constitute grounds for relieving any Guarantor of its obligations hereunder; and (v) any requirement that the Bank protect, secure, perfect or insure any security interest or lien of any property subject thereto or exhaust any right or take any action against the Partnership, any Guarantor, any other person or any collateral. SECTION 5. Subroaation and Similar Riahts. No Guarantor will exercise any rights which he may acquire by way of subrogation, indemnification or contribution, by reason of any payment made by him hereunder or otherwise, until after the date on which all of the Obligations shall have been satisfied in full and until such time, any such rights against the partnership shall be fully subordinated in lien and payment to any claim which Bank now or hereatter has against the Partnership. If any amount shall be paid to any Guarantor on account of such subrogation, indemnification or contribution at any time when all of the Obligations and all other expenses guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for the benefit of the Bank, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to the Bank to be applied in whole or in part by the Bank against the Obligations, whether matured or unmatured, in accordance with the terms of the Reimbursement Agreement. If any Guarantor shall make payment to the Bank of all or any portion of the Obligations and all of the Obligations shall be paid in full, the Bank will, at - 5 - " that Guarantor's written request, execute and deliver to that Guarantor (without recourse, representation or warranty) appropriate documents necessary to evidence the transfer by subrogation to that Guarantor of an interest in the Obligations resulting from such payment by that Guarantor, such subrogation to be fully subject and subordinate, however, to the Bank's right to collect any other amounts which may be due to the Bank by the Partnership. SECTION 6. Reoresentations and Warranties, Each Guarantor hereby represents and warrants as follows: (a) The Guarantor has all requisite power and authority to execute, deliver and perform this Guaranty. (b) The execution, delivery and performance by the Guarantor of this Guaranty does not and will not, to the best of his or her knowledge, contravene any law or governmental regulation or any contractual restriction binding on or affecting the Guarantor or any of his property but in the event such contravention does occur despite lack of knowledge by Guarantor, this representation and warranty will be deemed breached. (c) The execution, delivery, and performance by the Guarantor of this Guaranty does not and will not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of his property. (d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or - 6 - other regulatory body is required for due execution, delivery and performance by the Guarantor of this Guaranty. (e) This Guaranty is a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms. (f) There is no action, suit or proceeding pending or threatened against or otherwise affecting the Guarantor before any court, arbitrator or governmental department, commission, board, bureau, agency or instrumentality which may materially and adversely affect the Guarantor's ability to perform his obligations hereunder. SECTION 7. Riaht of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Bank may, and is hereby authorized at any time and from time to time, without notice to any Guarantor (any such notice being expressly waived by all Guarantors) and to the fullest extent permitted by law, to set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Bank to or for the credit or the account of any Guarantor against any and all obligations of Guarantor now or horeafter existing under this Guaranty, irrespective of whether or not the Bank shall have made any demand under this Guaranty and although such obligations may be contingent or unmatured. The Bank agrees promptly to notify the affected Guarantor after such set-off and application made by the Bank, provided that failure to give such notice shall not affect - 7 - the validity of such set-off and application. The rights of the Bank under this section 7 are in addition to other rights and remedies (including without limitation, other rights of set-off) which the Bank may have. SECTION 8. provision of Financial Statements. Each of the Guarantors shall provide to the Bank an annual financial statement, in a form reasonably satisfactory to the Bank, prior to or on April 30 of each year. Concurrently with the delivery to the Internal Revenue Service of each annual federal income tax return for each Guarantor, each Guarantor shall furnish a true and correct copy of such return to the Bank. Each Guarantor shall also provide to the Bank such other financial information as the Bank shall reasonably require from time to time. SECTION 9. Notices. Etc. Any notices and other communications provided for hereunder shall be in writing (including telegraphic communication) and shall be mailed, telecopied, telegraphed or delivered: To the Guarantors, as follows: - 8 - .' To Betty J, Adler, as follows: 2505 North Front street Harrisburg, PA 17110 To Robert A. Adler, as follows: 2505 North Front street Harrisburg, PA 17110 To stanley D. Adler, Jr., as follows: 2505 North Front street Harrisburg, PA 17110 To Eric p, Kessler, as follows: 2505 North Front street Harrisburg, PA 17110 To Kristy L. Kessler, as follows: 2505 North Front street Harrisburg, PA 17110 To Robert P. Sariano, as follows: 2505 North Front street Harrisburg, PA 17110 To the Bank, as follows: Meridian Bank 2 East Main street P.O. Box 191 Palmyra, PA Attention: 17078 Mr. Raymond Granger ' Assistant Vice President with a copy to: Duane, Morris & 240 North Third Harrisburg, PA Heckscher street 17108 Attention: Scott C, Penwell, Esq. or to such other addresses as the Bank or a Guarantor shall have provided by written notice in accordance with this Section. SECTION 10. Confession of Judqment, Each Guarantor hereby irrevocably authorizes and eDpowers the Bank, by its attorney, - 9 - . , after the occurrence of an Event of Default or at any time thereafter, to appear for any Guarantor and confess and enter judgment against him in any jurisdiction in which a Guarantor or any of his property is located for the amount of all Obligations, together with costs of suit and with actual collection costs (including reasonable attorneys' fees) not to exceed ten percent (10%) of the then outstanding Obligations added, with or without declaration, and without stay of execution, and'with release of errors and the right to issue execution forthwith. Each Guarantor hereby waives and releases all relief from any and all appraisement, stay or exemption law of any state now in force or hereafter enacted. If a copy of this Guaranty, verified by an affidavit of the Bank or any person on behalf of the Bank shall be duly filed, it shall not be necessary to file the original Guaranty as a warrant of attorney. This authority and power to appear for and confess judgment and enter judgment against each Guarantor shall not be exhausted by the exercise thereof and shall continue until the Obligations are fully paid, performed, discharged and satisfied. SECTION 11, Miscellaneous. (a) Each Guarantor will make each payment hereunder in lawful money of the United States of America and in same day funds to the Bank at its address set forth in the Reimbursement Agreement. (b) No amendment of any provision of this Guaranty shall be effective unless it is in writing and signed by all , - 10 - . . Guarantors and the Bank, and no waiver of any provision of this Guaranty, and no Waiver or consent to any departure by any Guarantor therefrom shall be effective unless it is in writing and signed by the Bank, and then such waiver or consent shall be effective only in the specific lnstance, for the specific Guarantor, and for the specific purpose for which given. (c) No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder or under any other Operative Document or any right against any other guarantor of the Obligations shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right preclUde any other or further exercise thereof or the exercise of any other right, The rights and remedies of the Bank provided herein and in the other Operative Documents, and in any instrument signed by any other guarantor of the Obligations are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Bank under any of the Operative Documents, under this Guaranty and under any other guaranty of the Obligations against any party thereto are not conditional or contingent upon any attempt by the Bank to exercise any of its rights under any other Operative Docu~ent, under this Guaranty or under any other guaranty of the Obligations against any such party or against any other person. (d) Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or - 11 - . ..1 .' .'- unenforceability without invalidating the remaining portions hereof or thereof or affecting the validity or' enforceability of such provision in any other jurisdiction. (e) The obligations of each Guarantor hereunder shall not be subject to any counterclaim, setoff, deduction or defense based upon any related or unrelated claim which the Guarantor may now or hereafter have against the Partnership or the Bank, except payment of the Obligations. (f) This Guaranty shall (i) be binding on each Guarantor and his successors and assigns, and (ii) inure together with all rights and remedies of the Bank hereunder, to the benefit of the Bank and its successors, transferees and assigns. Without limiting the generality of the foregoing clause, (ii) the Bank may assign or otherwise transfer the Obligations and the Bank may assign or otherwise transfer its rights under any other Operative Document or under any other guaranty of the Obligations to any person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to the Bank, herein or otherwise. Notwithstanding the foregoing clause (f) (i), none of the rights or obligations of any Guarantor hereunder may be assigned or otherwise transferred without the prior written consent of the Bank. (g) This Guaranty shall be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the Commonwealth of Pennsylvania. - 12 - ..\ . . .' (h) Each Guarantor agrees that any action or proceeding against any Guarantor to enforce, or'arising out of, this Guaranty may be commenced in state or federal court in any county in the Commonwealth of Pennsylvania in which the Bank has an office, and each Guarantor waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in any such court shall be properly served and shali confer personal jurisdiction if served by registered or certified mail in accordance with section 8 hereof. (i) Each one of the Guarantors will be jointly and severally obligated to pay to the Bank the Stated Amount plus any other amounts due under the Operative Documents. (j) "Guarantor" whenever used shall include each Guarantor, the singular shall include the plural, the masculine shall include the feminine, and vice-versa. (k) This document may be executed in any number of counterparts. - 13 - , ' ,. t'.' . IN WITNESS WHEREOF, and intending to be legally bound hereby, each GUarantor has set forth his hand and seal as of the date first above written. Witness: ~ . .~ , ~ " ' ,- . / r. 1 .'\\: I \ ,. ,. , '\ I ,\, ,. \, t'\, / " " / .....: ,: "" .' f.-" / "' ~ . .~ f Guarantors: I / I . . ,'1 ._ "''''~/ (2 ....:;,(A'. . ~,I", - ~, ~. .t?-/'f- .~_ 'Betty r.h......Adler J ~ A~ /. ,,-,_. /~.. '.~ .-.~,./ . ;%1.~ , ....'-~c!_.c:::::-_ 'Robe A. Adler / ! sta~~~dler, <7'~ __ Eric P. Kessler Jr. . ./ JI -;. ,- ~-, \' . , ' ,.VI ......'-'1 J' ..._",...- ~"" ~ ~~,??-~ 6 . Sariano - 14 - ~ ~ ~~ ~Q U2; t'i::c ~ "i' Co.. 0;:' l...r-= .., _ ~q .:: .,.~ (.:. - :z L1_ w u:l'j f;>, i~ r.:: CJ :::.: }3 ~ a I \ " e., ~ .~ ~....... \:) -.. d"J ~ ct L. \)0- ~ ..... .4 '- ~ ~ t- 1 \'- r1 '=. I.-:, 0 ~ ~ t:"J -::lo ..) ~ f'f) ..-{ j -\', . ~....." ~ ~ C\l~\ "1 ' .. ~~flEH I FF"~ In:TUldj - <,Idd! [~ljf:E C^SE NO: 1995-07141 P COMMONWEALTII OF PENNSYLVAtlIA: COUNTY OF CUMBERLAND tt~RU~IA!L_!lA N-L-_,'______ _ ____ VB. ADLEIL.?II'!_NL];:Y D ET AL_,__,,__._ And now TIMOT!j:r__f\.EIT~______,.__________ , Sheriff or Deputy Sheriff of CUMII[FLA1/[1 ... County, who bo~ng duly 3worn according to 1dW, at ___3_24 :00 HOURS. on th,,5.th_ day of !'L"'Lc:.h____., -' t~_~~" attached as herein commanded all goods, chattolcr. r~qht3, debt~. crod~ts, and moneys of the within named dofendant __AD..!-~B S_T!)tl~J::YJ!______!I_~d_~_et tL~~~e~ _ _ __ __ in the hands, p05seSS10n. or COfltrol 01 the within n~mcd Garnishee FUL TQ!L..DA NK ____,_..__.___ ___,________,___,___,______,_,_ _ _._, ___ _____.___,.__,__..____ ,.-.-.-' by then and there summoning the sa1d Garn1stlee at 1?_~;_Q_,(:,,~LJ~)"'Ln~E____..___ _______,___ _ _, ____ __________ tlECH1,-lil_~_~!3jJRG,_J:>_LFt'l_:'>5 _____.___,.____ _ _ ,____ _..___,._____________ ____________ c_IJJ'1PJ:;J3J..A.1H'________,___.._..________,_ _ ..____ County, PC'nnsy1vanl-J. by handing to TAMMY ^MBROSE, n;LLI:;H All~'__M'~lh LIILCJiJ,Ry_;,.. _ __________. persona 111' threE' copier.... of interroqatorit?s tor;F!t.hr!l' vlt.h J:.~Q tru~ and attested Caplf.'!:' of the wlthlO _t;:QI!fE:?SLQ.!L_Qf:_L\J[~Ql1rJE.______,____._ contento thereoi' known to l]!;'L' and made th'.:' Sherlff.s Coot;:;: Docketinq Sor'J1C~ Aft'1davit SUI"charge- So ;:Jli8V(';-;;: . IN" . Qll~ . 0lt1 .0<;'. --.P".....,'" ,AF.>' .....~ f '-;:;::::,..F....-I~.-).;...~-r:~~-J>c.(' h. 1Ti'f~1rT.;:'t'~~'...l:ri Ill~>,- ~ SJI;;;:iI r r-"'~'----' ,. -C0c\- "'"'::"" fq ./ ~ ':'w'~I1"n ::JIld S\JbSL;:-1.h~.:.'d 'TO bC'_ICr"(' ~1,~' to : I 1 :~ 11tf.--_ f -"-- ,} d " y (, 11A4-.....~ C/l,. t" ['_ Cf'lL<- c., ')lt~':~" rJ!,o-q SHERIFF'~ RETURN (;MmISHE:E rASE no: 1995-07141 r COMMonWEALTH OF PEnNSYLVANIA: COUNTY OF CUMBERLAND MERIDIAN BANK VS. A('LER ST~NLEY D ET Itk_____...____ And now !:l.:Ual.h!;:_b..J1A!lJU'<::'!5.__ ,.__....______,.____, She,'iff or Deputy Sheriff of CUMBERLAND . County, who being duly sworn according to law, at 1010:~ HOURS, on the 26th day of f~R[.~rY 1~~~. attached as herein command~d all goods, chattels, riqtll6, debi.5, credlts, and monayo of the with~n named defendant .Jli'LE..R._~..I^-!H-y;LP_8nd-Betty.-l\dler-----,----, in the handEl, ponseElsion, or control of th(> wiltun named Garnishee ,___. CO.!1!KR.c::.L BAI!!L_....._.________.._____,____"._,_ ____ ,'.. by then and there summoning the sa~d GarnH,hc!<, <:It 100 :?J;:.tjl:, TIL!I V~__________,._._'_____m_.__.__... . .__..____.m'._______ ~_~!:lL_H~1.l,,-'-_!'A.. 170J_1 _______________ _______..____ _________.._ ~,U_tLBE"_bA.!'l.Q_...._,____,.,._..,.. Counly, Penr15ylV<:Inla, by handing to BEVERLY N~, ASSlSTANT""y_lCE:-.-EB.E;SIJ.!.EJtL ,. _m_'...._________.___, p€'rsona11 y three copies of int.ez'rogatorH's toqeth.". with TWO .. true 'lnd attested c('pi'"", of the with1n _'('Q]j[I-:_!?.l?lQt.I,.OF_.JVQQrlE.!l.T contents thereof known to h!?x. and mad\? thE' Sberlff's Co::"ts: (Iocketing Service Afhdavit Su l"chilf"QE.1 So an~;W'el.:::;: .# '?.....,.c>. .,-/A T /4~";,.A~~~ 1/~~ K,'il1;;;;"i"","KllI".'-. -:;1I""7r--------.h..--. . 00 . 011' .\'10 . (\0 -, _. ~ ~ '"0'0 ,. 00.-'0l~/0{1I00 ~l .,. :~worrl ::Jocf subccrlf:,':?d t.:. b.:--for.~' (:11;;> i tll."J -.!1_~ d.,), nf n.~,~ I" q~. A, [.'. ,-).'fl.~ r~' ,(Nt~/~if' l . . ~;IlErnrF',~ RETUr.:11 . rJI\fl!lI~;fI[,F. CASE NO: 1995-07141 P COMMONWEAL Tfl Or PEIINSYLVArI r A: COUNTY OF CUMBERLAHD !'!E.RlJ'I AlI...B.A1i.'L-__ VS. AP'!',!,;!) .,~_TAt:!j..~LQ...,E'Lll,k_. ___ _,._ And no" M.l~A~ABlU.GL..__..___,._.___...__.u,' Sh'"rl!! or Deputy Sh!?riff 01 <;:J,IMBE.BLA.tIJL, ___.__, County, "ho being duly ,,"orn accordIng to la", at -L1.'2'l5:i/l1.'2 HOURS, on the 21St!:! day of F,~bruarL....___, l.,?~~, attached ae herein commanded all goods, chattels. rights, dE'bta, cl-edits, and morleys of the "i thin naml?d defendan t ._AJ2l-.J;;.'-'_?IAIIL.f-Y.. D.._~!l.d.Be.t.tY__I\,!tl.e];'________.. , in t.he hands, poosession, or contrcd (J.f th~ wltllin nam,=,d Gal-n1.shcE' ~JLC;:__lY\!HL.____. ___,_ _______ '., by tt,en "nd t.her'O' summonlnll the: ::>'lld G'3rnId.e<? "t .. .__.___._ ~1;;,'1.2_.,.c:,~-'Ll"I.?J,.E.]_i 1\ L__,_., _ ._._.... ______.__ t;;.^.tll'.. !:!I!'1.,__.P.!Ll!:9J...L_._,___ __..____.___ ..'____ <;:J1t1BERLAHD.__.,________. ________ County, Pl~.nrJr;ylv~n.l.a, b)" handirH) to JAIJP '!IAL TER, "_F;_c;:_E:PU..IJJH$T._^-IL~.J.Icu.l,.I_m...Qi!\[WL__......, ....,-..-.-' pt>rsonally thrl~€> copl.es of interroqQt(lri(?~ t09...?t.her with T_l!-'J___ true' and attested copi"s 'Of the vHhlll.!:;Q.!:lI.F;:?0IPltJJI...J.IJI'DJl!':JtT.____.____.______... and made I,he contents thereof knovn to h,€:....C. Sht)rlif's CostH: DClCkE't.ing 5er v 1 Ct-? A!f_\da'Jlt_ SUrChdf'ge 5c! ~nsW'~r u: ,('1(1\ . (~(~ .C1\.'1 , ()() ~~.,~ "t.-.:d .,- ,,:"-:;'~',":>1I~'r~ ......' _...:~.~ ~ ' Tl ---.I'T. 1.'"1" . .... r'" r~. lumd.: '._J.n>? .il"l ~ 1 . , --~''-00- Ci"/('lV~/l1l0C:':0 by S',u;.tr. ~nrJ I-~~Jb~-;'_:rlt.?d '.~l ;~" t"r..' :,:., th,," ....II-*:!.. d ", "j ~,--- I',' 'I~. ;,. f'. '---11 '-<-;0 G.., )k"i.e....... I /l.-it'c; KERIDIU DUK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 95-7141 civil Term plaintiff vs. STABLBY D. ADLER and DBTTY J. ADLER, Defendants 2930 Arcona Drive Mechanicsburg, PA 17055 and PNC DUK 4242 Carlisle pike camp Hill, PA 17011 I'ULTON DUK 4707 Carlisle Pike Mechanicsburg, PA 17055 COJOlBRCB DUK 100 Senate Ave. Camp Hill, PA 17011 Garnishees . PRAECIPE I'OR WRIT 01' EXECUTION To the Prothonotary: Issue writ of execution in the above matter, (1) directed to the Sheriff of CUMBERLAND COUNTY; (2) against STANLEY D. ADLER and BETTY J. ADLER Defendants; (3) against PNC BANK. FULTON BANK and COMMERCE BANK, Garnishees; (4) and index this writ (a) against and , defendant; and (Name of Defendant) (b) against , as garnishee, (Name of Garnishee) property of the defendant in name of as a lis pendens against real garnishee as follows: (Specifically describe property) (5) Amount due $1,426,000.00 Intereet from 11/30/95 to 2/16/96 19,726.61. .(at the statutory rats of 6\), plus accruing interest, plus all costs and expenses incurred by Plaintiff in collecting such amount, including, but not limited to, attorneys' fees leosts to be added] $ Date., Fe'ruery ", ",. ~~ Atty. 1.0. #71965 STEVENS & LEE 111 North Sixth Street P.O. Box 679 Reading, PA 19603 Attorneys for Plaintiff ~ , ..J oJ , ... ~ ">- ~~ I'~ t.u~~ M ~~L '- r:- u: c;. ~L' u:;'! r~ L1. o o c'~ I..: -- ~-e.s., ~~~ ~ ~ ......... \ .'~; ::;5 <.";:':10 -'. --I"'" (.J ~:" f~5 :.:"i ;~~~ ::"'}~: - . =-) U ......... ~ <::> C'" c:1 t.L: l... In c", - \" t; .~ ~ ~ . Cf'd ~ - ' ,.j -:;, ~~ . ..., \)-. ~ ~ '" ~ ~ ~ ~~~ v. NO. 95.7141 Civil Term MERIDIAN BANK, PlaintIff : IN THE COURT OF COMMON PLEAS CUMBERLAND CO., PENNSYLVANIA STANLEY D. ADLER and BETTY J. ADLER, Defendants and PNC BANK, FULTON BANK and COMMERCE BANK, Garnishees CIVIL ACTION. LAW ANSWERS OF GARNISHEE. FULTON BANK. TO INTERROGATORIES IN ATTACHMEN1: Respectfully submitted, CALDWELL & KEARNS Dated: March 15, 1996 GI\DATA\JRC\00312\2053L\68054.1 STEVENS , LEE a protessional corporation By: David M. Mccanney, Esq. Identitication No. 71965 111 North sixth street P. O. Box 679 Reading, Pennsylvania 19603 (610) 478-2142 Attorney For: Plaintitt - . . IIDIDIU !lUX, IN THE COURT OF COMMON PLEAS OF CtlMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 95-7141 civil Term . . Plaintitt . vs. STULJlY D. ADLD an4 BJlftY J. ADLD, Detendants 2930 Arcona Drive Mechanicsburg, PA 17055 and PHC !lUX 4242 carlisle Pike Camp Hill, PA 17011 I'ULTOH BANK 4707 Carlisle Pike Mechanicsburg, PA 17055 COMJIBRCJI BANK 100 Senate Ave. Camp Hill, PA 17011 Garnishees INTERROGATORIES PROPOUNDED BY THE PLAINTIFF TO FULTON BANK. GARNISHEE TO: FULTON BANK, Garnishee You are required to tile Answers to the following Interrogatories withir. twenty (20) days after service upon you. Failure to do so may result in judgment against you. A copy of said Answers must be served on the undersigned. If your answer to any of the foreaoina interroaatories is affirmative. snecifv t:he amount:. value and/or nature of the sub1ect: nrODertv. 1 Ynt.rroaa~orv No. 1'a\. At the time you were served with the writ of attachment or at any subsequent time, did you owe the Defendant., or either of them, any money or were you liable to them, or either of them, ur did they claim that you owed them, or either of them, money or were liable to them, or either, of them, for any reason? . AnBw.r: No. Ynterroaatorv No. 1'b\. If your answer to No. l(a) is anytbinq other than an unqualified neqative, please describe in detail the debt or claim owed by you to the Defendants. Not applicable. 2 3 In~.rroaa~orv No.2. At the time you were ..rved with the writ of attaohm.nt or at any .ub..quent tim., wa. th.re in your po.....ion, ou.tody or oontrol or in the joint po.....ion, ou.to~y or oontrol of your..lf and on. or more other per.on., any property ot any nature own.~ .olely or in part by the Def.ndant., or either of them, an~ if .0, pl.a.e desoribe the .ame. AnBW8rl . No. Interroaatorv No.3. At the time you were served with the writ of attaohment or at any subsequent time, did you hold leqal title to any property of any nature owne~ solely or in part by the Defendants, or either of them, or in which the Defendants, or either of them, held or claimed any interest? Answer: No. In~.rroaa~orv No.4. At ~he time you were .erved with the writ ot attachlllent or at any subsequent time, did you hold as tiduciary any property in which the Detendant., or either ot them, had any interest? An.w.rt . No. Interroaatorv No.5. At any time betore or after you were .erved, did the Detendants, or either of ~hem, transfer or deliver any property to you or to any person or place pursuant to your direction or consent and it so, what was the consideration there tor? Answer: No. 4 Interroaatorv No.6. At any time after you were served with the writ of attachment, did you pay, transfer, or deliver any money or property to the Defendants, or either of them, or to any person or place pursuant to Defendant I s direction or otherwise discharge any claim of the Defendants, or either of them, against you? An8w.rt . No. Dated: February 16, 1996 STEVENS , LEE By Dav d M. Mccanney, re 1.0. No. 71965 111 North Sixth str P. o. Box 679 Reading, pennsylvania 19603 (610) 478-2142 Attorneys for Meridian Bank, Plaintiff 5 By: /-:I~/JL.h: ,/{:2 ~ ~ VERIFICATION I, Darbbie Killer BLOK , of Fulton Bank, verify that the statements and averments contained In the foregoing Answers to Interrogatories in Attachment are true and correct upon my personal knowledge, information and belief. understand that false averments herein are made subject to the penalties of 18 Pa, C.S. g4904 relating to unsworn falsification to authorities, FULTON BANK Dated: March 15, 1996 G.\DATA\JRC\0031Z\Z053L\1943.1 CERTIFICATE OF SERVICE I, JAMES R. CLIPPINGER, do hereby certify that I hava this date forwardad the foregoing document by placing a copy of same In the United States mall, first class, postage prepaid thereon, to the following person(s): David M. McCanney, Esquire 111 North Sixth Street PO Box 679 Reading, PA 19603 Stanley D, and Betty J. Adler 2930 Arcana Road Mechanlcsburg, PA 17055-5907 Dated: March 15, 1996 G:\DATA\JAC\G0312\2G53L\42304.1 HBllIDIAJI BAHIt, . IN THE COURT OF COMMON PLEAS . Plaintiff . OF CUMBERLAND COUNTY, . vs. . PENNSYLVANIA . 8TMlLJIY D. ADLD aD4 . CIVIL ACTION - LAW . BITTY J. ADLD, Defendants . . and . No. 95-7141 civil Term . PHC BAHIt, IrULTOH BAHIt aD4 . . COIDIUCI BAHIt, . . Garnishees . . PRAICIPI TO DISSOLVE GARNISHBB ATTACHMBNT AND NOW, TO WIT: This 20th day of March, 1996, the Writ of Execution/Garnishee Attachment in the within matter is dissolved, without prejudice, against IrULTOH BAHIt, Garnishee, only. By Dav d M. MCCanney, I.D. No. 71965 111 North Sixth Street P. O. Box 679 Reading, pennsylvania 19603 (610) 478-2142 Attorneys for Plaintiff -- (") '- i:~ C"l l::-: "'- :'i~ 1-' c-~ I.uQ ...'.~, . '......-... (J'" .- ::-~~~ p:C i:.:.: f .:- 0:' ".;,.. t"-l . .'1') 6(; , ) :~: N ~. ..-... ll'o.. r~ ;:(0 ~" -, ,:u", i-' - ":') u. ...a 0 tH (.) 'i'l'-.~";":';'.:"".-._,,_, '6~ ~ ~ l::::?:, ~~ [ '<>- \ ~\~ . . . ',' . JlDIDIAH BAIOt, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. STAJlLBY D. ADLD anel BBTTY J. ADLD, Defendants and COKKBRCB BAIOt, Garnishee No. 95-7141 PRAECIPE ~OR ENTRY or JUDGMENT AGAINST GARNrSHEE. CODDCE BANK. UPON ADMIssrONS rN ANSWERS TO INTERROGATORIES TO THE PROTHONOTARY: Enter judgment in favor of the Plaintiff, MERIDIAN BANK, and against the Garnishee, COMMERCE BANK, in the amount of $13,698.14, based upon the admissions set forth in Garnishee's Answers to Interrogatories, a true and correct copy of which is attached hereto, marked Exhibit "A". Dated: April 3, 1996 Dav d M. McCanney, Esq STEVENS & LEE 111 North Sixth Street P.O. Box 679 Reading, PA 19603 Attorneys for Plaintiff, MERIDIAN BANK IIU.-......~ ___. ..., ~ * . .. " .1 STEVENS , LEE a Professional corporation By: David H. Hccanney, Esq. Identification No. 71965 111 North sixth street P. O. Box 679 Readinq, Pennsylvania 19603 (610) 478-2142 Attorney For: Plaintiff KBR:ED:EAlf BAn, Plaintiff : : IN THE COURT OF COHHON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 95-7141 civil Term vs. STANLBY D. ADLBR an4 BBTTY J. ADLBR, Defendants 2930 Arcona Drive Hechanicsburq, PA 17055 and PNC BAn 4242 Carlisle Pike Camp Hill, PA 17011 FULTON BAn 4707 Carlisle Pike . Hechanicsburq, PA 17055 : CONKBRCB BANK : 100 Senate Ave. : Camp Hill, PA 17011 : Garnishees : ANSWERS BY COMMERCE BANK TO INTERROGATORIES PROPOUNDED BY THE PLAINTIFF TO COMMERCE BANK. GARNICHEE TO: COMMERCE BANK, Garnishee You are required to file Answers to the followinq Interroqatories within twenty (20) days after service upon you. Failure to do so may result in judqment aqainst you. A copy of said Answers must be served on the undersiqned. If vour answer to any of the foreaoina interroaatories is affirmative. sDecifv the amount. value and/or nature of the sub1ect nrODertv. 1 n~ , rnterroaatorv No. lra\, At the time you were served with the writ of attachment or at any subsequent time, did you owe the Defendants, or either of them, any money or were you liable to them, or either of them, or did they claim that you owed them, or either of them, money or were liable to them, or either of them, for any reason? . Answ8rl Yes. rnterroaatorv No. lrb\. If your answer to No. l(a) is anythinq other than an unqualified neqative, please describe in detail the debt or claim owed by you to the Defendants. Defendant had checking account '512075540 with a balance of $13,698.14 at the time served. 2 ~ot-V1 , : Yn~erroaa~orv N~. 2. At the time you were served with the writ of attachment or at any subsequent time, was there in your po.session, custody or control or in the joint possession, custody or control of yourself and one or more other persons, any propsrty of any nature owned solely or in part by the Defendants, or either of them, and if 80, please describe the same. Answer I . See enswer to question II. rnterroaatorv No.3. At the time you were served with the writ of attachment or at any subsequent time, did you hold legal title to any property of any nature owned solely or in part by the Defendants, or either of them, or in which the Defendants, or either of them, held or claimed any interest? Answers See snswer to question II. 3 I-~ In~.rroaa~orv No.4. At the time you were served with the writ of attaohJllent or at any subsequent time, did you hold 8S fiduoiary any property in which ths Defendants, or either of them, had any interest? A.n.wert . No. Interroaatorv No.5. At any time before or after you were served, did the Defendants, or either of them, transfer or deliver any property to you or to any person or place pursuant to your direction or consent and if so, what was the consideration therefor? Answer: Defendant made deposits into the above referenced account in the ordinary course prior to service, none of which were at the direction of Commerce Bank/Harrisburg, NAtional Association. 4 "~ , . , Yn~erroaa~orv No.6. At any time after you were served wi~h the writ of attachment, did you pay, transfer, or deliver any money or property to the Defendants, or either of them, or to any per.on or place pur.uant to Defendant's direction or otherwise di.charq. any claim of the Defendants, or either ot them, aqainst you? Anllwerl . No. Dated I February 16, 1996 STEVENS & LEE By Dav re I.D. No. 71965 111 North sixth Street P. o. Box 679 Readinq, pennsylvania 19603 (610) .478-2142 Attorneys for Meridian Bank, Plaintiff DATED: APRIL;t, 1996 COMMERCE BANK, GARNISHEE 1 IJ I ' (f-! BY L s, I' ,. In. --1 )(/-1\ J-,- BECKY M. BA HER COMPLIANCE ECURITY OFFICER 5 , . \\\\\'J ~~@mnw~~ ll\1 MAR 2 9 1996 IIU STEVENS & LEE . MERIDIAN BANK, plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW vs. STANLEY D. ADLER and BETTY J. ADLER, Defendants and PNC BANK, FULTON BANK, and COMMERCE BANK, Garnishees No. 95-7141 Civil Term . VERIFICATION BECKY M. BACHER, hereby affirms that she is the compliance/security Officer of COMMERCE BANK, Garnishee herein; that she is duly authorized to make this verification on behalf of Commerce Bank, Garnishee; that the facts set forth in the within Answers of Commerce Bank, Garnishee, to Interrogatories are true and correct to the best of her knowledge, information and belief and that she makes this verification pursuant to the penalties of 18 Pa. C.S.A. 54904 relating to unsworn falsification to authorities. Dated: April;!, 1996 I ,gU_~7-'" /'}11. \.,61 ~ ~lc,- Becky MI'1 Bacher Compliance/security Officer COMMERCE BANK, Garnishee . . . 01'1'1011 or TUII PROTHOIIOTUY Court of Common Pleas of Cumberland County TO: Date: April , 1996 RE: MERIDIAN BANK, STANLE~ D. ADLER 2930 Arcona Drive Mechanicsburg, PA 17055 BETTY J. ADLER 2930 Arcona Drive Mechanicsburg, PA 17055 and COMMERCE BANK 100 Senate Ave. Camp Hill, PA 17011 Plaintiff vs. STANLEY D. ADLER and BETTY J. ADLER, Defendants COMMERCE BANK, Garnishee No. 95-7141 civil Term YOU ARE HEREBY NOTIFIED in accordance with Pennsylvania RUles of Civil Procedure #236 that Judgment has been entered to No. 95-7141 in the Court of Common Pleas of Cumberland County, Pennsylvania, AGAINST GARHISEBB, OOHMBROB BANK, UPON ADMISSION IN ANSWERS TO IHTBRROGATORIBS IN TEB SUM or $13,698.14 PROTHON COUNTY By De :e ~.~~ \~$ I;j ~ l'C") ~""'i- ~ ~ ~. C'\ '- ,.. 10"' . ,. ! c...j ~ '.: "'-!; ~"-' , ", " .-j~' ~ " (l~ _ ..- -' I . :~ ::j Cl, .. ,-i) (I., I . I . L'" r . :''',1 , i ; .. .,'- ....:: (,'- ") :1 1..,' r' , 0 ~ - . ~~- IIIIItIDIAN BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff vs. STAHLIIY D. ADLBR an4 BIITTY J. ADLBR, Defendants No. 95-7141 A8SIOHMBNT or JUDOMBHT KNOW ALL MEN BY THESE PRESENTS, that MERIDIAN BANK, a Pennsylvania banking corporation, having an address at 35 North Sixth Street, P.O. Box 1102, Reading, PA 19603 ("Assignor"), for good and valuable consideration to it paid by BHCC HOLDINGS, INC., a Pennsylvania corporation, having an address at 35 North sixth Street, Reading, PA 19601 ("Assignee") hereby assigns, sells, transfers and conveys unto Assignee, its successors and assigns, without recourse or warranty of any kind, that certain judgment recovered by Assignor in the Court of Common Pleas of Cumberland County, Pennsylvania, entered December 14, 1995 to No. 95-7141 against STANLEY D, ADLER and BETTY J. ADLER, Defendants, in the sum of $1,426,000,00, plus accruing interest after December 14, 1995 at the per annum statutory rate of six percent (6,0%), plus all costs and expenses incurred by Plaintiff in connection with collecting such amount, together with all the benefits and advantages that may be obtained thereby, and full power to enforce and recover the judgment to its own use, 1 . Assignor further authorizes and empowers the Prothonotary or any attorney on behalf of the Assignee to mark the judgment to the Assignee's use. IN WITNESS WHEREOF, the Assignor has caused this Assignment of Judgment to be duly executed this /0 fI- day of April, 1996. MERIDIAN BANK By ~aJ- ~. fI#/ Ma k . sta f6r vic president ' 2 . COMMONWEALTH OF PENNSYLVANIA: ss. COUNTY OF BERKS . . On this, the \()~h day of April, 1996, before me, the undersigned officer, personally appeared Mark M. Stafford, who acknowledged himself to be the Vice President of MERIDIAN BANK, a Pennsylvania banking corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as such officer. IN WITNESS WHEREOF, I hereunto set my hand and official seal. \'\)n'\'.l\ (l. ~11\))~Vl- Notary Publ'IC l' NOI.na! Seal Heather A. Brooks. Notary Public Reading, Berks Coun~ MV,Comml..ion Expire. July 5, 1997 r. ~'. :....,I'./'q)ivDnia.4.~oI~ 3 ~.- c.-: VJ '. <,;.,' I.: ,. U,l .. " ( \. - '. - 0- ,.', " I I~ '" Ci! .._~ :::.f~ (~ , t-_J 1_" ~ " " -~1 lJ:" \ ~ r " .' :.~.: I ( .~ :(lj t., ~: Ii.:.:,. \ ' ,",:' ::.J ~." CJ ,'rt- J~ '" ~ ' j ~'5d ~ 't ~ Q;. '"'\ .....~")l.p~ " - "- In :2c;,Q, ~ ~ ~ I ~:::a~ ,:; ~ \.; m ~ ~ ~ r\ r- 'V' ~\ "---' T<. ~ ~~ - MERIDIAN BANK, Plaintiff . . . . . . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No, 95-7141 civil Term vs. STANLEY D. ADLER and BETTY J. ADLER, Defendants 2930 Arcona Drive Mechanicsburg, PA 17055 and . . . . . . . . . . PNC BANK 4242 Carlisle Pike . . Camp Hill, PA 17011 : FULTON BANK . . 4707 Carlisle Pike . . Mechanicsburg, PA 17055 . . COMMERCE BANK . . 100 Senate Avenue Camp Hill, PA 17011 Garnishees . . PRAECIPE TO DISSOLVE GARNISHEE ATTACHMENT AND NOW, TO WIT: This 16th day of April, 1996, the Writ of Execution/Garnishee Attachment in the within matter is dissolved, without prejudice, against PNC BANK, Garnishee, only. By David M. McCanney, Esqui Atty. I.D. No. 71965 111 North sixth Street P,O. Box 679 Reading, PA 19603 (610) 478-2142 Attorneys for Plaintiff ~ N ,:: I" C) ,'- lIJ~ ~, ,,,: ~ I . '\"S ..J (.~t'- ~.,:'I "J~ h:" - ;.... ~ C- '::1 'f'j '- J"- . - C-:' m in ~~ ..... t-:....- J~.; ....... , ?..: ::ra i.-~: uw. ~ .~ , , II, v.> ::) ~ ~ '":l< ~' u 0;;', u t'i'"')' '"",,=> C.J '- WRIT OF EXECUTION and/or ATTACHMENT COMMONWEALTH OF PENNSYLVANIA) COUNTY OF CUMBERLAND) TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy Ihedebl, Inleresl and cosls due Meridilln Btlnk NO. 95-7141 CIVIL 19_ CIVIL ACTION - LAW PLAINTIFF(S) 'rom St~nley D. ~nd Betty J. Adler, 2930 Arcon~ Dr., Mech~nicsburg PA 17055. OEFENDANT(S) (1) You are directed 10 levy upon Ihe properly of the defendanl(s) and 10 sell (2) You are also directed 10 allach Ihe properly of Ihe defendanl(s) nollevled upon In Ihe possession 01 PNC B~nk, 4242 Carlisle Pike, C~mp Hill PA 17011: Fulton B~nk, 4707 C~rlisle Pike, Mech~nicsburg PA 17055: ~nd Commerce B~nk, 100 Sen~te Ave., C~mp Hill PA 17011. GARNISHEE(S) as follows: Kindly serve Interrog~tories upon ~ll g~rnishees. and 10 notny Ihe gamlshee(s) Ihat: (a) an aUachmenl has been Issued; (b) Ihe gamlshee(s) ISlare enjoined from paying any debllo or for Ihe accounl of Ihe defendanl(s) and from delivering any properly of the defendanl(s) or olherwlse disposing Ihereof: (3) U property of Ihedefendanl(s) nollevled upon an subJecllo allachmenlls found Inthe possession of anyone other Ihan a named gamlshee, you are directed 10 notny hlmlherlhal he/she has been added as agarnlshee and Is enjoined as above slated, AmounlOue $1,426,000.00 Interest 11-30-95 to 2-16-96 @ 6% * L.L. $.50 $1.00 AIlY'S Comm AtlyPald $32.50 Plalntnf Paid % Due Prolhy Other Costs *Plus ~ccruing interest, plus ~ll costs ~nd expenses incurred by Plff. in collecting such ~mount, including but not limited to, ~tty',s fees. L~wrence E. Welker Prothon ta1Clvll Divls~n Deputy Date: Febru~ry 20, 1996 by: REQUESTING PARTY: Name D~vid M. McC~nney, Esq. Address: 111 N Sixth St., PO Box 679 Re~ding PA 19603 Allomeyfor: Pl~initff Telephone: Supreme CourllD No. R. Thomas Kline, Sheriff who being duly sworn according to law, says this writ is returned ABANDONDED. $ 150.00 136.46 13.54 Sheriff's Costs: Docketing Law Library Prothonotary Service Levy Surcharge Garnishees Poundage 18.00 .50 1.00 21.28 60.00 6.00 27.00 2.68 $ 136.46 Advance costs Sheriff's Costs refund to atty 8-20-96 So answerB: -""t"'; ~. r ~4.:r~r'"J!~'.'-.'- R. Thomas Kline, Sheriff Sworn and Subscribed To Before Me This ;IS \:' Day of ,?..V......I- 1996, A.D.~.......C., 'rk.1t<<-.W'I - Prothonotary By JZ.-LN~74 Deputy Sheriff ~".,) C;'. 1:." r;,,' Ei', ~'I U'l.I~ i. ~ V ,\ ~ ~ VINVJ\lASNN3d 31SI'Hlva 96. HV CS I. EZ 83j AJIi.il " i, ;no II.11113HS :ilt!,;/o 3~';'.l.lO IS> /', '/(, 'I .'...\,. .. , BHCC HOLDINGS, Assignee of MERIDIAN BANK, PLAINTIFF/RESPONDENT V. STANLEY D. ADLER and BETTY J. ADLER, DEFENDANTS/PETITIONERS IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 95-7141 CIVIL TERM QBPE;R OF COURl AND NOW, this 15th day of July, 1997, upon consideration of the foregoing petition. IT IS ORDERED: (1) A Rule Is Issued against respondent, BHCC Holdings, Assignee of Meridian Bank, to show cause why the petition In opposition to entry of Judgment should not be granted. (2) Respondent shall file an answer to the petitIon within fifteen (15) days of service. (3) The petition shall be decided under Pa, Rule of Civil Procedure 206,7. (4) Any depositions shall be completed within thirty (30) days of service, (5) Briefs shall be filed in chambers and argument shall be held on August 26, 1997, at 11 :30 a.m,. In Courtroom No, II of the Cumberland County Courthouse. (6) Notice of the entry of this order shall be provided to all parties by petitioner. / -2- n .' " .. ,-,~' .. ~ .... . . David M. McCanney, Esquire For Plaintiff/Respondent Paul J. Kllllon, Esquire For Defendants/Petitioners :888 AI t,...()_.., , . C~' ''';.~/!I'.(.l: . - "'1 .l~,,.. "!""I( 97,IUI, 16 Pi; I: /I} C"", . v,," ".: "" 'f".; ~l ,;~. ". ' , , ! i\ ". Pi::j""'r",,(~....,....,-. of}! .. \1 "~I/"""":I~! i .- . , BHCC HOLDINGS. Assignee of MERIDIAN BANK. Plaintiff vs. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 95-7141 AND NOW. this day of , 1997 x 1 t 15 hereby STAHLEY D. ADLER and BErn J. ADLER. Defendants ORDER ordered that the judgment In favor of BHCC Holdings in the amount of $1.426.000 plus interest and costs Is hereby opened. stricken and vacated. BY THE COURT. J. ..';;~-;J.'.'.":;:':,-',':;-~~!J\fWg':t.l:tp':~i\?,-l':'::r~t 'i' j.!. .' BHCC HOLDINGS. Assignee of MERIDIAN BANK. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 95-7141 Plaintiff vs. STANLEY D. ADLER and BETTY J. ADLER. Defendants PETITION OF DEFENDANTS ADLER IN OPPOSITION TO ENTRY OF JUDGMENT COME THE Petitioners/Defendants Stanley D, Adler and Betty J. Adler. by their attorney and set forth the following in support of the above-named petition: 1. Petitioners are Stanley D. Adler and Betty J. Adler. the defendants in the above-captioned action. 2. The Adlers recently received the enclosed Notice (attached hereto as Exhibit A) indicating judgment was recently again entered against them for $1.426.000 plus interest and costs. 3, Judgment has previously been entered for this same amount and. apparently, on the same debt in favor of Meridian Bank, 4. No basis exists upon which to enter judgment against the Adlers again as set forth in Exhibit A. 5. Whfle Meridian Bank and any other entity are free to assign the rights under any judgment they might hold to each other. they may not re-enter judgment against the Adlers on that basis but must merely execute assignment documents between themselves. 6. Inadequate notice of this assignment was given as no copy of the notice was served or mailed to the Adlers' attorneys of record. WHEREFORE. the Adlers respectfully request that any judgment in favor of BHCC Holdings be stricken and vacated. Date ",,,,,,,1', "...,~ ~}~ Attorney for Stanley D, Adler and Betty J, Adler I.D. No. 20955 214 Pine Street Harrisburg, PA 17101 717-232-0879 -2- >J,,;,:,'''''t't:~,~.~';J~~~~t~'''t.';;:,'~ ",',' AFFIDAVIT I hereby verify that these statements made in the attached Petition are true and correct to the best of my knowledge and belief, I make these statements subject to the penalties for unsworn falsification to authorities 18 Pa. CSA Section 4904, ..t. ff7 DHCC HOLDINGS, Assignee of MERIDIAN BANK, Plaintiff : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No. 95-7141 " vs. STAHLIIY D. ADLBR and DIITTY J. ADLBR, Defendants . . . . . . . . NOTICE OF DEFENDANT'S RIGHTS TO: STANLEY D. ADLER and BETTY J, ADLER A judgment in the amount of $1,426,000 plus interest and costs has been entered against you and in favor of the plaintiff without any prior notice ur hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE, IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: Court Administrator 4th FIr., Cumberland County Courthouse carlisle, PA 17013 Telephone: (717) 240-6200 Dated: June 13, 1997 By Dav d M. Attorney I.D. No. 71965 111 North sixth Street P.O. Box 679 Reading, PA 19603 Attorneys for BHCC HOLDINGS, INC., Assignee of Meridian Bank, Plaintiff " . .. . . CERTIFICATE OF SERVICE AND NOW, this 8th day of July, 1997, I hereby certify that I have served a true and correct copy of the foregoing Petition upon the person in the manner indicated below: Service by first class mail on this date addressed as follows: David M. McCanney. Esquire III North Sixth Street P.O. Box 679 Reading, PA 19603 @~ BHCC HOLDINGS. Assignee of MERIDIAN BANK. PLAINTIFF/RESPONDENT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA V. STANLEY D. ADLER and BETTY J. ADLER. DEFENDANTS/PETITIONERS 95-7141 CIVIL TERM PRAECIPE FOR DISCONTINUANCE COME NOW, the defendants. Stanley D. Adler and Betty J, Adler, through the1r counsel. Paul J, Kil11on. and request that the Petition 1n Opposit10n to Entry of Judgment filed by the defendants is hereby w1thdrawn. Respectfully subm1tted. "")}J-Vlt-? p~/At I.D. No. 20955 214 P1ne Street Harr1sburg. PA 17101 (717) 232-0879 , ',',' - CERTIFICATE OF SERVICE AND NOW, this 29th day of July, 1997, I hereby certify that I have served a true and correct copy of the foregoing Praecipe upon thB person in the manner indicated below: Service by first class mail on this date addressed as follows: David M. McCanney, Esquire Stevens & Lee 111 North Sixth Street P,O. Box 679 Reading, PA 19603-