of Pennsylvania. The provisions of this
Revolving Credit Note are to be deemed severable and the invalidity or
unenforceability of any provision shall not affect or impair the remaining
provisions of this Revolving Credit Note which shall continue in full force and
effect.
No modification hereof shall be binding or enforceable against Lender
unless approved in writing by Lender.
BORROWERS (AND LENDER BY ITS ACCEPTANCE HEREOF) HEREBY WAIVE ANY AND ALL RIGHTS
THEY MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR
COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF
ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY
PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE,
WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR UNDER THE
LOAN DOCUMENTS.
THE FOLLOWING SETS FORTH A WARRANT OF AUTHORITY FOR ANY ATTORNEY TO CONFESS
JUDGMENT AGAINST BORROWERS, OR ANY OF THEM.
IN GRANTING THIS WARRANT OF
ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWERS, OR ANY OF THEM, BORROWERS,
FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT WITH) SEPARATE COUNSEL
FOR BORROWERS, AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY WAIVE ANY
AND ALL RIGHTS BORROWERS HAVE, OR MAY HAVE, TO PRIOR NOTICE AND AN OPPORTUNITY
FOR HEARING BEFORE ENTRY OF JUDGMENT UNDER THE CONSTITUTIONS AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.
BORROWERS ACKNOWLEDGE THAT
PURSUANT TO THIS WARRANT OF ATTORNEY, LENDER IS AUTHORIZED TO ENTER A JUDGMENT
AGAINST BORROWERS WHICH WILL GIVE LENDER A LIEN AGAINST REAL PROPERTY AND WHICH
MAY PERMIT LENDER TO, UTILIZING THE POWER OF STATE GOVERNMENT, SEIZE PERSONAL
PROPERTY INCLUDING BORROWERS' DEPOSIT ACCOUNTS.
BORROWERS SPECIFICALLY
ACKNOWLEDGE THAT LENDER HAS RELIED ON THIS WARRANT OF ATTORNEY IN GRANTING THE
FINANCIAL ACCOMMODATIONS DESCRIBED HEREIN.
BORROWERS HEREBY EMPOWER ANY CLERK, OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR
FOR BORROWERS AFTER ANY EVENT OF DEFAULT IN ANY AND ALL ACTIONS WHICH MAY BE
BROUGHT HEREUNDER IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE AND CONFESS
JUDGMENT AGAINST BORROWERS, OR ANY OF THEM, FOR ALL, OR ANY PART OF, THE UNPAID
PRINCIPAL BALANCE HEREUNDER AND ACCRUED INTEREST, TOGETHER WITH OTHER EXPENSES
INCURRED IN CONNECTION THEREWITH AND ATTORNEYS' FEES IN NO EVENT LESS THAN THREE
THOUSAND DOLLARS ($3,000), AND FOR SUCH PURPOSE THE ORIGINAL OR ANY PHOTOCOPY OF
THIS REVOLVING CREDIT NOTE AND AN AFFIDAVIT OF LENDER OR LENDER'S COUNSEL
AVERRING TO THE EVENT OF DEFAULT SHALL BE A GOOD AND SUFFICIENT WARRANT OF
ATTORNEY. SUCH AUTHORIZATION SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT
JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME.
BORROWERS HEREBY
WAIVE ALL ERRORS AND RIGHTS OF APPEAL, AS WELL AS RIGHTS TO STAY OF EXECUTION
AND EXEMPTION OF PROPERTY, IN ANY ACTION TO ENFORCE ITS LIABILITY HEREON.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, Borrowers have
executed these presents the day and year first above written.
WPCS