NON-PARTY HUNTINGTON NATIONAL BANK SUCCESSOR TO SECOND NATIONAL BANK OF WARREN'S OBJECTION TO PLAINTIFF'S MOTION FOR PREJUDGMENT ATTACHMENT. July 28, 2009 (2024)

 
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 IN THE COURT OF COMMON PLEASSUMMIT COUNTY, OHIORONDY & CO., INC. ) CASE NO. CV-2009-06-4893)Plaintiff, ) JUDGE GALLAGHER)vs. )) HUNTINGTON NATIONAL BANK’SPLASTIC LUMBER ) OBJECTION TO PLAINTIFF’S) MOTION FOR PREJUDGMENT) ATTACHMENTDefendant. )Non-party, Huntington National Bank, successor by merger to Second National Bank ofWarren (hereinafter “Huntington” or “Bank”), is a bank with a properly perfected first prioritylien in Defendant, The Plastic Lumber Company’s personal Property assets hereby objects toPlaintiff's Motion. The conclusory allegations contained in Plaintiff's Motion fail to meet thestandard of §2715.01. No legal basis exists for Plaintiff to attach the proceeds of an auction saleof Huntington’s collateral or delay distribution of sale proceeds to the Bank.As more fully set forth in the affidavit of Huntington’s Vice-President, Mr. Eric Peters,Plastic Lumber owes Huntington in excess of $853,000 pursuant to two promissory notes.Pursuant to security agreements executed by Plastic Lumber in favor of The Second NationalBank of Warren which were property perfected by filing with the Ohio Secretary of State,Huntington has a property perfected security interest in substantially all of Plastic Lumber’spersonal property to secure such debt.Plastic Lumber holds certain assets which represent the Bank’s collateral. PlasticLumber has agreed to turn certain such assets over to the Bank so that Cincinnati Auctioneersmay liquidate its collateral by auction and pay the proceeds to the Bank.No basis exists for Plaintiff's assertion that “Defendant is about to remove property, inwhole or part, out of the jurisdiction of the court, with the intent to defraud creditors[.]” On thecontrary, Plastic Lumber intends to surrender collateral to Huntington National Bank so thatHuntington may liquidate those assets to pay its senior priority claim.Nor can the auction be characterized as a fraudulent transfer. A fully encumbered asset isnot considered an “asset” for fraudulent transfer purposes where, as here, it is “encumbered byavalid lien[.]” O.R.C. Section 1336.01(B)(1). See also Baker & Sons Equip. Co. v. GSO Equip.Leasing, Inc., 87 Ohio App.3d 644, 622 N.E.2d 1113 (Ohio Ct. App. 1993).Huntington was owed $853,488.32 on its secured claims, plus attorneys’ fees, etc., as ofMay 11, 2009. The appraised value of Plastic Lumber’s assets is significantly less thanHuntington’s security interest. According to the attached appraisal by Rosen & Co., the forcedliquidation value of Plastic Lumber’s assets, i.e., the amount expected to be obtained at anauctioneer’s sale is $252,250. Even if the property were sold in an orderly liquidation, theappraised value is $387,950.No basis exists for Plaintiff to “tie up” funds payable to Huntington for purposes ofasserting a valueless junior lien.Plaintiff's argument that Defendant will not be harmed by permitting an attachmentavoids the point. The entry of such an order will harm Huntington, a secured creditor that isplainly entitled to receive the proceeds of its collateral. Moreover, pre-judgment attachment isCOPY—only available for a creditor that has no other legal remedy. Here, to the extent that Rondybelieves it has been harmed, Plaintiff may still attempt to assert a fraudulent transfer claim.Therefore, Huntington requests that Plaintiff’s Motion be denied.Respectfully submitted,{hlStuart Yarsen (0662213)Day Ketterer Ltd.200 Market Avenue NorthSuite 300Canton, Ohio 44702Phone: 330-455-0173Fax: 330-455-2633sllarsen@day-ketterer.comCERTIFICATE OF SERVICEI hereby certify that a copy AN foregoing was served upon the following by regularU.S. mail, postage prepaid on thisMark W. BernlohrJennifer J. JacquermainSarah B. Cavanaugh23 S. Main Street, Third FloorAkron, Ohio 44308Attorneys for PlaintiffPlastic Lumber115 West Bartgess StreetAkron, Ohio 44311DefendantCincinnati Industrial Auctioneers, Inc.2020 Dunlap StreetCincinnati, Ohio 45214Third-Party Auctioneery:\19980\21 - plastic lumber\objection to motion. doc[7/28/09:rlb}lay of July, 2009:Stuart Larsen|COPYIN THE COURT OF COMMON PLEASSUMMIT COUNTY, OHIORONDY & CO,, INC,, : CASE NO. CV-2009-06-4893Plaintiff, : JUDGE GALLAGHER: MAGISTRATE SHOEMAKERveAFFIDAVIT OF ERIC PETERSPLASTIC LUMBER, et al.,Defendants.Eric Peters, being duly sworn upon his oath, says:1. I am a Vice President of Huntington National Bank (“Huntington”), a nationalbanking association headquartered in Columbus, Ohio, and possess personal knowledge of thefacts stated herein. Huntington is the successor by merger to the Second National Bank ofWarren (hereinafter “Huntington” or “Bank”).2. The facts set forth in this Affidavit are known to me to be true based upon mypersonal knowledge of such facts and, if called upon to testify as a witness, I would testify tothese facts.3. As Assistant Vice President of Huntington, I have regularly reviewed the records,reports and other documents routinely prepared and/or maintained by employees of Huntington,for the benefit of Huntington, in the ordinary course and scope of their employment.Huntington’s records are made or obtained in the ordinary course of business by persons whohave a business duty to Huntington to make or provide these tecords. The records are made at ornear the occurrence of the event or events of which they are a record. This Affidavit is basedupon my review of such records, reports and documents, as well as my own personal knowledge.4, On October 21, 2003, Defendant The Plastic Lumber Company, Inc. executed two(2) Promissory Notes (the “Notes”) in favor of The Second National Bank of Warren in therespective principal amounts of $750,000.00 and $1,000,000.00. True and correct copies of theNotes are attached hereto as Exhibits A-1 and A-2.5. The Plastic Lumber Company, Inc. further executed Commercial SecurityAgreements in favor of Huntington, wherein it granted to Huntington security interests in all ofits personal property, as expressly described and set forth therein (the “Collateral”), including itspersonal property, including inventory, accounts and equipment, true and accurate copies ofwhich are attached as Exhibits A-3 and A-4. Huntington filed financing statements with theOhio Secretary of State in order to perfect its security interest, copies of which are attached asExhibits A-5 and A-6,6. Huntington timely filed continuation Statements with the Ohio Secretary of Stateto continue its security interest. See attached Exhibits A-7 and A-8.7. Pursuant to the agreement between Cincinnati Auctioneers, Plastic Lumber andHuntington, Cincinnati Auctioneers shall sell certain of Plastic Lumber’s Property. Huntingtonwill receive the proceeds from such sale.8. As of May 11, 2009, the balance owed by The Plastic Lumber Company, Inc. toHuntington is $853,488.32, plus interest at the per diem rate of $105.45163 from such date, plusattorneys’ fees and court costs. This amount remains unpaid.9. Attached hereto as Exhibit A-9, is an appraisal provided to the Bank by Rosen|COPY.and Company. According to the appraisal, the “forced liquidation value” of Plastic Lumber’sassets is $252,250. Even assuming an orderly liquidation, Rosen and Company valued the assetsat $387,950.C ky LLERIC PETERSAFFIANT FURTHER SAYETH NAUGHT.SWORN TO AND SUBSCRIBED before me, a Notary Public, this 28th day of July,Eble Arad‘NOTARY PUBLIG 7 *2009.Notary PiMy Commission Expires; MY Commissiy:\19980\21 - plastic lumber\affidavit of eric peters.doc[7/28/09:rlb}Ptastio | ‘Company, | ender; ‘Tho Second Nattonat Bank Of Warrenmeee me (mh , u Jan Avenue 8,Mmetam, Go ersPrincipal Amount: $750,000.00 ° Initial Rate; 5.000% ‘Date of Note: October 27, 2003PROMISE TO PAY. Lumber y, inc.. Promises to tb The Second National Bank Of Warren | "Lender"), oFGree awd aay my oo Sno an eae Sone ek a erate ak Of wareo cho apayments 10 bo ry ther tat Uiensothertasagreod orroquled ty cppheabieied Sis oto Sempee a pitta tent ey unpass colton cur oe a,Soren, The wets bt oS He ities te ect con oySanan?1.000, over the | An an inital rato of 8.000% per annum. NOTICE: Under no cloumstancesSete stam etnoertry py wane earn uber vay cae read dle ete enal of tha emtount owed sarar then Ris dua,sae Pena 08 ora partion Endy paymonto0 continue to make ‘of accrued interest. Fisthor, Payments will recuoo tho principul balanceorrower agrees not 40 sand Lender | Peat othINTEREST AFTER DEFAULT. Upon doa ext tt ial mataiy, Lode, et oon may pom under egpletioInoraato the vata heat mince ae ee. Foes edgarDEFAULT, Son) tng sacra an evant cf delet Exe of Daur ne NeOther Defaults. Borrower fas to with o to ‘other term, obi Covenant or condidan contained in this Noto or tn ‘ofEedemataita emer on oe aly ok RG et i eae nyFats 1 f NotoFoie Stitements a Oeton octane rises Landrby Gare SI ereare baka una iStel tea eSeminarf. 8 going | the | ney ol Borrower, tho appointment of « reoelverfr any pe ot ay ‘rth borat four teBry par jorrower's apa. oe, iDansii of arvditors, any type ‘workout, oF the commencementCreditor or or forflture proosadings, whother ‘by hudiolet proceeding, seltheip,{hossession or any other mathod, creditor of Borrower or govammertal agaist ‘securing tha heen. Thistran eyo Bore Setar tne ome 9 dy fe thare is a good ath ctopute by Borrower aa at Setro an naar nacre saan mntxed or bre Tenens ese Ce a doen estoy ese orb bf asaEvents t Ary ofa th opal 0 oh any ft aSeana tae Se reececrag ag eRe Nn cy da, SL Rea Sor ate cot fe "‘Change In Oumership J cma oman lat paar 3) onto canon okt Bare,A oPertenece A rile ecvase charge excan in Bonomrs ‘renckl conden, or Lender batoves the poapoct of payment‘mecca. Lander god ath batoves Rot insecure,dit a sure etre tba ec can{Provislon of his Roto within tho’ 0" tin tn procadina twabva (12) manta, EG et er no evr ot ta wit have cocure) Seas aea&iii5ras, andor thoSRESESRTS, Ye ata La ay dew site st cal tatoo cn is Ns a xed pt Mra ntySITORNEY® FEES EXPENSES, Lance may hr py sonra sn Sotec his Noto Boru J. Bom Wi pay Londor‘hat mou, ache ee way stn ta ender ry no gen 08 ety noLanders. {egal expenses, whthor ar not herd lelaweud, talucing ‘sxpones, pankrupioy roccatings (nung ors lo macy vacate any automatic ‘nfappaet. Ttpasialyebaivon bone etic any ecg ays Mk te anEXHIBIT[AlPROMISSORY NOTE tLoan No: e4o0000341 (Continued) Page 2coffloer of Lendor orth the then fo68 plus costs of sult, and to release alt and watve a ‘of appeal. tf a copySe ety apacsems urea ate agentssateenine os Landry elect une arcu og on isnh. Gonower wales ary cto trae at enetray ae ese "yang on behalf BorewatSy het en ce fn ae a Sour pee as hl Barna‘OF SETOFF, To te extol tan, Lender of seta ofSeine rnc AS eee 6 dt satesiho Land it perm eee a chery of ae sie cergen e eel ted ef oh acer,, 8Pa pinta"? opt, to, admbisratvelytrosze a euch encoun to iow Lees ie Lande chrge tnd! ett ete hiei ,twantony, chat paper, ‘quent and general Ii ha Commarcis! Seounty dated Oxtabor 27,Nolo evidences a rovoving the of ora. ‘Agvanoes under tis Noo, a wel 6s dtectons for peymant tem Boroworonto ng nto lg by Barer by anauihrtio prsn ine yr ‘oul that a cel requosta boin Boroperapens tb abe fr ora se fcrovediacotenca wait rancis Sennen ceespi hoa ete see Uda. Ts wpa preps beanie ei kre mean PaBy peniet oby Lendor intemal econ, cutng day oompuene pt coos Lender wil have no ctigaon to advaneo funda under the Nets iJose te wer ary eres yeh ety{manta conta, chs or aerfse alongs Vo et tay oF rea parte oo NOS ter loan with Lander,satis, tne Pa ts ape aes ey tean ee age) 8 fro Lander wit nance iomaten oo reser queso. Foluro to provide rrgsstod‘Annual Usage Pee: Borrower wil st et (3 a $20 cto errr eo ha an, TH 9 wl bo charged Bra ofru et hes nt ben wed win fiat eve (ah ee ° meenBotance on the anniversary date of the loan. .os nano, ins eny Cun fom Ces and love any Due am Shama,1842081NAitsuccess TreSAZSSRSORATENESTE Te me nd upon Berroa hak ‘2preoentativen,NOTIFY US OF ACCURATE INFORMAATI TE RING AGENCTED. Flosco nobly us fe roprt any norato{elormetion about your aooourts) to a . ates racourecy ie) shou‘he toting actreoe: The Second OH asaae Meee ea a!oes or Ht of Lends sal not prodde Lenders‘htt dectre payment of tis Nota on {hi fact wi ot atect ho rest of the Note. Borrowern2t age o ied to pay, ad Lender ees br nm Of conocer abora a8 *chege ‘ich woud vant (ratingSioa rebnaactasaaut na‘fe cerry, be appod fit to Pall hbo reindod to Bomowan, Lendermay doy Gorower and eny Chex persan who sige, guarand tis armen and moo of ashenor, Upon any change nko tana{ht Noto, and uniees ctherwina tathor ao taker, guarantor, gzoommodaion mies oendoruer, eh bo rate trom \'spoatndy and or any igh of tie) tas loan or‘eae Bry ‘nirestH the calatrk ard take ary Gor olendeaned necessary by Lender Landoc may mod Os loan wot ho‘unser cer rao ryone made, The cgi de a ine tan se=Page 3Tea SSAccount a: TORIGeRT: Bijele]a ae 2Iter oredr deg” aru loan on. Plastic Lumber Company, IN: Lender: ‘The Second National Bank Of WarrenBorrower Seieraeag mys Ines am 108 Main Avenue, S, W.115 W. Bartges Street c y P.O, Box 1311Akron, OH 44311-1034. eee Nae at a Warren ,OH 44482Principat Amount: $1,000,000.00 Date of Note: October 27, 2003PROMISE TO PAY. The Plastic Lumber Company, Inc, ("Borrower") promises to pay to The Second National Bank Of Warren (‘Lender*), orgigas In lawtul money of the United States of America, the principal amount cr One Witton & 00/100 Dottars ($1,000,000.00), together with{nterest on the unpald principal balance from October 27, 2003" unt ald In full,PAYMENT. Subject to any payment changes resutting trom changes In the Index, Borrower will pay this loan in accordance with the followingpayment heater one rinelpal ‘and intorest Payment of $24,451.04 on December &, 2003, with interest calculated on the unpald principalbalances at an interest rate based on the Second Natlonal Bank Prime Rate Of Interest (currently 4.000%), plus a margin of 1.125 percentageI in of 1.125 percent ei 9 monthly consecutive principal and interest paymenteInthe Int ‘amount of $24, ulated on the unpald principal balances at an Interest ratefed on the Secar Percentage points, resulting In an initlalinterest rate of 5.125%; Payments, beginning January 6, 2005, with Interest calculated on the unpald principalbalances at an interest Interest (currently 4.000%), plus a margin of 1.125 percentagepoints, resulting in an I cIpal and interest payments in the Initial amount of $24,451 64each, beginning April §, pald principal balances at an interest rate based on the Second National BankPrime Rate of interest (currently 4.000%), resulting in an Initial interest rate of 6.125%: 3 monthlyte of 6.125%; @ month Mal amount of $24,451.04 each, beginning April 5, 2006, withinterest calculated on the unpald based on the Second Natlonal Bank Prime Rate of Interect (currently1.425 percentage points,with InterestPayment of $28,177.52 on November §, 2008, with Interestf Interest (currently 4.000%),ial payment Is based on thethat 's, by applying the ratio of the annual interestprincipal balance Isat Lender's address shown above or at such other place ae Lender may designate in writing,VARIABLE INTEREST RATE. The intorest rato on this Note Is Subject to change from time to tine based on changes in an indox which fs Lender's‘ime Rate (tho “Index’), This Is the rate Lender charges, or would Charge, on 90-day unsecured loans to the most creditworthy corporate customers,‘This rate may or may not be the lowest rate avaliable orn Lender . rale upon Borrower'srequest. The interest rate change wil) f. ‘based on other rates88 well. The Index: currently is 4. @ of this Note wil! bethe rate or rates set forth herein in the "} ter the first Payment stream,‘the interest rate for each ‘Subsequent payment stream Just-ending payment stream,E: Under no clroumstances wil the cable law. Whenever increases‘occur in the Interest rate, Lender, at its fants to ensure Borrower's loan wilPay off by its original final maturity dat increase the number of Borrower'sPayments, and (D) Borrower's payments at the same aPREPAYMENT; MINIMUM INT Charges are earned fully as of the date‘of the loan and will not be subject Toquired by faw, Inany event, even upon full prepayment of this $100.00. Othor than’8 obligation to pay any minimum interest lameunt owed earlier than it is due,Early payments wil not, unless agreed to to make payments under thepayment schedule. Rather, early payments will reduce ing tower payments, Borroweragrees not to send is Such a payment, Lender may‘written communications concerning disputed amounts, Including any check or other payment instrument hat Indicates that the payment constituteseed hn Secs aren cane nr fe meor delivered to: The Second National Bank Of Warren, 108 Naln Avenir ©. Box 1314, Warren , OH 44482,LATE CHARGE. Ifa payment is 16 days or more late, Borrower wit be charged 5.000% of the regularly scheduled Payment or $500.00, whicheveris less,INTEREST AFTER DEFAULT. Upon dolaut, including fallura to pay upon tinal maturity, Lender, at ite option, may, if permitted under applicable taw,{ncrease the variable interest rate on this Note to 18.0sa Per annum, The Interest rato will ot excosd the maximum rate porated by applicable taw,Piher Defaults. Borrower tals to comply with or to perform {ary ether term, obligation, covenant or condlion contained In this Note or in any of{he related documents or to comply with or to perform ‘any term, obligation, covenant’ or condition contained in ‘any other egreament betweenFalsa Statements. Any warranty, representation or statement sade of umished to Lendor by Borrower or on Borrower's behalt ‘under this Notea1 ay me Pacesen® © lle x misteadng nay mato ospest ther ao ae ey one ‘or becomes false or misleadingany lime thereatter.{Rselvency. The dissolution or termination of Borrower's exietence eng Business, the Insolvency of Borrower, the appointment of a receiverfor any part of Borrower's Property, any assignment for the benefit of craditors, any type of creditor ‘workout, or the ‘commencement of anyProceeding under any bankruptcy or insolvency las by or agalnet Berea ¥Creditor or Forfeiture Proceedings. Commencement of forecosure or forfeiture proceedings, whether by judicial proceeding, sel-help,fenosceesion or any other method, by any creditor of Borrower oy by any governmental agency against any collateral securing the'losn, ThisInc Of any of Borrower's accounts, including deposit soc ats; With Lender, However, this Evant of Oetault shal nor apply tfCOPY: @®™ promissory nore |oan No: 5100036918 (Continued) " Page 2a or ech Ges Lender writen notice of the credo or forfetue proceeding and deposits with Lender monies or a surly bond for heCreditor or forteture procescing, in an amount datormined by Lendar, in is sole dlscretion, as being an adequate eaerve or bond forthe dispute.Events Affecting Guarantor, Any ofthe precedling events occurs with respect to any Gusrantor of any of the Indebtedness or any Guarantor clossoeemes Incompetent, o revokes or clsputes the validly of, or Nally under, any guaranty ofthe iniebtadnose evidenced oy I Nelo ye‘event of a death, Lender, at Its option, may, but shall not be required to, permit the Guarantors stato to assume unconditionally the obligationsarising under the guaranty In a manner satisfactory to Lender, and, in doing so, cure any Event of DefauftChangs In Ownership. Any chango in ownership of twenty-ive percent (25%) or more ofthe common stock of Borrower, ahAdverae Change. A materiel adverse change occurs In Borrower's financlal condition, or Lender believes the prospect of Payment orPerformance of this Note Is impaired,Insecurlty, Lendar in good faith belleves itself insecure,Parana” fitgen (16) days, immediately initates steps which Lender deems in Lendor’s sole dscreton to bo euliclent te cure the detent sethereafier continues and completes all reasonable and necessary steps sutliclent to produce compllance as soon as. Feasonably practical.LENDER'S RIGHTS. Upon defauit, Lender may declare the entre unpald principal balance on this Note and all accrued unpaid Interest immadiately‘dua, and then Borrower will pay that amount,may sdjudge reasonable. Whether of not any court action is Involved, and to the extent not prohibited by law, all Teasonable expenses Lender incurs' Pavable ose ® opinion are necessary at any time forthe protection of Ws Interest or the enforcement of Ils rights shall become a part cf the ban1 payable on damand and shall bear inorest at the Noto rata from the date of the expenditure unil repaid. Expenses covered by this paragraph include,without limitation, Rowever subject to any limits under applicable law, Lender's expenses for bankruptcy proceedings (including efforts to modify ortacale any automatic stay or injunction), and appeats, to the extent permitted by applicable law. Borrower also wil pay any cout costs, In additon tobyGOVERNING LAW. This Note will be governed by, construed and enforced In accordance with federal law and the faws of the ‘State of Ohio,This Note has been accepted by Lender In the State of Ohio,, CHOICE OF VENUE. If there is a lawsult, Borrower agrees upon Lender's request o submit to the |urlsdction of the courts of Trumbull County, Statoof Ohio.20g fewer to confoss Judgment wil bo deemed to exhaust the power, whether or not any euch exercise shall be held by any court io be inva,Nacible, or voc but the power wil continua undiminished and may be exercised from time to time es Lander may elect unl a amounts owing on ieNolo have been paid In ful. Borrower waves any confict of interest that an attomey hired by Lender may have in acting on behalf of Becrever mxConfessing Judgment against Borrower while such attomey Is retained by Lender. Borrower expressly consents to such atfomy acting for Borrower‘confessing Judgrant,DISHONORED ITEM FEE. Borrower wil pay a 00 0 Lendor of $28.00 it Borrower makes @ payment on Borrower's loan and the check orPreauthorized charge with which Borrower pays is later dishonored.Checking, savings, or some other account). This includes all accounts Borrower holds jointly with someon else and ell accounts Borroner ‘may open inthe future, However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrowerauthorizes Lender, to the extent permitted by applicable law, to charge or setoff all Sums owing on the Indebtedness against any and ali such accounts,and, at Lenders option, to administratively freeze all such aocounts to allow Lender to protect Lender's charge and setot Tights provided in thisCOLLATERAL, Borrower acknowledges this Note Is secured by the following collateral described in the seourlty instruments listed herein, all the terms‘and conditions of which are hereby incorporated and made a part of this Note:(A) alta insurance poticy described in an Assignment of Life Insurance Policy dated October 27, 2003,(8) _tnventory, chattel paper, accounts, equipment and general Intangibles described in a Commercial Security Agreement dated October 27,2003.INCENTIVE BASED PRICING. Adjusted Net worth ls Book Net Worth less Intangbles, loss any Due from Oficers and lese ‘any Due from Shareholders.MW Adjusted ‘Then LoanRate isP+1 30%PHY 16%P41 VaP+1%P+ 718%P43/4%P+ 5/8%P+ 12%P+9/8%Pt 14%Prime.FRANCIAL INFORMATION . Borrower(s) agres(s) to provide Lender with financial Information as reasonabi ted. Fallure to providInformation wit be considered an Event of Default. . Treiesee, Falko prove requestedSUCCESSOR INTERESTS. Tho torms of this Nota shall be binding upon Borrower, and upon Borrower's helts, personal representati‘and assigns, and shall inure to the benefit of Lender and iis successors and assigns, = nes sussessorsMoney, US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES, Please notify us if we report any inaccurate{formation about your account(s) to a consumer reporting agency. Your written nolice describing the specific Inaccuracy(les) should be sent to us atthe folowing address: The Second Natlonal Bank Of Warren, 108 Main Avenuo, 8. W. P.O, Bon 1311, Warren, OH 44482GENERAL PROVISIONS. |f any part ofthis Note cannot be enforced, this fact wil not effect the rest ofthe Note. ‘Borrower doss not agree or intend toay, and Lender dogs not agrae or intend to contract for, charge, collec, take, resarve ot recalve (Collectively referred to herein as “charge or collect"),Note, to tho extent allowed by law, walve presentment, damand for paymont, and nolce of Ushoce Upon any change inthe terme of tus Note: ansBy Lander ts taral oF impair, fall to roalize upon or perfect Lendor's security interest ln the collateral, aod ake ‘other action deemed necessaryby Lender without the consent of or notice to anyone, ‘Al such partes also agroo that Lender may modly this loan walnut he conser cr genws 9 PROMISSORY NOTE goan No: 5100036918 (Continued) Page 3PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLEINTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE,BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE,VEN ip ADD Sebtn MS ha ered COaad area aro frny tom atone SatagunennCOMI™RCIAL SECURITY GREEN INTEmoty fie corre ay parade oan or om,rtd So nh baGrantor: The Piso Lumber Company, In. (RN: Lender:1180. arlgs StastOH asiaPertenece ACM te Orbe 7, 2109, erator exaied beeen Th Paste Laer Compr,(Grantor) ana The Gocond National Bark Ox Ware (sme? :"SUNT OF SECURITY INTEREST For vaubia contra, door grat Land a ecuty vest tater to socus theery nse av tes Saedn is Arent weap ie Caer naan oho eewhich Leder may tae by laCOLLATERAL DEScRUTION, srt ar eat Azone eka dtd pep, et row ome"Gaetan, oy a Nera ag ec wnat hh rit b hee ary ne aDaya fe tacess er paverranco ot aloha pon inde a Hs ae poe Me :A invertor, raat facudng bt not United to all hettcoretnsurice rechvabls), che poper,iarumentsions refoing tothe foregoing property; al’tnd procacs nedie software relating tothe oregoing propery anal aura nea ea ‘rete, alnalnand procoss any uch recon ed dala on lectrnke mains ena st soppeeese 0‘Soe sopra od pod on rea gee ar er rea £9 bronwhether any of he 18 owned nore OFat not fated i all aura payne) of of fea aeraany kind rotting to anyand subetltstionsct elope si pense alan ae eeeend wheroverAt rita SOOT, ol, are, up, ropacamen et and actin fo any oth eatin dacbed he,‘wher aded now or Iter, °‘peal of any of tho propety doacribed nis CattarelCacanl ease Crctusno etree process) tom th ala, dostucton, ee, or oar depton of eny ef to described inthisand eure du from & id party who has ‘he Colatral or tom: r WBN de 12Sela eet, ei party ‘dhinaged or doatroyed the Colatral or tneurer,eee. ce erry sort ho Eatin‘end Grantor wil nto|bo econe baredmay become aheniso innit ”uastUpon roqustatomonte andofeho wate cr atone ae quae by Lac toLanda, Grn vl cor Lint core) Lehtanya appr‘xed wil Contiua netect oven tough al oF sy poral ee.‘No Violation. The exaoxtton eax dallvery of thi fl rok aweite ota er ances et herpersan end tae ooo a face peering Guano ro with Grrr party,Enforcenbllty of Collateral, ‘To tho‘Commercial God, fy Coaora‘conooming form, contantextort thaa‘Colston oonaata ofito a uant to ofprovi fs vere purvar a cast,S203 ch OF adénd paymant under cr wits regard to any euth Aeonase deeebena zeae shal have Deon mae der waeLeileUifuisillytn otack, Grantor shaiaiag:7 88‘whieh any deductions oriIiiyfiiiihiii3iEXHIBITPA3(Continued) Pago 2CC MERCIAL SECURITY GREENE,Loan No: 9400000341eu; GReGgtny toe 1 teetedens ta: age Jastetaegs. G0yg22 28caee Sage Uekeas 3Us28haicoe EH TE TE EGBey nee a 552s H Bee i ils u ae apes faa 8 tue 5 ye aye BB i uCR eT ee a Gideoad See a haa ba by 3 iss 85 geeigl Lida (2 pegs testiee nar ana Ge aeFGM LTE | UMM Ue galatiua, Wiel tala ele aieCe ge a et aa1 le ae RHE Hille ge He tl aul u at a Hill iHOPPE HE Unga e ee ey le ete Te eHEUG ie Ee Ai ie eeje a | and if fer iauniiay (etl tt ean eu iepee i HI qu pa iu ale Hill Hone pill tee Fadia [ay a i 4 u ine i it iy a neni fe Hh welt 2 pangHay Hedy ell Gad il quelle een Gly Be iE ul ruil fHal alte qld inetat Ta ne sear TAT ED eee iHe Fst cL Rt Baneoc ~HERCIL Sequarry acreemel?in‘maintain any socurty Irtort given ta secur the indebixnoss,LENDER'S EXPENDITURES, ar den. ona reward Rat od altaya Lands tet ti Colao oY rut aa1 comply wih any of thls ‘or any Related ut nat abu Mesay ena Grea a to eischargo of pay under this Agreement or ary Related Docurerts, Lander an Grantors bohat may (bi al nolamen ard be payableBecome clter (1) the tiem of Irawance polly, or (ho renaling tom of he Nee; or 0bayer wh wu a ane payee a6 Res mee ‘Tho Agreement eis wll socure payment of hess amour. Buch ght shal bo Indont al hort and romdis to wes Leeer may be eed epon Gel, :DEFAULT. Deteul wil coc payment infill not mado immediatly whon isRIGHTS AND REMEDIES ON DEFAULT, 1 Default occu under at any tine threatoy, Lando shal have ato rihle of @ souredrr Comer Came Aral ty exe yoo dt ony hoAccelerate indebtedness, Lender may deciare tho entre Indebtedness, Including any propayment penaby which Grantor woul bo roquted toby, treaty duo oe pyatin wil nce ot eny nd GretaShee cae ant oan rene er nee eee aemmnmminginraaSir ar conse ateenatemetas conrieoareePoon cece aoe‘Soll tha Coltatoral, Lender shall havo fl fo sell, lease, traneter, oY otherwise deal with tho Colatere or proceeds‘moo at Gt. ‘Lan ny al re Cala a ie ic wees som "ee ae ee ee saYeo Bf apo catty el na rooogtzad markt, Lanor wk go Gran en cio porate ap reaiied yer ees eeSSE aeeerebeay oe eve xt nant er reeSisal pet ieert oe eget placentae ae ase ie psd aan tae dons‘oF spostion. Al ‘oatng o tho dspostion of the Cafe, dungFoetal oan alt to Goaora, sa soso ol the Indebiecrose secured by tis Agreamont and shal be payable on domand;Sarina Nts ston can oe‘Appoint Receiver. Londar ahad have the right to have a recoWer appothtd to take pocseaston of alo ofthe Cotatorat, with te poworSteed pesave Cataract Coumapnstng eso Sas goes aa oeTiare ape aves show to sot of tho recat, eae! te indebtcnase. The for may sve wihout band f ponte by ermeant oO Srpstarans of & ceive shal eis wrabor oF not he eppaet vale fhe Cole exceate ie Inttatsasy ts‘Sibstantal amount, Employment by Lender shal not quay person bom serving aa a ecole,Genet ereren Apply Accounts. Loner, otha beat or You a rece, may cote he payer, eis, hone, end eve fm heGeeta Laer ray al ay tine Lond dsrston vol ary Cala no Landers on ys ot Out ot tacers rari ey akeBe payers, is basa, ard roars fart aed had bo tare en wocry fe he beans Oey Feet Ne. or, Sato, corramneo,Be xtlos of ess ante Clare Lancer tata, Wear er naan Ca Sesnomdicae bbe rs nteanectGt: tn gna dca ned ute 0yer and andose nine, chica, ois, re, docu of te, nsvumania a karo paring pay,perro rao al any Cota, To ita clot, Ltr may ry acooa Gado sh Sas ony Sarearing sa seat chaates fo el any ofA af to Cota Londo ay cba a udgment act Grane or any defenay‘Sing on to Incoblcinsa duo to Lancer ator epeicaton of ll arzunis rched trom tho erorane dl ti pve peaon nierar cab ier teooy oven fo tarscten deorbed nis worn ose asecans otaPROVISIONS. The folowing miscaleneus provdons aa pat of thi Agraement: .,anor cere eoegumene oa! wh ary aad Dicunensconsthes ena indeng and agent ol partons oe‘rato sot rh ns No atsalon ot enereiert bo ofc ues gen neinbay o pares soup to Be chard or bound y fe toaton or eneranesd me even nla som byetis Agen, and Grrl pay tons ted feu okra Coos tr iodo Lenders oveoe tdSeer ce anere eens‘so and sch odo no ae maybe rece oy Bs SkGoremiog Lam. This Agrooment wil be gover J, canstrved and enforced In ascordancn with federal low and the taws of tho State of‘hic. This Agreamand nes boen seal by Landen Ge Data oeone,” Vee tor oa nue, Grantor agrees upon Lens roqust to eubmil tthe pao of the court ot Trumbull County, Site[No Walver by Lendir. Lender shaft oot bo deemed to have waved | ighta under thie Agreement unless such walver is given in.shgned by Lendor. No doloy of os on hs parc Landen eantaig ry Hansel ose 8 waiver of ouch right or any other Are om hereeeney onrbcan 0s tin carte rit ie ac © resh*te aeSierie tient cecaae shetay en ant a tecaamara,fa*gs MOST natn Be cco ey Pe a ercc WERCIAL secunITy AGREEMEL,Lean No: s4o0g00341 (Continued) Page 4lolement or of Cis Agreement for uso as a tnancing statoment, Grantor wal reérbure Lender for af expenses forthe perfaton and the‘ondinuatin of tha perfection ol Lente’ eacury Interest n tha‘Acramort 1 bo Hoga, bl, or unocenloostpct urartecaaie a oo ‘cher crvurratanca it foebee, 1Weer Somat sae ee ngs cab oats ty iw, ta Boal Peay oe eae oeOtis Aer ano ec ony, yo ei oo aetoTeter ot exaain witha raasin Graaf tha cbgalone of Ns Agee on by eae ho aefre aot Represenations end Warantise. Al reposertstons, wares, and agreorents ro Granta in is Agreomant 2hat eunivaPosinons Senet Og Aaa sab cg it rae, ed eal un Ks Sod eo{ndebtocnons eho be pal nfTime sf the ‘Tire iol to: nie ofthis AgrThe flowing captaaed words ato sal havo th fon. wh vst this Agfoment. rises epocoay statedHees SG pve to veneer we eg eee ee Seasodas um elite tho cots may ru Words joberwise deed In tis‘Aeanon oa ave to monnegs and sce ge a Hm cnt eySaunt, Te wor ote moana onde accu, scent race ther ecco, or cher 10 payment for goods solo orcas‘once ong to Grin (a id pany ‘ander ~‘grantor acoopiatie tomoana this Co os tis {sgoomen! cay be amendedCeci tom ra tote get wi el exits end whales aca tte Omen Sera heerThe were {moana Tho Piss Lurbor Company, nc. arden al So-elgners and oolong tho NoseCofateral, Tho woed abo tite and to al the: in Doseri agrennone a AN of Canarsie, ard mora ar oe ho bln escasorbod inf Clee iptonEvent of Detault ‘The wort rete Dt mean any tthe vans telat ot est fis Auer he dled aston of teGrantor, Tho Word "Grantor means The Piste Lumber Company, In,‘Hazardous Substances. 2 ay raze SubenCot” ean mata tal betas of hr uy corr py, curio!1 infectious cheracterietica, may cate or | apentar! & Potent hazard to human Realty o tho omvormert whan bmprope used, treated,Strid, disposed ol. gerib,tadaca fea Werte “rasarous onLanier, The word "Lander means The Soon Natu Bank Of Waren, te ouooasors and esegn‘Nota Tho word "Noto* moans the Note axecutod by The laa Luror ron the pxclpa emc*nt of $750,000.00 dted October 27,Seeaathe wo em na of cnt MASSE of san SBE eerTOR HAS READ AND UNDERSTOOD ALL THE PROVIEIONS OF COMMERCIAL SECURITY AGREEMENT ‘AGE ToSE Te RES APERTOOD TE mms ‘AND AQREES TO Mgcc “MERCIAL SECURITY AGRE TENT‘only and do not limit the appiicablity of this document to any particular loan or Item.Any item above containing “**** has been omitted due to text length limitations,rantor: The Plastic Lumber no, (TIN: Lender: The Second National Bank Of WarrenSr 34-1619229) Companys ne 108 Main Avenue, S. W.115 W. Bartges Street P. 0. Box 1311Akron, OH 44311-1034 Warren, OH 44482THIS COMMERCIAL SECURITY AGREEMENT dated October 27, 2003, 1s made and executed between The Plastic Lumber Company, inc.("Grantor") and The Second National Bank Of Warren ("Lender").OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security Interest in the Collateral to secure thetndsbteceas and ‘agrees that Lender shell have the rights stated In this Agreement with respect to the Collateral, in addition to all other rightswhich Lender may have by law,COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means the following described property, whether now owned orhoreatter acquired, whether now existing oF hereafter arising, and wherever located, in which Grantor Is giving to Lender a seutty interest for thoPayment of the Indebtedness and performance of all other obligations under the Note and this Agreement:All Inventory, equipment, accounts (Including but not limited to all health-care-insurance recelvables), chattel paper, instruments(including but not lImited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investmentProperty, money, other rights to payment and performance, and general intangibles (Including but not limited to all software and allIntangibles); al ol, gas and other minerats before extraction; all ol, gas other minerals and accounts constituting as-extractedters ll attachments, accessions, accessories, fittings, Increases, toals, parts, repairs, supplies, anding Property, and ail additions, replacements of and substitutions for all or any part of theand process any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whetherow existing or hereafter arising, whether now awned or hereafter acquired or whether now or hereafter subjest to any rights in tneforegoing property; and all produets and proceeds (including but not limited to all Insurance payments) of or relating to the foregoingProperty; whether any of tho foregoing Is owned now or acquired later; all aceasions, adltions, replacements, and substitutions relatingoan’ Ot tne foregoing; all records of any kind relating to any of the foregoing; all proceeds relating to any of the foregoing (IncludingInsurance, general intangtbles and accounts proceeds),In adkiiton, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now ‘existing or hereatter arising,‘and wherever located:(A) Al accossions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein,‘whether added now or later.(8) All products and produce of any of the property described in this Collateral section.(C) Al accounts, general intangibies,instrumenis, rents, monies, payments, and all other rights, arising out ofa sale, ease, consignment or otherdisposition of any of the property described in this Collateral section,{0) Ail proceeds (including insurance process) ftom the sale, destruction, loss, of other disposition of eny of the property described in thisCollateral section, and sums due from a third party who has damaged or destroyed the Collataral or from that, party's Insurer, whether due toJudgment, settlement or other process,(E) Al records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm,microfiche, or electronic media, together with all of Grantors ight, te, and Interest In and to all computer sofware required to utilize, create,‘maintain, and process any such records or data on electronic media,fre arent eho ereusion of hs Agreement, Lender isnot grant, and wil not have, a nonpurchase money secu inset in household goods, tothe extent such a security interest would be prohibited by applicable law. In addin, if because of the type of ‘any Property, Lender is required to giva@ notice of the right to cancel Under Truth in Lending for the Indebtedness, then Lendor wil not have a Securly interest In'such Collateral unlose cduntil such a notice is given,Of inceternined, absolute or contingent, tquidated or uniquidated whether Granior may be llaio individually or Jointly with others, whether obligatedSecearar ior, Surely, accommodation party or otherwise, and whether recovery upon such amounts may be of hereator may become barrad by anygute ol her the obligation to repay such amounts may be or hereafter may become otherwise unenforeecble,thalPermitted by applicable counts,and, “ae ‘option, to administratively freeze all such accounts to allow Lender 10 protect Lender's charge and setoff rights provided In thisParagraph,GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents‘and promises to Lender that:Perfection of Security Interest, Grantor agrees to execute financing statements and to take whataver other actions are requested by Lender togerfect and continue Lender's securily Interest In the Collateral. Upon raquast o! Lender, Grantor val deliver to Lender any and all of theocuments evidencing or constituting the Collateral, and Grantor will note Lender's interest’ upon ery ‘urd ot chattel paper If not delivered tLender for possession by Lender. “pon any nove’Grantor's stato of organization; (7) conversion of Grantor to a new or ferent type of business ‘entity; or (8) change in any other aspect ofGrantor that directly or indirectly relates to any Sota ments Between Grantor and Lender. No change in Grantor's name or state of organization8.No Violation, The execution and delivery of this Agreement will not Violate any law or agreement ‘governing Grantor or to which Grantor is a party,{ane hs certticata or atiles of Incorporation and bylaws or coda of regulations do not promt any tem or eapclton ef ‘Agreement. eryEorcreeabilty of Collateral. To the extent the Collateral consists of aocounts, chattel paper, or general Intangibles, as defined by the UniformGommercial Code, the Collateral is enforceable I accordance with Is terms, ls goruine, and uly omples wily al eppicable awe and regulationsGoneemning form, Contant and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authorityand capacity to contract and are in fact obligated as they appear tobe on the Collateral. ‘At the time any Account becomes subject to a securityInterest in favor of Lender, the Account ing an undisputed, bona fide indebtedness Incurred by the‘account debtor, for merchandise held st lpped or delivered pursuant to a contract of sale, or forservices Broviously performed by G remains In effect, Grantor shal! not, without’s prior written consent, ‘such . halt‘satoffs or counterclaims against any ay ‘Hcoune ney £2EXHIBIT: JMMERCIAL SECURITY AGREE| NTLoan No: 5100036918 (Continued) Page 2Transactions involving Collateral, Except for inventory sold or accounts collected in the ordinary course of Grantor's business, of as otherwiseProvided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not In detautsUnder this Agreement, Grantor may sel Inventory, but onty Inthe ordinary course of ts business and only to buyers who quality as a buyer in theordinary course of business. A sala in the ordinary course of Grantor's business does not Include a transfer in partial or toll satisfaction of a dostor any bulk gale, Grantor shall not pledge, mortgage, encumber or otherwise permit the Colaeral to be subject to any len, security inlerest,encumbrance, Or charge, other than the securly torest provided for In this Agreement, without the prlor written consent of Lender, ‘This includesSecurity Interests even if junior in right to the securty Interests granted under this Agreement. Uniess walved by Lender, all proceeds from anylspostion of the Colateral (for whatever reason) shall be held in trust for Lender and shall aot be commingled with any ‘other unde: providedhowever, this requlramant shall not constitu consent by Lender to any sale or other disposition. Upon recelpt, Grantor shall immediatly dolver‘any such proceeds to Lender.Title, Grantor represents and warrants to Lender that Grantor holds good and marketable tite to the Collateral, free and clear of all lens andGnournbranoes except for the len of this Agreement. No finanolng etatament covering any of the Collatera Is on fle in any publle ollice other thanthose which reflect the security Interest created by this Agraement or to which Lender has speciically consented, Grantor shall defend Lenders‘rights In the Collateral against the clalms and demands of ail other persons.Repairs and Malntenance. Grantor agrees to keep and maintain, and to cause others to koop and maintain, the Collateral i good order, ropairand condition at all times while this Agreement remains in etfect. Grantor further agrees to pay when due al clalms for work done on, or ServicesriGared oF material fumished in connection with the Collateral so that no lian or encumbrance may ever attach to or be tiled against heCollateral,Inspection of Collateral, Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine andinspect the Collateral wherever located,Taxes: Assessments and Liens. Grantor wil pay whan duo all taxes, assessments and llans upon the Collateral, its use or operation, upon thisAgreement, upon any promissory note or notes evidancing the Indebtedness, or upon any of the olher Related Documents, Grantor may wihnoldany such payment or may elec! to contest any ila If Grantor is In good falth conducting an appropriate proceeding to contest tho obligation to pay‘and so long as Lender's Interest in the Collateral fs not jeopardized In Lender's sole opinion. If the Collateral is subjected to a lien’ which le rat{ischarged within fiteen (15) days, Grantor shall daposkt with Lender cash, a sufelent corporate suraty bond or other securly salistactory toLender in an amount adequats to provide for the discharge of the lien plus any interest, costs, permissible fees or other charges that could ase/usCompliance with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of atgovernmental authorties, now or hereafter In effect, appicable to the ownership, production, dlspositlon, or use of the Colateal, including il lawsOF regulations relating to the undue erosion of highiy-erodibie land or relating to the conversion of wellands for the production ‘of an agricuitureloF commodity. Grantor may contest in good falth any such law, ordinance or regulation and withhold compliance during any proceeding,|ncluding appropriate appeals, 60 long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized,tances. Grantor hereby (1) releases and waives any future claims against Lenderleanup or other costs under any Environmental Laws, and (2) agrees toindemnity and hold harmless Lender against any and all claims and losses resuling from a breach of this provision of this Agreemarl, Thy‘obligation to Indemnity shal! survive the payment of the Indebtedness and the satisfaction of this Agreement,polTot be impaired in any way by any act, omission or default of Grantor or any other parson. in connection wih all polcios, ‘covering assets in which{Lender holds or is offered securtty Interest, Grantor wil provide Lender with such loss payable or other endorsem*nts ae Lender may require, ttGratiot at any time fas to obtain or maintain any Insurance as required under this Agreement, Lender may (but shal not be obigaies ‘oy okeainSuch Insurance 8 Lender deems appropriate, Including if Lender 60 chooses "single Interest Insurance," which wil cover only Lender's Interest Inlateral.Insurance Reserves, Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be‘created by monthly payments from Grantor of a sum estimated by Lender to be suficiont to produce, at loast fiteen (18) days before the premiumpaymentPremiums required to be pald by Grantor. The responsibilty for the payment of premiums shall remain Grentors cola responsibilty,imearance Reports. Grantor, upon roquest of Lender, shall furnish to Lender reports on each existing policy of insurance. show! suchiformmation as Londor may reasonably roquest Including the folowing: (1) the name of the insurer {2} tho ieke resceoe (3) tre amount of hoTra Zante aie roperty Insured; (6) the then current value onthe basis of which Inguranco has baon oblalnad are! rein ones determiningat value; and (6) the expiration dato ofthe polly. in adalton, Grantor shall upon request by Lender (rower not coors often than annually)have an Independant appalser satisfactory to Lender determine, as applicable, the cash valuo or replaceniant cost of ig edaTnereihg Statements. Grantor authorizes Lender to fle & UCO-1 financing statement, or atemativaly, a copy of this eemant toGenders securty Interest. At Lender's request, Grantor additionally agrees to sign all olher documents the; are novossary of erfct, prove, ander fo85 and costs Involved unlessippoints Lender to execute financing' a default, Lender may fio @@ddress of any person granting aCOPY,JMMERCIAL SECURITY AGREE, NT. Loan No: 5100036918 (Continued) Page 3Trae ach wll be due and payabio at the Note's maturty. The Agreement also will socure payment of these amounts. “Such right shall bo inEcilion toa ctor ighis and rarecies to Wich Leder ney fo ekg ee taDEFAULT. Each of the following shat! constitute an Event of Default under this Agreoment:Payment Default. Grantor falis to make any payment when dua under the Indebtedness,Other Defaults, Grantor fails to comply with oF fo perform any other term, obligation, covenant or condition contained in this Agreement or In anyime Related Documents or to comply with orto perform any term, obligation, covenant or conditon contalnod in any olher avesront Seinen’Lender and Granto 

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