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HomeMy WebLinkAbout12-5532 _ _ , ' KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 ~ HARRISBURG, PA 17108-1963 _ `_'~°3`n ~ ~.~~;~(}~p~C~''~~ ' ~ r.,.,.~~~F~1..~hi`~ Ct~U~iTY FIRST NATIONAL B~NK, formerly known as IN THE COURT OF COMM(~'I~~,,~~~~` First National Bank of Pennsylvania CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION -LAW v. NO. Ss 3a ~i V~ 1 JERALD L. METCALIF AND CHRISTINE M. CONFESSION OF JUDGMENT METCALF Defendants CONFESSION OF JUDGMENT By virtue of the authority conferred by the Guaranty, a copy of which is attached to the Complaint filed in thi$ action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants for the sum of $59,640.55 and costs of suit. Eugene E. Pepins y, Jr. Attorney for Defendants by virtue of the authorization contained in the Guaranty ~y(~.oa Pd a I ack~ ~sa~~ ~o a ~ ~ 1n`p~~ 1e~ VU KEEPER WOOD ALLEN 8c RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FIRST NATIONAL BANK, formerly known as IN THE COURT OF COMMON PLEAS OF First National Bank of Pennsylvania CUMBERLAND COUNTY, PENNSYLVANIA Plaintiftf CIVIL ACTION -LAW nA S ~ ~ v. NO. ~ of 5 3 JERALD L. METCAL~ and CHRISTINE M. CONFESSION OF JUDGMENT ~_-I~ METCALF ~~A +3 °L': --fit Defendants ' ~Y.' COMPLAINT~~-~ ~~J --i rv 1. Plaintiff is First National Bank, a national banking association, formerly knowr>rats Fit National Bank of Pennsylvania, with an office at 2600 Commerce Drive, Harrisburg, Pennsylvania 17110. 2. Defendants, Jerald L. Metcalf and Christine M. Metcalf, are adult individuals, each of whose last known address is 43 Burgners Mill Road, Carlisle, Pennsylvania 17015. 3. On or a',bout August 12, 2009, each Defendant, for good and valuable consideration, executed and delivered a Commercial Guaranty (the "Guaranty") to Plaintiff. A true and correct copy of the Guaranty iii attached hereto, made a part hereof and marked Exhibit "A". 4. The Guaranty referred to in Paragraph 3 above has not been assigned by Plaintiff to any person or organization. 5. Judgment has not been entered on the Guaranty referred to in Paragraph 3 above in any jurisdiction. 6. Each Gluaranty provides that Plaintiff may confessjudgmentegainst the Defendant after the amounts due thereunder became due for the entire principal balance and all accrued interest, late charges end any and all amounts expended or advanced by Plaintiff relating to any collateral securing the guaranteed indebtedness plus court costs and attorneys' fees equal to the greater of $500.00 or five percent (5%) of the unpaid principal balance and accrued interest. ' KEEPER WOOD ALLEN &RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 7. The amounts due under the Guaranty are due, among other things, by reason of Defendants' failure tq~ make the payment(s) required to be made to Plaintiff. 8. The amount of the guaranteed obligations as of August 20, 2012, is $54,220.88 of which $53,089.40 is principal, $1,107.32 is interest and $24.16 is late charges. 9. Plaintilff has been advised and, therefore, avers that Defendants executed the Guaranty referred to in Paragraph 3 above for business purposes. 10. This confession ofjudgment is not being filed against a natural person(s) in regards to consumer credit transaction. WHEREFORfi=, Plaintiff demands judgment against Defendants in the sum of $59,640.55, together with interestas may hereafter accrue and costs of suit. KEEPER WOOD ALLEN &RAHAL, LLP Date: August 21, 2012 By: Eugene E. Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff KEEEER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 VERIFICATION The unders7gned, J. Martin Dell, hereby verifies and states that: 1. He i~ Special Assets Officer of First National Sank, Plaintiff herein; 2. He i$ authorized to make this Verification on its behalf; 3. The facts set forth in the foregoing Complaint are true and correct to the bes# of his knowledge, information and belief; and 4. He i$ aware that false statements herein are made subject to the penalties of 18 Pa. C.S. ~ 4904, relating to unsworn falsification to authorities. J- n Dell Dated: August 22 , 2012 J w '0220" I COMMERCIAL GUARANTY I Principal i.oart D e3 MaturiLjr Loan NO Daft! coq At;Gpugt Uf#iagr irtitiats 1St) 2319 ~ Referanoas In the boxes abovo are for Lender's use only and do not hm+t tfie apphcab+tdy of this document to any particular loan or Wain t An Item above contarnrn has been orn+tted due to text !en ih bmitations Borrower Motcalf Trucking, 4LC lender First National Bank of Ponnsylvama 1813 East Comme~ce Avonuo COMMERCIAL - CAP1TAl Cadtsle, PA 1701 ONE PNB Blvd I Hormrtaga, PA 18146 ~ 6uerantor, Jerald L Metcalf ~ 43 Burgnera Mdl Read Carksle, PA 17015 ~ CONTINUING GUARANTEE OF YMENT AND PERFORMANCE For good end valuable consideration, Guarantor absofutafy and unconditionally guarantees fuN and punctual pa ,merit and setiafactian o{ the Indebtedness of Borrower to Lender, and the performonce and dtaoharge of all Borrower's obligations under th ! Noto and the Related Documents Thrs rs s guaranty of paymont and performance and not of coltaction, ao lender can anforae this Guaran y against Guarantor even when tender has not exhausted lender's remedtos against anyone else obligated to I pay the Indebtedness or agerns sny collateral aeounng the Indebtedness, th+s Guaranty or any other guaranty of the Indebtedness Guaramer ~vdl mako any payments to Lend r or its ordor, on demand, In lags! tender of the United States of Amerioa, to samo-day funds, without set-off or deduction or counterclaim, and will otherwrae perform Borrower's obligations under rho Nate and Reletad Documents Under this Guaranty, Guarantor's hebBlty rs unllmlted rid Guarantor's obhgattons are continuing INDEBTEDNESS The word "in ebtednesa" as used in this Guaranty means all of the pnncrpal amount outatandrng from time to time and at any i one or more times, accrued unpaid mterest thereon and off ooltechon costs and legal exponaes related thereto permitted by taw, reasonable attorneys' fees, arising from an and all dabte, itab1litres and obtigattons of every natwe or form, now oxlstrng or hereafter ertetng or acquired, that Borrower mdividuaily or co (eciwefy or interchangeably wdh others, owes or will owe Lander "Indebtedness" +nctudes, wghout hmrtatrcn, loans, advances, debts, overdr ' tndebtednass, o?edtt card mdebiednoss, lease obhgat+ons, habrbtiea and obbgotions under any mterest rate protecUOn agreements or foreig currency exchange agreements or commodity pnco protection agreements, other obbgations, and babdltlas of ' 8orrowor, and any present or i lure lodgments against Borrower, future advances, loans or tranaacuons that renew, extend, modify, reirnange, consolidate or substitute thase~ debts, hafxhtias and obhgatians whether voluntarily or involuntenly incurred, duo or to became due by their terms or acceferatron, ebaofuta r contingent, hgwdeted or unl+quidated, determined or undetormmed, direct or mdueat, pamary or secondary In nature ar ansmg from a guar my or surety, secured or unsecured, taint or several or )Dint and several, awdanced by a negotiable or non-negotiable tnstrumant or nting, originated by Lender or another or others, hotrod or unenforceable agarnst Borrower for any reason whatsoever, for any transact+o tfiet may be votdel>fe for any reason (such as tntanay, insanity, ultra vtros ar otharwtss), and or+ginated thou reduced or axtinguuhed and th n afterwards increased or reinstated !f lender presently holds ono o more guaranties, or hereafwr racerves addit+onal guaranties from Guarantor, Lender's rights under aN guaranties r shall ba cumulative Th+s Guar~nty shall not {unless spec+hcaNy prowdcd below to the contrary} affect or rnvahdate any such other guaranties I Guarantor's Oabtbty wilt be Qua antor's aggregate heb+bty under the terms of this Guaranty and any such other untarmtnated guaranties , CONTINUING GUARANTY T IS IS A 'CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERF MANCE AND SATISFACTION OF THE fNDF,BTEDNESS OF BDRROWER 70 LENDER, NOW EXISTING DR C HEREAFTER ARISING OR A UIRED, ON AN OPEN AND CONTINUING BASIS ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DI CHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDtN INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME 70 TIM I DURATION OF GUARANTY T~tis Guaranty will take effect whop recorved by Lender without the necoasity of any acceptance by lender, or any not+ce to Guarantor or to Borr M1ver, and wtlf continue in full force until all the lndebtodness mcmred or contracted before receipt by Lenders of any notice of revocation shop ova been fully and f+nally paid and aetietiad and all of Guarantor's other obltgauons under tMs Guaranty shelf have been performed m full If G arentor elects to revoke this Guaranty, Guarantor may only do so In wntrng Guararttor'a written nobae of revocetton must be mai)ed to under, by certified mad, at Lender's address listed above or such other place as Lender may designaia rn wntrng Wr+tten revocation of this Goa ~nry will apply only to new Indebtedness created attar actual receipt by Lender of Guarantor's written revacatean i fror th+s purpose and without Hmitation, the term "new Indebtedness" does not inaludo the Indebtedness which at the time of nottce of revocation is contingent, unit u+daied, undatermmad or not duo and which toter becomes absolute, Lgwdated, determined or due for th+s purpose and without limrtauli , "new indebtedness" doss not include ail or part of the Indebtedness that Is Incurred by Borrower pnor to revocation, incurred under a c 'mmnrnont that became bindmg before rovocation, any renewals, eztenatons, substitut+ons, and moddicabons of ~ the tndebtednoss This Guar my shell bind Guarantor's estate as to the lndebtednass created both before and after Guarantor's death or Incopac+ty, regardless of Lend Ts actual nottce of Guarantor's death Subject tc iha foregoing, Guarontor's executor or admmlatrator or other fagot ropreaentetwe may term Sete this Guaranty rn the same manner In which Guarantor might have terminated a and with the same effect Release of any other guerant r or termination of any other guaranty a{ the tndabtedness shall not atloct the habibty of Guarantor under this , Guaranty A revocation Lend r reserves from any ono ar more Guarantors shatf not affect iha Habdity of any remaining Guarantors under tMs Guaranty It Ia anf+cipatad th fiuotuations Wray ocour ,n the aggregate amount of the Indebtedness covered try this Guaranty, and Guarantor apecihcafly aaknowladgos an ' agrees that reductions m the amount of the Indebtedness, even to zero dollars {SO GUI. shall not consuluto a termination of Thrs Queranty i TMs Guaranty is bindmg upon tuarantor and Guarantor's hone, successors and assigns so long as any of rho ~ tndebtednese remains unpaid rid oven though the Indebtedness may from time to time be zero dollars {SO 001 GUARANTOR'S AUTHORIZAT pN TO LENDER Guarantor authorizes Lender, either before or after ony revocation hereof, without novae or demand and w,thout fessenm Guarontor's babdtry under this Guaranty. from t+ma to time (A) pnor to revocation as sat forth above, to make one or more add+uonaf secu d or unsecured towns to Borrower, to lease equipment or other goods to Borrower, or otherwtso to extend addrt+onal credit to Borrower, ~(B) to alter, compromise, renew, extend, accelerate, or othenv,so change one or more trines the trine for peyrnent or other terms of the Indab,~tiedness or any part of iha Indebtedness, Including increases and decreases o1 the rate of Interest on the Indebtedness, extensrons magi be repeated and may be for longer than the original loan form, {CI to take and hard security for the payment of the Guaranty or the Indobtednese, and exchange, enforce, wawa, aubardmata, ie+l or deadc not to perfect, and release any such security, with , ~ COMMERCIAL GUARANTY (Contfnuedl Page z or without the subetitutton of new colletera}, (D) to rolease, substitute, agree not to sue, or deal wrth any one or more of Borrower's sureties, endorsers, or other guerant rs on any terms or rn any manner Lender may choose, (E) to dotermine how, when and what application of ~ payments and credos shall b~ made an the indebtodnesa, {F) to apply such secunty and direct the order or manner of Salo thereoi, including without bmrtatton, any non}u reral sale permitted by the terms of the controlling secunty agreement or dead of trust, as Lender rn its drscrohon may datermino, (G) to aell,~transfer, oeatgn or grant pertrerpations in ail or any pert of the Indebtedness, end IH) to assign or transfer this Guaranty in whole or rn part GUARANTOR'S REPRESENT 710NS AND WARRANTIES Guarantor rapreaenta and warrants to Lender that {A) no representations or agroemsnts of any kind have been made to Guarantor whrch would hmrt or quality in any way the terms of tfis Guaranty, (B) this Guerarlty is executed st Borrower's requ 8t and not at the request of Lender, {C) Guarontor has full power, nght and aulhonty to enter into this Gusrpnty, (D) the provisions of this Gu renty do not conflict with or result rn a default under any agreement or othor mstrumont binding upon Guarantor and do not result m a vroratio of any law, regulation, court decree cr ordor applicablo to Guarantor, {E) Guarantor has not and will not, without the poor written consent of (.ender, sell, lease, assign, encumber, hypothecate, transfer, ar otherwise diepoee of all or aubatanhaify 811 of Guarantor's assets, or any rat rest therein, (F} upon Lender's request, Guarantor will provide to Lender frnancrel and credit rnformatron in form acceptable to lendor, and a!1 uch hnenetel mformation which currently bas been, and all future trnanolai inlormatian whrch wdl ba provded to tender is and wdt be true a correct m all matenaf respects and fairly present Guarantor's hnenctal condition ea of the dates the finainciel +nformation is provided, (G) no matertai adverse change has occurred in Guarantor's financial condrhon atnca the dote of the moat raoont ' tmanetal statements provided to Lender and no avant has occurred whrch may materially sdvarsoly affect Guarantor's itnennial condition, (H! ~ no litigation, claim, mvesitgat an, administrative proceeding ar aimdar action pncluding those for unpaid taxes) against Guarantor rs pandigg or threatened, (I} Lender has ads no rapresentatton to Guarantor as to the creditworthiness of Borrower, and (J1 Guarantor has estabhbhed adequate means of obtetmng ~rom Borrowor on a continang bests information regarding Borrower's financial condition Guarantor agrees to keep adequately informed fro such means of any facts, events, or crcumstances which might in any way affect Guarentor's asks under this Guaranty, and Guarantor Furth r agrees that Lender shag have no obhgvtron to drsctose to Guarantor any mformation or documents acquuod by ~ Lender in rho course of its rel ttonship with Borrower GUARANTOR'S FINANCIAL S'T~TEMENTS Guarantor agrees to furnish Lender with the following Annual Statements As ~oon as available, but rn no event later than one-hundreddwvnty (120) days after ilia end of each fiscal year, Guarantor's balance alias ,and income statement for the year ended, proparod by Guarantor Tax Returns Aa soon a evadable, but in no avant later then thirty t30) days after the applicable filing date for rho tax reporting period ended, Federal end other governmental tax returns, prepared by Guarantor i All frnancral reports required toa be provided under this Guaranty shall be prepared m accordance with GAAP, applied on a consistent 6asra, and cerntied by Guarantor as beingtrue end correct GUARANTOR'S WAIVERS l~cept as prohtbrted by applicably law, Guarantor waives any nght to roquve Lendor (A) to continue landing money or to extend other cre a to Borrower, (B) to make any presontmont, protest, demand, or notice of any kind, mc(udmg nonce of any nonpayment of rho Indebtedne s or of any nonpayment related to any collateral, or notrce of any action or nonact+on on the pan of Borrower, Lender, any surety, endorser, br other guarantor m connacnon with the Indobtednesa or m connection with the creation of new or additional loans or obligations, tC) to ra ort for payment or to proceed directly or at once against any person, including Borrowor or any other guarantor, ~ {D} to proceed directly agains~ or exhaust any collateral held by Lender from Borrower, any ether guarantor, or any other parson, (EI to gwe notrce of the forms, time, and lace of any public or private sale of personal property secunty held by Lender from Borrower or to comply with any other applicable provisions at the Urnferm Commeraai Coda, (F} to pursue any other remedy within Lender's power, or (G} to commit any oat or omiasron of any kind, or t any time, with respect to any mattor whatsoever Guarantor also waives any and~ell rrghts or delensos basod on suretyship or impairment of collateral including, but not Dmrted to, any rights or dofansys arising by roason of (A} any "one action' or ^antr-defieionay" law or any other law which may provent Lender from banging any aatton, including a claim for d~fiiciency, against Guarantor, be(oro or after Lender's commencement or compteuon of any foreclosure action, either fudiciaUy or by exorcise pf s power of sale, {e} any election of remedies by Lander whrch destroys or othorwiso edvyrsely affects Guarantor's subrogation rrghts mr Guarantor's rrghts to proceed against Borrower for reimbursement, including without limitation, any loss of , rrghts Guarantor may suifor by reason of ony law Iimrttng, qualifying, or discharging the indebtedness, (C) any disobrlity or other defense of Borrower, of any other guerant r, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment rn furl in legal t radar, of the Indabtednoea, (D} any right to claim dtschargo of the indebtedness on the bears of un}usttlied impairment of any collateral fo the Indebtedness, (E) any statute of IIm118t10liS, d et any time any action or suit brought by Lender against Guarantor is commenced, flier rs outstanding Indebtedness which is not boned by any applicable statute of hmuations, or (F) any deienses green to guarantors at law or m equity other than actual payment and performance of the Indebtedness If payment is made by Borrovtler, whether voluntanty or otherwts , or by any flied party, on tha Indobtedness and thereaftor Lender is forced to remit the amount of that payment to Borrower's trustee in bankr ptcy or to any similar person under any federal or stato bankruptcy law or law for tho relief of dobtors, the Indebtedness shall be considers unpaid for the purpose of the enforcemont of this Guaranty Guarantor lurther waives and s reel not to assert or claim at ony trine any doduclrons to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, bunter demand, recovpment or similar right, whether such alarm, domand or right may be asserted by ilia Borrower, ilia Guarantor, or botlh GUARANTOR'S UNDERSTANDI G WITH RESPECT TO WAIVERS Guarantor warrants and egress that each of the viewers sot forth above is made with Guarantor's cult kno ledge of its aigniDconce end consequences and that, under the circumstances, ilia waivers arc reasonable and not contrary to pubNc policy or 1 w !f any such viewer rs determined to be contrary to any applicable law or public policy, such viewer shall be effoctiva only to the extent per Ittad by law or public policy SUBORDINATION OF BORROW R'S DEBTS TO GUARANTOR Guarantor agrees that the Indebtedness, whother now existing or hereafter created, shall be superior to sit ttaim that Guarantor may now have or hereafter acqurre against Borrower, whether or not Borrower becomes insolvent Guarantor hereby ex resely aubordmetes any claim Guarantor may have against Borrowor, upon any account whatsoever, to any claim that Lender may now or h reafter have against Borrowor In the event of insolvency and consequent liquidation of the assets of Borrower. through bankruptcy, by an asst nment for tho benoLt of creditors, by voluntary bgwdation, or othenvrse, the oasots of Borrower applicable to the paymoni of the cle+ms of nth Lender and Guarantor shalt be paid to Lander and shell bo first oppfied by Lender to the Indebtedneae Guarantor does hereby asargn n Lender all claims which rt may have or acqurre against Borrower or against any esargneo or trustoo in bankruptcy of Borrower, provrd howevor, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal fonder of the Indebtedness If Lender so requests, any notes or credit agreemonts now or hereafter evidencing any debts or oblrgatrons of Borrower to Guarantor shall be r~rarkad with a logsnd that the soma are subiect to tfus Guaranty end shall he dslivarad [o Lander Guarontor rtgroea, end lender is hereby au honzod, in the namo of Guarantor, from time to time to fde financing atatoments and continuation statements and to execute documonta and t take such other actions as Londar deems necessary or appropriote to perfect, preserve and enforce its rrghts under this Guaranty I 1 COMMERCIAL GUARANTY t (Continued) page 3 n MISCELLANEOUS PROVISIONS Tho following m+scellaneous provrs+ons are s part of this Guaranty Amondments Thrs Guara~!ty, together wuh any belated bocumenta, constitutes the entire undaratand+ng and agreement of the parses as to the matters set forth m~thre Guaranty No alteration of or amendment to thte Guaranty shah be effacNVa unless gwan in wrdtng and signed by the party or part~ys sought to be charged or bound by the altoret+on or amendment tl Attorneys' Fsas, Expense Guarantor agrees to pay upon demand all of Lender's costa and expanses, including Lender's reasonable attomeys' fees and Lend f's legal expenses, +ncurcad m connection wdh the enioroemant of this Guaranty Lender may hire or pay j someone etas to help enf dce th+s Guaranty, and Guarantor shall pay the costs and expenses of such enforcement Costa and expanses include Lender's reasonabi ' attorneys' tees end legal expenses whether or not there +s a lawauu, including reasonable attorneys' leas god Legal expenses for benkr ptcy procaodinps I+ncludmg efforts to modify or vacate any automatic stay or rnfuncbon), eppea)s, and any anticipated postyudgmant ii:ollection services Guarantor also shall pay at{ court assts and such addrhonaf fees ea may be dueoted by the court ' Capvon Headings Captioja headings +n th+s Guaranty are for convamence purposes only and are not to ba used to interpret or doftna the provisions of this Guaranty Governing Law This Gus~fanty wdl bo governed by fedarai law appkcable to Lender and, to the extent not preempted by federal law, the laws of the Commonweal of Pennsylvarna without regard to its oonfhcts of law prowsrons Choioa o1 Vonuo If flier ~ +s a lawswt, Guarantor sprees Upon Lender's request to submit to the funsdiction of the courts of Cumberland Gcunty, Commonwealth o~ Ponneyfvonra Intogronon Guarantor f her agrees that Guarantor has read and fusty understands the forme of this Guaranty, Guarantor has had the opportunity to be advised y Guarantor's attorney with respect to this Guaranty, the Guaranty fully reflects Guarantor's intentions end pi3rol evidence is not required t interpret the terms of this Guaranty Guarantor hereby indemrnfies and holds Lender harmless from all losses, claims, damages, and cos {including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of ilia warrant+es, representat+o s and agreamants of this paragraph intarprofatio» In all cos 8 when there rs more than one borrower or Guarantor, then afl words used +n this Guaranty in the singular shall be deemed to have been used m the plural where the context end consUuction so +equue, and where there is more than one Borrowwer named in this Guaranty or when thts Guaramy is executed by more than one Guarantor, the words "eorrowor" an4 "Guarantor' respectively shall mean a and any one or more of them The words "Guarantor," "Borrower," and "Lender' include the heirs, successors, assigns, and transferees teach of them if a court finds that any provision of this Guaranty rs not valid or should not be enforced, that fact by +taetf wdl not m an that the rest of this Guaranty will not be vabd or enforced Thorafore, a court wdl enforce the rest of the prov~s+ona of this Guars Ky even tf a provis+on of this Guaranty may ba found to be invalid or unenforcoablo If any one or more of Borrower or Guarantor ar corporations, partnarshtps, limited liability companies, or similar entrtiea, it is not necessary for Londer to inquue ~ into the powers of Borro er or Ousrontor or of the officers, directors, paRnera, managers, or other agents acting or purporting to aot on their behalf, and any and btedness made or created in reliance upon the professed exercise of such powers shall ba guaranteed under this Guaranty Notices Unless otherw+ a provided by appkcable law, any notice regtared to be green under this Guaranty shaft be gwon to writing, and, except for revocation n trees by Guarantor, shall be oflact+ve when actually delivered, when actually rece+vad by tolefaosimtla lunieas otherw+sa regarod by la when deposited with a nationally recognized overnight courier, or, if marled, when deposited m the United States mad, as first clan , cenfied or registered map postage prepa+d, d+rected to the addresses shown near the beginning of this Guaranty Ail revocotron sauces b Guarantor shall be m venting end shall be eftectiva upon delivery to Lander as provided +n the section of this Guaranty antuled `DUR ION OF GUARANTY ' Any party may change its address for notices under this Guaranty by gluing formal written notice to the other pare s, apecitymg that the purpose of the nonce is to change the party's address For notice purposes, Guarantor agrees to keep Lender i formed at all t+mes of Guarantor's current address Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor +s deemed to be notice given to all Guarantors I NO Waiver by Lander L odor shat! not ba deemed to have wa+vod ony rights under this Guaranty unless such wa+ver +s gwan in venting and srgned by Lendor No d lay or omisawn on the part of Lender in exermsing any right shall Operate as a warvar Of such right or any other right A waiver by Len r of a provision of this Guaranty shall not prelud+ce or consututa a waiver of Lender's right otherwise to dar»and strict compliance with t 9t provision or any other provision of this Guaranty No poor waiver by Londer, nor any course of Jeahng between I Lendor and Guarantor, s aU constitute a warvar of any of Lender's rights or at any of Guarantor's obligations es to any future transacilions (f Whenever the consent Lander is roquued under flits Guaranty, the granting of such consent by Londor fn any instance shall not eonsC+tuta ~ continuing consent to s bsequent +nstancas whore such consent is required and rn all cases such consent may be granted or withheld in i the sole discretion of Le der Successors and Aserg The forms of lhts Guaranty shall 6e binding upon Guarantor, and upon Guarantor's heirs, personal ropresentsuves, auccos>~pra, end assigns, and shall be enforceable by Lender and its successors and assigns Warva Jury Lander a~d Guarantor hereby waive the tight to any fury that in any action, proceeding, or counterclaim brcught by either Londer or Guarantor ag mat the other ~ DEFfNiTtONS The toilow+n , eaprtabzed words and terms shall have the toilow+ng meanings when used !n this Guaranty Un?ass speerf+eaily stated to the contrary, alt re erences to dollar amounts shall mean amounts in lawful money of the Un+tad States of America Words and terms used m the singular shall Inc tide the plural, and the plural shall include the singular, as the context may requuo Words and terms not otherwise dehnetl m this Guaranty shat have the meanings attributed to such terms in the Uniform Commercial Code t3orrowor The word "~orrower` means Metcalf Trucking, LLC and includes all co-signers and co•makars signing the Note and ell thou ; successors and assigns GAAP The word "GA.~P' means generally accepted accounting pnncrples Guarantor The word 'Guarantor" means everyone signing this Guaranty, Including without Umttation Joratd L Metcalf, and rn each case, any signer's succeasor~' and assigns Guaranty The word `Guaranty" moan8 this guaranty from Guarantor to Lender i indsbtodness The world "Indebtedness" means Borrower's mdebtodnese to Lender as morn panrcularly described m this Guaranty Londor The word "Lerldar` moans First National Bank of Pennsylvania, its successors and assigns Note The word "Not{Z" means and includes without hmitauon a!I of Borrower's promissory notes andlor credit agreements avidenemg Borrower's loan obligat ens m laver of Lendor, together wrth alt renewals of, exten8ions of, modihceuons of, refinancings ot, conaolrrJauons of and aubstitutmna tar promissory notes or credit agreomonts i _ _ _ _ I f COMMi=RCIAL GUARANTY (Continued) Page a Related Documents Tha words 'Related Documents' mean aN Qromissory notes, crodlt agreements, loan agreements, environmental agreements, guarantres, aecunty agreements, mortgages, deeds of trust, saourrty deeds, colletoral mortgages, and ati other Inatrumants, agreements and documajnts, whether now or hereafter exlsting, executed m connection wrth iho Indebtedness CONFESSION OF JUDGME T GUARANTOR HEREBY IRREVOCA8LY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK 'OF ANY COURT !N THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY tIME FOR GUARANTOR AFTER T E AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUA NTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND LL AMOUNT5 EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER !WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 11096? DF THE UNPAID PRINCIPAL BALANCE AND A CRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (SS00( ON WHICH JUDGMENT OR J DGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY, AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANI ',VERIFIED BY AFHOAVIT SHALL BE 8UFFICIENT WARRANT THE AUTHORITY GRANTED IN TH15 GUARANTY TO CONFESS JUDGMENT A AINST GUARANTOR SHALL NDT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO ~IME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS pUE UNDER THIS GUARAPgTY GUARANTOR HEREBY WAIV ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT'AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPEC1FiCALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TOG ARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTEb BY INDEPENDENT LEGAL COUNSEL EACH UNDERSIGNED GUA OR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND ARAEES TO ITS TERMS IN ADDITION, EACH UARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND E DELIVERY OF THIS GUARANI TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER Si~T FOgTH IN THE SECTION TITLi?O "DU TION OP GUARANTY" NO FORMAL ACCEPTANCE SY LENDER fS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE THIS GUARANTY S DATED AUGUST 12. 2009 TNIS GUARANTY IS GIVEN U ~/ER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT A GOADING TO LAW GUARANTOR X {Seat) Metcalf I USN 4~0lYbyW SAS OOODI G1pr M,hd1 r5~4 F" 1417 1~ A91,~, R/MVN IA II~R.MIKSACiN1~1F7pK TIt 4SS4/q M,0 ~ 1 ( E l i 1 i I t ~ i ~o2zo" c COiV1MERCiA~. GUARANTY t?rincipat ~ctan p e Matfrrtty Loan 'N4 call / Con Account Dfficpr lnitial6 ~ 150 237 S References rn the boxes abov are for London's use only and do not bmrt the apphcabrlrty of thrs document to any particular loan or item j A dam above contarrnng lies boon omitted due to text fan th kmrtatrons ' Borrower Metcalf Trucking, LLC !-ender' F,rst National Bank of Pennsyivanra 1673 East Comm roe Avenue COMMERCIAL • CAPITAL Cegrete, PA 170 6 ONL FNB Blvd HermKage, PA 16148 t3uarantar Chnstino M Met~a11 43 Burgners INrll cad Cathale, PA 170 6 + CONTINUING GUARANTEE OF AYMENT AND PERFORMANCE For good and valuable cons,daretwn, Guarantor absolutely and unconddronahy guarantees full and punctual p yment and sahsfaotion of the indebtedness of Borrower to Lender, end the performance and discharge of all Borrower's oblrgauona under t tr Note and the Related Documents This rs a guaranty of payment and performance and not of collacuon, so !.ender can enforce flits Guars ty against Guarantor even when Lender has not exhausted Lender's rernad+es against anyone also obkgated to + pay ilia Indobtsdnass or again 4 any coitateral securing the Indebtedness, the Guaranty or any other guaranty of the Indsbtadnasa Guarantor wril make any payments to Len er or +ts order, on demand, rn Iega? tender at the United States of America, m same•day funds, wrthout setoff or daducuon or counterclaim, a w,li otherwise perform Borrower's obbgauons under the Nota end Related Documents Undor this Guaranty, Guarantor`s Labdny +a unirmrta and Guarantor's obhgatiana are continuing 1NDfBTEDNES5 Tha word `I abtedness" as used in this Guaranty moans al! of tl,e pr,ncrpal smaunt outstanding from time to t+me and at any one or more limas, accrued u :paid interest thereon and all collacuon coats and lags! expensos related thoroto permtttod by taw, rassoneble attorneys' fees, arising from a y and all debts, bobrhtios and ehkgationa of every naturo or form, now ex+shng or hereafter arising or acquired, that Borrower rndivrduaffy or c flactwaly or rrtterchangeably with others, owes or writ owe Lender "Indebiadnass" includes, wuttout hmrtatron, loans, advances, dobts, overd eft indebtodnasa, crod+t card +ndabtedness, lease obhganons, habdrUes end oblrgauons under any interest Hato protectron egrsamertts or fore+ n currency exchange agreements or oommod,ty pnoo protacaon egreaments, other obirgetrons, and habilrUes of Borrower, and any present or plane fudgmants age+nst Borrower, future advances, loans or transecuons that renew, oxtend, modify, rohrtarfco, consolidate or substrture they dobta, habrbties end obhgstions whether votuntenfy or +nvoluntanly incurxed, due or to become due by them forms or sccelarat+on, absotut or conl+ngenS, liquidated or unhqutdated, Jaterm+ned or urtdotarmrnetl, dr:eot or utd+roct, primary or secondary m nature or enatng from a gu Henry or suety, secured or unsocured, Joint or several or form and several, evidenced by a negotiabia or non-negotiable instrument or rating, originated by lender or another or others, barrod or unenforceable agemst Borrower for any reason ' whatsoever, far any transacn ns that may be voidable for any reason [such as infancy, msamty, ultra vrres or otherwise?, and originated then reduced or sxtrngurstted and 1 do afterwards mereased or reineteted It t-under presantiy holds one r mwe guaranties, or hereafter receives addtbonal guaranhas from Guarantor, Lender's nghte under al! guaranties j shall be cumulative This Gu :anty shall not (unless specdicalty provided below to the contrary) affect or invalidate any such other guaranuos Guarantor's liebdrry will ba Gu cantor's aggregato lrabifrty under the terms of this Guaranty and any such other untormtnated guarantras CONTINUING GUARANTY T ' IS IS A 'CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEEE THE FULL AND ~ PUNCTUAL PAYMENT, PERF RMANCE AND SATISFACTION OF THE lNDEB76DlJESS OF BORROWER TO LENDER, NOW EXtSTtNG OR HEREAFTER ARISING OR A QUIRED, ON AN OPEN AND CONTINUING BASIS ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL N07 ~SCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LtABiUTY UNDER THIS GUARANTY FOR ANY r REMAINING AND SUCCEED( INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A XERO j tHALANGE FROM TIME TO TI E DURATION OF GUARANTY his Guaranty wdl take effect when received by Lander without the necessity of any acceptance by Lender, or any Hones to Guarantor or to Bur Qwer, and will continua in full force anal all the tndabtadnoss incurred or contracted before rece,pt by Lender of any nonce of revocation shall 'eve been fully and finally paid and satisfied and e11 of Guarantor's other obhyauons under this Guaranty ahaN have been performed rn full li worantor slocts to tovoko this Guaronty, Guarantor may only do so in writing Guarantor's wntten rtotioe of t revocotion must be maded to ender, by cartihad marl, at Lender's address Itsted above or such other place as Lender may designate rn wntrng Wr+tten revoeatron of this Gu gamy will apply only to now Indebtedness created after actual raee+pi by Lender of Guarantor's wntten revoeotion For this purpose and witho kmrtation, the term "new Indebtedness' does not include the tndebtsdnass whrch at the trine of nonce of revocation is contingent, uni uidotod, undetarmmed ar not due and whrch later becomes absolute, liquidated, determined or due For this purpose end wrthout bmitau h, "new indebtednasa" does not include all or part of the Indebtedness that is mcurrod by Borrower pnor to revocation, +ncurrod under a ommument that become binding before revocation, any renewals, axtansions, subsbtuuons. and modihcabona of the indebtedness Thra Gua ~„ty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarontor's death or incapacity, regardless of Len ac's setae! nonce of Guarantor's death Subfecf to the foregoing, Guarantor's executor or edmrmstrator or other i legal represemative may tern mate this Guaranty rn the same manner rn which Guarantor might have term,natad n and wnh the same effect Release of any other guaran r or termination of any other guaranty of rho Indebtedness shaft not affect the Lab,l,ty of Guarantor under this Guaranty A rovocat,on Len ar receives from any ono or mono Guarantors shell not affect the Irabil,ty of any remaining Guarantors under this ~ Guaranty It +s anticipated t et fluctuations may occur +n the aggregato amount of the Indabtednosa covered by this Guaranty, and Guarantor ~ spearfreally acknowladgos an agrees that reductions in the amount of the Indehtodness, even to zero dollars f80 001, shall not consUtuto a j termrnanon of this Guaranty Thrs Guaranty +s binding upon Guarantor and Guarantor's horns, successors end assigns so long as any of rho Indebtedness rams+ns unpaid rid even though the Indebtedness may from trine tv trms ba zero dollars (SO 04) QUARANTOR'S AUTHORIZA ION TO LENDER Guarantor authorizes Lender, ether before or after any revocation hereof, wdhout notwo or demand and wrthout laasomn Guarantor's hablitty under Thrs Guaranty, from time to time (A) pnor to revocation as set forth above, to make one or more addrtronel sec ed or unsacvrad loans to Borrower, to tease egwpmeni or other goods to Borrower, or othmwise to extend sddmonal cradrl to Borrower, (Bl to alter, campromrse, renew, extend, accelerate, or otherwrsa change one or more trines the nine for payment or other terms of the Indo edness or any part of rho indobtednesa, including incroasos and decreases of the rate of interest on the ~ Indebtedness, extensions ma be repeated and may be tar longer than the original loan farm, (Cl to take and hold socur+ty for the payment of this Guaranty or the Indebte Hass, and exchange, enforce, waive, subordmete, fad or docrde not to perfect, and release any such seeunty, with - i COMMERCIAL GUARANTY RContfnued) (ae98 2 or without the substnuuon of Inew collateral, (0) to release, subsntute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guaranto'q an any terms or to any manner Lender may choose, IE} to determine how, when and what appbcatron of payments and credits shell b made on the Indebtedness, (F) to apply such sacunty and direct the order or manner of sale thereof, including I without limitation, any nonlud deal sale permitted by the terms of the conaolhng sacunty agreement or deed of trust, es Lender in ds d+saraUon may determine, (G) to se0, hansfer, assign or grant participations m all or any part of the tndebtodnass, and {H} to assign or transfer this Guaranty rn whole or m part GUARANTOR'S REPAESENTA IONS AND WARRANTIES Guarantor represents and warrants to Lander that fA) no representations ar agreements of any kind have teen made to Guarantor which would limit or quebfy rn any way the terms of this Guaranty, fe} this Guaranty rs executed at Borrower's reque t and not at the request of Lender, (C) Guarantor has full power, right and authority to enter into this Guaranty, i0) the provisions of this Gu sort' do not conihct w+th or result in a default under any agreement or other rnatrumant binding upon Guersaitor and do not result in s violation bf any law, regulation, court decree or order appbceble to Guarantor, (E) Guarantor has not and wdt not, wghout the prior written consant of ender, sell, lease, assign, enoumber, hypothecate, transfer, or othwwrae dispose of all or substantially aN of ~ Guarantor's assets, or any int fast therein, (F) upon Lender's request, Guarantorwdl prov+de to Lender Unanaal and cretin information m iprm acaoptablo to Lender, and all {+ch financial information which currently has been, and all future finanmal information which wdl be provided to Lander is and will be true an correct m elf material respects and fault' present Guarantor's financial oondition as of the dates the hnedcial mformatron is provided, (G) mo material adverse change has occurred m Guarantor's financial condition since the date of the moat regent hnaneie! statements provided Lender and no event has oceurrod which may matonally adversely affect Guarantor's financial condition, IH) no btigatron, claim, invcatrgati ft, edmmrstrative proceeding or simdar action pneludmg those for unpaid taxes) against Guarantor is pending or threatened, fq Lender has m de no represantetion to Guarantor as to the creditworthinose of Borrower, and (J> Guarantor has estebhshed adequate means of obtairnng 1 m Borrower an a continuing basis mformaton regarding Borrower's financial condition Guarantor agrees IO keep adoquatefy informed from iauch means of any saris, events, or cucumatancas which might in any way affect Guarantor's asks under this Guaranty, and Guarantor furtha agrees that Lender shall have no obligation to disclose to Guarantor any mformatron ar documents acquired by Lander in the course of Ira role ionship with Borrower GUARANTOR'S FINANCIAL ST TEMeNTS Guarantor agrees to (urnwh Lender with the toltowing Annual Statements As s{ron as available, but in no avant later than ono-hundred-twenty (120) days after the end of each f+scel year, Guarantor's balance sheet ~ind income statement for ilia year ended, prepared by Guarantor Tax Returns As soon os vaileble, but in no event later than thirty (30) days slier the applicable filing date for the tax reporting period j ended, Federal and other g~nrernmental tax returns, prepared by Guarantor Alf financial reports regwred to provided under this Guaranty shall ba prepared +n accordance wnh GAAP, applied on a cons,etant basis, and ' certified by Guarantor as being ,tie and correct GUARANTOR'S WAIVERS Ex apt es prohibited by applicable law, Guarantor waives any right to require Lender (AI to continue landing money or to extend other credi 'to Borrower, (B) to make any proaentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebiednos or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrawar, ? Londer, any surety, endorsor, o other guarantor in connection with the Indebtedness or rn connect+on with the creation of new or addit+omal I, taans or oblrgatrons, IC} to ras for poymont or to proceed directly or at once against any person, including Borrower or any other guarantor, {D) to procood directly against r exhaust any copateral held by Lender from Borrower, any other guarantor, or any.other person, (E) to give notrca of the farms, time, and p 8co of any public or private sale of personal property seourity held by Lender from Borrower or to comply with any other opphcable provisions f the Uniform Commarcii+l Code, (F) to pursue any other remedy within Lender's power, or (G) to aommn any act or om+ssion of any kind, or a any time, w+th respect to any matter whatsoever Guarantor also waives any and U rights or defenses based on suretyah+p or impairment of collateral including, but not limited to, any rights or defenses arising by reason of ) any "one action' or 'anti-defic+ency" few or any other law which may prevent Lender from bonging any action, including a clam for de cieney, against Guarantor, before or after Lender's commencement or completion of any toroclosure action, either Judicially or by exercise f o power of sale, (B) any electron of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights guarantor's rights to procood against Borrower for reimbursement, including without limitation, riot' loss of rights Guarantor may suffer by axon of any law limiting, qua{ifying, or dracharging the lndabtednass, (G) any disability or other defense of Borrower, of any ofhar guaranto or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment m full in legal to der, of the tndebtadness, (O) any right Io claim discharge of the Indebtedness on the basis of tin}ustrfred impairment of any collatarat for he tndebtadness, (E) any statute of limitatrans, if at any time any action or cwt brought by Lender against Guarantor is commenced, there + outstanding lndabtadness which is not barred by any applicable statute of limitations, or {F} any defenses given to guarantors at law or m equity ofhar than octuoi' payment and performance of rho Mdebtodness If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankru toy or to any similar .parson under any federal or state bankruptcy taw or law for the relief of debtors, the Indebtedness shall be considered ' npaid for the purpose of the enforcement of tMs Guaranty Guarantor further waives and ag es not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, cauntercteim, c Umar demand, recoupmont or similar right, whether such claim, demond or right mot' be asserted by rho Borrower, the Guarantor, or both + GUARANTOR'S UNDHASTANDIN I WITH RESPEGT TO WAIVERS Guarantor warrants and agrees that each of the waivers sat forth above ie made with Guarantor's full know) dge of its signifieenca and consequences and that, under rho circumstances, rho waivers are ?easonablo and ~ not contrary to public policy ar la if any such waiver is determrnad to bo contrary to any applicable law or public policy, such waiver shalt bo effective only to the extant permit sod by low or pubbe policy ~ SUBORDINATION OF BORROWE 'S DEBTS TO OUARANTOA Guarantor agrees that tha indebtedness, whether now ex+st+ng or haraatter created, shall be superior to any laim that Guarantor may new have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent Guarantor hereby oxp ®ssly subordinates any clam Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or her latter have against Borrower In rho event of insolvency and consequent liquidation of the ascots of Borrower, through bankruptcy, by an assign ant for the benefit of crednora, by voluntary liquidation, or otherwise, rho assets of Borrower apphceble to the payment of the claims of bo h Lender and Guarantor shall be paid to Lender and shall be f+rat applied by Lender to the Indebtedness Guarantor does hereby assign to Lender all claims which it may have or acquve against Borrower or against any asergnoe or trustee m bankruptcy of Borrower, provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness r Lender so ?equeats, any notes or cred,t agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor short bo m Irked w+th a legend that the same are subiect to this Guaranty and shall be dehvared to Londer Guarantor agrees, artd Lender is hereby auth razed, m the Hama o1 Guarantor, from time to time to bia financing stalamonte and conunuaUon statements and to execute documonta end to ,take such other actions as lender deems nacossary or oppropnato to perfect, preserve and enforce rte rights under this Guaranty ' I i COMM~RClAl. GUARANTY (COntit)uedl Page 3 , i Mi8C1:LLANHOUS PROVISIONS The following miscellaneous provisions are a part n! this Guaranty + Amendments Thts Guars y, together with any Related Documents, oonabtutes the entire understanding and agreement of the parnea as to the matters set forth ,n~this Guaranty No altarapon of or amendment to flits Guaranty shalt be affaeirve unfesa gwen in wntrng and srgned by tho party ar paru s sought to be charged or bound by the atteratron or amendment Attorneys' Feas, Expenses 4uatantor agrees to pay upon domsnd all of Lender's coats and expenaos, Including Lender's reasonable attorneys' tees and Lends : s legal axponaea, incurred in connection w+th the enforcement of this Guaranty Lender may hao ar pay someone olsa to help onto ~e thrs Guaranty, end Guarantor shall pay the costs and expanses of such ontorcament Costs and expenses i molude Lender's reasonabt i attomeys' teas and legal expanses whether or not there is a lawsurt, rndudrng reasonable attorneys' foes and ~ legal axpeness for benkru cy proceed+ngs Uncluding efforts to moddy ar vacate any automenc stay or rnfuncuon), appeals, and any envctpatad post judgment oNection servroea Guarantor also shall pay all court casts and suoh additional fees as may ba duetted by the ~ court I Caption Hoadings Captioih headings rn this Guaranty era for convarnanca purposos only and are not to be used to interpret or define the prowaions of thrs Guaranty', Governing Law This Gua~snty well 6e governod by federal law applicable to Lander and, to the extent not proampted by fedorat taw, [ho laws of the Commonwealt i of PennsyNama without regard to its con))icts of taw proviswna Choroo of Venue If therms a laweu+t, Guarantor egroas upon Lendor's request to submit to the funsdictron of ilia courts of Cumberland f County, Commonwealth o f~ennsylvarna Integration Guarantor fu her agrees that Guarantor has read and fully understands the terms of this Guaranty, Guarantor lies had the opportunity to be advised y Guarentor's ettornoy with respect to thra Guaranty, the Guaranty fully retieots Guarantor's rntenhons and parol ewdanao is not required t 'interpret the terms of this Guaranty Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and cost fincludtng Lender's attorneys' foesl suffered or ineurrad by Lander as a result of any breach by Guarantor of the warranaas, reprosentauon 'and agreements of this paragraph ~ interpralauon !n all ease where there is more than one Borrower or Guarantor, then all words used m this Guaranty in the singular shall be deemed to have been earl in the plural where the context and construction so require, end where there is more than one 13orrawer named rn this Guaranty r when flits Guaranty rs executed by more than one Guarantor, tho words "Borrower` and "Guarantor" resp~ctrvely shall mean all grid any one or more of them Tho words "GUarantor," "forrower," and "Lander" ,nclude the hens, successors, ~ assigns, and trons(ereas ~ each of them It a court finds that any provision of this Guaranty rs not valid or should not be enforced, that teat by itself will net me h that the rest of Thrs Guaranty will not be valid or enforced Therefore, a court will enforce the real of the prowsrons of this Guaran y even tf a prowsion of this Guaranty may be found to be invalid or unanforceabfe tf any one or more of Horrawer or Guarantor ar !corporabona, partnerships, limned Irabday companies, or armilar entities, rt is not necessary for Lender to inquire into the powers of Borro tar or Guarantor ar of the ofhcors, directors, partners, managers, or other agents acting or purporting to act on I then behalf, and any mda ' ednass made or created in reliance upon the professed exercise of such powers shall be guaranteed under this ~ Guaranty Notices Unless otherwts prowdod by spphcabie law, any nonce requued to bo g+ven under this Guaranty shall be gwen in writing, and, except for revocation no ,Cos try Guarantor, shall be effective when actually delwerod, when actuatly racoivad by telefacs+mde tuntess otherwise required by fa ,when dapostted with a nationally racogrnzed overnight courier, or, d marled, when deposited m the Uinted States marl, as first class, certified or registered mod postage prepaid, directed to the addresses shown near the begrnning of th+s Guaranty All revacatron notices by guarantor shall be in wrung and shalt be effacuva upon delivery to Lender as provided in the section of this Guaranty entitled `AURA qDN OF GUARANTY ` Any party may chonge rte address }or notices under tMs Guaranty by gwmg formal written nodco to the other pantie ,specifying That She purpose of the natica s to change the party's address For notice purposes, Guarantor agrees to keep Lender tnf rmad at all t+mes of Guaronror's curront address Unless othervviae provided by app6cabla few, if there is more than one Guarantor, any slice gwon by Lender to any Guarantor is deemed to be notice g,van to aft Guarantors No Warner by Lender Le er shall not be deemed to have waived any rights under tMs Guaranty unfesa such warner ,a given in wnpng end signed by Lender No de ay or omss+an on rho part of Lender rn exoreismg any right shalt operate as a weroar of suoh right or any other right A waiver by Land of a pfovision of this Guaranty shall not praludice or constitute a wawor of Lender's right otherwise to demand atnct compbance with th {prowsion or any other provision of this Guaranty No prior viewer by Lander, not any course of doalrng betwuon ; Lender and Guarantor, sh II conshluto a wawar of any of Lender's rights or of any of Guarantor's obligatrona as to any future treneacpona Whenovar rho consent of pander is required under thra Guaranty, the granting of such conaont by Lender m any instance shall not constitute continuing consent to su sequonr instances whoro such consent is required and +n all cases suoh consent may bo gronted or withheld in tho sole discretion of Len ter Succossoro and Asarga The terms of this Guaranty shall ba binding upon Guarantor, and upon Guarantor's hays, personal representatives, sucoessors, and assigns, and ahafl be enforceable by Lender and its successors and assigns I Wawa Jury Lender andi;t3uarantor hereby wawa rho right to any fury friar m any action, proaeading, or counterclaim brought by either t Lentior or Guarantor agar st the ofhar I OEFtNIT10NS The following ' epnehzed words and farms shaft have the toHow+ng meanings when used to this Guaranty UNass spacificalty stated to the contrary, all rofar~onces to dotter amounts shall mean amounts in lawful money of rho Unuad States of America Words and tdrms used in the amgular shaft mciu o the plural, ehd the plural shall intrude rho singular, as the context may requue Words and terms not otherwise defined m this Guaranty shell eve the meanings attributed to such terms m the Uniform Commercial Codo Borrowor Tho ward "t3brrower" means Metcalf Trucking, LLC and includes all co•signars and co•makers signing the Note and atI them successors end assigns GAAP The word "GAAP means genoraily accepted accounting principles Guarantor The word " uarentor" moans everyone srgrnng ilia Guaranty, including wrthovt hmitapon Chrstina M Metcalf, and rh each case, any signer's succe~aors and assigns Guaranty Tfie word "Guaranty" means this guaranty from Guarantor to Londer Indebtedness Tho wnrd"Indebtedness" means Borrower's indebtedness to Lender oa mono particularly described in this Guaranty London Tha word "Lender^ means First National Bank of Penneytvenia, fls successors and assigns Note The word "Note" means and me{tides wrthovt hmrtetion alt of Borrower's promissory notes and/or credn agreements evidancmg ~ Borraver's loan obf,gations In favor at Londer, together with all renewals of, extensions o1, moddicahons of, refinancings of, consolidntwns of and substitupons for promissory notes or credn agreements I _ s i COMMERCIAL GUARANTY ~Contlnued~ Page a Related Documents The words "Related Documents' mean ell promissory notes, credit agreements, loan agreements, environmental ~ egrooments, guaronbsa,, aecurrty agreements, mortgages, deeds of trust, security deeds, colieterai mortgeflea, and ell other instruments, agreements and dooumet>ts, whether now or hereaher existing, executed m connocGon wUh the Indebtedness CONFESSION OF JUDGME T GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK t3F ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOA AFTER T ~ AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT GOMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUA NTOR `FOR THE ENTIRE PRINCIPAL BALANCE OF THI& GUARANTY AND ALL ACCRUED INTEREST, LAITE CHARGES AND ANY AND LL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING 70 ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER !WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10961 OF THE UNPAID PRINCIPAL BALANCE AND A CRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED bOLLARS (95bD1 ON WHICH JUDGMENT OR J DGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY, AND FOR SO DOING, THIS GUARANTY'OR A COPY OF THIS GUARANT (VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WAARANT THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT A AINST GUARANTOR SHALL NOT 8E EXHAUSTED BY ANY EXERGISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY GUARANTOR HEREBY WAIV S ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT'AND STATES THAT EITHER A REPRESENTATIVE OF,LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TOG ARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL EACH UNDERSIGNED GUA NTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS IN ADDITION, EACH (GUARANTOR UNDERSTANDS THAT THIS GUARANTY 1S EFFECTIVE UPON GUARANTOR'S EXECUTION AMD DELIVERY OF THIS GUARAN TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH iN THE SECTION TITLED "DU ATION OF GUARANTY" NO FORMAL ACCEPTANGE BY (ENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE THIS GUARANTY IS DATED AUGUST 12, 2008 ~ THIS GUARANTY IS GIVEN Uf~pER SEAL AND IT IS INTENDEp THAT THIS GUARANTY IS AND SHALL GONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT A(SCORDING TO LAW GUARAN R X (Seal} Chn i us I+m t.a~p V" sasaoaw Gq. w.rd i,.ursa... tie q9] 3WB lJ SSy„14r.,, IA 11ClI,riWStIRUUt10 fC TU iSSS160 Mtl I 1 i ' KEEPER WOOD ALLEN &RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FIRST NATIONAL INK, formerly known as IN THE COURT OF COMMON PLEAS OF First National Bank bf Pennsylvania CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION -LAW v. NO. JERALD L. METCAI.F and CHRISTINE M. CONFESSION OF JUDGMENT METCALF Defelhdants NOTICE OF DEFENDANTS' RIGHTS A judgment i the amount of $59,640.55 has been entered against you and in favor of the Plaintiff without any rior notice or 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 ha legal rights to defeat the judgment or to prevent your money or property from being taken. YOU I~IIUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A,JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THI'S NOTICE IS SERVEf~ ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOU D TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER 'ND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW T .FIND OUT WHERE YOU CAN GET LEGAL HELP. PENNSYLVANIA LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Phone: (717) 249-3166 KEEPER WOOD ALLEN &RAHAL, LLP By: Eugene E. Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff II _ _ KEEPER WOOD ALLEN 8c RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FIRST NATIONAL BANK, formerly known as IN THE COURT OF COMMON PLEAS OF First National Bank of Pennsylvania CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION -LAW v. NO. JERALD L. METCAhF and CHRISTINE M. CONFESSION OF JUDGMENT METCALF Defendants NOTICE To: JERALD L. METCALF and CHRISTINE lM. 1METCALF, Defendant You are heref~y notified that on ~ f . l.v , 2012, judgment by confession was entered against you i~ the sum of $59,640.55 in the above ptio cas . Pr onotary 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 IND OUT WHERE YOU CAN GET LEGAL HELP. PENNSYLVANIA LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Phone: (717) 249-3166 I hereby certify that the following is the address of the Defendant stated in the certificate of residence. JERALD L. METCALf~ CHRISTINE M. METCALF 43 BURGNERS MILL'~ROAD 43 BURGNERS MILL ROAD CARLISLE PA 17015 CARLISLE PA 17015 C~_ Attorney for Plainti (s) _ KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FIRST NATIONAL BIANK, formerly known as IN THE COURT OF COMMON PLEAS OF First National Bank of Pennsylvania CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION -LAW v. N0. JERALD L. METCALF and CHRISTINE M. CONFESSION OF JUDGMENT METCALF Defendants NOTICE JERALD L. METCALJF and CHRISTINE M. METCALF, Defendidos Usted esta si~~ndo notificando que el de del 2012, se anoto en contra suya un fallo por con~esion en la sums de $59,640.55 en el caso mencionado en el epigrafe. Prothonotary USTED DEBT, LLEVAR IMMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE l~N ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICIN~ PARAAVERIGUAR DONDE PUEDE ENCONTRARASISTENCIA LEGAL. PENNSYLVANIA LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 Phone: (717) 249-3166 Certifico que la siguilente direccion es la del defendido/a segun indicada en el certificado de residencia: JERALD L. METCALF CHRISTINE M. METCALF 43 BURGNERS MILL~~ ROAD 43 BURGNERS MILL ROAD CARLISLE PA 17015 CARLISLE PA 17015 Attorney for laintiff(s)