Loading...
HomeMy WebLinkAbout12-7462' ~ KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FULTON BANK, N.A. IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v• CIVIL ACTION -LAW RICHARD E. HARPER AND DEBORAH J. : NO. /~ - '7~(pa ~-~~ t Ter~l HARPER CONFESSION OF JUDGMENT Defendants CONFESSION OF JUDGMENT By virtue of the authority conferred by the Guaranty, a copy of which is attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants for the sum of $876,149.31 and costs of suit. Eugene . Pepins y, Jr. Attorney for Defendants by virtue of the authorization contained in the Guaranty _., ~ , -;~ ~ ,,, cc rT? ~ ~ ~~f=, m ~~ . ~~ ' ~~ `' te N ~'~. r ... ~~ ~6.r: €. ~ ,~~ ,_ . ~~ ~ .. ~ _ _ rU ~~/o. 00 Pn NN`1 e# a~ 89 e#a8~iscv I~o~ice aU2~ feel KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FULTON BANK, N.A. IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v. CIVIL ACTION -LAW Richard E. Harper and Deborah J. Harper NO. /a - l.il Vi l 7-~'lti Defendants CONFESSION OF JUDGMENT NOTICE OF DEFENDANTS' RIGHTS A judgment in the amount of $876,149.31 has been entered against you and in favor of the Plaintiff without any prior 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 have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. PENNSYLVANIA LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 s. Bedford Street Carlisle, PA 17013 (717) 249-3166 KEEPER WOOD ALLEN & RAHAL, LLP By: Eugene`-Pe~Sinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for FUlton Bank, N.A. KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FULTON BANK, N.A. Plaintiff v. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA RICHARD E. HARPER AND DEBORAH J HARPER Defendants COMPLAINT CIVIL ACTION -LAW NO. /a~ • %y1~oL ~IVi/Tl/h CONFESSION OF JUDGMENT 1. Plaintiff Fulton Bank, N.A. is a national banking association, with an office at 200 N. Third Street, Harrisburg, Pennsylvania 17101. 2. Defendants are Richard E. Harper and Deborah J. Harper, adult individuals, husband and wife, whose last known address is 1942 Monterey Drive, Mechanicsburg, Pennsylvania 17050. 3. On or about April 7, 2008, Defendants, for good and valuable consideration, executed and delivered a Commercial Guaranty (the "Guaranty") to Plaintiff for payment and performance of the obligations of R.E. Harper Associates, LLC. A true and correct copy of the Guaranty is 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. The Guaranty provides that Plaintiff may confess judgment against Defendants at any time after the amounts thereunder became due for the unpaid principal amount of the indebtedness plus accrued interest and late charge together with costs of suit and attorneys' fees of the greater of ten percent (10%) or $500.00. 7. The obligations of Defendants are in default, among other things, by reason of their failure to make the required payment(s) due under the Guaranty. ' KEEPER WOOD ALLEN 8c RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 8. The amount due on the Note as of December 10, 2012, is $796,776.13, of which $749,746.68 is principal and $43,985.14 is interest and $3,044.31 is late charges. Ten percent (10%) of the unpaid principal and accrued interest is $79,373.18. 9. Plaintiff has been advised and, therefore, avers that Defendants executed the Guaranty referred to in Paragraph 3 above for business purposes. 10. This confession of judgment is not being filed against a natural person(s) in regards to consumer credit transaction. WHEREFORE, Plaintiff demands judgment against Defendants in the sum of $876,149.31 together with interest as may hereafter accrue and costs of suit. KEEPER WOOD ALLEN & RAHAL, LLP Date: December 10, 2012 By: Eugene E. P insky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff KEEPER WOOD ALLEN $c RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 VERIFICATION The undersigned, James W. Pesavento, hereby verifies and states that: He is Vice President of Fulton Bank, N.A., Plaintiff herein; 2. He is authorized to make this Verification on its behalf; 3. The facts set forth in the foregoing Complaint are true and correct to the best of his knowledge, information and belief; and 4. He is aware that false statements herein are made subject to th/e 'penalties of 18 Pa. C.S. ' 4904, relating to unsworn falsr~{ication to authorities. ,/ ,, .\ ~_~, ~''dames~;W. Pesavento .. Dated: ~ z ~~ _, 2012 ~~ ~ II~III^11^NAY~An COMMERCIAL GUARANTY BoffOWBf: R. E. Harpor Aaaociatea, LLC LBtldef: Fuhon Bank 208 North Third Street, Suite 100 Downtown Harrisburg ONlce Harrisburg. PA 17101 One Penn Square Corporate Address Contester, PA 17602 Ci48f8ntOf: Richard E. Harper Deborah J. Harper 1!!42 Montorey Drive Mechanicsburg, PA 17050 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower [o Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lander has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same•day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word 'Indebtedness" as used in this Guaranty means ell of the principal amount outstanding from Lima to time end at any one or more times, accrued unpaid 'interest thereon and all collection costa and legal expenses related thereto permhted by law, reasonable attorneys' fees, arising from eny.and ell debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities end obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, end any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or~involuntarfly incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint end several; evidenced by a negotiable or non-negotiable instrument or wrI[ing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such es infancy, insanity, ultra vitas or otherwisel; and originated then reduced or extinguished and then aherwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) effect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the farms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREE$ 70 GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TfME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or say notice to Guarantor or to Borrower, end will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, et Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due end which later becomes absolute, liquidated, determined or due. For this purpose end without limitation, °naw Indebtedness" does not include ell or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of say other guarantor or termination of any other guaranty o1 the Indebtedness shelf not effect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. h is anticipated that Buctustiona may occur in the aggregate amount of the Indebtadneaa covered by this Guaramy, and Guarantor specifically acknowkdgss and agrees that redtwtlona in the amount of the Indebtedness, even to zero dollars (50.001, shall not constitute a termination of this Guaranty. This Guaramy is binding upon Guarantor end Guarantor's hairs, successors and assigns so long as any of the Indebtedrteas remains unpaid end even though the Indebtedness may from tlme to time ba zero dollars (50.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand end without leaserting Guarantor's liability under this Guaranty. from time to time: (AI prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; IB) to altar, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or outer terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; ICI to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; tD) to release, substitute, agree not to sue, ar deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; IEI to determine how, when and what application of payments and credits shall be made on the Indebtedness; IFl [o apply such security and direct the order or manner of sale [hereof, including without Ilmitation, any nonjudicial sole permitted by the terms of the controlling security agreement or deed of [rust, as Lender in Its discretion may determine; tGl to sell, transfer, assign or grant perticlpations in all or any part of the Indebtedness; and IH) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents end warrants to Lander that (AI no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; tBI [his Guaranty is executed at Borrower's request and not at the request of Lender; IC) Guarantor has full power, right and authority to enter into this Guaranty; tDl the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon 'Guarantor and do not result In a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guerentor's assets, or any interest therein; IFI upon Lender s request, Guarantor will provide to Lander financial and credit information in lorm acceptable to Lender, and all such financial information which currently has been, end ell Iuture financial information which wilt be provided to Lender is and wily be true end correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; IGI no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to lender end no event has occurred which may materially adversely affect Guarantor's tinanciol condition; IHI no litigation, claim, investigation, administrative proceeding or similar action )including those for unpaid taxes) against Guarantor is pending or threatened; tll Lender has made no representation [o Guarantor as to the creditwonhiness of Borrower; and (JI Guarantor has established adequate means of obtaining from Borrower on a continuing balls information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, end Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course o1 its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with [he following: Annual Statements. As soon as available, but in no event later than one-hundred-twenty 1120) days after [he end of each fiscal year, COMMERCIAL GUARANTY Loan No: 0001-9710072-0101 (Continued) Page 2 Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tez Returns. As soon es available, but in no event later than one-hundred-twenty 1120) days after the applicable filing date for the tax reporting period ended, Federal end other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified 6y Guarantor as being true end correct. QUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender IAI to continue lending money or to extend other credit to Borrower; IBI to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the pert of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; ICI to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (DI to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; IEI to give notice of the terms, lima, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of rho Uniform Commercial Cods; (FI to pursue any other remedy wlthln Lender's power; or IG1 to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and ail rights or defenses based on surelyehip or impairment of collateral including, but not limited to, any rights or delenses arising by reason of IA) any "one action' or "anti-deficiency" law ar any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any torectosure action, either judicially or by exercise of a power of sale; IB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbureament, Including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, quellfying, or discharging the Indebtedness; ICI any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason o1 the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal [ender, of the Indebtedness; IDI any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; iEl any statute of limitations, if at any time any action ar suit brought by Lender against Guarantor is commenced, them is outstanding Indebtedness which is not barred 6y any applicable statute of Ilmitations; or IF) any delenses given to guarantors at law or in equity other than actual payment end performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness end thereafter Lender is forced io remit the amount of that payment to Borrower's trustee in hankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives end agrees not to assert or claim et any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or simltar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shell be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in ell Guarantor's accounts with Lender (whether checking, savings, or some other accountl. This includes ell accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay whet Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BDRROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter craetad, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency end consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both lender end Guarantor shall ba paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shell be marked with a legend that the same era subject to this Guaranty end shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements end continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve end enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions ere a part of [his Guaranty: AmendmeMS. This Guaranty, together with any Related Documents, consiitutea the entire understanding end agreement of the parties es to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fess; Expanses. Guarantor agrees to pay upon demand ell of Lender's costa and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help entorce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunctlonl, appeals, and any anticipated post-judgment collection services. Guarantor also shell pay all court costs end such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Lew. This Guaranty will be governed by federal law applicable to Lender end, to iha extent not preampied by federal law, the laws of the Commonwealth of Pennsylvania wkhout regard to its conflicts of law provisions. Integration. Guarantor further egress that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be edv~sed by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby Indemnifies end holds Lender harmless from all losses, claims, damages, and costs (including lender's attorneys' tees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretadon. In all cases where there is more then one Borrower or Guarantor, then all words used In this Guaranty in the singular shell be deemed to have been used in rho plural where the context end construction so require; end where there Is more than one Borrower named in this Guaranty or when this Guaranty is executed by more then one Guarantor, the words "Borrower" and "Gusrentor" respectively shall mean all end any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, end transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that rho rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any ono or more of Borrower or Guarantor are corporations, partnerships, limited liahllity companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the oNicers, directors, partners, managers, or other agents acting ar purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shell bs guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, end, except for revocation notices by Guarantor, shell be effective when actually delivered, when actually received by telefecsimile lunloss otherwise required by lawl, when deposited with a nationslly recognized overnight courier, or, if mailed, when deposited in the United States matt, as first class, certified or registered mail postage prepaid, directed to the addresses shown Weer the beginning of this Guaranty All revocation notices by Guarantor shall bo in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Londor Informed at all times 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 Is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender snail not be deemed to have waived any rights under This Guaranty unless such waiver is given in writing and COMMERCIAL GUARANTY Loan No: 0001-9710072-0101 (Continued) Page 3 signed by Lender. No delay or omission on the pert of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shell not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any o} Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent Is required end in elf cases such consent may be granted or withheld in the sole discretion of Lender. Suaaesaors and Assigns. The terms of this Guaranty shell be binding upon Guarantor, and upon Guarantor's hairs, personal representatives, successors, end assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any Jury trial in any action, proceeding, or coumerelaim brought by either Lendsr or Guarantor against tfie other. DEFlNITIONS. Tho following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, ell references to dollar amounts shell mean amounts In lawful money of the United States of America. Words and terms used in the singular shall Include the plural, end the plural shall Include the singular, es the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "borrower" means R. E. Harper Associates, LLC and includes ell co-signers end co-makers signing the Note and all their successors and assigns. GAAP. The word "GAAP" means generally accepted accounting principles. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Richard E. Harper and Deborah J. Harper, and in each case, any signer's successors end assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" moans Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Fulton Bank, its successors end assigns. Note. The word "Note" means and includes without limitation ell of Borrower's promissory notes andlor credit agreements evidencing Borrower's loan obligations in favor of Lender, together wish all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of [rust, security deeds, collateral mortgages, end all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS 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 (10%I OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 155001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO GOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDEA SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNFJ7 GUARANTOR ACKNOWLEDGES HAVING READ All THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. iN ADDfr10N, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TRLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED APRIL 7, 2008. THIS GUARANTY Ig GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INS}+RUMENT ACCORDING TO LAW. delivered in the presence of: ISeall eftorah J Ha r ... ,ar,row..n.y.,. ".w.w. .r" o.+vucow,crmnuro.K ro~r,ro, KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FULTON BANK, N.A. IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA ~ CIVIL ACTION -LAW RICHARD E. HARPER AND DEBORAH J. NO. Ia. - 7y~Oa Ci v•! Teat HARPER CONFESSION OF JUDGMENT Defendants NOTICE To: Richard E. Harper and Deborah J. Harper, Defendidos Usted esta siendo notificando que el de December del 2012, se anoto en contra suya un fallo por confesion en la suma de $876,149.31 en el caso me cion en 'grafe. Prot ota ~ USTED DEBE LLEVAR IMMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARR AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. PENNSYLVANIA LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 s. Bedford Street Carlisle, PA 17013 (717) 249-3166 Certifico que la siguiente direccion es la del defendido/a segun indicada en el certificado de residencia: RICHARD E. HARPER DEBORAH J. HARPER 1942 MONTEREY DRIVE 1942 MONTEREY DRIVE MECHANICSBURG PA 17050 MECHANICSBURG PA 17050 (~~ Attorne for Plaints (s) KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 FULTON BANK, N.A. IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA v CIVIL ACTION -LAW T RAH J. NO. /a~ ' ~y~Da ~ Vt l 1 ~~ RICHARD E. HARPER AND DEBO HARPER CONFESSION OF JUDGMENT Defendants NOTICE To: Richard E. Harper and Deborah J. Harper, Defendants You are hereby notified that on December ~, 2012, judgment by confession was entered against you in the sum of $876,149.31 in the above caption .case :, ;. P YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. PENNSYLVANIA LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 s. Bedford Street Carlisle, PA 17013 (717) 249-3166 I hereby certify that the following is the address of the Defendants stated in the certificate of residence. RICHARD E. HARPER 1942 MONTEREY DRIVE MECHANICSBURG PA 17050 DEBORAH J. HARPER 1942 MONTEREY DRIVE CHANICSBURG PA 17050 Attorney for Plain ' (s)