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HomeMy WebLinkAbout13-4433 F• Iw_t��i G F_ PROTHONO BARLEY SNYDER William C. Colby, Jr., Esquire '% 13 J i'l _ 2 6 Pii � ' Keith Mooney, Esquire C t I M B E R L f D C O UNT Y Court I.D. No. 46880; 74001 PENN 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW STONE HOUSE AUTO SALES, LLC (�� Defendant No. W 33 ' CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a true and correct copy of which is attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against the Defendant as follows: Principal Balance $416,320.64 Interest to and including 7/10/13 6,771.55 Deferred Interest 7,849.66 Late Fees 8,438.89 Satisfaction Fees 130.00 Prepayment Fee 8,326.41 Appraisal 300.00 Attorneys' Fees for Confession 43,094.19 Total $ 491,231.34 Interest continues to accrue at the per diem rate of $86.73 from July 10, 2013, continuing late fees, and costs of collection. BARLEY SNYDER By: / William F. Colby, Jr., Esquire Keith Mooney, Esquire 3996202 }iJ�JJ 1 01 e._.F.�i i BARLEY SNYDER William C. Colby, Jr., Esquire Keith Mooney, Esquire cry Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW STONE HOUSE AUTO SALES, LLC ? 1 14`3 3 v; j - f e Defendant No. I J ym COMPLAINT CONFESSION OF JUDGMENT 1. The Plaintiff, Susquehanna Bank, is a banking corporation maintaining an address of 307 International Circle, Suite 600, Hunt Valley, MD 21030 -1376. 2. The Defendant, Stone House Auto Sales, LLC, is a Pennsylvania limited liability company with a registered address of 7086 Carlisle Pike, Carlisle, PA 17013. 3. On January 23, 2009, for value received, in connection with a commercial loan, and not a consumer transaction, Donald S. Failor and Michele L. Failor (the "Borrowers "), issued to the order of, and delivered to the Plaintiff a certain Promissory Note ( "Note "), pursuant to which the Borrowers promised to pay the Plaintiff the principal amount of Four Hundred Ninety Thousand Dollars ($490,000.00), plus interest and late fees thereon as therein provided. A true and correct copy of the Note is attached hereto, made a part hereof, and marked Exhibit 3996202 4. As security for the payment and performance of the obligations of the Borrowers under the Note, the Defendant executed and delivered to the Plaintiff a certain Commercial Guaranty (the "Guaranty "), dated January 23, 2009; a true and correct copy of which is attached hereto, made a part hereof, and marked Exhibit `B." A true and correct copy of the Disclosure for Confession of Judgment is attached hereto, made a part hereof, and marked Exhibit "C ". 5. The Borrowers are in default because the Borrowers have failed, refused, and continue to fail and refuse to pay the amount due Plaintiff as demanded by Plaintiff under and pursuant to the Note. 6. As a result of the default of the Borrowers under the Note, the Plaintiff enters judgment against the Defendant. 7. Judgment has not been entered on the warrant of attorney contained in the Guaranty in any jurisdiction. 8. The Guaranty has not been assigned, and the Plaintiff remains the holder hereof. 9. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 10. An itemization of the amount due and owing to the Plaintiff by the Defendant under the Guaranty, as of July 10, 2013, is as follows: Principal Balance $416,320.64 Interest to and including 7/10/13 6,771.55 Deferred Interest 7,849.66 Late Fees 8,438.89 Satisfaction Fees 130.00 Prepayment Fee 8,326.41 Appraisal 300.00 Attorneys' Fees for Confession 43.094.19 Total $ 491,231.34 3996202 2 Interest continues to accrue at the per diem rate of $86.73 from July 10, 2013, continuing late fees, and costs of collection. 11. The warrant of attorney contained in the Guaranty provides for confession of judgment against the Defendant for the amounts itemized as set forth in Paragraph 10 above. WHEREFORE, the Plaintiff, prays your Honorable Court to grant judgment in favor of the Plaintiff and against the Defendant in the sum of Four Hundred Ninety -one Thousand Two Hundred Thirty -one Dollars and Thirty -four Cents ($491,231.34), plus interest at the per diem rate of $86.73, from July 10, 2013, and costs of collection. BARLEY SNYDER By: William F. Colby, Jr., Esquire Keith Mooney, Esquire Attorneys for Plaintiff 3996202 3 EXHIBIT "A" PROMISSORY NOTE Borrower: Donald S. Failor Lender: GRAYSTONE BANK Michele L. Failor Capital Region 429 Dark Hollow Road 112 Market Street Shermansdale, PA 17090 Harrisburg, PA 17101 Principal Amount: $490,000.00 Date of Note: January 23, 2009 PROMISE TO PAY. Donald S. Failor and Michele L. Failor ( "Borrower ") jointly and severally promise to pay to GRAYSTONE BANK ( "Lender "), or order, in lawful money of the United States of America, the principal amount of Four Hundred Ninety Thousand & 00/100 Dollars ($490,000.00), together with interest on the unpaid principal balance from January 23, 2009, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: Principal and interest are due and payable in 60 equal consecutive monthly installments of $4,018.68 each, commencing on February 23, 2009 and ending January 23, 2014 (payment based on a 240 -month amortization). From the date hereof until January 23, 2014 ( "Initial Fixed Rate Period ") interest shall be fixed at 7:50 %. Thereafter, the interest rate shall be re- negotiated to a new fixed rate offered by Lender in its sole discretion (and agreed to by Borrower), or the rate shall revert to Graystone Bank's Prime Rate (as defined in Variable Interest Rate below) plus 1.00 %. After the Initial Fixed Rate Period and based on the subsequent change in interest rate, the monthly payment shall be changed to an amount sufficient to amortize the unpaid principal balance over the remaining amortization period of 180 months. Such payments shall begin February 23, 2014 and will continue until maturity. All unpaid principal together with any unpaid interest and late charges shall be due and payable at maturity, January 23, 2019. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection .costs. Borrower will pay Lender at Lender's address shown above or at such other place as , Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index "). This is the rate Lender charges, or would charge, on 90 -day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 1.000 percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.000% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: A prepayment fee will be charged if the Note is prepaid, in whole or in part, during the fixed rate period. The fee will be calculated at two percent (2 %) of the principal amount prepaid. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full ", "without recourse ", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "-payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this Note, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an event of default ( "Event of Default ") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. . Death or Insolvency: The death of Borrower or the dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate PROMISSORY NOTE Loan No: 4 -6855 (Continued) Page 2 reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires' more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender _.or. Borrower against the other..... . ,. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower 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. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. SECURITY. All collateral (as herein defined) is security for this Note and any renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or future indebtedness, obligations and undertakings (whether individual, joint, several, direct, contingent or otherwise) of the Borrower to or for the benefit of Lender, whether arising directly to Lender under this Note or under any other agreement, promissory note or undertakings now existing or hereinafter entered into by the Borrower to the Lender. The term "Collateral" includes all tangible and intangible property (i) described in any mortgage, pledge, assignment or other security document separately executed in favor of Lender, and (ii) in which a security interest has been granted to Lender pursuant to this Note. CROSS COLLATERALIZE /CROSS DEFAULT. This loan will be cross - collateralized /cross - defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non - judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER 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 BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER 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 NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER PROMISSORY NOTE Loan No: 4 -6855 (Continued) Page 3 SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: X - (Seal) X 'v i (Seal) D d S. Eai or Michele L. Failor LENDER: GRAYST EBANK Lk H er Hal i e Preside USER PRO L ,dig, Vs,. 5.6200.004 Cop,. H,,b.d Fmen W Sa d­, Inc. 1997, 2009. A0 Pipltd A-W. - PA 6: %p, 1t,%CF1{LPL1020.FC TR -2672 PR.3 EXHIBIT "B" COMMERCIAL GUARANTY Borrower: Donald S. Failor Lender: GRAYSTONE BANK Michele L. Failor Capital Region 429 Dark Hollow Road 112 Market Street Shermansdale, PA 17090 Harrisburg, PA 17101 Guarantor: Stone House Auto Sales, LLC 7086 Carlisle Pike Carlisle, PA 17013 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, or any one or more of them, to 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 Lender 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 all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all 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 and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity "price protection agreements; other - 'obligations; and liabilities of Borrower, or any one or more of them, and any present or future judgments against Borrower, or any one or more of them, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily 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 and several; evidenced by a negotiable or non - negotiable instrument or writing; 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 as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards 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) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER, OR ANY ONE OR MORE OF THEM, 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 TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to.Guarantor or to Borrower, and 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, at 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 and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include all 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 any other guarantor or termination of any other guaranty of the Indebtedness shall not affect 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. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) 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; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other 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; (C) 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; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor COMMERCIAL GUARANTY Loan No: 4 -6855 (Continued) Page 2 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 Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis 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, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Tax Returns. As soon as available, but in no event later than one - hundred - twenty (120) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) 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.part 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; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, 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 the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti- deficiency" law or 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 foreclosure action, either judicially or by exercise of a power of sale; (B) 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 reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. 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 bankruptcy 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 and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar 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 shall 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 all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all 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 what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, 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 and 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 and Guarantor shall be 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 of 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 shall be marked with a legend that the same are subject to this Guaranty and 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 and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as 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' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs 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 COMMERCIAL GUARANTY Loan No: 4 -6855 (Continued) Page 3 someone else to help enforce this Guaranty, and Guarantor shalt 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 injunction), appeals, and any anticipated post - judgment collection services. Guarantor also shall pay all court costs and 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 Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised 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 and holds Lender harmless from all losses, claims, damages, and Costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each-of -them. If a court finds that any-provision of this Guaranty is not valid -on should. not be enforced, that fact by itself will not mean that the 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 one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be 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, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United. States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be 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 Lender 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 shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part 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 shall 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 of 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 and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and 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 counterclaim brought by either Lender or Guarantor against the other. CROSS COLLATERALIZE /CROSS DEFAULT. This loan will be cross - collateralized /cross - defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as 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 Donald S. Failor and Michele L. Failor and includes all co- signers and 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 Stone House Auto Sales, LLC, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means GRAYSTONE BANK, its successors and assigns. Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and /or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with 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 trust, security deeds, collateral mortgages, and all other instruments, COMMERCIAL GUARANTY Loan No: 4 -6855 (Continued) Page 4 , 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 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, 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 LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, 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 TITLED "DURATION OF GUARANTY ". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED JANUARY 23, 2009. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT GUARANTOR:.. STONE HOUSE AUTO SALES, LLC By: {Seal) D ald anager of one 'use Auto Sales, LLC LASER PRO LmdE q. Vm. 5.62.00.000 Ca . R ftl Mmd l So ti—. I"c. 1097. 2009. M Pigmy R— • PA SA1 .I1.1CF1UJ TR-2622 PR-3 EXHIBIT "C" DISCLO_ JRE FOR CONFESSION OF J, JGMENT Borrower: Donald S. Failor Lender: GRAYSTONE BANK Michele L. Failor Capital Region 429 Dark Hollow Road 112 Market Street Shermansdale, PA 17090 Harrisburg, PA 17101 Declarant: Stone House Auto Sales LLC 7086 Carlisle Pike Carlisle, PA 17013 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS �6 DAY OF 20 A GUARANTY FOR AN UNLIMITED AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT P VISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER, THE GUARANTY, THE UNDERSIGNED, -ON BEHALF OF THE - DECLARANT, -_ IS,- KNOWINGLY, •INTELLIGENTLY, AND. :VOLUNTARILY, .WAIVING -.THESE.,-RIGHTS,.-:.--- INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS _ 1. CLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: STONE HOUSE AUTO SALES, LLC By: (Seal) Don ana one House Auto Sales, LLC LASER PRO L nc i.q, V., 6.92.00.000 Cop,. H.,l . F..— l Snh, —. Inc. 1997. 2109. All Rigl— Re—d. - PA S.%Wc- i„1CFI\1-PL%D30.FC 7A -2672 PR -3 VERIFICATION I, DENISE AHERNE- VENZKE, being duly affirmed according to law, depose and say that I am Vice President for Susquehanna Bank; that I am authorized to make this Verification on its behalf and that the facts set forth in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. To the extent that any of the averments in the foregoing document are based upon the understanding or application of law, I have relied upon counsel in making this Verification. This Verification is made subject to the penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities. Date: Denise Aherne - Venzke 3996202 1v �. f.;�t 13 JUL 2� PH 1 : 2 ND Co 'E MS YLVAN,U TY BARLEY SNYDER William C. Colby, Jr., Esquire Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW STONE HOUSE AUTO SALES, LLC / Defendant No. qVJ -3 CERTIFICATE OF RESIDENCE PA. R.C.P. 236 1, Keith Mooney, Esquire, Attorney for the Plaintiff, hereby certify to the best of my knowledge, information and belief that the name and current address of each party is as follows: The address of the Plaintiff, Susquehanna Bank, is 307 International Circle, Suite 600, Hunt Valley, MD 21030 - 13765. The registered address for the Defendant, Stone House Auto Sales, LLC, is 7086 Carlisle Pike, Carlisle, PA 17013. Respectfully submitted, BARLEY SNYDER By: William F. Colby, Jr., Esquire Keith Mooney, Esquire 3996202 Y 3 2613 JUL 26 PM 1: 27 BARLEY SNYDER M # BERLA D COUNTY William F. Colby, Jr., Esquire 4 N N S Y LVA N I A Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK SUCCESSOR COURT OF COMMON PLEAS OF TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW STONE HOUSE'AUTO SALES, LLC, CONFESSION OF JUDGMENT Defendant ) 3� No. 7 7 NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: STONE HOUSE AUTO SALES, LLC DATE: JULY 2013 A judgment in the amount of Four Hundred Ninety -one Thousand Two Hundred Thirty - one Dollars and Thirty -four Cents ($491,231.34), plus interest at the per diem rate of $86.73, from July 10, 2013, and costs of collection has been entered against you and in favor of the Plaintiff, Susquehanna Bank, 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. 3996202 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 34 S. Bedford Street Carlisle, Pennsylvania 717- 249 -3166 Respectfully submitted, BARLEY SNYDER By �. William F. lby, Jr., Esquire Keith Co Mooney, Esquire Attorney for Plaintiff 3996202 SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW STONE HOUSE AUTO SALES LLC 2r rx _ / Defendant No. , J / NOTICE (X) Notice is hereby given that a judgment in the above-captioned matter has been entered against you in the amount of $491,231.34, on July , 2013. (X) A copy of all documents filed with the Prothonotary in support of the within judgment are enclosed. Pro � otary iv'vi i ion By: If you have any questions regarding this Notice, please contact the filing party: NAME: William F. Colby, Esquire Keith Mooney, Esquire Barley Snyder ADDRESS: 50 North Fifth Street P.O. Box 942 Reading, PA 19603 TELEPHONE:(610) 376 -6651 (This Notice is given in accordance with Pa.R.C.P.236.) NOTICE SENT TO: NAME: Stone House Auto Sales, LLC ADDRESS: 7086 Carlisle Pike Carlisle, PA 17013 3996202 T 1 2013 A11 2 Pfd f 2 5, CU,MBERLAN'D COUNT`Y PENNSYLVANIA BARLEY SNYDER William F. Colby, Jr., Esquire Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK SUCCESSOR COURT OF COMMON PLEAS OF TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW STONE HOUSE AUTO SALES, LLC, CONFESSION OF JUDGMENT Defendant � n ��� n �� i I No. S �S ENTRY OF APPEARANCE Kindly enter the appearance of William F. Colby, Jr., Esquire, Keith Mooney, Esquire, Barley Snyder on behalf of Plaintiff, Susquehanna Bank, in the above - captioned matter. Serve all papers at 50 North Fifth Street, 2nd Fl., P.O. Box 942, Reading, PA 19603 -0942. Respectfully submitted, BARLEY SNYDER By �r�r Wi liam F. 61by, Jr., Esquire Keith Mooney, Esquire Attorney for Plaintiff 3935462 -1 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny RAnderson Sheriff MM Fri pk�+ty of effirlb" —j x G? Jody S Smith cn jc�: Chief Deputy Richard W Stewart -� Solicitors Ti4n.sIr era c Susquehanna Bank vs. Case Number Stonehouse Auto Sales, LLC 2013-4433 SHERIFF'S RETURN OF SERVICE 08/07/2013 01:35 PM- Deputy William Cline, being duly sworn according to law, served the requested Complaint in Complaint in Confession of Judgment and Notice Under Rule 2958.1 by handing a true copy to a person representing themselves to be Don Failor, Owner, who accepted as"Adult Person in Charge"for Stonehouse Auto Sales, LLC at 7086 Carlisle Pike, Silver Spring, Carlisle, PA 1 1 LIAM CLINE, DEPUTY SHERIFF COST: $34.78 SO ANSWERS, 6 N X� ,75"August 08, 2013 RbNO R ANDERSON, SHERIFF (c)CountySuite Sheriff,Teleosoff,Inc.