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HomeMy WebLinkAbout02-2104oa- a104 PERSONAL GUARANTY OF S. ELIZABETH WRIGHT Seller: Purchaser: Margaret M. Balaban Glenwood Group, Fortress 1 Redbud Drive Management Inc, Trustee Mechanicsburg, PA a Pennsylvania Trust 17050-1803 domiciled in Cumberland 1County, Pennsylvania AMOUNT OF GUARANTY: $117,950.00 Guarantor: S. Elizabeth Wright 31 Circle Drive Camp Hill, PA 17011-2609 CONTINUING GUARANTY: For good and valuable consideration, S. ELIZABETH WRIGHT ("Guarantor") absolutely and unconditionally guarantees and promises to pay to MARGARET M. BALABAN ("Seller"), or her order, in legal tender of the United States of America, the indebtedness (as that term is defined below) of GLENWOOD GROUP, FORTRESS MANAGEMENT INC, TRUSTEE ("Purchaser") to Seller on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is $117,950.00 and the obligations of Guarantor are continuing. DEFINITIONS. The following words shall have the following meanings when used in this Guaranty: Purchaser: The word "Purchaser" means Glenwood Group, Fortress Management Inc, Trustee, a Pennsylvania Trust domiciled in Cumberland County, Pennsylvania. Guarantor: The word "Guarantor" means S. Elizabeth Wright, 31 Circle Drive, Camp Hill, PA 17011-2609 Guaranty: The word "Guaranty" means this Guaranty made by Guarantor for the benefit of Seller dated April 26, 2002 Indebtedness: The word "Indebtedness" is used in its most comprehensive sense and means and includes the April 26, 2001 Mortgage Bond and the April 26, 2001 Mortgage executed by Purchaser and in the face amount of $117,950 together with interest as set forth in that certain Mortgage Bond dated April 26, 2001 (a copy of which is attached hereto, made a part hereof and marked Exhibit "A") as well as all liabilities, obligations, debts, indebtedness, etc. to Seller, arising from the Mortgage dated April 26, 2002 and this transaction. Seller: The word "Seller" means Margaret M. Balaban, her successors, heirs and assigns. Related Documents: The words "Related Documents" means and include without limitation all Mortgage Bonds, Mortgages, Real Estate Sales Agreement and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtedness. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall be $117,950.00. NATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and continuous for so long as this Guaranty remains in force. Guarantor intends to guarantee at all times, the performance and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of all indebtedness. Accordingly, no payments made upon the indebtedness will discharge or diminish the continuing liability of Guarantor in connection with any remaining portions of the indebtedness or any of the indebtedness which subsequently arises or is thereafter incurred or contracted. DURATION OF GUARANTY. This Guaranty will take effect April 26, 2002 without the necessity of any acceptance by Seller, or any notice to Guarantor or to Purchaser, and will continue in full force until all indebtedness incurred or contracted before receipt by Seller of any notice of revocation shall have been fully and finally paid and satisfied and all other obligations of Guarantor under this Guaranty shall have been performed in full. This guaranty will continue to bind Guarantor for all indebtedness incurred by Purchaser, including any extensions, renewals, substitutions or modifications of the indebtedness. This guaranty shall bind the estate of Guarantor as to indebtedness created both before and after the death or incapacity of Guarantor, regardless of Seller's actual notice of Guarantor's death. This guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the guaranteed indebtedness remains unpaid. GUARANTOR'S AUTHORIZATION TO SELLER. Guarantor authorizes Seller, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (a) 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; (b) to release, substitute, agree not to sue, or deal with any one or more of Purchaser's sureties, endorsers, or other guarantors on any terms or in any manner Seller may choose; -2- (c) to determine how, when and what application of payments and credits shall be made on the indebtedness; (d) 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 Seller in its discretion may determine; (e) to sell, transfer, assign, or grant participation in all or any part of the indebtedness; and (f) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATION AND WARRANTIES. Guarantor represents and warrants to Seller 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 Purchaser's request as well as at the request of Seller; (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 and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (e) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Seller: (a) 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 non-action on the part of Purchaser, Seller, any surety, endorses, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (b) to resort for payment or to proceed directly or at once against any person, including Purchaser or any other guarantor; (c) to proceed directly against or exhaust any collateral held by Seller from Purchaser, any other guarantor, or any other person; -3- (d) to give notice of the terms, time and place of any public or private sale of personal property security held by Seller from Purchaser or to comply with any other applicable provisions of the Uniform Commercial Code; (e) to pursue any other remedy within Seller's power; or (f) 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 arising by reason of: (a) any election of remedies by Seller which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Purchaser for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the indebtedness; (b) any disability or other defense of Purchaser, of any other guarantor; or of any other person, or by reasons of the cessation of Purchaser's liability from any cause whatsoever, other than payment in full in legal tender, of the indebtedness; (c) any right to claim discharge of the indebtedness on the basis of unjustified impairment of any collateral for the indebtedness; (d) any statute of limitations, if at any time any action or suit brought by Seller against Guarantor is commenced there is outstanding indebtedness of Purchaser to Seller which is not barred by any applicable statute of limitations; or (e) any defenses given to guarantors at law or in equity other than actual payment and performance of the indebtedness. If payment is made by Purchaser, whether voluntarily or otherwise, or by any third party, on the indebtedness and thereafter Seller is forced to remit the amount of that payment to Purchaser's trustee in bankruptcy or to any third party, on the indebtedness and thereafter Seller is forced to remit the amount of that payment to Purchaser'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 enforcement of this Guaranty. 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 extend permitted by law or public policy. -4- SUBORDINATION OF PURCHASER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness of Purchaser to Seller, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Purchaser, whether or not Purchaser becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Purchaser, upon any account whatsoever, to any claim that Seller may now or hereafter have against Purchaser. In the event of insolvency and consequent liquidation of the assets of Purchaser, through bankruptcy, by an assignment to the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Purchaser applicable to the payment of the claims of both Seller and Guarantor shall be paid to Seller and shall be first applied by Seller to the indebtedness of Purchaser to Seller. Guarantor does hereby assign to Seller all claims which it may have or acquire against Purchaser or against any assignee or trustee in bankruptcy of Purchaser; provided however, that such assignment shall be effective only for the purpose of assuring to Seller full payment in legal tender of the indebtedness. If Seller so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Purchaser to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Seller. Guarantor agrees, and Seller hereby is authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Seller 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. Applicable Law. This Guaranty has been delivered to Seller and accepted by Seller in the Commonwealth of Pennsylvania. If there is a lawsuit, Guarantor agrees upon Seller's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Seller and Guarantor hereby waive the right to any jury that in any action, proceeding, or counterclaim brought by either Seller or Guarantor against the other. The Guaranty may be covered by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Seller's costs and expenses, including attorneys' fees and Seller's legal expenses, incurred in connection with the enforcement of this Guaranty. Seller may pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and -5- expenses include Seller's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (and 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. Notices. All notices required to be given by either party to the other under this Guaranty shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and, except for revocation notices by Guarantor, shall be effective when actually delivered or when deposited with a nationally recognized overnight courier, or when deposited in the United States mail, first class postage prepaid, addressed to the party to whom the notice is to be given at the address shown above or to such other addresses as either party may designate to the other in writing. All revocation notices by Guarantor shall be in writing and shall be effective only upon delivery to Seller as provided above in the section titled "DURATION OF GUARANTY." For notice purposes, Guarantor agrees to keep Seller informed at all times of Guarantor's current address. Interpretation. In all cases where there is more than one Purchaser 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 Purchaser named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Purchaser" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Purchaser," and "Seller" include the heirs, successors, assigns, and transferees of each of them. 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. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not render the provision invalid or unenforceable as to any other persons or circumstances, and all provisions of this Guaranty in all other respects shall remain valid and enforceable. If any one or more of Purchaser or Guarantor are corporations or partnerships, it is not necessary for Seller to inquire into the powers of Purchaser or Guarantor or of the officers, directors, partners, or agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers all be guaranteed under this Guaranty. -6- Waiver. Seller shall not be deemed to have waived any rights under this guaranty unless such waiver is given in writing and signed by Seller. No delay or omission on the part of Seller in exercising any right shall operate as a waiver of such right or any other right. A waiver by Seller of a provision of this Guaranty shall not prejudice or constitute a waiver of Seller's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Seller, nor any course of dealing between Seller and Guarantor, shall constitute a waiver of any of Seller's rights or any of Guarantor's obligations as to any future transactions. Whenever the consent of Seller is required under this Guaranty, the granting of such consent by Seller 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 Seller. 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 A DEFAULT UNDER THIS GUARANTY, AND WITH OR WITHOUT COMPLAINT FILED, AS OF ANY TERM, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY, ALL ACCRUED INTEREST, LATE CHARGES, AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY SELLER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS TOGETHER WITH INTEREST ON SUCH AMOUNTS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF FIVE (5%) PERCENT 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, EXCEPT ANY NOTICE AND/OR HEARING REQUIRED UNDER APPLICABLE LAW WITH RESPECT TO EXECUTION OF THE JUDGMENT, AND STATES THAT EITHER A REPRESENTATIVE OF SELLER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. -7- THE UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, THE GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO SELLER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY." NO FORMAL ACCEPTANCE BY SELLER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED APRIL 26, 2002. THIS GUARANTY HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED. WITNESS: GUARANTOR: ??? ??? ? Seal) S. ELIZ ETH WRIGHT Guaranty-Lizabeth-I agr -8- COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND On this, the 26`h day of April, 2002, before me, a Notary Public, the undersigned officer, personally appeared S. Elizabeth Wright, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purpose therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. NOTARIAL SEAL Jeanette L. Pennington, Notary Public Susquehanna Township, County of Dauphin My Commission Expires Sept. 10, 2005 I hereby certify that the precise address of the above named Seller is: I Redbud Drive Mechanicsburg, PA 17050-1803 WILLIAM R. BALABAN, ESQUIRE, Attorney for Seller S- Ll1 ? r CO c ] iJ ?zz J 4- J h vi c C N U j (r1 I - its ?d V O Margaret M. Balaban } In the Court of Common Pleas of } Plaintiff vs. } S. Elizabeth Wright Cumberland County, Pennsylvania Judgment in favor of Plaintiff on July 30 , 2007 fors 117,950.00 No. 02-2104 Terra Defendant Margaret M. Balaban Plaintiff in the above Judgment, do appear and acknowledge that I this day have had and received and from S. Elizabeth Wright the defendant in the above Judgment, full payment and satisfaction of the same, with interest and costs, and desired that satisfaction therefore shall be entered upon the records thereof. And former, I do hemby authorize and empower Curtis R. Long the Prothonotary of said Court, to appear f or me and in my now and stead to enter full satisfaction upon the record of said Judgment, as fully and effectually, to all intents and purposes, as Y could were I personally present in person to do so. And for so doing this shall be your sufficient warrant of authority. In testimony whereof, I have hereunto set our hands and seals this 30th day of July A.D.20 07 . (scar) arg ret M. Balaban (Seal) State of Pennsylvania } County of 2 NottliUbWak) Dauphin Personally appeared before me, the subscriber, Margaret M. Balaban (seal) the Plaintiff in the above Judgment, and in due form of law acknowledged the within and foregoing Power of Attorney to satisfy the Judgment set forth, to be her act and deed, and desired that the same shall be filed of record in the office of the Prothonotary of the Court of Common Pleas of said County, 30th July In testimony whereof; I have hereunto set my hand and seal this day of A.D. 20 0 7 (Sea]) ore y M. Scott, Notary Nub-'c (Seal) , t COMMONWEALTH OF PENNSYLVANIA Notarial Seal Dopy M. Scott, Notary 'ublio City of Harrisburg, Dauphin Co MY Commission Expires Sept. 11, k009 Member, Penny "'a Rssa=on of Notaries C ? ? ? ? ? ? s b ? ? ? ?^^-,y ?t't ? r C.d? . . ? ?l.f < .- ? }. ti 1 Ct . '?' , y? t F? ?