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HomeMy WebLinkAbout06-6605KEEPER WOOD ALLEN & R'AHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 COMMERCE BANK/HARRISBURG, NATIONAL ASSOCIATION Plaintiff v. HARRISON F. BINK and KATHLEEN T. BINK Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW / 4'/Lr~l CONFESSION OF JUDGMENT CONFESSION OF JUDGMENT By virtue of the authority conferred by each Guaranty, a copy of which is attached to the Complaint filed in this action, I appear for each Defendant and confess judgment in favor of the Plaintiff and against the Defendants for the sum of $89,312.55, and costs of suit. Eugene E. pinsky, Jr. Attorney for each Defendant by virtue of the authorization contained in the Guaranty • ~ KEEPER WOOD ALLEN 8c RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 COMMERCE BANK/HARRISBURG, NATIONAL ASSOCIATION Plaintiff v. HARRISON F. BINK and KATHLEEN T. BINK Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO. CONFESSION OF JUDGMENT NOTICE OF DEFENDANT'S RIGHTS A judgment in the amount of $89,312.55 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. Cumberland County Bar Association 32 S. Bedford Street Carlisle, Pennsylvania 17013 Telephone: (717) 249-3166 / (800) 990-9108 KEEPER WOOD ALLEN &RAHAL, LLP By: Eugene E. Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Commerce Bank/H'~rrisburg, National Association ' ~ KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS OF NATIONAL ASSOCIATION CUMBERLAND COUf~TY, PENNSYLVANIA Plaintiff CIVIL ACTION -LAW ~J • NO. OCe -~GeS C= L u c-~~ v. ~~~ HARRISON F. BINK and KATHLEEN T. BINK CONFESSION OF JUDGMENT Defendants COMPLAINT 1. Plaintiff Commerce Bank/Harrisburg, National Association is a national banking association, whose address is 3801 Paxton Street, Harrisburg, Pennsylvania 17111. 2. Defendant Harrison F. Bink is an adult individual, whose address is 133 S. 32"d Street, Camp Hill, Pennsylvania 17011. Defendant Kathleen T. Bink is an adult individual, whose address is 17 Stone Spring Lane, Camp Hill, Pennsylvania 17011. 3. On or about November 3, 2005, each Defendant, for good and valuable consideration, executed and delivered a commercial guaranty (the "Guaranty"). A true and correct copy of each 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. Each Guaranty provides that Plaintiff may confess judgment against Defendant after the amounts thereunder became due for the entire principal balance of the Guaranty and all accrued interest and late charges, together with costs of suit and an attorney's concession of ten percent (10%). 7. The amounts under the Guaranty have become due. 8. The amount due on the Guaranty as of November 8, 200, is $81,193.23: Ten percent (10%) of the unpaid principal balance is $8,119.32. KEEPER WOOD ALLEN &RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 9. This confession of judgment is not being filed against a natural person in regards to a consumer credit transaction. WHEREFORE, Plaintiff demands judgment against Defendants in the sum of $89,312.55, together with interest as may hereafter accrue and costs of suit. KEEPER WOOD ALLEN &RAHAL, LLP Date: November 9, 2006 13y: Eugene . Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 VERIFICATION The undersigned Angela Masser, hereby verifies and states that: She is Vice President of Commerce Bank/Harrisburg, National Association, Plaintiff herein; 2. She is authorized to make this Verification on its behalf; 3. The facts set forth in the foregoing Complaint are true and correct to the best of her knowledge, information and belief; and 4. She is aware that false statements herein are made subject to the penalties of 18 Pa. C.S. 4904, relating to unsworn falsification to authorities. Dated: November ~, 2006 COMMERCIAL GUARANTY jWaiurft Loan No eat[ !eon ,'~cevurt4 •~, •~~ Principal Loan Date Y :....... :.........~2Q'i.... ..... References in the shaded area are for Lender's use only and do not timrt the applicab~hty of this documient to any particular loan or item. inin "has been omitted due to text length limit8tions. Any item above coma 9 "'"" Lender: COMMERCE BANK/HARRISBURG N.A. 3orrOwer: The Montessori School & Children's House, Inc. COMMERCIAL'gUSINE$S DEPARTMENT ITIN: 90-0113'1941 100 SENATE AVENUE 5020 Ritter Road CAMP HILL . PA 17011 Mechanicsburg, PA 17055 (717) 975-5630 Guarantor: 133'South 32nd(StSreet 207 44-54401 Camp Hill, PA 17011 CONTINUING GUARANTEE OF PAYME NndAND'S aRFo R o AN eE^debtedness not Borrower ~osLende~na dupeef oma~ eeaandynotd oflscollect onfas guarantees full and punctual payme Borrower's obligations under the Note and the Related Documents. This is a guaranty o paY Lender can enforce this Guaranty a9a'nllateraarsecuring the ndebtedness,ath soGuaraa ty or any oAme9caa antsao etday fundsedWlehout setrofto' pay the Indebtedness or against any co will make any payments to lender or its order, on demand, in legal tender of the United States o deduction or counterclaim, and will otaean'oespoblgationsrarecontnblig9tions under the Nate and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Gu INDEBTEDNESS. The word "Indebtedneest thereon and a'll olle ton costssanldiegaleePpenses ae ated~theretonpermitted by law alttorneysafeesY one or more times, accrued unpaid inte arising from any and all debts, Iraha~ eeabl ywith others, owes or w~l owe Lender. ° ndebte and liab Ides ofrBor oweo and any present or fut re individually or collectively or inte c 9 debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute t ese • voluntarily or involuntarily incurred; due or to become secondahy'intn lure orar singtf omaa guaranty debts, Liabilities and obligations whether. contingent; liquidated or unliquidated; determined or undetermined; dvect or indirect; primary o or surety; secured or unsecured; joint or several or joint and several; evidenced by a edegoeiable or non-negotiable instrument or wasting; • barred or unenforceable against Borrower for any r ~ sn educed or ext ngu shedr and t en afteawards originated by Lender or another or others, be voidable for any reason (such as infancy, insanity, ultra vires or otherwisel; and original increased or reinstated. The above limitation on liability is not a restriction on the amount of the Note of Borrower ^o Le; der either in the aggregate or at any one im . uaranties, or hereafter receives additional guaranties 'a m affect ororinvalidatesanyhsuch otherlguaranties If Lender presently holds one or ma e g shall be cumulative. This Guaranty shall not (unless specifically provided below to t e co Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CON7INUING GUARANTY. THIS IS A "CO NDTINUING GUARANTY" UNDER WHICH GUARANTOR AC'GREES 70 GUARANTEE THE FULL AN SATISFACTION OF THE INDEBTEDNESS OF BORNOWERAN pAYDMENTS MADE ON THE PUNCTUAL PAYMENT, PERFORMANCE HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCO INDEBTEDNESS WILL NOT DISCHARGE 0 NESTS (EVEN WHEN ALOLROROPARTAOO THE OUTSTALND NG NNDEBTEDNESSAMAY BE AR ZERO REMAINING AND SUCCEEDING INDEBTED BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender. without the necessity of any acceptance by Len er, or a notice to Guarantor or to Borrower, and fwi I continue in full force until all the Indebtedness incursod or contr9cted before receipt by lender o nd finally paid and satisfied and all of Guarantor's othe;^ bwigitinons Guaeantor's wrttensnoticeaof any notice of revocation shall have been u Y been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only o revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such opt ter place as Lender may designate in writing. 1 only to advances or new Indebtedness created aftencludeathe Indebtednessdwhich at the time Written revocation of this Guaranty w II PP Y written revocation. For this purpose and without limitation, the term "new Indebtedness" does o of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or ue. nior for all the Indebtedness incurred by Borrower o i coo slof the Indebtednessr All renewtalsf This Guaranty will continue to bind Guara Guarantor's written notice of revocation, including any extensions, renewals, substitutions or mods c extensions, substitutions, and modificatioons of the Indebtedness granted after Guarantor s re t CC~ation, are contemplated under this Guaran be new Indebtedness. This Guaranty shall bind Guara uarantosts tdeathto Subje debote he foregoi g and, specifically will not be considered t both before and after Guarantor's death or incapacity, regardless of Lender's actual notice o Guarantor's executor or administrator or other legal representative may terminate this Guaranty in then same manner in which Guarantor mig t Release of any other guarantor or termination of any pnhee Guarant ~s shall notbaffectstheh alb'li~y have terminated ~t and with the same effect. A revocation Lender receives from any one or affect the liability of Guarantor under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness of any remaining Guarantors under this Guaranty. This Guaranty is covered by this Guaranty, and Guoarsn'f~e e~evoc tionkof th!sdGuarantyshall nottco oftthe Ind~b eidness remahnsGnpadtand even though the dollars (50.001. prior to Guaran binding upon Guarantor and Guarantor's heirs, successors and assigns so Icng as any Indebtedness may from time to time be zero dollars 150.001. rior to revocation as set forth above, to make GUARANTOR'S AUTHORIZATION TOtoEg~ability undertthisaGuara cy, from timettortimee~rlAth ?ftoodsytoPBoraowerh oeOOtherwisetto extend demand and without lessening Guara ment one or more additional secured or unsecured loans to Borrower, to lease equipment or o additional credit to Borrower; ed to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time or pay Hess or any part of the Indebtedness, including increasnes (~, dto tekeaand hold security for'therpayment of or other terms of the Indebt , Indebtedness; extensions may be repeated and may be fcr longer than the original loan to this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide nok to perfect, and release any such security, w~ (lateral; lDl to release, substitute, agree not to sue, or deal with any one or more of Borrower licationeof or without the substitution of new co endorsers, or other gu hantors on any terms or in any manner Lender may choose; lEl to determine how, when and w at ap II be made on the Indebtedness; IFl to apply such security and direct the order or manner of sale thereof, including payments and credits s a COMMERCIAL GUARANTY Loan No: 3333195 (Continued) Page 2 without limitation. a^y o selltlt ansfere ass gn o grantepaeticipations noa Iron a y part of the ndebtednessa andr iHl ato ass~gn'orltranlsfeet'h s maV determine: fGl t Guaranty in whole or in part. way the terms of this Guaranty: f81 this Guaranty ~s GUARANTOR'S REPREdStENe beeONmade to GuaRa norTwhich wourldnlimitroprqual fy in any ~arrants to Lender that iAl no representations agreements of a v executed at Borrowyt shis Guara tdY do•nottconflict with fore esult inCa defaut^u rdea anyllagr err,en9o~ otdeaut sofument bi di ~ upon Guarantor 101 the provisions o t I ,N, regulation, court decree or order applicable to Guarantor; fE1 Guarantor has not and will not. without and do not result in a violation of any a othecate, transfer, or otherwise dispose of all or substantially all of the prior written consent of lender, sell, lease, assign, encumber, hyp Guarantor's assets, or a d alltsuch f narncial informationewhich cuQUe tly hasrbee~r, and alol future f nancial'information wh c'h1w~rbetProvidedrto acceptable to Lende , Lender is and will be trueG^dno rmaterial adveasef1changeehas occuateld nr Guarantorrsnf nancialaconditiondsince the date ofathe most' recent information is provided; ( ) financial statements provided'toot admenisuatrve proce d ng orusimilarv act on (nc ud ng thosevtos unpaid taxes) agairtrst Guara for ~s P,endingl or no litigation, claim, investiga , threatened; 111 Lender has mfromnBoraowee onta continuing basis informatiornalegard nlgeBorrowerrs f Wane ald conldit on raGuarantoe agreles to adequate means of obtaining keep adequately informed from rsacrees that Lender shay havenno obl gation to disclose to Guahantoranany reformat on oefdocurments a gdaed by Guaranty, and Guarantor furthe g Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lentler with the following: Annual Statemen~ts• s eat and ncome'IStaltement'for the year lendedhprepared b yGtlarantoY It 201 days after the end of each fiscal year, Guarantor's Bala ce Tax Returns. As soon as available, but in no event later than one-hundred-twenty (1201 davs after the applicable filing date for i e tax reporting pericd ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to he 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. Ex? LotBorrowerb'tlBl btoamalke alnylpresentment~p otestsdemandhor nouceioi any kind`pincludingnnoticelofdany money or to extend other cred nonpayment of the I^ndorser,eos other guarantoaYn connection with the Indebtednesstoreinfconnection withothecc1e ationtof new or addtional Lender, any surety, e loans or obligations; ~Cla fairest or exhaustmany collateralche d by Lelnder from Boa oawer, any othernguarantor9 0 any other person;erlE) ato give ID) to proceed direct y g notice of the terms, time, and Plf the UniformuCommerc altCode' lF)p to puasue any other remedylwthin Lenderrs power~oerlG) tto oomm tt arny any other applicable provisions o act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives an^aond iA)rr9a^Y °onefactionbore ant-defciency'~aw oa'any other lalw which may prevent Lendeefrom brirtg~g a Y defenses arising by reaso action, including a clai xerciseeo'f'anpowe9aofssa euar(B,oranyefelectionaof remedierssby Lender which destroyseoe otherw seoadversely affects either judicially or by e Guarantor's subrogation ffghb ~easonr oftany lawh's~o1rp9o qualify ngn or d~schargingrthei ndebtedness;n (C1d1 any d lab lily oaoither defense of rights Guarantor may su e y Borrower, of any othe'n9 a ralntender,oof theolndebt dness r bDlf a anY right to claim discharge otethel'Indrebtedness oncthe bashstof unjust fled than payment in full 9 impairment of any colla d r there is outt and ng ndebEedness which is f nottbarredsbyf anyaapplicablenstatute of lim tations 9or bF) L anyedefenrses Guarantor is commence , given to guarantors at therwise, oQby any third party,tonlthe I debt dress and thereaftertlendee st for ed tolremat the amount of that payment whether voluntarily o 0 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, t e Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives a m acounterodemanderrecoupmenttoansimiae aightewhether such claimudemandnoeedghtdmayhbeGassertedfby the claim of setoff, counterclai Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTAk ow edge) off iRs sg CicanOce and Eo sequences arnd thatntundedr er circumstances,ftheewaaveessasetrea onabevand made with Guarantors u 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 shat e 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 Guarantors accounts with Len er with someone else and all accounts (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff woul e I~cable law, to hold these funds it there is a default, and Lender prohibited by law. Guarantor authorizes Lendwhaot Guarantortowes 1undebthep arms of this Guaranty. may apply the funds in these accounts to pay SUBORDINATION OF BORROWERIa DEBai GuaOraGtoAr mafyTnow haveaor^herre flee acqui a aga~instb8o ower, whether or notxBorrower becomes created, shall be superior to Y insolvent. Guarantor hereby expressly subordinates any claim Guarantor mal' have against '$orrower, upon any account whatsoever, to an claim that Lender may ^ an assi nmentr toot thegbenef B orf credito st by voluntafry I quidat on,ndreotherwuset lthe1 asset ooffBor owes app crab a to through bankruptcy, by 9 the payment of the claims of both Lender and Guarantor shall be have for acqu reaagasns~ Borro'weraopl'agabstLanyeassigneelorettustees ment in Guarantor does hereby assign to Lender all claims which it may ,after evidencing any debts or obligations of bankruptcy of Borrower; provided howevr gat such assignment shall be effective only for th- -purpose of assuring to Lender ful pay Legal tender of the Indebtedness. If Lendt requests, any notes or credit agreements now c Borrower to Guarantor shall be marked with a legend that the same are sutject to this^Guara~,., and shall be delivered to Lender. Guaran or ,,~„ ~,,, ~,,.,.... c.aro TOntc anti rnnnnuanon statements COMMERCIAL GUARANTY Loan No: 3333195 (Continued) Page 3 and to execute documents and to take such other actions as lender deems necessary or appropriate tp 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 undergtanding 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 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 enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and Legal expenses whether or not there ~s a lawsuit, including 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. This Guaranty has been accepted by Lander in the 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. or 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 it a provision of this Guaranty may be found to be invalid or unenforceable. If any qne or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary far Lender to inquire into the powers of Berrower 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. Na 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. 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 The Montessori School & Children's House. Inc. 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 Harrison F. Bink, 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 pdrticularly described in this Guaranty. Lender. The word "Lender" means COMMERCE BANK/HARRISBURG N.A., its successors andlassigns. 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, mddifications 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, coVlaterai mortgages, and all other instruments, COMMERCIAL GUARANTY page 4 Loan No: 3333195 (Continued) 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 PROTHONC ~ ARY OR CLERK OF ANY COURT IN THE COMMONV~IEALT4 OF PENNSYLVANIA, OR !ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND LN'TH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE NDEBTEONESS, TOGETHEDRAWITH OSTSS OF SUITDE AND AN VATTORNEY'SL COMMISS ON IOF TEON PERCENT A10%1 LOFETHEI UNPAID PRINCIPAL BALANCE ANO ACCRUED INTEREST FOR CGL~ECTiON, BU7 IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) O COPY OFJT DS GUARANTYD ERIF ED BYNAFOF DAVOTES ALL BE SUFFICIENT WAR ANDIA THE AUTDORITY GRANTED INITHlS GUARANOY 70 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. GONFESSION OFJ UDGMENTE AND STATES THAT ETHER AA EPRESENTATIOVEI OF OLENDER SPEC FICALLY CCALLEDTTH S CIONFESSION OF C JUDGMENT PROVISION 70 GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COON EACH UNDERSIGTIONGEACH GUARANTOR UNDERSTANDS THAT THIS GUARANTYOI/S EFFECTOIV!E U ON GUARANTOR'S EXECUTION AND TERMS. IN ADD DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL tERMINATED IN THE MANNER SET FORT IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER 1$ NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY t5 DATED NOVEMBER 3, 2005. THIS GUARANTY IS GIVEN UNDER SEAL AND IT tS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE ANO HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: . ~_ X fSeall H o F. Bink INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF r~ l) ~~"-(! ~~~ SS day of ~u~+"ti'a, Eh , 20 before me On this, the JJL(~~ ,the undersigned Notary Pu Itc, personally appeared arrison F. Bink, known to me for satisfactorily provenl to tie eth per3on whose name is subscribed to the within instrument, and a owledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal, f ~ / J n COMMONWEALTH OF PENNSYLVANIA (/Zx/ ~. Notarial Seat Joseph C. Romanak, Nobry Public ary Public in and for the State of Camp Hill 8oro, Cumberland County My Commission Expires Dec. 11, 2007 t' n Or Notaries Member, aennsyivan~a Assoc~a .o 6.•, t»l }006 .[,. ~... • r'•S Lrvw CrnlR [tO rC -__ _ ~s[. ••o .r...a. v. 6 ~. o0 oor c I~IDV-09-2006 13 ~ 46 t,vIVIMERCIAL GUARANTY P.01 ~'(!YY ;,• .:Mir V ~,~L:: iSK A1WC' ~ ~ ~.. ~:~'.~ ~~~'~~ x%y "~~~~~ ,11~. U7M+1~ CP...a. .:Y. ~kflLCi~ia .,x. • fix;; , xf'.. '~~,,u°..,~ur? ' _'~~z' ;.;:m+ ~ .aoxr',i'~;wn'~'a^ t ;a>;;• w`?S , ~} ~`":• •~„~ ,v~r. -`.~a•.'°i,...,a R.; - •n ,~w ::~„ , c.. :, '~~ .'.~w~ia....::::.. ,a', ume t Y p .....' ~ .~ `~~r i em. ~: ;:~..; ., .,. ;:, ::,:;.•......... ,... ..... ~ ~ to en articular loan ° Refercrnces in the shaded area are for Lender's use only and do not limit the applicability of this doe _ ___ _,._._., ,.,..,aininn ~• -^ has been omitted due to text length limitatons• mower: The Montessori Sehool & Children's House, Inc. ITIN: 90-0113194) 5020 Ritter Road Mechanicsburg, PA 17055 Lender: C~MMERCIALABUS NESSIDEPARTMENT 100 SENATE AVENUE CAMP HILL , PA 17011 (717) 976-5630 ~arantor: Kathleen T. Bink ISSN: 018-56.65861 133 South Second Street Camp H111, PA 17011 CONTINUING GUARANTEE OF PAm Mi and saDtisfaceion olAtheEndebt dnesanof Bor owcr tosLenderonanduthenperforman elYandddi cha gla~ of lal guarantees full and punctual pay 9orrower's obligations' uGuarane aotainstdGus-entlor eve °when Lendehrhas note exrhausted Lender's arem dies against anyonet else olblig tad to Lender can enforce th s Y 9 without set-off or pay the Indebtedness or [o fender or itslo-dearl on demanoein agar tanderlofhths UnitedSates of Ame9caran sametday tundsednsss. uarantor will make any payments deduction or counterclaim, and will otherwise perform 9orrower's Obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The WOed unnda dt n~seest thereon and all code lion cos ssanld ~egaleexpenses eelatedttheretonpermitted by llaw afro neysafeesy one or more times, etc u P arising from any andivel do rbirnelrchangeably with others, owes or wJl orwa Lender. ~'tndebtedness r includesefw'rthout ~mltatone oans,tadvaneesr individually or collect Y debts, overdratt indebtedness, credit card indebtsodnressOretransacteons thaitrenew'I extend, modify,lrrefi once rrconsol date or substit ~a these judgments against Borrower, tuture advances, . debts, liabilities and °olrgunli uida edhdetermined'or undeterminadY d iect o ~indeect;tprbmary or secondahy,intna ure or er singtf omaa gue a11LY contingent:liQUidated q or surety; secured or unSe hector o~~hers r barredaorounenforceable against Bor ower for any gesso lewhatsoaver9 for alny1transaca'onsrthat may originated by Louder or snot be voidable for any reason Isuch as infancy, insanity, ultra vitas or otherwise); and orrginated then reduced or extinguished and than afterwsr s increased or reinstated, The above limitation on liability is not a restricig oo heheai a trace vas additio al guaranties from Guarantor, Lenderg's tights under all guarerttias ll Lender presently holds one or more guarant e . sha-I he cumulative•w II be Guarrant Sseaggreg tee eb Ihy ufndelr the to mss afeth s Guaranty andrany such other unterm Hated guava ttesuararttres. Guarantor's liabilrty CONTINUING GUARAN7pERFORMANCECANDISATISFACTION OF'THE NDEBTEDNESS OF BORRbWERSTO LENDER,NNOW EXISTING OR PUNCTUAL PAYMENT, HEREAFTER ARISING NOT ~ SCHARGE OR DIMINISH GUARANTOR SUOBLIGATIONS ANDOLRABIL~aiTY UNDERPTHIS GUARANTDE FOR ANY INDEBTEDNESS WILL REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN AlL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A Z BALANCE FROM TIME TO TIME. DURATION OF GUARANTBorTowarC~, andnwill clontinue inetuil'lOOCaeu tilaa I the e dabs dness nrurred orrcontract dcbepore receipt by Lender o notice to Guarantor or tv any notice of revocation s falGuarat o@ eieetsatdrevolKephs GuaratntyeGuarantlorfmayronlyrdo soeinbwoting.s G sea tot's wr'rtte snotica at been performed in full. revocation must be mailed to Lender, by certiliedOrmaitoaadvances ord new Indabtednessocreatedoat erpactualsreceiptrbyaLendargolt Guarantor's Written revocation of this Guaranty will apply Y determined or due. written revocation, F nr rs contingent,auntiquida~ d ~ urtdelterm nedeomnot duenand twhichsla er becomes labs lu e'nldiquida~te`dss which at the trine of notice of revocat~o This Guaranty will continuef t0 vbcationUencluding anylextensionseenewals,csubstitutioesrorwmod'ficatonsrof the Indebtednassr All renawtals1 Guarantor's written notice o re o extensions, suestwrli~n°t benconsdartedtto be newelndebtedness ThseGuarta~ty shall bind Guarantor's est ranee tolthadlndebtednass created and, specitical y both before an cutoeroG adn,in stratot or other legal repre entalave may terminate his Guaranty n he same manner nuw)h'chtGuarantoegmight Guaranto s axe have terminated 'tolnGuaranto eundae th seGua enty a A revocationr ender receives frromtany one ar knoge Guararrtorsf shall notbaffect theh abil ty aflect the liab I ty of any remain1nGua an ntoand Guarantor apecifieatlylacknowledges end agrees that rsdu lions In rt a em unt of the ndabtednesa,leventto:tiro covered by th s tY dollars 150.001, Prior to Guarantor's written revocation of tfiis Guaranty shall not constitute a tar Inetion of this Guaranty. This Guaranty 1s binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indeb adness remains unpaid end even though the Indebtedness may Irom time to time be zero dollars (x0.001. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes i omatime to timefor(A)r prpor to revocation as setoorth aba e, tormaka demand and without lasscning Guarantor's lisbility under this Guaranty, one ar more additional secured or unsecured loans tore QrrV1°r extend, laccelara tip o ®other wa so~n9a °^° ° °rY'°r.stimes the time for payment additional credit to Borrower; lei t° alter, compromise, or other terms of the Indetss b nrcpet ed andpmay be foe ~ ~9 ~ehan the to iginal9oan t°em,s ICI dto takeaand hold seCU y for thetpayrt+ent of Indeotedness; extrusions may ertecl, and release any such security, wish this Guaranty or the indebtedness, and sxcnanga, enlorce, weave. subordinate, rail or decide not t0 p or wrthout the Substitution of new collateral; IOi to relemannCbLender maye Noose gu{Elortoedaterrrtlneyhow, owhen and who applioationeof .-__ _. ...~... ....s,an•n,a nn C1nv terms Or In inY .. .. ...____- .~ ,.~~~ •~....~nf ,n~l„A:nn NOV-09-2806 13~~7 P.02 COMMERCIAL, GUARANTY page 2 Loan No: 3333195 (Continued) without limitation, any nonjudiciat sale permitted by the terms of the controlling security agreement or dAad of trust. as Lender in its diaeretion may determine; (GI to sell, transfer, assign or grant participations in all ar any pert of the Indebtedness; and (H) to assign or transfer thle Guaranty In whole or in para. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that lA) 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; l8) this Guaranty is executed at Borrower's request and not at the request of Lender; ICI 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; IEI Guarantor ha3 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; IFI upon Lender's request, Guarantor will provide to Lender financial and credit information in forth acceptable to lender, and all such financial Information which currently has been, and all future financial information which will be provided to Lender is end will ba true and correct in all material reapeets and fairly present Guarantor's financial condltton as of the daces 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 ne event has occurred which may materially adversely effect Guarantor's financial condltton; IHI no litigation, claim, investigation, administrative proceeding or similar anion !including those for unpaid taxes) against Guarerttor is pendlnp or threatened; (U Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means at obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any feats, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further a '~ es that Lender shall have no obllgatlon to disclose to Guarantor any information or documents aequlred by Lender in the course of its relatio hID with Borrower. GUARANTOR'S FlNANCIAL STAT MENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than one hundred-twenty (120) days after the end of each ~scel year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. ~•- -„~ Tax Returns. As soon as available, but in no event later than one-hundred-twenty (120) days after the applicable filing data for the tax reporting period ended, Federal and 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 by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (AI to continua lending money or to extend other credit to Borrower (8) to make any presentment, prpteat, 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 outer guarantor in connection with the Indebtedness or in connection with the creation of nAw or additional loans or obligations; ICI to resort for payment or to proceed directly or at once against any person, inpluding Borrower or any other guarantor; (DI to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guaterttor, or any other parson; (El to Snro notice of the terms, time, and place of any public or private sale of persoUas er epten then remedelwthinL L nd tra powsr~or rIG) tt tom it any any other applicable provisions of the Uniform Commercial Code; tFl m P Y y 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 i~cluding, but not limited to, any rights or defenses arising by reason of IA1 any "one action' or 'snti•deficiency" law or any other law whie may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement br completion of any foreclosure aetlon, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which dastroya or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower far reimbursemor~t, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (CI any disability or ocher defense of Borrower, of any other guarantor, or of any other poraon, 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; IDI any right to claim discharge of the Indabtsdnass on the basis of unjustified impairment of any collateral for the Indebtedness; (~ any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is ca enc6d, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or IFI any defenses given to guarans at law or in equity other than actual payment and performance of the Indebtedness. If paymertt is made by Borrower, whether volunt `' y or otherwise, ar by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower''s'stee in bankruptcy or to any similar person under any federal or state bankruptcy law ar 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 amounR guaranteed under thla Guaranty for arty claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the eorrowcr, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITW RESPECT TO WAIVERS. Guaralttor 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 ere 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 bo effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. Te the extant permitted by applicable law, Lender reserves a right Of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some ether account). This includes all accounts Guarantor holds jo~ntly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or an trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable -aw, to hold these funds if there is a detau-t, and Lender may apply the funds in these accounts to pay what Guarantor owes under the corms of this Guaranty.', SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now a:fisting or hsroafter created, shall ba superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insOlvern_ Guarantor hereby expressly subordinates any claim Guarantor may have against Borrow r. upon any account whatsoever, to anY claim that Lender may now or hereafter nave against Borrower. In the event of Insolvency end cones wont liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary Ilquldatlon, or other isa, the assets of Borrower applicable t0 the payment of the Clbim3 of both Lcndor and Guarantor shall be paid to Lender and shall be first eppHed by Lender to the Indebtedness. Guarantor flocs hereby assign to Lander all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy or Borrower; provided however, thatch assignment shall be affective only for the purl'~Of assuring to Lender full payment in legal tender of the Indebtedness. If Lender ao re .s, any notes or credit agreements now or heron :videncing any debts or obligations of Borrower te~Guarancor shall be marked with a lag..,~d that the same are subject to this Guaranty anu shell ha dAI;VArA/r .n I enrln. r.,.....,.,,. NOU-09.-2ab6 13 47 P•a~ COMMERCIAL GUARANTY page 3 pan No: 3333795 {Continued) nd to execute doCUments end to take Such other actions as Lender deems necessary or appropriate to p@rfect, preserve and enforce its rights .Hoer this Guaranty. AISCELLANEOUS 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 oe effective unless given in writing end 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 bll 01 Lender's costs and expenses. including tender's 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 enforce this Guaranty, and Guarantor shall pay the costs end expenses of such anlorcement, Costs and expenses include Lender's attorneys' Ices and legal expenses whether or not there ~a a lawsuit, including attorneys' lees and legal expenses for bankruptcy proceedings (including efloft9 to modify or vacate any automatic stay or injunctionl, appeals, and any anticivated post-judgment collection services. Guarantor also shall pay all court costs and such additia~al tees 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 o- define the provisions of this Guaranty. Governing Law. Tfiis Guaranty will be governed by federal law applicable to Lendor end, to the erctant not preempted 6y federal law. th^ fawn of the Commonweahh of Pennsylvania whhout regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonweahh o1 Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and rully understands the terms of this Guaranty: Guarantor has had the opportunity to be advised by Guarantor's attorney with resoecTto this Guaranty; the Guaranty Cully reflects Guarantor's intentlans and parol evrdenre is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lendebreacttlb sGuarantor of the claims, damages, and costs iincluding lender's attorneys' tees) suffered or incurred by Lender as a result of any V warranties, representations end agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, than III 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 then 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 at each of them, It a court linos that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean shat the rest of this Guaranty will not be valid or enforced. There ore, a court will enforce the rest of the provisions of this Guaranty even it 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 Lendor to inquire into the powers of Borrower o- Guarantor or of the officers, directors, partners, managers, or ocher agents acting or purporting to act on their behalf, and any indebtedness made o- created in reliance upon the professed exercise of such powers shall ba guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shalt be given in wilting, and, except for revocation notices by Guarorrtor, shall be effective when actually delivered, whew actually received by telefacsimlle (unless otherwise rovuired by fowl, when deposited with a nationally recognized overnight courier, or, it mailed, when deposited in the United States mail, as first class, Certified or registCred mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All .evocation notices by Guarantor shall be in writing and shad be effective upon delivery to Lknde- 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 Cho party's address. For Ilcable a w,of there isr ore agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by app' than one Guarantor, enY 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 shat) operate as a waiver of such right or any other right. A wofver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to darttand strict compliance with that provision or any other provision o1 this Guaranty. No prior waiver by Lender, not any course of dealing between LenCOr end Guarantor, shall constitute a waiver o1 any of Lender's rights or of any of Guarantor's obligations as to arty future transactions. Whenever the consent o! 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 eases such consent may be granted or withheld in the sole discretion of lender. Successors end Assigns. The terms o1 this Guaranty shall be binding upon Guarantor, end upon Guarantor's heirs, personal representatives, successors, end assigns, and shalt be enforceable by Lander end its successors and assigns. DEFINITIONS. The toltowing 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 shag include the singular, as the context may require. Words and terms not otherwise detlned in this Guaranty shelf have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means The Montessori School & Children's House, Inc, and includes alt 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 Kathleen T. Sink, and in each ease, any signer's successors and assigns, Guaranty, The word 'Guaranty" means thi9 guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lendor ns more particularly described in this Guaranty. Lender. The word "Lender' means COMMERCE BANKIHARRISBURG N.A., its successors and a~signs. Nose. The word "Note" means and includes without limitation ell 01 Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals ol, extensions ol, modifications ot, ralinencings of, consolidations of and substitutions for promissory notes or credit agreements. ...___~ ~__......._., Yi.o u,nrrlt "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental .. .. _ --_-__ "_~ .II ntF.er ~~etn imOntR. NOV-Q9-2ea6 13 47 Loan No• 3333195 COMMERCIAL GUARANTY (Continued) P.04 Page 4 agreements and documents, whether now ar hereafter eYlsting, executed in connection with the lndebtednese. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES ANO EMPgWERS 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 ANO WITH OR WITHOUT CON~IPLAINT 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, TOGE71iER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10961 OF THE UNPAID PRINCIPAL aALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS fa600- A COPY OF THIS GUARANTY VERIF EOSBYNAFOFIDAV TESHALLUBE SUFFICIENT WARRANT ATHE AUTHORITY GRANTED WITH S GUARNRANOY 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 DF 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. EgCH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO RS 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 TERIWIINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "OURgTION OF GUARANTY". NO FORMAL ACCEPTANCE BY (ENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 3, 2005. THIS GUARANTY IS GIYEN UNDER SEAL AND R IS INTENDED THAT THIS GUARANTY 13 AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT aCCORDING TO LAw. GUARANTOR: x ,~~~ ~-~~~,~ ~. (seal, ~thlesn . Blnk INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ~~~y,J~p ) SS COUNTY OF """'""` `~ ~anc~ 1 ~ n this, the r" day of ~ 1~ r . 20 0 s ,before m~~e ,the underargned Notary ubtlc, personal y appaand KaSelesn T. Slnk, known to me (or satisfactorih- provenl to be the person whose name is subscribed to the within instrument, and acknowledged thastt he or she executed the same for the Durposes thareln contained. In wltnsss whereof, 1 hsrauntc sat my hand and official coal. Noherial Seal F~,beoca Se~hrist, Notary Public camp Htl Boro. Cumberland County MY Comm~ssian Expires Dec. g, 2008 ~A,~Q,r ~a . ~~. M /Pi~J1it~C. ,~ - -- - Notary Public in and for the State of M IM. m~ YO~Y 11~. •M ,.,~ NOIi-a9-~J06 1347 P.OS • - D1SCL05~'',.~1RE FOR CONFESSION OF J~~GIVIENT .... ~. - in the shaded area are for Lender's use only and do not limit the appllcablllry of this docu ant to an articular loan or item. References -•-r.-.. ••.. .., ,..••~.•. Y P Anv item above containing """ has been omitted dve to text length limit bons. 3orrower; The Montsasorl School & Children's House, Inc. ITIN: 90-011 3 7 941 5020 Ritter Road Mechanicsburg, PA 17066 Lender: COMMERCE BANK/HARRISBURG N.A, COMMERCIAL BUSINESS DEPARTMENT 100 SENATE AVENUE CAMP HILL , PA 17011 1717) 976-68$0 D9CIEr9nt: Kathleen 7. Blnk ISSN: 018.56.6586) 133 South Second Saeet Camp Hill, PA 1'1011 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS ~ DAY OF /UDII~,t~Yl V~ 20 ~ A GUARANTY OF A PROMISSORY NOTE FOR 530,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDRY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, 1 AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAWST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME 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 FORECLOSWG UPON, ATTACHING. LEVYING ON, TAKING POSSESSION OF OR OTHFeRWISE BERING MY PROPERTY. IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. W EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICH ANO A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, 1 AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE ANO FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: «~.. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE. BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LLGAL COUNSEL IN CONNECTION WRH TH8 GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 110.000; THAT THE BLANKS IN THIS DISCLgSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED R; AND THAT 1 RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND R 1S INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE ANp HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: Keth~l n T. 61nk uses r"o la~lss. w. s a.os ow C,p• Il~lw~ K,~rY S,N,b"e ror. INT. 200% M IYyl1~ vti . M IL1 k YL»f~ rs.n ~ ~ ^0 c- ~- ' - ~ ~ ~ ~ _ ~4 ~ ~ a -~ _ .; R,, ~ ~ n ~. , ._ _ ~ `--, cn ~ ~ ~ `.~ -c • KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS OF NATIONAL ASSOCIATION CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff CIVIL ACTION -LAW /J~ v. HARRISON F. BINK and CONFESSION OF JUDGMENT KATHLEEN T. BINK Defendants NOTICE To: HARRISON F. BINK and KATHLEEN T. BINK, Defendants You are hereby notified that on November ,,[~., 2006, judgment by confession was entered against you in the sum of $89,312.55 in the above captioned ~ se. Dated: November, 2006 YOU SHOULD TAKE THIS PAPER TO YOUR LAW~ER AT ONCE. IF YOU DO NOT HAVE A LAWYER ORIND OUT WHERE DYOU CAN GEOT LEGAL HELP. NE THE OFFICE SET FORTH BELOW TO F Cumberland County Bar Association 32 S. Bedford Street Carlisle, Pennsylvania 17013 Telephone: (717) 249-3166 / (800) 990-9108 I hereby certify that the following is the address of the defendant(s) stated in the certificate of residence. Harrison T. Bink Kathleen T. Bink 133 S. 32"d Street 17 Stone Spring Lane Camp Hill, PA 17011 Camp Hill, PA 17011 Attorney for Plainti (s) ' ~ KEEPER WOOD ALLEN Sc RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 COMMERCE BANK/HARRISBURG, IN THE COURT OF COMMON PLEAS OF NATIONAL ASSOCIATION CUMBERLAND COUNfiY, PENNSYLVANIA Plaintiff v. HARRISON F. BINK and KATHLEEN T. BINK Defendants CIVIL ACTION -LAW NO. ~~.. -- ~LUi~ T~~ CONFESSION OF JUDGMENT NOTICE HARRISON F. BINK and KATHLEEN T. BINK, Defendido Usted esta siendo notificando que el ~ de November del 2006, se anoto en contra suya un fallo por confesion en la suma de $89,312.55 en el caso mencionado en el epigrafe. FECHA: November ~, 2006 Prothonotary USTED DEBE LLEVAR IMMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O PO EDE ENCONTRAR ASISTENCInA LEGAL. A ~ SIGUIENTE OFICINA PARA AVERIGUAR DONDE Cumberland County Bar Association 32 S. Bedford Street , Carlisle, Pennsylvania 17013 Telephone: (717) 249-3166 / (800) 990-9108 Certifico que la siguiente direction es la del defendido/a segun indicada en el certificado de residencia: Harrison T. Bink Kathleen T. Bink 133 S. 32"d Street 17 Stone Spring Lane Camp Hill, PA 17011 Camp Hill, PA 17011 Attorney or Plainti (s) KEEPER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 COMMERCE BANK/HARRISBURG, NATIONAL ASSOCIATION Plaintiff v. HARRISON F. BiNK and KATHLEEN T. BINK Defendants TO THE PROTHONOTARY: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW NO. 06-6605 CIVIL TERM CONFESSION OF JUDGMENT PRAECIPE Please mark this judgment "Satisfied" by order of the Plaintiff. KEEPER WOOD ALLEN & RAHAL, LLP Date: May 7, 2007 By: Eugene . Pepinsky, Jr. Attorney 1.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff r-~ C"'~ ~ ' ~ ° ~. ._ ..a ~ ~ ~~ t ':: ~: ik ~~y tt_ '_ ~?~ [~i ~ t _ ~~ ... ~'~