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HomeMy WebLinkAbout07-5453. ' . + IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: a'f _ 5'{53 li tV i l TVfM CHAMBERSBURG, PA 17201-6010 . Plaintiff, vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. CONFESSION OF JUDGMENT Pursuant to the authority in the Warrant of Attorney contained in the aforesaid Note One and Note Two, and the Guazantees thereof, copies of which are attached to the Complaint filed in this action, I appeaz for the Defendants and confess judgment in favor of Plaintiff and against Defendants as follows: COUNTI CONFESSION OF JUDGMENT UNDER NOTE ONE AND ITS GUARANTEES Principal (Note One) as of August 30, 2007 $17,625.24 Interest (through August 30, 2007) $ 281.15 Late Charges $ 8.66 Sub-Total $17,915.05 Attorney's Fees and Costs (10% of the total amount due) 1 791.56 TOTAL NOTE ONE $19,706.56 with interest on the principal sum of the Note One ($17,625.24) from August 31, 2007 at $5.63 per diem. t COUNT II CONFESSION OF JUDGMENT UNDER NOTE TWO AND ITS GUARANTEES Principal (Note Two) As of August 30, 2007 $15,611.49 Interest (through August 30, 2007) $ 211.78 Late Charges ~•~ Sub-Total $15,845.71 Attorney's Fees and Costs (to% of the total amount due) 1 584.58 TOTAL NOTE .TWO $17,430.29 with interest on the principal sum of the Note Two ($15,611.49) from August 31, 2007 at $4.99 per diem. GRAND TOTAL $37,136.73 with interest on the principal sum of Note One and Note Two ($33,236.73) from August 31, 2007 at $10.62, and brings said instrument to JAMES, to recover the said sum. BY: ~/ Scott . Dietteri c, Esquire Att eys for Defendants PRO HAC VICE PA I.D. # 55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 & CONNELLY LLP IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBERSBURG . COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: CHAMBERSBURG, PA -17201-6010 . Plaintiff, vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY TYPE OF PLEADING: Defendants. CIVIL ACTION -COMPLAINT IN CONFESSION OF JUDGMENT TO:. DEFENDANT(s) FILED ON BEHALF OF: YOU ARE HEREBY NOTIFIED TO PLEAD TO THE Farmers and Merchants Trust ENCLOSED COMPLAINT WITHIN TWENTY (20) DAYS Company Of Chambersburg, Plaintiff FROM SE VICE HEREOF OR A DEFAULT JUDGMENT MAY BE D AGAIN You. COUNSEL OF RECORD FOR THIS PARTY: Scott A. Dietterick, Esquire Pa. LD. #55650 A I HEREBY CERTIFY THAT THE ADDRESS OF THE PLAINTIFF IS: 20 South Main Street, P.O. Bos 6010 . Chambersburg, PA 17201-6010 AND THE DEFENDANT(S): CareyCorp, -Inc. 503 Bridge Street, Suite112, New Cumberland, PA 17070 Brian H. are and Lori J. Carey 390 Beny~u ~pe, New Cumberland, PA 17070 PLAINTIFF JAMES, SMITH, DIETTERICK & CONNELLY LLP P.O. Box 650 Hershey, PA 17033 (717) 533-3280 IN THE COURT OF COMMON PLEAS OF CUME~tLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBERSBURG . COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: CHAMBERSBURG, PA 17201-6010 Plaintiff, vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. CIVIL ACTION -COMPLAINT IN CONFESSION OF JUDGMENT And now comes Farmers and Merchants Trust Company of Chambersburg ("F&M Trust"), by its attorneys, James, Smith, Dietterick & Connelly, LLP, files this Complaint in Confession of Judgment as follows: F&M Trust ("Plaintiff'), is a financial institution under the laws of the United States of America, with its principal place of business located at, 20 South Main Street, P.O. Box 6010, Chambersburg, PA 17201-6010. 2. Defendant, CazeyCorp, Inc. a/k/a CazeCorp, ("Defendant CazeyCorp") is a Pennsylvania corporation with its principal place of business located at 503 Bridge Street, Suite 112, New Cumberland, Pennsylvania 17070. 3. Defendants, Brian H. Carey and Lori J. Cazey (collectively referred to as "Defendant Cazey'~ are adult individuals residing at 390 Benyou Lane, New Cumberland, PA 17070. (hereinafter, Defendant CazeyCorp and Defendant Cazey will be collectively referred to, from time to time, as "Defendants"). 4. On or about October 1, 2001, Defendant CazeyCorp executed and delivered a certain Promissory Note in favor of Plaintiff in the original principal amount of $20,000.00 ("Note One's, which Note One authorized Confession of Judgment. A copy of said Note One, containing a Warrant of attorney, is mazked Exhibit "A", attached hereto and made a part hereof. 5. On or about October 1, 2001, Defendant Cazey both executed and delivered to Plaintiff a Commercial Guaranty ("Note One Guarantees") irrevocably guarantying and becoming surety for all obligations of Defendant CazeyCorp to Plaintiff under Note One, which Note One Guazantees authorized Confession of Judgment. Copies of the Note One Guazantees, each containing a Wazrant of Attorney, are mazked Exhibit "B", attached hereto and made a pazt hereof. 6. On or about October 4, 2001, Defendant CazeyCorp executed and delivered a certain Promissory Note in favor of Plaintiff in the original principal amount of $30,000.00 ("Note Two"), which Note Two authorized Confession of Judgment. A copy of said Note Two, containing a Warrant of Attorney, is mazked Exhibit "C", attached hereto and made a part hereof. 7. On or about October 4, 2001, Defendant Cazey both executed and delivered to Plaintiff a Commercial Guazanty ("Note Two Guarantees") irrevocably guarantying and becoming surety for all obligations of Defendant CazeyCorp to Plaintiff under Note Two, which Note Two Guarantees authorized Confession of Judgment. Copies of the Note Two Guarantees, each containing a Warrant of Attorney, aze mazked Exhibit "D", attached hereto and made a part hereof. COUNTI CONFESSION OF JUDGMENT NOTE ONE AND ITS GUARANTEES 8. Plaintiff hereby incorporates by reference its averments in Pazagraphs 1 through 7 as if set forth fully herein. 9. Neither Note One nor the Guarantees thereof, has been released, transferred or assigned. 10. Judgment has not been entered against the befendants on Note One or the Note One Guarantees in any jurisdiction. 11. Defendant CareyCorp is in default under the aforesaid Note One and Defendant Carey under the Guarantees thereof, for failure to pay installments of principal and interest when due. 12. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 13. The itemization of the amount due, including interest and attorneys' fees as authorized by the Note One is as follows: Principal (Note One) as of August 30, 2007 $17,625.24 Interest (through August 30, 2007) $ 281.15 Late Charges ~ 8.66 Sub-Total $17,915.05 Attorney's Fees and Costs (lo"/o of the total amount flue) 1 791.56 TOTAL NOTE ONE $19,706.56 with interest on the principal sum of the Note One ($17,625.24) from August 31, 2007 at $5.63 per diem. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in Note One and the Note One Guarantees, demands judgment against the Defendants in the amount of $19,706.56 with interest on the principal sum ($17,625.24) from August 31, 2007 at $5.63 per diem, and brings said instrument to Court to recover the said sum. COUNT II CONFESSION OF JUDGMENT UNDER NOTE TWO AND ITS GUARANTEES 14. Plaintiffhereby incorporates by reference its averments in Paragraphs 1 through 13 as if set forth fully herein. 15. Neither Note Two nor the Guarantees thereof, has been released, transferred or assigned. 16. Judgment has not been entered against the Defendants on Note Two or the Note Two Guarantees in any jurisdiction. 17. Defendant CareyCorp is in default under the aforesaid Note Two and Defendant Carey under the Guarantees thereof, for failure to pay installments of principal and interest when due. 18. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 19. The itemization of the amount due, including interest and attorneys' fees as authorized by the Note Two is as follows: Principal (Note Two) As.of August 30, 2007 $15,611.49 Interest (through August 30, 2007) $ 211.78 Late Charges ~ 22.44 Sub-Total $15,845.71 Attorney's Fees and Costs (10% of the total amount due) 1 584.58 TOTAL NOTE TWO $17,430.29 with interest on the principal sum of the Note Two ($15,611.49) from August 31, 2007 at $4.99 per diem. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in Note Two and the Note Two Guarantees, demands judgment against the Defendants in the amount of $17,430.29 with interest on the principal sum of the Note Two ($15,611.49) from August 31, 2007 at $4.99 per diem, and brings said instrument to Court to recover the said sum. WHEREFORE, Plaintiff, as authorized by the warrants of attorney contained in the Note One, Note Two and the Guarantees thereof, demands judgment in its favor and against Defendants in the total sum of $37,136.85 with interest on the principal sum ($33,236.73) from August 31, 2007 at $10.62, and brings said instrument to Court to recover the said sum. JAMES, S1IKITH, DIET~ZICK & CONNELLY LLP BY: Scott Plaintiff PA LD. # 55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 THIS IS AN ATTEMPT TO COLLECT A DEBT, AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBER.SBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 CHAMBER.SBURG, PA 17201-6010 Plaintiff, CIVIL DIVISION . NO.. vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. AFFIDAVIT OF BUSINESS TRANSACTION COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF DAUPHIN Before me, the undersigned authority, a Notary Public in and for said County and Commonwealth, personally appeared Scott A. Dietterick, Esquire, attorney for and authorized representative of Plaintiff who, being duly sworn according to law, deposes and says that to the best of his knowledge, information and belief the Note One and Note Two, the original or copies of which are attached to the Complaint filed in this action, was executed by the Defendants in conjunction with a business transaction, and was not executed purposes. SWORN TO AND SUBSCRIBED BEFORE ME THIS i P~' DAY OF -~~2,~ , 2007. Notary Public COMMONWEALTH OF PENNSYLVANIA MY COMMISSION EXPIRES: ~n81 Seal Alisa M. Stlne, Notary Public Deny Twp., Dauphin County My Commission Expres Nov. 19, 2007 Member. Pennsylvania Association Of Notaries or household Esquire Exhibit "A" PROMISSORY NOTE Principal Amount: $20,000.00 Data of Note: October 1, 2001 PROMN3E TO PAY. Carecorp, hc. ("Bsrower") promises b p.y to Farnrrs and Msdtatb Trust Catrgeny of Charnbasbttrg ("LSrrdsr"1, s order, h bwful money of fir Udbd Stela of Arrraba, on dsmad, tM pnc~ipel amount of Twenty 7lrusarrd i 001100 DoWs (120,000.00) or a much a may M outstardirrg, togsMrar with hesest an 1M unpaid outstanding prkrclpal Mbrrq of each adwmr. Mrbrest she/ M cabrdabd from err dab of sash advance uMB repayment of eeoh sdvance. PAYMENT. Borrows wNl pay this ban krrrreeBrtteely upon Laude's demand. Payment h ftrr b dw hmrdbbly upon Lsrrde-'s dement. Borrows w• p.y regular montldy WYE of aN atmrttad urrpald hterest dw a of eaoh payment dab, begNnhg Noverrtbs 1. 2001, whh aN subaqusnt Mressst payments b M due on Ure Barr day of each month afes that. titles otlrswbe agreed w requred by WPIb~ ~• payments vent M appWd list b ary unptld ooleatbn cab and aryr bb aharga, then b any unptld Yreerest, and any rerrraNtkq srrrtart b prlnolpai. TM aarutl htsest tab for lids Nob b compubd on •988/340 bast; that b, by epPIYMtY tM ratio of tM annual irbrest reb over a yes of 340 days, rtrtdtlpged by tM atbbrrd4p prMrdpsl babna, muMlpMd by the actutl number of days the prNrclptl babrres b outstardlrtg. Borrower wNl pay Lender at Lsrxbr's address shown above or at path other place as Lender may designate in venting. VARIABLE NTEREST RATE. The. inesest rate on this Nots b subject to change from lima to time based on changes in an independent index which is the Nsw York Prime Rats as published in the Wall Street Journal. When a range of rate ha been published, the higher of the rates will be wed Ithe "Index"-. The Index is not rrcaserily the tweet rate charged by Lender on its bans. If the Index becomes unevsilabb during the tsm of this ban, Lender may designab a substlutts index after notice to Borrower. Louder will teN Borrows the current Index rate upon Borrower's regUeat. The interest rote change wUl not occur more often than each time there has been a chsrge In the Index. Borrower underttanda that Lender may mske bens based on otfrr rsbs es well. The interest rate to M applied to the unpaid principtl balance of this Note will M at a rate of 1.260 pscentags points over the Index. NOTICE: Under no circumstances will the Interest rate on this Nob M more then the maximum rate albwed by spplbabb law. PREPAYMENT. 'Borrower may pay without penalty all or a portion of tM amount owed earlier than it is dw. Early payments will not, tatters agreed to by Lender in writing, relieve Borcower of Borrower's obligation to continw to make payment of accrued unpsid ktbrsst. Rather, early peymsrrb wiN reduce the principal balance dw. Borcowsr agrees not to send Lender peymerns marked "paid in full", "witlatrt recourse", or aimNar language. If Borcows sends such a payment, Lender may accept it without losing sny of Lender's righter urds fhb Nots, and Borrower will remain obligated to pay any furtlrr amount owed to Lender. AN written commuMcstbns conesming disputed amounts, including arty check or other payment instrument that indicate that the payment constitutes "payment in full' of the amoum owed or that is tsrdsred with other condtUons or Nmitatbrm or a tuN satisfaction of a dbputsd amount mwt be mailed or deNversd to: Farmers end Msrohants Trwt Campeny of Chambsaburg,P. O. Boz 6010 Chambereburg, PA 17201-8010. LATE CHAROE. If s regularly scheduled interest payment is 18 days or more late, Borrower wNl M chsrgad 8.000% of the unpaid porton of the regularly sehedubd payment. If Lender dsmsnds payment of fhb ban, and Borrower does net pay the ban in full wRhh 18 days afar Lembr's demand, Borcows abo wdl M drrysd 8.000% of 1M unpaW portion of tlr sum of tM unpaid prhtlpsl plus ecsued unpeW htsest. INTEREST AFTER DEFAULT. Upon default, Inchdtng failure to pay upon final maturity, Lends, et itp option, may, if permitted under applbabb law, increase the variable inbreet rata on this Note to 3.260 percentage points over the Index. The interest rate wilt not exceed the maximum tab permitted by applbsbb Iew. If judgment is entered in connectbn with tMs Note, interest will continw to sccrw on this Note after judpmant at the interest rate appNcsbb to this Note at the lima judgment is entered. DEFAULT. Each of the folbwing shall constitute en event of default ("Event of Default') under this Note: Payment DeLuk. Borrower fails to make any payment when dw under this Note. OtMr Default. Borrower fails to comply with or to perform erry other form, obligeton, covenant or conditon contained in fhb Note or in arty of the related documerrcs or to comply with or to perform any term, obNgation, covenant or condition canttlrtsd in arty other egramant between Candor and Borrower. Fate Stabmsnts. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borcows's behalf under this Note or the related documents b false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleedirtg st any lima tMreaftor. Insolvency. The dissolution or termination of Borrowar'a existence ea a goMp bwiness, the insolvency of Borrower, the appointment of a receiver for any pert of .Borrower's property, arty asepnmem for the Mnatk of croditore, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or egakrt Borrower. Credhor or Forfshure proceedings. Commencement of forecbsure or forfeiture proceedings, whether by judicial procesdirlg, self-help, repossession or any other method, by any crMkor of Borrower or by any gowrrxrrntal agency agairrt arW collateral sscwirp the ben. This includes a garnishment of any of Borrower's accounts, including deposft sccounb, with Lends. However, flit Evert of Dsfsuk shall rat apply if there b a good faith dispute by Borrows a to the vslidity s reaonaWensa of the clakrr wMch b the basis of the creditor or forfeiture proceeding and if Borrows giwa Lender written notba of the credkor or forfeiture procesdkp end deposits with Lender monies or a aursty bond for the creditor or forfekure proceeding, in an amount detsmined by Lender, in its sob dbcrotbn, ea being an sdequete reserve or bond for the dispute. Events AHectlng Owrantor. Any of the preceding ovenb occurs with respect to any (iwrarttor of any of the indebtedness or any Querantor dies or becomes Incompetent, or revokes or disputes the va6dhy of, or IisbBity under, any guaranty of the indebtednaa evidenced by this Note. In the event of a death, lender, at ks option, may, but shall not M required to, permit the Owrantor'a esbb to assume unconditionally the obligations sisinp under the guaranty in a manner satisfactory to Lends, and, in doing so, cure any Event of Defauk. CMnge In Ownership. Any change in ownership of twenty-five percent (26%) or more of the common stock of Borrower. Adwne Ghangq. A matsisl sdwra change occurs in Borrower's 6nartcial condition, or Lender MI'rws the prospect of payment or performance of this Note is impsksd. Inaaurlty. Lender in good faith Mlisws itaslf insecure. Cun Provbbns. If arty default, Other then a default in payment is cwaWe and if Borrower has rat been given a notice of a breach of the same provision of this Nob within the preceding twelve 1121 months, k may be cured land ra event of dsfauk will Mve oocumdl If Borrower, after receiving written notice from Lender demsndinp cure of such default: Ill cures the defsuh witlth fifteen ft6) days; or 121 if the cure rsquirea more then fifteen 17 61 days, immediately initlatea steps which Lender deems In Canter's sob discretbn to M suftbiaM to cue the defeat[ and thereafter contintxs end completes aN reasonebb and necessary steps suffbbm to produce compliance as soon as reasonably prsctical. LENDER'S RKiHTS. Upon default. Lsndsr may, after giving such notices m required by applicebb Iew,. daclsrs the entire unpaid principal b'tlence on this Note and all accrued unpaid interest immediately dw, ant then Borcower wiN pay that amount. ATTOitNEyS' FEES; EXPENSES. Lender may hire or pay someone else to help collect tMs Note M Borrower doss not pay. Borrower will pay Lender that amount. TMs includes, subject to any limits under epplbsbb law, Lender's attorneys' fees end Lends'a legal expenses, whether or rat there is a lawsuit, inCludirp attorneys' fees, expenses for bankruptcy proceedings (fncludirrg efforts to modify or vacsb arty automatic stay or injunctbnl, end appesis. If not. prohibhed by epplicabb Iew, Borcowsr ebo wNl psy any court costs, in addition to ell other sums provided by law. OOVERNINO LAW. Thb Nob wN M gowned by, consented. and enforced h aooordaree wllh fedstl bvv end the bws of tM Commonwakh of Pennsylwnb. This Nob has Men accepted by Lender h fM GormanweaNh of Pennsylvatla. CHOICE OF VENUE. If there is a Iew:ult. Borrower agrees upon Lendar'a request to submit to the jurisdiction of the courts of Cumberland Borrower: Carecorp, Inc. ITW: 26-7819849) Lender: Femws ant NMrelrMS Trust Compary of bat &Wge Street q"'"b"~'g New CumMrbnd, PA 17070 RNtrer ~waY 20 South Msiln Street . P.O. 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(TIN: 26.1818848) Lender: 641 Bridge Strost New Cumberland, PA 17070 QUerentOr: Briar H. Carey ISSN: 185.48-7089) 641 BrWge Street Nave Cumberbmf, PA 17070 of thb document to any particular ban er itan. Farman and Mercharo Trust Cerrnpany of Chatnbersburg Rkner Highway 20 South Mabr Street P.O. Box 8010 Charrnberaburg, PA 17207 (717) 284-8118 AMOUNT OF GUARANTY. This b a guaranty of payman of the Nob, baktdlnp wkhwt prrdbtlon the prbcipal Not• amoum of Twemy Thowand & OOI100 DoWs (!20,000.001. GUARANTY. For good and valuable cortsideratlon, Brbn H. Carat' ("Guarantor") abeobrbly anti trncorn~tlorreM gaaanbes and prombes m PeY to Famners and Merehams Trust Company of CMmbenburg ("Lender') er ib order, on demand, fn bgal tender of tM UMbd Stabs of Amsrka, the prdebbdrnew Ito that brm b defined babes) of Carecorp, Inc. ("Borrower"1•to L.erndar on the lama and wrtdllbna set forth b fhb Guaranty. !, MAXIMUM LU181LITY. The maximum IiabNity of GUeramer under this Gwrarnty shall rat axeaed at any one time the amount of the Indebtedness described heroin, pies ell coats end expenses of (AI enforcemsm of this Guaranty and . (BI collection and sale of any collateral securing this Guaranty. The shove limketlon on liability is not a restriction on the amoum of the Indebtedness of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more puerantles, or hereafter receWss atdldonal gwrambs from Guerantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not !unless specifbaNy provided babes to the contrary) affect or InveNdab any such other ', guaranties. Guarantor's liability will be Guarantor's aggregab IfabNity under the brine of this Gwremy and any ouch other umerminated guaranties. INDEBTEDNESS GUARANTEED. the Indsbbdness guarantied by this Gueranty includes the Note, including la) aN principal, Ibl all inbrest, Icl all late charges, Id1 all loan tees and ben charge, and (e) all collection cosh end sxpsrues mating to the Noti or to any colletirel for the i Nob. Collection costs end expenses include without limketbn all of Lender's atternsya' fees. DURATION OF GUARANTY. This Gwranty will take effect when received by Corder without the necessky of any accepbnce by Lender, or any notice to Gueramor or to Borrower, and will cominw in full force untll all Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Gwramy shah have been pertomned in full. Release of arny other gwremor or termination of any other guaranty of the Indebtidneas ahaN not affsot the IiebiNty of Gwrarttir under this Gwranty. A revocation Lender roeeivea from arty one or more Guaramors shall not affect the IisbNky of any remaMinp Guarantors under thb Guerantty. Thb GuarentY cows • revdvbg Mrne of credk anti k b spaekbagy amieipatsd that fluctuatlons wN occur h >M agpegab arwunt of bndsbbdtraes owbp iron Borrower b Lsrndar. Gwramor spsclReaMY acknowledges and agrees that firatuatbns b tM annount of bndabbdrnese, even b zero dogere (~ 0.001, shall not constltub a brminatbn of thb Ouaremy. , Gwnmer's NablEty order tiro Gwramy s1u8 temtbnab Only upon. IA) brrrnirtatlon M wrltlrg by Borrower and Laotian of the Nne of credk, IB- payment of tM Indabbdneas N font in bgal tender, and (CI WymerR b fu! in Ipel tinder of ant of Guwamor's other obfigatons under tlris Owranty. GUARANTOR'S AUTHORRATION TO LB~IDER. Gueramor authorizes Lender, wthout notba or derrnard and witlrout bsserdrp Otrerantor'e geblNty under thb Guaranty, from tkrrs to tkne: IA) to make one or more additional secured or unsecured bsrte to Borrower, ti leaas equipment or other goods to Borrower, or otherwise to exbnd sdditbnal credk to Bonower; IBI to alter, compromise, renew, axtard, accolerab, or otherwise change one or more times the time for paymem or other brine of the hdsbtedrwss or any pert of the Indsbtednese, including Increases and decreases of the reto of Imersst on the Indebtedness; extensions may be repeated and may bs for toper than the original ben term; (CI to take and hold security for the paymem of this Guersnty or the Irdsbtedrresa, end exchange, enforce, waive, subordinate, fail or docide not to perfect, and rolsaas any such security, with er wkhorrt the eubstltutlon of new coNateral; (DI to rebase, substitute, agree not to sue, or deal with arty one or more of Borrower's swsties, sndorsere, er other gueranbre on any brine or in ergr manner Lender may choose; (E) to determine how, when end what applbation of payment and credits shall be made on the Indebtedness IFl to appN such security and direct the order or manner of sale thereof, inckdinng without Nmitatbn, any nonjudicia sale permitted by the terms of the controlling security agreement or deed of trwt, as Lender in Its discretion may datirmins; (G) ti sell, tranafor, assign or gram perticipationa in all or any part of the Indebtedness; end (HI, to assign or transfer thb Guersnty in whob or in pert. GUARANTOR'S REPRESENTATiON6 AND WARRANTIES. Guerantor represents and warrants to Lender that IA- no representatlons or i agreementi of any kind have been made to Guersnbr which would limit or gwNfy in any way the terms of Ws Gwranty; (BI this Guaranty Is executed at Borrower's regwat and not at the regwst of Lender, (C) Gwrantor has full power, right and authority to enbr into this Guaranty; (D) the provisions of this Guaremy do not conflict wkh or resuk in a defeuk under any agreement or other instrumem binding upon Guarantor and do not reauk in a Nolatbn of any law, regulatbn, court decree or order applbabb to Guarantor; IEI Guaremor has not and wNl not, wthout the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otMrwbe dispose of all or aubstsntiagy all of Guarantor's essati, or arty interest therein; IFl upon Lender's request. Owramer will provide ti Lender fineralal end credk information in form ~' acceptable to Lender, and all such financial irnformaton which cumndy has been, end all future financial information whbh wNl be provided to j Lender b and will be trw and coned in all material respects srd fairly pressor Gwremor's flnancie! cortrNtlon as of the dates the financial information is provided; IG) no materiel adverse charge has occurred In Gwrantor's flnsnciel condition slrae the date of the most retain !, financial statements provided to Lender and no event hea occwred whbh may materblly adversely affect Guerantor's financial condklon; IH- no Ikigation, claim, Investigation, adminiWStiw proceeding or amNar a:tlon (including those for undid texas) eganst Gwrantir is pending or threatened; 11- Lender has made no repreaemetlon to Gwremor as to the creditwortlarrass of Borrower, srd {J) Guarantor has estabNshed adequeb means of obtaining from Bonower on a contlnuirnp besie information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, etyma, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall haw ra obligstbn to disclose to Gueramor srry Information or documeme acquired by Lender in the course of its relationship with Borrower. i GUARANTOR'S WAIVERS. Except as prohibited by applicsbls law, Gwrentor wsiwa any right to require Larder (A) to cominw lending money or to extend other credk to Borrower; IB) to make erry prssentmsnt, protest, demand, or notce of any kind, including notice of any nonpaymem of the Indebtedness or of any nonpayment ralabd b any collateral, or notice of any ectbn or nonaction on the ,pert of Borrower, ~ Lander, any auroty, endorser, or other gwremor in connsctlon wkh the Indebtedness or in connsctlon with the creation of new er additional loans or obligations; ICI ti resort for payment or to proceed directly or at once against any person, includinnp Borrower or any other gueramor; IDi to proceed directly against or exhaust any colabral hskf by Lender from Borrower, any other gwrenbr, er erry outer person: IEI b give notice of the terms, time, and place of arty public or private sob of personal property security hskl by Larder from Bonower or ti camphr with any other applicable provbbne of the Uniform Commercial Code; fFl to purses any other remedy within Lender's power, or IGi m commit any act or omission of any kind, or at any time, with respect b snit' metbr whatsoever. ~ In addkion to the waivers set forth above, k now or hersafbr Borrower b or shah bseome irpolverK and Ar kda4Mdrrses afteg rroa at ~ 1 until paid be fully secured by colateral PledYed by Borrower, Grarantor irsreby forever wants and gives tip in favor d teendir sad see. ewi Lender's end Borrower's respective successors, arty clam or right b payment Gwrantir may now have er Frsraelaer have err aetitie s~sniart ~' 'Borrower, by subrogatbn or otherwies, so tfret at no tiros sMa Gueramor bs or become a 'credhor' of Borrower whhin the mMiNp of 11 U.S.C. section 5471b), or any successor provision of the Federal bankruptcy laws. ' Guarantor also waives any end all right er defernes arising by reason of (A) arty "one action" or 'anti-deficbncy" Iew or arty oUrsr bw which may prevent Lender from bringing srry action. brckrdktg a claim for deflcisncy, egeirrat Gueramor, beforo or after Larder's commerrwmem or completion of erry ferecloatre action, aiUrer judk:Iaay or by sxarobs of a power of set; IB) any election of remedies M Larder, whielt deebops or otherwise advereaN sfbcb Guararrsx's anrbrogslion rights or Gueramor'a rights ti proceed egeirnst Borrower for rairibtaaemant. lrteirnf~ ~ without Nmitation, errs bas of rights OtraaAor rray endbr by reason of any law limltirng, gwNfyhng, or dbthergbig Ans faW/itl~K~ ~' ~ disability or other defense of Bonower, of arty oAner guerarrtir, er of any other person, or by reason of the rxassiort of ~sransaeer"tl fii~~ls any cause whatsoever. other then payrrrart in fii in bga tender, of the Indebtedness: (DI erny right m cbirrn dbcherpe d Are irdafhfiYBYrs tat the basis of unjustified impairment of arty coeatsra for Are hxlebtsdrress; IEi any statute of limitations, if st any tuns arty action or salt fsiw~fn by Lender against Gueramer b commenced, tharo b outstanding Indsbtedrass of Borrower to Lender which b not boned fly arty as;i8esfi statute of limitations; or (Fl , any defenses given to guaramas at law or In equity other then actual payment and pertwntarce of Are Indebtedness. If payment is made by.Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness anti tlrsrsaftsr COMMERCIAL GUARANTY (Continued) Page 2 Lender is forced to remit the amount of that, payment to Borrower's trwtee in bankruptcy or to any similar person under any federal err elate bankruptcy law or law for the relief of debtors, the Indebtedness shalt be considered unpaid for the purpose of the enforcement of this Guaranty. GuareMOr further waives and agrees not to assert ar claim at any Ume any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such clam, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WRH RESPECT TO WANERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Gwrantor's full krrowlsdge of its signifkance and consegwnces and that, under the circumstances, the waivers era 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 eMeM permitted by law or public policy. SUBORDNYATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to lender, whether now existing or hereafter created, shall be auperkr 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 GuaraMOr may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have agaiwt Borrower. In the evert of insolvency and consegwnt Ipuidetion of the assets of Borrower, through bankruptcy, by an assignment for the berrofit of credkore, by veluMary liquidation, or otherwise, the assets of Borrower applicebb to the payment of Me claims of both Lender end Gwramor shell be paid to Lender and shah be first eppNed by lender to tits Indebtedness of Borrower to Lender. Guarantor does hereby assign to lender all claims which It may have or acquire against Borrower or agaiwt any assignee or trwtee in bankruptcy of Borrower; provided howevery that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebteditesa. If Lender so raqueaU, any notes or credit agreements now or hereafsa evidencing any debts or obNgatkns of Borrower to Guarantor shall be marked with a legend that the same are subject to this Gwranty and ahe~ be delivered to Lander. GUaraMOr agrees, and Lander is hereby authorized, in the name of Guarantor, from time to time to execub end file financirp statements and continuation statements and to ezeoute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-law to appear in any court of record art to confess judgment against GuaraMOr for the urpaid amount of this Guaranty as evidenced by en affdavit signed by an officer of Lardy Betting forth the amount then due, attorneys' fees plus cwta of suit, and to release ell errors, and waive ell rights of appeal. ff a copy of this Guaranty, verified by an affidavit, shall have been filed in tiro procasdirg, it will not be newssary to file the oriplnd as a wattant of attomey. GuaraMOr waives the right to any stay of execution and the benafh of all exemptbn laws now or hereafter in effect. fJo single exercise of the foregoing warrant and power to confess judgment w111 be deemed to exhaust the power, whether or not any such exercise shall be held by any court to bs invaNd, voidable, or void; but tM power will continw undiminished and may be exerofsed from time to time es Lender may elect until all amounts owing on title Guaranty haw been paid in full. MISCELLANEOUS PROVISIONS. The folowing miscellaneous provisions are a part of this Guaranty: ' Amendments. This Guaranty, together with any Related Documents, conatitutea the entire understanding am agreement of the parties a: to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shell be effective uMsss given in writing and signed by the party or parties sought to be charged or bound by the ateretion or amendment. Attomsys' f=ees; Expenses. Gwnmor agrees to pay upon demand all of Lender's costa and. expenses, (ncludirtg,.lender'e attorneys' fees and Larder's legal expanses, incurred in conrtaction with the enforcement of this GuaaMy. Lender may hire or pay someone area. m hMp enforce this Guersnty, and Gwramor shall pay the cwta and expenses of such enforcement. Costa and expense irrckrde Lender's attorneys' fees and bgal expenses whether or not there is a lawsuit, including attorneys' fees and regal expanses for. bankrypfay proceedings (including efforts to modify or vacate any automatic stay or injunctionl, appeals, and any anticipated ever-judgment coNectisn services. Guarantor also shall pay ail court costa and such additional fees ae may be directed by the court. Caption HaadNps. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Gwranty. Govemhg Law. Tfris Guaranty wW 1» governed by, construed and enforced In accordance whh hdecal law and life laws of the Commonweath of PeruuylvWa. This GuraMy hoe been acospted by Lender k the Cornsttoaweagh of PennsyMria. Choke of Venue.' If there is a lawsuit, Gwrantor agrees upon Lender's request to submit to the Jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. IMagratfon. Guarantor further egress that Guarantor has read and fully understands the terms of this Guaranty; Guarantor ties had the opportunity to be advised by GuarsMOr'e attorney with respect to Utis Gwranty; the Guuanty fully reflects Gwramor'a imentkns end parW evidence is not required to interpret the terms of this Guaranty. GuaraMOr hereby indemMfbs and holds Larder harmless from all krsses, claims, damages, and costa (including Lender's attorneys' fses-'suffared or incurred by Lstdar as a result of any breech by Gwrantor of the warranties, representations and agreements of this paragraph. broerpratation. In all canes where there is more than one Borrower or GueraMOr, then all words used in this Guaranty in the s(rpular shah !x deemed to have been wed in the plural where the context end construction so require; end whero there k more than one Bwrowsr named in this GwreMy or when tints Guaranty is executed by more then one Guarantor, the words "Borrower' and `Guarantor' rsspecUvely shall mean aN and any one or moro of them. The words 'Guarantor," "Borrower,' and "Lamer" frrcluds the hairs, succseeore, assigns, art trarofereea of each of them.. If a court finds that any provision of this Guaranty is not vaNd or should not be enforced, that fact by itself wiN not mean that the rest of this Gusramy will not be vaNd or enforced. Therefore, a court wiN enforoe the rest of the provisions of this Guaranty even if a provlskn of this Gwranty may be found to be irwalid or unenforoeable. If any one or more of rBorrUwe r or Gwrantor are corporeUona; partnsnlrips, limited liability companies, or similar entkiea, it is not necessary for Lender to Irquin powers of Borrower or Gwrantor or of the officers, dkectors, partners, managers, or other sgsnts actkrg or Ixupordrrg to act on their beheM, and any Loan indebtedness made or created in reliance upon the professed exercise of such powers sheN be guarantied under this Guaranty. Notkes. Unless otherwise provided by applicable law, any notice yrequired to be given under this Guaranty shall be given in wrting, end shell be effective when actually delivered, when actuaNy received talefaceirtrfle {u~y otherwse requkad by law), when dspwited with a nationally recogrraed overnight courier, or, if maNed, what d~oshed irl tM Urdtsd States mail, as first clsas, certified or reglsterad mail postage prepaid, directed to the addrsasea shown near the bagMrnirp of this Gwramty. AnY party may change its sddrna for notices under this Guaranty by giving formal written notice to the other parties, apecifyirg that the purpose of the twtics is to chartga Me party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. UNeas otfrarwiss provided by applcsble law, if there Ta more than ores GwnMOr, erry notice given by Lender to any Guarantor is deemed to Ira notice given to all Ouarenton. No Waiver by Lender. Lander shall not be deemed to have waived any rights under this Gwranty unless such waiver is giveh in wrting end signed by Lander. Wo delay or omission on the part of Larder in exetoising any right shah opsrets a8 a waiver. of such right of any other _right. A waiver by LsMter of a provlFion Of pUe Gtlarattty ahtdlJrot praiud~t~or constitute a yveiwr of Lender's rigiEt o~rw;se to demand strict compliance with that provison or any other provision of this GusnMy. No prior waiver by lsrrdsr, nor any cotxae of dedbp between Lender and Guarantor, shall constitute a wsiwr of any of Lender's rights or of any of Guarantor's obligatlona as to arty hraua treneactions. Whenever the consent of lender ie required [eider this Guaranty, the pantihp of such consent by Lender in any instance ehd riot conitittrte continuing consent to subsequent instances where such consent is required and in all eases such consent may be graved or withheld in the sole discretioh of Lender. 8ucwnors and Ass~hs. The terms of this Guaranty shall be binding upon GwnMOr, end upon Guarantor's hero, personal represantatiws, successors, and assigns, end shah bs enforceable by Larder and its sucoeeson ern! assigns. DEFINRIONS. The following cepltalized words and terms shall haw the following meanings when wed in this Guaranty. Unless specifically stated to the contrary, all references to dolls amount sheN mean amotnta in lawful money of tM.Unked States of Amerka. Words and terms used in the singular shall include lira plural, and the plural shill inckrde the singular, a the CenteM-may require. Words and terms rest otherwise defined in Mies Guaranty shsN have the meanings atvibuted to such firma in the Uniform Commercial Code: Borrower. The word 'Borrower" means Caecorp, Inc., and all other persons and entlties signing the Note In whatever capacity. Gwrantor. The word 'Guarantor" means each and every person or entky signing this Gwranty, including without limitation Brian H. Carey. Guaranty. The word 'Guaranty" means the guaranty from Guarantor to lender, including without limitation a guareMy of all or part of the Note. Indebtedness. The word 'IrWebtednes:' means Borrower's indebtedness to Lender ea more particularly described in this Guaranty. Lender. The word 'Lander' means Fermtan and Merchants Truai Company of Chambersburg, its successors and assigns. d t ', 3 ~ , ti I COMMERCIAL GUARANTY ' (Cantilnuad) ~ 3 • to Lender, together whh aN renewsis of, eMenelona of, modifications of, refinerrcirgs of, coraoBdadorr ot, and for t~ promissory note or agreement Related Documents. The words "Related Documents" mean sll promissory rates, crodrt agrearrrarls, ban apt ', agreements, guaramiN, security agreemerKS, mortgages, deeds of trust, security loads, cdatwal morloagN. egreemema and documems, whether now or hereafter existing, executed in connection wkh the hrdabbdrssN. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORRE5 AND EMPOWERS ANY ATTORNEY OR THE PROTWONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR H.SEWHERE, TO APPEAR AT ANY TSr1E FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FIL®. 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 d)LLATERAL 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 (1600) 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 tN THIS GUARANTY ~', TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERdSE 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 k CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFlCALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL d)UNSEL. GUARANTOR AC LEDGES HAVMIG READ ALL THE PROVISIONS OF THIS COMMERCIAL WARANTY AND GUARANTOR AGREES TO ITS TERMS. COM ER L GUARANTY IS DATED OCTOBER 1, 2001. THIS GUARANTY IS GIVEN WIDER SEAL AND R IS INTENDED THAT THIS UARAN S ~D BHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMBIT ACCORDING TO LAW. GUARANTOR: I r/ / x and daYvar}QJ~ra presents of: x WkneN INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 I SS COUNTY OF ~tl.w btR.l.M4n.1~7 1 On this, the 4K day of B ~o bt rc. , TO Of before ms ~~~~1~~ ~• Sh[ RrQ J R ,the undersigned Notary Public, peroonaNy appeared Brlan H. Carey, sown to rM w satktscto proven) to be the parson whose name fa subscribed to the within Instrument, and acknowledged thst hs or she executed thq same for the purposes therein contained. In wlbtets whereof, 1 hereunto set my hand and offidal seal. NoMdY Notary Cr/sMlsro~ '' ~ INsnrbar, AMOdslbn of Na1MIM t/A"AOr,i~4 v.. L11.pv M,:wWI~rY Wwe4tY1. fp01. MM//11~. ML90MRInGR 111i011F1t COMMERCIAL GUARANTY Guarantor: Lori J. Carey ISSN: 186-60-7343) 641 BrWpe Street New Qanberbnd, PA 17070 AMOUNT OF GUARANTY. Thb b a pwranty of payment of fM Nob, Yrchtdktp wthout Nrrtifatlon 1M pFkrelpal Nob arrrorart of Twstrty Thowand & OOM00 DoNars 1t20,U00.1101. GUARANTY. For good end vaknbb conslderaaon, Lori J. Carey ("Guarantor') abeobrbly and trrrcon~tforarNy pwrantea acrd prarrbes b pay b Frrrrrrere and Merdrants Trwt Company of tXramberehurp ("Lender') or (border, on demand, ti bpal asrrderof rice Unibd Stabs of Anteeba,lhe brdebbdrreas las that brm b defkred tabor) of Cwcorp. bro. ("Borrower"1 b Lender an 1M farms and sandtlons eat forth ti fhb Oua-arrty. MAXIMUM LUIBNJTY. The maximum IiabNky of Guererrtor carder this Gusranty shall not exceed st arry one time Urs amount of the Indabbdrrsss described herein, pica all costs end expenses of IA) anforcemsnt of this Gwranty and Iel coNsctbn and sob of tray collateral securing this '~, Gusranty. TM above limitation on liability is not a resMcflon on the amount of the Indebtedness of Borrower to Lender either In the aggregate or at arty one time. If Leader presently holds one or more guaranties, or heresfbr recehroe additonsl gwrenties from Gwrarrtor, Lsrder's rights under all guarantbs shall be cumulstive. This Guaranty shell cwt (unless specifically provided tabor to the contrary) affect or bvalidab any such other guarantbs. GUafantOf'S Ifebilky will be Gwrantor's aggregate liability under the terms of this Gwramy and arty such other unterminstsd ' ' gwrantbs. INDEBTEDNESS GUARANTEED. Thor Indebtedness gwrantasd by this Guaranty includes the Not, including Ie- all principal, Ib) aN Interest, Icl aN late charges, (dl ell ben fees end loan charges, aril (e) ell colbction costa and expennes relating to the Note or to arty collateral for the Note. Colbctfon costa and expenses include withorrt limkation aN of (:trader's ettorneye' fees. ~ DURATION OF GUARANTY. This Gwranty wiN take effect when received by Lender without the necessity of sny acceptance by Lsrxbr, or any notbe to Guarantor or to Borrower, and will contlnw in full force untN NI Intbbtednsss shall boor been fugy end HnaNy paid end satbfbd and NI of Gwrentor'a other obNgatlons carder this Gusranty aheN have been pertormed in full. Rebass of arty otMr guarantor or brminstbn of arty other gwranty of the Indebtsdnese sheN not effect the IisbNity of Gwrsntor under tlds Owranty. A rovocation Lender receives hem any orre or more Guarantors shall not affect the liability of any romeinhrp Guarantors under this Gwrsnty. Thb Gwranty oowro a revdvbtp Me of credk and k b apecHkaNy arrticiPafed that lktatuatbm wNi occur N 1M apprepab amount of brdebasdtrns owbp from Borrower b Lender. Ourarrbr apscifleaMy aeknowbdpes and agrees that ilwtuaeom M rice arrrorrrt of btdebbdma, awn b :ero tb8an It 0.001, ~ cwt comabKe • Urminatlon of fhb Gwrarrty. Gwratrtor'a NabMty order fhb Ouawrty shah brmburb orrN trpora (A) brtrirntlorr ti writlnp by Borrower and Lender of the Nne of ondk, IB) payment of the Indebtedness b frill N legal trader, and IC) payment b fW h bpN trader of aN of Guerarabr'e otMr obMpatbne under fhb Guaranty. GUARANTOR'S AUTHORt2'ATION TO LENDER. Guarantor authorizes Lender, wltlrout nMbe or derrraad end wltlwut bsaeninp Guamtor's ' NabNky tinder fhb Gwramy, from time b ffitre: IA) to make one or more additional sscasd or ur»ecured bans b Borrower, to base ~ equipment or other good's to Borrower, or otherwise to extend additional cfedk to Borrower; IB) to attar, cotrwromise. renew. extend. accebrota, or othsrwbe change one or more times the time for payment or odrs- farms of the Indebtedness or arty part of tM Indebtedness, including increases end decreases of the rate of Interest on the IndebUdnsa; exUnabna may be repeated and may bs for bnpsr then the 'n I ban term. C to take and hold asc for the peynNM of this Gwranty or the indebtedrras, end sxchsnps, enforce, waive, orlgr a 1 1 ~y to release subordinate, fell or decide not to perteet, and release sny such security, with or without the substkutbn of new coNabral; (D- , substitute, agree not to sw, or deal with any one or more of Borrower's sureties, endorsers, or other pusramore on any terms or in sny msnnsr Lender may choose; IE- to determine how, when and what eppibation of payment end credits shall bs made on the Indebtedrrese lFl to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudbisl sale permkted by the terms of the comrolNng security agreement or deed of trust, as Lender in ks dbcrstbn may detrmine; IGI to sell, transfer, assign or grant partbtpatbns in all or any part of the Indebtedness; and (H) to assign or transfer fhb Gwranty in whet or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represent and wsrrant to Lender that IA) no rspresentatbns or agreements of any kind haw been made to Guaremor which would Nmit or qualHy in any way the Urms of fhb Guaranty; Iel this Guaranty ie executed et Borrower's request end not at the regwst of Lender; ICI Guarantor has full power, right and authority to errtsr into this Guaranty; iD) the provisions of this Guarsnty do not conflict with or resuk in a default grader any agreement or other instrument binding upon Guarantor i and do not resuk in a violation of any law, regulation, coutt decree or order applicable to Gwrentor; IEI Guarantor has not acrd wiN not, wthout the prior wrkten consent of Lender, sell, lease, assign, encumber, hypothecate, tranabr, or otMrwbe dispose of aN or substantlaNy aN of GwrentOr'8 asset, or any interest therein; (Fl upon Lsrxbr's request, GwroMOr wiN provWs to Lender i'inanebl and credk intormafbn b form accepUbb to Lender, and all such financial information which currentN het been, end ail future fltrancbl information which will be provWed to k Lander b end will be true and correct in all material respect end fairly present Guarantor's flnsnclsl carrdition as of the data the Mancial intormatbn b provided; lG1 no materiel adverse change hss occurred in Owrarrtor's firaanclel corrdltbn since the dot of the most recent ' financial stebmente provided to Lender and no evert has occurred which may mabriaNy adversely affect Guarantor's flnancfsl corrdidorr; IHI ` no Ikigation, claim, imesflpetion, administrative procesdinp or similsr actbn lincludinp those for unpaid taxes) spskat Ouarsntor b pending or threatened; IN Lender hoe made no represenUtfon to Guarantor as to the creditworUriness of Borrower; and IJI Gwrantor has eatblished ~ adegwt means of obtaining from Borrower on a continuing basis informatbn regarding Borrower's financial condition. GUerentof agrees to keep edequetsN informed from such means•of any facts, event, or circtxnstances whbh might in any way affect Guarantor's risks under this GuMerrty, and Gwrsntor further agrees that Lerxbr shell haw no obNgation to disclose to Gwrantor any informstion or document acquired by Lender in the corxse of its relationship with Borrower. ' OUARANTOR'8 WAIVE(IS. Except as prohibked by applicabb law, Guarantor waNss any right to require Lender IA) to continw boding money or to exUnd other credk to Borrower, iel to make sny presentment, protat, demand, or rrotbe of arty kind; Includirrp notbe of any nonpayment of the Indebtedness or of any nonpayment relatd to any collateral, or notlcs of any actors or nonactbn on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indsbtadneas or In connsctlon wkh tM creatbn of new or additonal bens or oblipatbna; (G7 to resort for payment o- to proceed directly or at once apsinst arty person, inchtdirrp Borrower or arty other guarsntor; (D) to proceed directly against or exhaust any collabrel held by lender from Borrower, sny other pueranto4 a attic other person; IE1 to pNs notka of the Urms, time, end place of any pubNc or prNete sob of personal property security hekf by Lsndsr from Borcowsr or b comply wkh any other applbabb provbbns of the Uniform Commercial Code; IFl to purses sny other remedy wkhin Lender's power; or (G) to commk any act or omission of arty kind, or at any time, with respect to arty matter whatawvsr. ' ' In addition to the waivers set forth above, if now or haresfter Borrower is or shall become Insolvent and the Indebbdnesa shell not at sN times until paid be fully aacwed by coNatarel pbdgad by Borrower, Guarantor hereby forever waives and ghros up in fever of Lender end Borrower, end Lender's and Borcower's respective successors, any claim or ripM 19 payment Guarantor may now hew or hereafter hew or acquire against Borrower, by wbrogatbn or otherwise, ao that at no rims shall Gwrsnbr be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 647(bl, or soy succeawr provision of the Federal bankruptcy laws. Guaremor also waives any and all rights or defenses arising by reason of IA) srry 'one action" or "soli-deficiency" Iew or any other law which may prevent Lender from bringing any action, including a claim for dsflcbncy, against Guaremor, before or after Lender's comnrsncsmem or compbtion of any forecbaure action, ether judicially or by exercise of a power of sob; fe) any election of remedies by Lander which destroys or otherwise adversely affects Guarantor's subrogation righq or Gwrentw's right to proceed apakrst Borrower for reimbursement, including without limittion, any loss of right Guaremor may suitor by reason of arty law limtinp, qualifying, or dbcharginp the Indebtedness; lC) any disability or other defense of Borrower, of any other puarsmor, or of any other person, or by reason of tM cessation of Borrower's (lability from any cause whatsoever, other than payment in full 1n bgal Under, of the Indebtedness; IDI any right to claim d'acharpe of the Indebbdnssa on the basis of unjwtified impairment of any collabrel for the indebtsdraess; (E1 any ststute of limibtlons, if at arty limo any action or auk brought by Lender against Gwrantor is commenced, there is outstanding Indebtsdnsss of Borrower to Lender which b not barred by sny applbabb statute of limitations; or IF- any defenses given to guarentoro M law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otlrerwiae, or by any third party,, on the Indebtedrrass and thereafter Borrower: Carecorp, Inc. (TIN: 26-1818849) Lander: Farmers and Merehants Trust Company of 647 Bridge Street Clranbersbttrg New Cumberland, PA 17070 Rkner HlOhwaY 20 Sou-h Main Street P.O. Box X10 Chambereburp, PA 17201 (717) 264-6118 JemoJJO3 veal 00'000'OZ$ }0 3unows ledpulJd leul8lw eyi u! ' LOOZ ' L Jegolop pelep alou AJOSSlwad eyl sueaw .e3oN. pJOM syl •eloN •au8lssv pua sJOSSeoons 83! 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Mw u;e1J Jo PuauwP 'wtalo yens JeyleyM 'i46N Jo w a Jo WauJdnooa '43oq Jo vo3uaenp eyi VoMOJJOB Aus Jo} AwsJa+p 8µ3i Jepun paa3uusM 3lsleWe p ! 'Puawep Je3unoo wleloJelunao 'moles Jo wlep .eyi W wop@hpap Aua eugl Aua le wl4ta JO iJaesaoi loo eases. pua sen~eM Jeyunl JoweJenp •Aluae~lp qyl }0 3usup:JJO}us etp }o eaedmd ayl Jo} plvdtm paeplsu0o eq pays aroupaigepul eyi 'sloigep ;0 laps eyl Jol Mel Jo Mel AoldnJ:lueq eiais Jo teJepe{ Aus JepUh uoaed Jallur!@ Aue of Jo AoidnJ>Iwq u( esisnJi s,JeMeJJOg of luawAStl ieyi 30 iunoun o41 3!waJ of peaol sl Jepue~ z e6°d (Pertiuquo0) A1N~lbt1D lV1~a3WW0~ COMMERCIAL GUARANTY (Continued) Psge 3 to Lender, together with sU renewals of, eMenafons of, modifications of, refinancings of, coneolfdatiorta of, end substitutions for the promissory note or agreement. Related Documarrts. The words "Related Documents" mean ell promissory notes, credit sgreements, ben agreements, environmental agreements, guaranties, security agroements, mortgages, deeds of trust, security deeds, coUatersl mortgages, end all other instruments, egrosments and documents, whether now or hereafter existing, executed in connection with the Irdsbtsdness. 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 If0%) OF THE UNPAID t! PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (0500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE.EXECUTIONS MAY ISSUE IMMEDIATELY; ANO 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 DVE 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. GUARANTOR ACKNOWLEDGES HAVUYG READ ALL THE PROV1810NS OF THI8 CONBYIBICUII GUARANTY ANO GUARANTOR AGREES TO RS TERMS. THIS COMMERCIAL GUARANTY IS DATED OCTOBER t, 2001. THIS GUARANTY IS GIV@! UNDEl1 SEAL AND R 18 W'1'ENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED MISTRUMEIHT ACCORDING TO LAW. GUARANTOR: INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANAI 1 ~~ff - 88 COUNTY OF l'.u... rL±~vD 1 On this, the ~~ day of fS/L~~5~.. 20 0~ before me ('/~f /+~. ` ~ .~K ,the undersigned Notary Public, psrsonsUy appearod~ai J. Csray. known to ma or saW sctori y proven) to~the person whose name is subscribed to the wkMn irgtrumenG and ecknowbdged that hs or she executed the same for tM purposes therein contained. In whrran whereof. I Mrounto set my hand and offldal seal. No1rMISNI CiuAwoM.SYSrsy Psbb No P~~~I~~ lilsrnbsr, el NoMrNs {MM MDI~M.Vr. ".,1.iaa A",•.1M~~Iw~,Y ",YII~e M. Intl. i001. N,Mwllrw6 .M 1+1{JIIIILUr-F 11HrN IILn Exhibit "C" PROMISSORY NOTE Prirtt>ipai Amount: 830,000.00 Date of Note: October 4, 2001 PRONMSE TO PAY. Caraearp Ire. ("Borrower') promiws b pay b Farmer and Merohants Trwt Company of Charrrbaraburg ("Lender"1, or order. in awful naonsy of the Urdbd Sobs of Arrrarba, tM prYtoyrd arebunt of Thirty Thousatd 8001100 Dallas (=30,000.001. togathar whh ir6/rwtan lib Ynpald prYtdpal bdarrea 1rOrn Oetobsr 4, 2001, un/N paid M fW. PAYMENT. Sarbjact b arty Payment clrtrgae rastdtYtg from ohanpaa b tib Yrdax, Borrower wN pay tho Ian h axadatta with the fobwktg payrrbwt sehaduo: 80 marlMy consecutlvs prYroipal and Inasrat payrrbrtts b the hdtlat amaatt of 1364.28 aadt, bagaadrW Notbmba 10, 2001, whh inbrart cakndabd a the uaPaid prirbipal fpiaba rt an k1Nld dlwounbd hrbraat rob of 7.250% par amrum; 58 r-bnddy corbaw8va prkrcipal and Matarart WYE ~ ~ ptltlal arroraK of 6354.27 each, baglraYtp Novambar 10: 2008, whh Mnaraat akuobd on the arpaid prbrdpal balatea rt a disarabd itrbreat rrta based a the NY PtYrrs - Ntrrradobb Cftaga (ourrantly 8.000%1. pbs a margN of 1.250%, rawlting b an irdtlal Irrbraat rsRa of 7.250%: and era prlrtdpal std fntsnrt paynbrt of 6354.12 on Oatoba 10, 2011, whh Irrbrsst eabtdabd on tM unpdd prfrtolpd balaba rt an Nrbrest rob based en lira NY Pdrrra - brrrradhb Change laurarty 8.000%1, t~ a rrw9ln of 1.250%, nsul8ng b at kdtld krbrsat rob of 7.250%. Tlds astlmatard find VaYmant N freed on tM aaarrptlon thrt aN paymsnb vvNl bs made sxaotly w sdbduod and that Uta Mdax dos not change; tlra salve! Aad paytnart vrM ba for s8 prYrolpd and aouad Nrlant not Yrt Paid. togs8rsr ttrkh any otltar unpaW amoanb under tide Nob. Udaa otharsrNa agraad or natdrad M appNcabo law, paynbrtb vvN ba appMd fkst b arty unpaid eoNacflen cab and arty Nb ohargas, than b arty arpaM irlsra4 and airy ramalrrYrg amount b prlrrclPai. Tfb enmbl krbrert rob for Mds Note o oarrparbd on a 385!380 bwN; eMt o, by ap/Iying tM ntlo of tlrs araard Mtbrwt rob over a Ywr of 380 days. rrMdtlpMad by ~ outwrrdktg pnc~ipN bahna, nadtlpMd by 1M actwl rwnbar pf days the prlnoipd balartca N outstandng. Borrower will pay Lender et Lsndsr's address shown above or at such other place u Lender may dssignrts In writing. VARUIBLE MTEREST RATE. For the fiat 80 payments, the krbrsst rate on this Note will be 7.250%. Thsrafter, the iMarert rats on tho Note Is subject to change from time to time based on charrgss in an indepardeM index which is tM Nsw York PrMb Rob w parbliahsd in the Wall Street Journal. When a range of rate has been pt~lishsd, lib higher of tM rates wiN be used (the "Index"). The Index o not rbeessariy the lowest rate charged by Lender on its loans. If the Index becomes unavaNebo durirrp the term of this ben, Lender may dwignste a substitute index after notice to Borrower. Lender will tell Borrower the curcaM Irtdsx rats upon BorcovNer's request. The krbnst rob cfbrtpa wNl not occur more often then each time there has been a change in the Index. Borrower rardsrstends that l.arrdar may make barn bawd on otfrar rasa w well. The iMarest rate or rates to ba applied to the unpaid principal balance of this Note wiN bs the rob or reap art forth herein in the "Payment" wctfon. NotwitlbtarWing any other provobn of thb Nob, attar the first payment atroem, the irrtsrast rats for each subaapusnt payment stream will bs effective as of the IoM payment date of tits just-ettdkrg payment stream. NOTICE: thrdar no cireumabneas wiN the inbrert rata on this Note be mars than the maximum rata aNowed by appNcabls law. Whenever irrcreasa oax:ur in lib irtsnst rata, Larder, rt its option, may do one. or more of the following: IA- Increase Borcowx'e psyrtbMs to erbure Borrower's bat wNl psry off by ib origYtd find maturity date, IB) increaw Borrower's paymsnb to cover accndng krtsrsst. ICI increaw the naaltbar of Bonovrw's PaY~tb. aid lDl continue Borrower's payments st the asma amount end increws Borrower's final payment. PREPAYMENT. Borrower may pay without penalty all or a portion of Mb amount owed earlier than it is due. Eery paynrNMS wiM not, unless agreed to by Lender in venting, reNSVe Borrower of Borrower's obNgation to continue b make payments under tits payrtisrat sclrsdada. Rather, early payments wNl reduce the principal balance dab and may rwuk fn Borrower's making fewer paymsrrts. Borcovntr agnpa not b vend LsrWsr payments marked "paid in full", "without recourw", or similar Isrrguage. 1} Borrower sends such a payment, Lardy mty accept it without losing arty of Lender's rights under this Nob, and Borcower wN remake obNgabd to pay any further amount owed to Lwaler. AN written communications concerning disputed amounts, Mcluding any check or other payment irbtrumsM thrt indcabs 1Mrt tfie NNtratt earMtinrtss "payment in full' of the amount owed or that is tendered with other cordidona or limitations or ea full satisfaction of a drgMead amoart must bs mailed or delivered to: Farmers and Merchants Trust Company of Chambersburg, P. 0. Box 6010 Chembersbarrg, PA 17201.0010. LATE CHARQE. If a payment is 16 days or more late, Borrower will be charged 8.000% of the unpaid portion of tjrs ttr~ly sdradrdad Payrrbnt. INTEREST AFTER DEFAULT. Upon dafauh, including failure to pay upon final maturity, Lsndsr, et its option, may, if anp~~o law, Increase the variable interest rate on this Note to 3.250 percentage points over tfb Index. The iMarest rata wNl not !~~! nrxirnum rate permitted by applk:aWe law. If judgment is entered in connection with this Note, interest will continue to icpnta~~a~NSte after judgment at the interest rate applicable to this Note at the time judgment is entered. DEFAULT. Each of the following shall constitute an event of defeuh ("Evert of Deteuh") under this Nob: Paymsrt Dsfauft. Borcower falo to make any payment when due under this Note. Other DNatdts. Borrower feio to comply with or to pertorm any other term, obligation, covenant or condition corttaiwd i-, arty of the related dOCUmsMS or to comply with or to perform any term, obligation, covenant or condition contairbd in arty , between Lender end Borrower. Faber Statements. Arty warranty, reprosentation w sbbmeM made or furnished to Lender by Borrower or on Borrovrst"s Note or the related documents fa false or mooeding in arty materiel respect, either now or et the time mods or furNsliud or misoading et any time thereafter. Insolvency. The dfsaolution or termination of Borrower's existence es a going busirtws, the insolvency of Borrower, tIM ' receiver for any part of Borrower's property, any aaslgnmaM for the benefit of credhore, arty type of creditor _, commencemsM of any proceeding under any bankruptcy or insolvency laws by or agaimt Borrower. ,: d Cradhor or Fortahure ProeaaaNrtgs. Commencement of forecbsure or forfeiture proceedings, whether by ludbol reposseeakm or any other method, by any creditor of Borcower or by any governmental agency against srry cogabrd This includes a garnishment of any of Borrower's accouMe, including depaft eccounb, with Lender. However, thb Event"i>K,, not apply if there fa a good faith dispute by Borrower w to the valdity or ressonabonew of the claim whk:h o the basis of forfeiture proceeding end If Borrower gives Lender written notice of the credhor or forfeiture proceeding and deposits with a surety bond for the credkor or forfeiture proceeding, in an amount determined by Lender, in Its sole docretion, w bsirr8?" reserve or bond for the dispute. Events Affactlng Guarantor. Any of the preceding averts occurs with respect to any GueraMOr of any of the ' GuaraMOr dies or becomes incompebM, or revokes or diapuba the validity of, or IfabiNty under, any guaranty of tlla evidenced by this Note. In the event of a death, Lander, K its optkm, may, but shell not be required to, permk the f3 assume urrcondhionelly the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doktg w, Nr~' Default. Change In OwnaTShb. Any change in ownership of twenty-flue percent (25%1 or more of the common stock of Borrower. Adwres Change. A material adverw chenga occurs in Borrower's financial condition, or Lender believes the prospect of pertormance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. ::~~'~~ Curs Provisions. If any default, other than a default in payment o curable and if Borrowor has not been given a notba, same provision of this Note within the precadirtg twelve 1121 months, it may be cured land no event of default vtw~ Borrower, after receiving written notk:e from Lender demanding cure of such dsfauh: It- curve the defauh within flfbsrt" if the cure requires more than tiftesn 1151 days, immediately initiates steps wfrich Lender deems in Lender's sob to cure the default and thereafter coMinuea end compotes all reasonabo and rbcewary steps sufflcont to produce reeaonabN practical. - LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as raqulred by applicabo law, declare the antis ax4a7~.. , bdsnce on this Note and ail accrued unpaid interest immediately due, arW then Borrower will pay that amount. Borrower: CaracorP Inc. (TIN: 26-18188491 Lender: Farmers arrd NilarNtanb Tnb4 Company of 541 Bridge Strait Corrrnsrchl g~aa DsparOrrsrrt New Cumberland, PA 17070 20 Soulh Mdn Btraat P. O. Box 8010 Grambarsburg, PA 17201.8010 (717) 284.8118 PROMISSORY NOTE (Continued) Page 2 ATTORNEYS' FEES; EXPEpISES. 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 sny Nmits under applicable law, Lender's attorneys' fees and Lender's lapel expenses whethe h , r or not t ere is a lawsuit, inckMinp attorneys' fees, sxparraes for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunctlanl, and appeals. If not prohibited by applfcable Isw, Borrower also will pay an court c t i ddi i y os a, n a t on to all other sums provided by law. GOVERNING LAW. TAb Note wN be povamsd by, construed and enforced in accordance with federal law and the taws of the Commonweahh of PsnmyMnls. This NoU has bean aogpbd by LenMr M the Commonwglth of Pennsyvania. CHOICE OF VENUE. If there is a lawauk, Borrower sprees upon Lender's request to submit to the jurisdiction of the courts of Franklin County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of 525.00 if Borrower makes a payment on Borrower's loan and the check or preauthorizad charge with width Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permtted 6y applicable law, Lender reserves a right of setoff in all Borrower's accounri with Lander Iwhether checking, swings, or soma other accouMl. This tnckulss all accourts 8orcower hoMe Joimiy whh someate sbs and aN accounts Bo r e r ow r may open in the future. However, this does not include sny IRA or Keogh sccounts, or any trust acoouMS for which setoff woukt bs prohiWtad by law. Borrower authorizes Lender, to the axUM permitted by applicable law to char e t ff N , g or se o a soma owir~ on the indebtedness against any and aN such accounts. SUCCESSOR INTERESTS. The terms of this Note shall be bindfnp upon 8orcower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the berrofit of Lender and its succeswrs and assigns. NOTIFY US OF INACCURATE NIIFORMATION WE REPORT TO COAISUMpf REPORTSIG AGENCMB please notify us if we report sny inaccurate intormatlon shout your accolsttls) to a consumer rsportlrtp apsrwY. Your written nctics describkp the spaoiffc irurocuracylies) shook! be sent t l o ua at tM fo bwinp address: Farmers and Msrchame Trust Compsny of Chambarelxrry P. O. Box 8010 Ctuunbersburg, RA 77207-SOtO OEiIIERAL PROVISIONS. Lender may delay or forgo enforcirp arty of its rights or remedies under tNe Note without being them. Borrower and arty othw person who signs. guarantee or errdorsea tlds Note, to the sxteltt atlowod by kw, wale presaMfttsnt, demand for payment and i f , not ce o dhhonor. Upon any thongs In 1M terms of Ws Note, old urdasa otherwbe exprsssy s~sd in writing, no poly who sipm this Note, whatMr as maker, gwraMOr, aecommodation maker or endorstrr shall ba reNaaed from NsbNlh+ AM such Pardee agree that L.erxier may renew d a exten (repeatedly end for any length of time) thk loan or reMasa any psrty or guarantor w coNstsral or impair, faN to realize upon or perfect lender's sacuAty interest in the collsteral; and take any other action deemed rt c b L s esaary y srxNr without tM conssm of or notice to anyone. . M such partlss also agree that Lender may modlty th4 loan without the consent of or notice to anyone other tMn the party with whom th e reodfication is made. The obligations under this Note era joint and several. If any portion of this Note is for any reason determined to be ' unsnforceabb, it will not affect fire enforceabNity of any other provisions of this Note. ~' OeNFi$SIDN OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PIIOTHONOTARY AR CLERK OF ANY COURT IN THE COMMONWEALTW OF PENNSYLVANIA Op ELSEWHEgE T " , , O APPEAR AT ANY TIME .~ ~ -FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT L", ANAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THtS NOTE AND ALL ACCRU I S ED NTERE T, LATE CHARGES AND ANY AND AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COILATERAI SECURING THIS NOTE, TOGETHER WITH CASTS ~„ SUIT, ANO AN ATTORNEY'S COMMISSK)N OFTEN PERCENT i10%j OF THE UNPAID PRMCIPAL BALAN rE AND C r A CRUED INTEREST FOR ON, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDR~ DOLLARS IOISOOi ON WHICH JUDtiMENt OR JUDGMENTS ONE OR EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOINI:i, THIS NOTE OftA COPY OF TMIS NOTE VER F I IED 8Y AFFIDAVIT SHALL . SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE LISTED BV ANY EXERCISE OF THAT AUTHORITY B , UT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIME6 UNTIL PAYMENT IN c E1N,1.OF ALL AMOUtr?TS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY .RIGHT BORROWER MAY HAVE TO NOTICE OR TO A ~;~ IN CONNECTION WITH .ANY SUCH CONFESSK?N OF JUDGMENT ANO STATES THAT EITt{ER A REPRESENTATI VE OF LENDER LLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN ED BY INDEPENDENT LEGAL COUNSEL. TO SIGNNKl THIS NOTE, SGRROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUOMfA THE VARIABLE RATE PftOVNNONB. BORItOWEII AGREES TO THE TERMS OF THE NOTE. ACKNONfLEOGEB RECEIPT OF A COMPLETED COPY OF THIS PROMtBSORY NOTE. M#IOTE M OIVffN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A t>NIS1'lwMElilt ACCORDe1G TO LAW. .~ ~. 8eaN o, .. yr . e, f Colrporata Seal i A1W ME~FIANTS TfgIST COMPANY OF CHAMBMtSBURG . tAfMMO,M«,Y~. L/1.fL`LM. L~YMIYYIWKKIMI. fIM. MI~YY II~IrL-M U,owJluge;M /MIOr ,IiN . Exhibit "D" COMMERCIAL GUARANTY References in the shaded arse are for Lender's Any item show cot BOrrOWer: Carscorp Inc. (TIN: 26-1818849) 641 Bridge Stet New Cumberiwrd, PA 17070 only and do not iimk ,,,, •.... r,,. tides r Lender: Fainters and Merclnrtb Tent Company of CMmberebarg CommsroW Servkes Department 20 South MsNn Street P. O. Box 8010 Chambersburg, PA 17201-8010 (717) 284-B718 to arty pertkuler loan or kem. Guarantor:. Brian H. Carey ISSN: 189.48-7088) 822 Hummel Awnue Lemoyne, PA 17043 AMOUNT OF GUARANTY. Thk is a guanmy of payment of the Nab, bttdrrrArtg without Nrdbtlon the prbaipal Nob arraunt of Thkty Thowand fk 001100 Dollars (130.000.001. GUARANTY. For good and valupbN eoneWnatlon, Brlwr H. Carey ("Guarantor"1 sbeoluteltr and unoorrdltlonaNy gsenabea and prorrrieee to pay b Farmers and Merdtwrb Taut Corrgwry of Cltarrrbarabtrg ("Lander"1 or Ire order, In Ngal bnda of tM Unlbd Sbbe of Arnwka, the Indebtedness (as that brm k dented below) of Careeorp Inc. ("Borrows") b Lender wt tM bins and nonditlona-.eat iorth m tlrie Ouaramy. MAXIMUM LIABILITY. The maximum liability of Gwramor under this Guaranty shell not exceed at any one time the amount of the Indebtedness described herein, plus all chore and expenses of IAI emorcemem of tMs Guaranty and IBi colkctbn and sale of any collabral securing this Guaranty. The show limitation on liability is not a restrktbn on the emoum of the Indsbtedr>ws of Borrower to Lender either fn the eggrepab or at any one time. If Lender presently holds one or more gwrsmise, or hereafter receives eddkionsi gwranties from Gugsrrtor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not lunkss epacificagy p-ovkisd bsbw b the comrsry) affect or irrvalldab sny such other guaranties. Guarantor's liability will be Guarantor's agprsgab liability under the terms of this Guarertty end any such other umsrminatsd guaremies. INDEBTEDNESS GUARANTEED. The Indebtedness guararneed by this Gwramy includes tM Note, including lal aN principal, Ib1 aN imsraat, Icl ell lets charges, Id) ell loan fees and ben charges, and lei all collection coats end expenses relating to the Note or to any coNMSreI for the Note. Collection coats and expenses include wthout Iimibtion ell of Lender's attorneys' bee. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender wthout the necessity of arty accepbnca by Lender, or arty notice to Guarantor or to Borrower, and wNl cominw in full force umll all Indebtedness shah hew been fWfY and AMIN Paid and setls8ed and aN of Guarantor's other obNgaUons under this Gwramy shall haw been psrtormsd in full. Release of sny other ptnramar a brn~atlon of arh! other guaranty of the Indebtedness shah not affect the IlabNity of Gwramor order this Gwrsmy. A revoceUon Lerrder receives atom any one or more Guarantors shall not effect the liability of sny remaining Guarantors under this Gwranty. GUARANTOR'S AUTHORIZATION TO LENDER. Gwramor authorizes Lender, witlaut notice or demand end wMfwtR Osrwrrtor's NabAty under thk Guaranty, from time b time: IA) to make one or more addidonsl secured or unsecured tosrr b Borrower, to lases equipment or other goods to Borrower, or otherwise m extend additional cradle b Borrower; IBI to sleet, comprorniee, rerww, extend, accelsreb, or otherwise change one or more times the time for payment or other terms of the indebtedness or arty pert of the brdebbdrress, including increaaos and decreases of the rate of inbrest on the Indebtedness; exbrnions msY be repealed and may be ip IOrrgN t111n the original loan term; IC) to take and hold security for the peymsm of thk Gwremy or the Indebtedness; end exallrrge, enforce, warty, aubordinab, fail ar decide not to perfect, and release any such security, with or without the substitution of new co8eleret; 071 to release, substitute, agreo not to aw, or deal with any errs or more of Borrower's sureties, endoreero, or other pueramors on arty satiate or ti arty manner lender may choose; lEl to determine how, when and what application of payments and credits shah bs made on tla MdlYwdrwa IFl b apply such security and dksct the order or manner of sale thereof, irx:luding without Nmkation, erry nortjtxficlei sale permklM 6y tfr twine of tM comroNing security agreemem or deed of trust, as Lender M ks discretbn may determine; IGI to sell, transfer, assign si grant perdeipetlona in all or any part of the Indebtedneea; and IHI to assign or transfer thb Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Gueramor represams end warrama to Lentlar that IAI ~ ~ or agraemerrta of any kind hove been made to Gueramor which would iimk or qusNfy in arty way the terms of thle Guaranty: 14 Uris Guaranty is executed at Borrower's request and not at the request of Lender, ICI Gwrantor hoe foil power, right and authority to wMllt iteo rile Owranty: ID1 the provisbns of this Gwremy do not conflkt wkh or resole in a dafetAt under arty ~teerrrem or other instrraram birdrq aeon Guaremor and do not result in s violetlon of any law, regulation, court decree or order applicable to Gueramor: IEI Gusrsma has rot and esEl rat, without the prior written consent of Lender, sell, leers, assign, encumber, hypothecate, trwrofsr, or otherwise dispose of ~ a sebganfbMy all of Guarantor's assets, or any imerest therein; IFl upon Lender's regwat, Guaremor wNl provide to Lender fnancial and aedk irriwwNtion M form acceptable to Lender, and all such financial information which currontly has been, and all future financial information which w/ M Provided to Lender is end will be trw and correct in all material respects end fekly presem Guarartor's flnerx;lal condition as of rite thaw flw firwrckl information is provided; IG) no materiel adverse change has occurred in Ousrantor's finsncisl cortdidon since ttw data of fits east recem financial statements provWed to Lender end no evem has occurred whk;h may materially adversely effect Guaantor's firraereisl seraision: IHI no litigation, claim, imestlpatlen, administraUw proceeding or simNsr action (including those for urynid bxes) egekrt Guarerrsr i peMrrg or threabned; Iq Lender has made rw repressnbtion to Gueramor es to the credkworthinsee of Borrower; end IJI Guarartoor hs eeYbE[Md adequate means of obtaining ham Borrower on a corKinuing basis iniormstbn regerdirp Borrower's fMenclel condtion. Gtwsetesr aBraas to keep adegwbly Informed from such means of arty facts, evenb, or circumstances which might in any way affect Guarantor's efills lnde- this Guerenty, and Guaremor further agrees that Lander ahaN have ra obligation to discbae to Guaremor any Information or documwtb aotrrirsd by Lender in the cowae of its relatbnship with Borrower. GUARANTOR'S WAIVERS. Except as prohibked by applicable law, Gwramor waives any right to roquire Lender IAI b comae IrrdnB money or to extend other cradle to Borrower; Iel to melee any pressmmem, protest, demand, or.rwtlce of any kind, inchrilg ratios of ant nonpeymem of the Indebtedness or of any nonpeynrent rolabd to any coNabrel, or rwUcs of any action or rwnactfon on the paR of BbfitlrMir, Lender, any surety, endoreer, or other gwrantor in connection wkh the Irdebtedr»es or in connectlort with tits creation of new ar aMIIBdtW loans or oblipetiona; ICI to rosort for paymom or to proceed directly or et once agakat any person, including Borrower or wry otlrsr ~MIWG (D) to proceed dirscdy egakrst or exhaust arty collateral held by Lender from Borrower, sny other guarantor, or any other psreorK lEl tla g1Ml notice of the brine, time, end place of any pubNc or priveb oak of personal property security held by Lender from Borrower or m oessrly tarlr any other applicable provisions of the Uniform Commeri:kl Code; IFl to Pursue any other remedy within LendePa power; or {G) to eorralrlttEil- act or omission of any kind, or et any time, with respect to any matter whataoewr. In addkion to the waivers set forth above, if now or hereafter Borrower is or shah become insolvent and tlrs Indebbdness atudl not et sl fill until paid ba fully secured by collateral pledged by Borrower, Gueramor hereby forswr waives, std gives up in favor of Lender and Borrorssr, ~ Lender's and Borrower's respective successors, any claim or right to psymem Gusronbr may now hwe or herosftsr have Or ecgrie agitR Borrower, by subrogatlen or otherwise, so that at no time shall Guarantor be or become a "credkor" of Borrower wkhln tM rnewirq d 7t U.S.C. section 647ib1, or any successor provision of the Federal bankruptcy lews. Guarantor also waives any end ell rights or defenses arising by reason of IA- any "one acton" or "ami-deficiency" law or arty otinr Mw ~Midr may prevent Lender from bringing any action, including a claim for daflckncy, against Ousrantar, before or after Lender's conerrwrcetlralrt or completion of any forecbsure action, either judicially or by exercise of a power of sale; IBI erry election of remedies by Larder which destroys or otherwise adversely affsctsQuarantor's subrogetionrighte or Guarantor's rights to proceed against Borrower for rsimburwmerrt, inehrdYp wthout limtation, any loss of rights Guarantor may suffer by reason of any law limiting, gwNfying, or dacharping the Indebtedness; (q arty dkability or other defense of Borrower,. of any other gueramor, or of any other parson, or by reason of tM cessation of Borrower's Nability hen any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; ID) any right to claim discharge of the Irdsbbdnsss an the basis of unjustified impairment of sny collateral for the indebtedness; IEI any statub of limkstlens, if at arty time any ectbn or suit ts~wrdrt by Lender against Guaremor fa commenced, there fs outstsndirp Indebtedness of Borrower to Corder wtrich is not barred by erry appiee~li statute of Iimkations; or IF- any defenses given to gusranton at law or in equity other then actual psymem and psrfamwes d ails Indebtedness. If paymsm is mado by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereahs- Larder is forced to remit the amount of that paymem to Borrower's trustee in bankruptcy or to any simiar person under any federd or stele bankruptcy law or law for the relief of debtors, the Indebtedness shah be considered unpaid for the purpose of tlra enforosmem of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount pwrenbed under this Gwramy for arty claim of setoff, counterclaim, counter demand, recoupmem or similar right, whether such claim, demand or right may be asserted by the Borrower, the Gueramor, or both. ~ COMMERCIAL CaIJARANTY (Continued) Page 2 GUARANTOR'S UNDERSTANDING WITN RESPECT TO WAIVERS. Guarantor warrants and egress 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 convary to public policy or Isw. If any such waiver la determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the event permitted by law or public policy. SUBORDINATION OF BORROWEW'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall he superior to any claim that Guarantor may now haw or hereafter acquire against Borrower, whether or not Borrower becomes irwolwnt. GueraMOr hereby expressly subordinates any claim Guarantor may have apainet Borrower, upon any account whabosver, to any claim that Lender may now or Iwreefter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an easignmem for the benefit of credkors, by voluntary Iiqudation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Leader end Guarantor shall be paid to Caroler and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender ell claims which it may have or acquire apafnet Borrower or epaiASt any assignee or vustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in opal tender of the Indebtedness. If Lender so requests, any notes or cradle agrwmema rrow or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked wkh a legend that the same are subject to this Guaranty and shall 6e delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statemems and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. f ': '° t:oNFESSiON OF JUDGMENT. Guarantor hereby Irrevocably authorizes and empowers any attorney-at-law to appear in any court of record anti !`' m confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender ` sattirrg forth the amount then due, ettomeys' fees plus costs of suit, and to release all erroro, and waive all rights of appeal. if a copy of this `zt~ Gwrarrty, verified by an affidavit, shall have been filed in the proceeding, it will not be necawary to file the original w a werrem of attomey. `? 6rrerarttor waives the right to any stay of execution and the benefit of ell exemption laws now or hereafter in effect. No ample exeroise of the ' forapoinp warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be bald by any `;all to be irnaUd, voidable, or void; but the power will continue undiminished and may bs exercised from time to time as Lender may elect until iii amasrb owing on this Guaranty hale been paid in full. !. iLANEOUg PROVISIONS. The folkwing miscellaneous provisions are apart of this Guaranty: Awrrdnrerrb. This Guaranty, together with any Related Documents, conatftutea the emirs understanding and .agreement of the parties as b the matters set forth in this Guaranty. No ekeration of or amendment to this Guaranty shell be effective unless given in writing end alprrsd by the party or panes aougtrt to ba charged or bound by the altsrotbn or amendment. Attterneya' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees trhd Lender's legal expenses, Incurred in connection with the eAforcemsnt of this Guaranty. Lender may biro or pay someone else to help ertfwrx this Guaranty, end Guarantor shall pay the costa and expsrrsea of such enforcemem. Costa anti expenses include Lender's atticrrrsys' fees anti legal expenses whether or not there la a IaweuR, including attorneys' fees and Iepsl expanses for bankruptcy proassdings lincludinp efforts to modify or vacate any automatic stay or injunction, appeals, end any snticipstsd post-jrdgmeM colhction tarvkea. Guarsmor also shall pay all court costa and such additional fees as may be directed by the coutt. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provkiorrs of this Guaranty. GowmMp Law. Thh Guaranty wHl bs povemed by, construed end enforced in accordance wkh federal law and the laws of the Commonwwlth of Pertrtsylvania. This Guaranty has been acgppd by Lender N the Commonwwhh of Perarsyhranle. Choke of Venus. If there is a lawsuit, Guarsmor agrees upon Lender's request to submit to the jurisdiction of the courts of Franklin County, Commonwaakh of Pennsylvania. Iaapration. Guarantor further agrees that Guarantor has read and fully underotanda the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attomay with respect to this Guaranty; the Gusrsmy fogy refleots Owramor's intentions and parol evidence is not required to ktterpret the forma of thin Guaranty. Guarsmor hereby indemnifies and holds Lsndar hamtlew from all losses, claims, damages, acrd costa Ikrcluding Lender's sttomeys' few) suffered or incurred by Lartdsr w a iwuk of any breach by Guaranty of the warranties, representations and agreemenU of this pxapraph. Yrterprotadon. In ell cases where there Ia more than one Borrower or Guarantor, than all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the comext and consvuction so require; std where there is more than ores Borrower named in this Guaranty or when thin 6uerenty is executed 6y more than one Gwramor, the words "Borrower' and 'Guarantor' a rsspectivety shall mean all and aAy one or more of them. The words "Guarantor," °Borrower," and "Lender" include the heirs, successors, aasipne, and vansferew of each of them. If a court finds that any provision of this Gwranty is not valid or should not be enforced, that fact by ibelf will not mesh that the rest of thin Guaramy will not be vspd or snforoed. Thsrofore, a court will enforce the rest of the provisions of this Guaranty even if a proviskn of this Guaramy may be found to be invaUd or urtenforcegbb. If any one or more of Borrower or Gusremor are corporatkna, partrrorships, limited IlabiUty companies, or simibr enthiea, it k not rtsrwsrary for Lender to inquire imo the powers of Borrower or Gwrantor or Of the offlcars, directors, pa[tMrs, manapars, or other apstN9 actlrp or pluportinp to act on their bahaM, and any Loan indebtedness made or created in tNlanee upon the profwsad exerclea of such powers shall be gusrarrtesd under this Guarsmy. ~; Notlces. Unlew otherwise provided by applicable law, any Notice required to be given under this Guaranty shall be given in writing, and ~,., shell be effective when actually daliwrsd, when actually received by telefscsimUs (unkw otituwise required by lawl, when deposisad with a nationally racopMzed ovsmipht courier, or, if maHsd, when daposirod in the United States mall, w first claw, certified or repistend mail Postage prepaid, directed to the addresses shown near the beginning of this Guaranty. AnY Party may change ill addrew for rwtices under ;; this Guaranty by pivirrp formal written rrotke to the other parties, spscitylrrg that. dry purpow of tM notes k to chsrrpe tM party's address. For notice purposes, Guarsmor ogress to kwp Lander informed at all times of Guaramor's current address. Unless otherwise provided by applicable law, if there is moro titan one Guarsmor, any notes given by Lender to any Guarantor fa deemed to be notice given to all Guarantors. '.y; No Waiver by Cahder. 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 a omission on the part of Lender M axeroislAp arty riptrt shall operate es a waiver of such right or any other right. A waiver by Lender of a protrisiwr of this Guaramy shall not preiudkse or conttitute a waiver of Lr's right othervriw m demand edict compliance with that provlekn or shy other provlekA of this 6uaramy. Pb prior waiver by Lsndar, nor any course of desNnp betwwn Lender and Guarsmor, eMH constitute a waiver of any of Lsndar's rights or of any of Guaramor'a obYpstions w to any future vaneactiona. Whenever the COfrasm of Lender is requirod under this Guaranty, the grarWAg of such consent by Lender in any instance shag not constitute continuing conwAt to subsequent instsrrces where such coheam le required and in all cases such consent may be gramed or withheld in the sole discretion of Lender. guccswors and Aae{pns. The lama of tfrle Guaranty shall ba bindifrp upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shsN be enforceable by Lender and Its successors and assigns. DEFBYITIONS. The folkwinp cspkal@ed words and terms shall have the fogowfrrp fnwninpa .when used in this Guaramy. Unless specifically stated to the comrary, ell references to dollar amouna shill mean amourrb m tewfW money of the United grater of America. Words and terms used in tM sirrpular shag include the plural, and tM plural shall Include tfle slApular, as the context may require. Words and terms not othsrwies defined k this Guaranty shall haw the maenihps amibuted to such terms iA the Uniform Commercial Code: Borrower. The word 'Borrower" means Careeorp Inc., and ell other parsons end amities signing the Note in whatever capacity. Guarantor. The word 'Guarantor" means each and every person or entity signing this Guaromy, including without Ikrrkatkn Brian H. Carey. Guaranty. The word "Guaranty' means the guaranty from Guarantor to Leader, includirtp without Umitatkn a guaranty of all or part of the Nola. ktdebtednses. The word "Indebtedness' means Borrower's indsbtedhssa to Lander as more particularly described in this Guaranty. Lehdsr. The word 'Lander" means Farmsra and Merchants Trust Company of Chambereburp, its successors end assigns. Note. The word "Note" means the promissory note dated October 4, 2007, in ties original prMrcipal amoum of E30,000,00 from Borrower to Lender, togetirsr with all renewale of, extensbns of, modifketione of, rsflneACinps of, consogdetkna of, and aubstitutbrrs for the promissory note or agreement. Rsleted DocumenU. The words "Related Documents" mean all .promissory notes, credit agreements, loan agreements, environmental agreements, gusrantles, security apresmems, mortgages, datda of trust, security deeds, collateral mortgages, and all other instruments, agreements and derumwnta_ wMrh.. ,....., ,., Iu.eeM_. _..,_a__ _..__..._~ ,_ _______.__ _- ._~ ..- .. k i '~ , COMMERCIAL GUARANTY (Continued) Pege 3 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 CHARGES ANDAANY ANDFALLTAMOUNTS EXPENIDED OIRCADVANCEDNBY OLENDER RELATING TO ANYLCOLLATERALISECURINGLTHE 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 (86001 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 RKiHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH JUDGMENT P OVISIONITO GUARANTOR'S ATTENTEON OR GUARANTOR HAS BEEN REPRESENTED BY I1NDEPENDENT LEGAL COUNSELN OF GUARANTOR ACKNOWLEDGE6 HAVING READ ALL THE PROVISIONS OF THIS CaY1MERCU1l GUARANTY AND GUARANTOR AGREES TO RS TEIIMB. fFNSC~ERCULL GUARANTY IS DATED OCTOBER 4, 2007. TH18 GUARANTY IS GIV~1 UNDER SEAL AND R IS INTENDED THAT THI UARANT A~ SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALm INSTRUMENT ACCORDNIG TO LAW. and deilvend~i the preserves of: X Witness INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF I~fIM/t1GCIi-Np 1 SS On this, the 4 ~ dsy of I~~bbfJt , 20 A I before me I~jltq/GItN t }')'). s~ ~KdrC. ,the underslywd NOtsry Public, perwnally appeared BAan H. Carey, novvn to me for satle ectorf proven- to be the person whose name Is subscribed to the within instrument, and acknowledged thst he or she executed the same for the purposes therein coMeinad. M witness whereof, I hereunto set my ham and offlcW seal. NetadYSeal Notsry Membsr,. 1AM111101~Fw.l,t.An Cy,.WM~1Yw,Yl WIIYi 1+1M1. 1001. MI~M MrV.L •M L•We{0.~{foK TliO IIFW COMMERCIAL GUARANTY f3uarentoc Lori J. Carey (SSN: 188-80-7343) 822 Hummel Avorea Lemoyne, PA 17043 AMOUNT OF GUARANTY. This b • guaremy of psymam of 1M Nob, Including without firrdbtion the pekrdpal Nab amount of TNrty Thousand & o0/100 DoBaa u30,000.00-. GUARANTY. For good and vakuble conoldantbn, Lori J. Cwy ("Gwrentor"1 abaokrtab and ratcondldamBY gtarrrtoas and promNes b Pay b Farman and Marahants Tnrst Company of Ciamiborsbtrrg ('Lender") er Ib cedar, to Mgal tardar of tba Urtkad State of Anrarka, tla Mdobtedneos (u that farm le defined babwl of Caraoarp lea. ('Borrower") b Lender on tM tomu and eorrrBtlona sat Perth M thle GuareMy. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Gwranoy shall rat exceed at arty oiris time the smoum of the Irxlsbtednas described herein, plus all coats and expenses of IA- enforcement of this Guaranty and Iel collection end sale of any collateral sacrxing this Guaranty. The shove limitation on Nobility is rwt a restrictbn on the amount of the Indebtedness of Borcower to Lender sftfur in the aggregate or at any one time. If Lender presently holds one or more gusramka, or hereafter receives edditbnal guararitiea from Guaramof, Lender's rights under all gwramlea shall be cumulative. This Gwramy shah not (unless specMbally provided bsbw to the contrary) affect or invalfdab arty such other guaranies. Guaramor's IlabiNty will lxt Guarantor's aggregate IfaWlity under the forma of this Owranty end stry such other urrterminabd guaranies. INDEBTEDNESS GUARANTEED. The Indabtednsa guarameed by this Guaranty includes the Note, including la) ell priralpal, Ibl efl inbnst, Ic) all late charges, (d) all ban fees and ben charges, and (s- aN collection costa and expenses relating to the Note or to arty collateral for the Note. Collection costs and expenses include without Nmkatbn all of Lender's ettornys' fees. DURATION OF GUARANTY. This Guarsmy wNl take effect when received by Lender without the rucsssky of any acceptance by Lander, or arty notice to Guaramor or to Borrower, end will condnw In fr/I force untll all Indebtedness shsN hew been fu8y and finally geld and setlsfled and all of Gueranor'e other obligations under this Guarany shah hew been performed in toll. Release of sny other gwramor or termination of any '- other guaranty of the Indebtedness shall not affect the Nobility of Guaramor under this Guaranty. A revocation Lendtir receives from arty one or more Guarantors shall not affect the liability of any remaining Guaramore under this Gwranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guaramor authorizes Lender, witlrout notko a demand and without leaaartNtg Guaranor's Nsbigty under this Quarartty, from fins to time: (AI to make one or more additional secured or unsecured bens to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; Iel to sitar, 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 refs of Inbrost on the Indebtedness; extension may be repeated and msy be for bngsr then file original ben term; (C- to take end hold security for the paymem of this Gusramy or tM Iridabtednas, end exchange, enforoe, waive, subordinate, fail or decide not to perfect, and release sny such security, with or without the subetitudon of rave collateral; (D) to release, substitute, agree not to sue, or deal with arty one or more of Borcower'a sureties, endorsors, or other gusramore on sny terms or in any mennr Lender may choose; IE) to debrmin how, when end what application of payments and credits shah l» made on the Indebtedness (F) to apply such security and direct the order or mannr of sale thereof, including witlaut limkatbn, any nonjudicisl oak psrmkted by the terms of the controlNng security egresment or deed of trust, as Lender in Its discrstbn msy debrmin; IG1 to sell, trsnafer, assign or grant participations in all or arty part of the Indebtedness; end IH) to assign or tranfer this Gwramy in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents end werrsnts to Lender that IA) no representations or egresmenta of any kind have been made to Gwrantor which would link or gwlify in any way the terms of title Gusramy; Iel thk Ousramy is executed at Borrower's'regwst end not at the request of Lender; ICI Guarantor has full power, right and authorky to omen imo this Guaranty; ID) the provision of this Guaranty do not conflict with or resole in a defauk under any agreement or other irtatrumen birxfirtg upon Ownmor and do not result in a violation of any law, regulation, court decree or order applicable to Gwrmrtor; (E) Gwrantor has not srx! wifl rat, without the prior written consent of Lender, sell, bass, assign, encumber, hypothecate, trsnfer, or otherwise dleposa of ell or substamislly all of GuarerKOr's assets, or arty Interest therein; IFI upon Lertdsr'a regwst, Gwrantor will provide to Lender fnsncial and cradle irdorrnation M form acceptable to Lender, end all such finncial information whbh curremly has been, and all future finnckl information which vent be provided to Lander fa and will be true and correct in all materiel respects and fairly presem Guarantor's financial condkion n of the dotes the flnncfal information is provided; (G- no material adverse change hoe occurred in Guarantor's financial condition since the date of tM most recent financial atabmema provided to Lender and no evert has occurred which may mstarklly sdwrosly affect Guarantor's financial condition; (H) no ikigatbn, claim, investigatbn, administretiw proceeding or similar action lirrcludirrg those for urtpaW taxes) against Owrantw le pending or threatend; III Lender has made no repreaeritation to GwrsrKOr ore to the creditworthiness of Borrower; and IJI Gwrantor has ssbblished adequate mean of obtaining from Borrower on a coninrtlng bask fnformatbn regarding Borrower's financial condition. Guaramor elPaes to keep adequately informed from such means of any facts, event, or circumstances which might in any waY affect Gwramor's risks under this Guaranty, and Gwrantor further agrees that Lender shall have no obNgstion to disclose to Gwrantor any information or documern acquired by Lender in the course of its relatbnhip with Borrower. GUARANTOR'S WAIVERS. Except ore prohibked by applbaWe law, Guarantor waives sny right to require Lender IA- to contirara lending moray or to extend other credk to Borrower; IBl to make arty presentmem, protest, demand, or notice of any kind, including ratlce of arty nonpayment of the Indebtednsa or of any nonpayment rekbd to any collateral, or notice of erry actbn a ranaction on the part of Borrovrer, Lander, any surety, endorser, or other guarantor in connectbn with the Indsbtednu or in connection with the creation of raw a addhiorri ' loans or obligation; (C) to resort for payment or to proceed directly or at once againt sny person, Including Borcower or arty otltsr gurarlor: IDI to proceed directly against or exhaust any collateral bald by Lender from Borrower, any other gwrantor, or any other person; IEI to give notice of the terms, time, and place of sny public or private sale of personal property securty hskl by Lender from Borrower or to comply with any other applicable provision of the UnNorm Commerckl Code; IFI to purses any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or et any time, with respect to any matter whetaosver. In addition to the waivers set forth above, if now or hereafter Borrower {s or shall become insohrent and the Indsbtednas dull not at at1 tiaras unil paid be fully secured by collateral pledged by Bonowsr, Guaramor hereby forever waives and gives up in fawn of Lorids- end Borrower, end Lender's and Bonower'a respective succssson, any claim or right to paymem Guaramor may now have or hereafter have or acquire opaiwa ' Borrower, by aubrogatign or othsrwlee, so that at no time shall Gwrantor bs or become a "credkor" of Borrower wthin the meaning of /1 U.S.C. section 6471b1, or any successor provisbn of the Federal bankruptcy laws. Guaramor ales waives any and ell rights or debnaea arising by reason of IA- any "one action" or "ami-defickncy" law or sny other law which may prevent Lender from bringing any action, including a claim for deficiency, against Owramor, before or afbr Lender's comrnerrnmant or ', completion of any toreclosurs action, either judicially or by exercise of a power of sole; IBI any ekctbn of remedies by Lender whbh dptroys or otherwise adwroely affects Guaramor's aubrogeNom rights or GuaraMOr's right to proceed against Borrower for reimbursement, inehding without limitation, any loss of rights Guaramor may suffer by reason of any law limiting, gwlifying, or discharging the Indabtednaa; ICI arty disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessetbn of Borrower's Nobility from any caws whatsoever, other than paymem in full in legal tender, of the Indebtsdnaa: IDI any right to claim discharge of the Indsfrbdrrsas on the basis of unjustified impairmem of any collateral for flu Indebtednasa; IEI any statute of limibtion, if at sny time arry action or sole brought ' by Lender against Guaramor is commenced, there ie outstanding Indebtednss of Borrower to Lender vehicle k not barred try any opPlieaYe statute of limitation; or IFI any defense given to guararrcors at law or in equky other than actual paymem and psrfomwtca of '~ Indebtedness. If paymem Is made by Borrower, whether wluntarily or otherwise, or by any third party, on the. Indebtedness ord ttraaeersar Lender is forced to rank the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or stab bankruptcy Isw or law for the relief of debtors, the Indebtednss shall bs conidered unpaid for the purpose of the enforcemem of this Guaranty. ~ Guarantor further waives and agrees not to assert or claim at any time any deductions to the amoum guaramesd under thle Guaranty for miY claim of setoff, counterclaim, counter demand, recoupmant or similar right, whether such claim, demand or right may be asserbd by the Borrower, the Guarantor, or both. Borrower: Ceracorp Inc. (TIN: 25.1818848) Lender: Farmers and Ma-dfartb Tnat Company of 641 Bridge Street Nsw Cumberland, PA 17070 ~ BbWcoa Doparbrtont 20 South Main Street P. O. Box 8010 Ohambarabtrg• PA 17201-8010 (717) 2648118 COMMERCIAL. GUARANTY (Continued) Page a GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guaramor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance end consequences end that, under the circumstances, the waivers are reasonable and not comrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shell be effective only to the eMent permitted by law or public policy. SUBORDWATION OF BORROWER'S DEBTS TO GUARANTOR. GUaraMOr agrees that the Indebbdness of Borrower to Lender, whether now atdstlrrg a Itareafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Bsrsoww bscorrres insohrent. Guaramor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account iidrssaowar, b any claim that Lender may now or hereafter have against Borrower. In the event of insolvency end consequent liquidation of the assab of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary Nquidation, or otherwise, the assets of Borrower applicable to the paymem of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Mri~ Ip~ of Borrower to Lender. Guarantor does hereby assign to Lender elf claims which it may have or acquire against Borrower or '' d ,.,i~~~ I or ttwtaa er bankruptcy of Borrower; provided however; that such assignment shall be effective only for the purpose of in kcal tsrrdar of the Indebtedness. If Lender so regwats, any notes or credit agreements now or hereafter e1 ~onower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall .agtaps, and Lender b hereby authorized, in the name of Guarantor, from time to time to execute and file rtaeatnanb esad to execute such other documents and to take such other actions as lender deems t4 M~4:Piaasrve and enforce its rights under this Guaranty. ~aglMlorhsrsby iravocably suttarizes and empowers any ettorneyat-law to appear in any court of record and QpealrtlMf fps ilia urpaW amount of this Gwranty as evidenced by an affidavit signed by an officer of Lender tfilgy toes pica costs of suit, end to release ell errors, and waive all rights of appeal. If a copy of this ~'6wr ftisd lei the proceeding, it will not be necessary to file the origkral as a warrant of attorney. so any stiy of eroaciruon and the benefit of all exemption laws now or hsroafbr in effect, No aingb exercise of the ,*piwr b rordsss judgnwm will be deemed to exhaust the power, whether or not any such exercise shall be held by any a void; but the power will cominw undiminished and may be exercised from time to time as Lender may elect until ?i:,: ;. _ ' tfais Gwrarrty have been paid in full. `l~ISIDNS. The fogowing miscellaneous provisions are a part of this Guaranty: TM Gwranty, togelfaer with any Related Documents, constituter the entire understanding and agreement of the parties as t, a, esstll~ss sat forth in this Guaranty. No alteration of or amendment to this Guaranty shell be effective unless given in writing and x ' si•IIiYi/i~ lirparty or parties saght to be charged or bound by the alteration or amendment. i*~fs' Fias; Expenses. Gwrantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lsrnler's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help _ eMorce 1Ns Gwramy, and Guarantor shall pay the torts and expenses of such enforcement. Coats end expenses include Lender's ettameys' fees and legal expense: whetfier or not there is a lawsuit, including attorneys' fees arrd legal expenses for bankruptcy procssdirtps (inaluding efforts to modify or vacate any automatic stay or injunctlon-; appeab, and arty atrtioipabd post-judgment collection services. Gwramor also shall pay all court costs and such additional fees ea 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 Guarsmy. Goverhbrg Law. Thb Gueranty wgl be governed by, corrstrued and enforced In accordance with federal lew and the laws of the Comnonwealda of Pennsylvanb. This Quantity hu bear aeeepted by Lender h the CominwiweaMh of Pennsylvania. Cholera of Venus. If there 'is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Franklin County, Commonweakh of Pennsylvania. Integration. Guaramor further egress that Guarantor has reed and fully underetsndr the terms of this Guaranty; Guarantor has had the opportunity to be advised by Gwrantor's attorney with respect to fhb Gwramy; the Guarstuy fogy reflects Gwrsmor's intentions and parol evidence is not required to inbrprst the tams of tide Gwramy. Gwrantor hereby indsmnifles and holds Lender harmless from all losses, claims, damages, end costa gncluding Lender's attorr~ys' feed suffered or incurred by Lsrrder es a reauh of any breach by Guarantor of the warrontiea, represemstiona and agreement of fhb paragraph. Inbrprettkrn. In ell 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 then one GUeramoq the words "Borrower" and "Guarantor" raspectlvely shall mean all and any one or more of them. The words "Guarantor," "Borrower,' and "Lender" Include the hales, succaaeorr, assigns, and trensfereea of each of them. If a court finds that arty provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest. of this Guaramy will not be valid or enforced. Therefore, a court wgl enforoe the rest of the provisions of this Guaranty even if a provialen of this Guaranty may be found to 6e invagd or unenforceable. If any one or more of Borrower or Guarantor are corporatlona, partnerships, gmited lisbilhy companies, or similar entities, k b not necessary for Lender to inquire into the powers of Borrower or Guarantor qr of the officere, diractore, partners, managers, or other agrms acting or purporting to act on their behalf, and any Loan Indebtedness made or created in reliance upon the professed exercise of stash powers shag Ne guaranteed under this Guaranty. Notkes. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given ih writing, and shall be effective when actually delivered, when aciuagy received by Ubfacsimile iunleas otherwise required by bwl, when deposied whh e nationally recognized overnight courier, or, if mailed, when deposited le the Unked States mag, as first class, certified or regiatsnd mail postage prepaid, directed to the addressee shown near the bsginNrp of tfds Guarsmy. Any party may change Its addrase for notkea carder this Owranty by giving formal written notice to the other pestles, specifying that the pwpase of five notice is to change the party's address, For Notice purposes, Guaramor agrees to keep Lender informed at all times of Gwrentor'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 Guaramore, No Waiger by Lender. Lender shall not be deemed to have waived arty rights under this Gwranty unless such waive b given in writing and signed by Lender. No delay or atniaabn on the part of Lender in ekerobkrg any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Gwranty shall not .prejudice or consttute a waiver of Lender's right otherwise to demand strict compliance with that provsion or srry other provision of this Guersmy. No prior waiver by Lender, tar any course of dsagng between Lender end Guarantor, shag conatitub a waiver of arty of Lender's right err of any of Guarantor's obggatkxrs as to any future pinsaotions. Whenever the cofrram of Lander is ragtired under thin Gwramy, the granUrrg of such coraent by Lender in any instance shall not constitute corrtinuing consent to subaegwnt Instances where such conssm b required and in erg cases such corrsem may be granted er withheld in `; ~ sob dboretion of Lender. _ __ Sirrxxrssors and Assigns. The tams of this Guaranty shah be binding upon Guaramor, and upon Guaremor's heirs, personal npresentatWas, successore, and assigns, and shag bs enforceable by Lender end its sucaesson and aselgns. DEfB~YTWNS. The folbwtng capitalized words end terms shall have firs fogowing meanktgs when used in fhb Guaranty. Unless spscificagy stabd b the contrary, all references to doges amounts shall mean amoums in IswfW money of tlae United States of America. Words and terms used in the. singular shall incluW the plural, and the plural shag. &ickxle the ainguler, u tM conbxt may require. Words end terms rat othsnise defktsd in this Gwranty shall have the meanings attributed to awh lamas in the UMform Commercial Code: Borrower. The word "Borrower" means Carscorp Inc., and all. other persons and entitles signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each ahd every person or enthy signing tMs Guaranty, including without limkation Lorf J. Carey. Guarahty. The word "Guaranty" means the guaranty from Guarantor to Lender, includbp without limitation a guaranty of all or part of the Note. Mdabtednas. The word "Indebtedness" means Borrower's indebtedtress to Lender as more particularly described in this Gwramy Lender. The word "Lender" means Farmsre and Merchants Trust Company of Chambersburg, its succeasora and assigns. Nob. The word "Note" means the promissory note dated October 4, 2001, le the orlgind principal amount of 530,000.00 from Borrower to Lender, together with all renewals of, exbnskrns of, modifications of, reffnencinga of, consolidations of, end substitutions for the promissory note or agreemem. Related DorxmaMS. The words `Related Document" mean erg promissory hobs, credit agreements, loan agreements, erwironmemel agreemems, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, anraamwnro vend dnn,:Fanra wMrAe. ,.,.... ,.. r.e.e~re. ~a~.:~_ _..__:.._. e_ '_____~.__ _.,_~ _~ _ . _ . .. COMMERCIAL GUARANTY (Continued) Page 3 ' CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PRpTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTN 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 j JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRED INTEREST, LATE CHARGES AND ANY AND AlL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURINf3 THE ~I ' INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID ~ PRINCIPAL BALANCE ANp ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDREp DOLLARS (6600) (; 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 8E 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. 1 GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISION8 OF THIS COMMERCIAL. GUARANTY AND GUARANTOR AGREE8 TO i RS TBtMS. THIS COMMBiC1Al GUARANTY IS DATIA OCTOBER 4, 2001. THIS GUARANTY M ONEN UNI>Eit SEAL AND IT IS INTENDED . ' THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE FJ:FECT OF A SEALED INSTRUMB~'T ACCORDING TO LAW. GUARANTOR: 1SeN1 .Lori J roy, acknowN end defhrsred h the presence of: ~Wimess ~ ~ -_ X WNnen INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANW 1 I SS COUNTY OF C4rv~ 13GKl.AwC~ 1 On this, the ~ ~ day of ~~6~2 , 20 _e!_ before ms ~~R ~t r+c ~Sl+t A ip ,the underoigned Notary ic, peroonaMy appeared Lori J. Carey, known to me or sat Y pror~l to be the person whose name is subscribed to the within instrument, and acknowkeipsd thst he or she executed tM cams for the purp0tes thereto contained. In witneu whereof, I hereunto set my hand and ofacW nal. NOIYWSM CheAsnakL Notary ~~~~ , Pen~sylvsnie WM 11OlMMi W. 0.11.fO.i a0.• ton, MnWI O,O,On. k 000/. EOM. M M~ II~M/. . M L•IOINRVI6R 1Fi0 ~M .~ VERIFICATION I, Lorie Heckman, Assistant Vice President, on behalf of Farmers and Merchants Trust Company of Chambersburg, depose and say subject to the penalties of 18 Pa.C.S.A., sec.4904 relating to unsworn falsification to authorities that the facts set forth in the foregoing Pleading are true and correct to the best of my information, knowledge and belief. l on Heckman, ssistant Vice President ~ Pf'fTl , ~ ~ -~ ~~ ~ _ o'S ~ ~ U~ ~ , .~ ~..~ t~ V - ~ ~ .D O V 1 ~0 N A q ....i C/~ rn `~ r -a C7- ~~ o IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT _ 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: b7 _ C;v;1 Ip-r'~ CHAMBERSBURG, PA 17201-6010 Plaintiff, vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: CareyCorp, Inc. A judgment in the amount of $37,136.85 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 Phone (717) 249-3166 Phone (800) 990-91~ JAMES, SMI tI ~~ NNELLY LLP By: A. enc ,Esquire Attorney LD.#55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 VIA PERSONAL SERVICE BY SHERIFF OF CUMBERLAND COUNTY c_ '" ~ o .,, ~ ~ ,+ ; F _.;, r;, °v ~ ~~ ~ ~ ~ . c~ ~ ~~ -!~ ~~a .~'" ~ x` IN 'THE COURT OF COMMON PLEAS OF CUMERI,AND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 CHAMBERSBURG, PA 17201-6010 Plaintiff, CIVIL DIVISION vs. CAREYCORP, INC. a!k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Brian H. Carey A judgment in the amount of $37,136.85 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 Phone (717) 249-31 Phone (800) 990-91 JAMES, & CONNELLY LLP By: / V S tt A. ietterick, Esquire Attorney I.D.#55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 VIA PERSONAL SERVICE BY SHERIFF OF CUMBERLNAD COUNTY na K~F ~] ~ „ ~ 1 ~ G~; r y w~ ~F C..J '~" Y ~ ~ ~ ~^v ~ .L..• ~ I .M tr~1y ~.i i _ `~ IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 CHAMBERSBURG, PA 17201-6010 Plaintiff, CIVIL DIVISION NO.. 07 .. (~ i vi ! ~~ vs. CAREYCORP; INC. a!k/a CARECORP; INC. BRIAN H. CAREY and LORI J. CAREY ' Defendants NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Lori J. Cazey A judgment in the amount of $37,136.85 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 TT 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 Phone (717) 249-3166 Phone (800) 990-908 ~Y LLP vScott Amick, Esquire Attorney I.D.#55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 VIA PERSONAL SERVICE BY SHERIFF OF CUMBERLAND COUNTY ^,~ -.., ~ rr~ ~ c~ ~. ' , .. ~ tJ ~: " =~ -r- ~' ~ ~- ~ . --~ Archer & Archer, P.C. By: Thomas A. Archer, Esquire 2515 North Front Street P.O. Box 5056 Harrisburg, PA 17110 (717)233-8676 Attorney for Defendants FARMERS AND MERCHANTS TRUST IN THE COURT OF COMMON COMPANY OF CHAMBERSBURG PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CIVIL DIVISION CAREYCORP, INC. a/k/a CARECORP, NO.: 07-5453 INC., BRIAN H. CAREY and LORI J. CAREY Defendants. DEFENDANTS' PETITION TO OPEN JUDGEMENT PURSUANT TO Pa.R.C.P. 2959 Defendants, Careycorp, Inc., improperly plead as Careycorp, Inc. a/k/a Carecorp, Inc. ("Careycorp"), Brian H. Carey and Lori J. Carey, by and through their undersigned counsel, Archer & Archer, P.C., hereby Petition the Court pursuant to Pennsylvania Rule of Civil Procedure 2959 to open the judgment entered in the above-captioned matter by Plaintiff against Defendants, and in support thereof aver as follows: 1. On or about September 21, 2007, Plaintiffs entered judgment by confession pursuant to Pa.R.C.P. 2955, et. seq. in the amount of $37,136.85, based upon Plaintiff s allegations that Defendant, Careycorp had defaulted on certain promissory notes tendered to Plaintiff by Defendant, Careycorp, to which Defendants Brian H. Carey and Lori J. Carey had provided personal guarantees. A true and correct copy of Plaintiffs Complaint in Confession of Judgment and Notice of Confession of Judgment are attached hereto and incorporated herein by reference as Exhibits "A" and "B" respectively. 2. In its Complaint, Plaintiff identifies two Promissory Notes, referred to as "Note 1" and "Note 2," respectively. 3. The Notes bear the name of the Promissor as "Carecorp, Inc.", which does not exist and did not exist at any time. 4. Plaintiff s Complaint attaches and references "Note 1" and "Note 2," but Plaintiff has only attached the first page of each note, such that the writings on which Plaintiffls claims are based are not fully attached as mandated by Pa.R.C.P. 1019 (i). 5. In its Complaint, Plaintiff states at paragraphs 11 and 17 that Defendant Careycorp is in default on the Notes for failure to pay installments of principal and interest when due. 6. Plaintiff s Complaint fails to state when and in what manner Defendant Careycorp failed to make payment on any installment. 7. In fact, Defendant attaches hereto and incorporates herein by reference as Exhibit "C", copies of the pervious three (3) months statements and associated full payments to Plaintiff for each of the accounts for which Plaintiff complains. 8. Plaintiff also attaches and incorporates herein by reference as Exhibit "D", a complete payment history on each of the loans since their inception, indicating that the Defendant was not in default on any of the installments allegedly due Plaintiff at the time Plaintiffls Complaint was filed. Accordingly, Plaintiff's Complaint fails to state any legal basis for the filing of its Complaint or the entry of judgment against the Defendants. 2 9. Defendants Brian H. Cary and Lori J. Carey were served with Plaintiff's Rule 2958.1 Notice by the York County Sheriff on September 27, 2007 and Defendant Careycorp was served by the Cumberland County Sheriff on October 1, 2007. Accordingly, Defendants' Petition to open judgment is timely filed. A true and correct copy of the applicable Return of Sherriff s service are attached hereto as Exhibit "E." WHEREFORE, Defendants request this Honorable Court to open the judgment in the above-captioned matter entered against the Plaintiffs and stay any execution proceedings on Plaintiffs judgment pending further disposition by this Court. Respectfully Submitted, Archer & Archer, P.C. Dated: October 24, 2007 By: Thomas A. Archer, Esquire PA Atty. ID # 73293 2515 North Front Street P.O. Box 5056 Harrisburg, PA 17110 (717) 233-8676 Attorney for Defendants 3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBER.SBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6020 NO.: CHAMBERSBURG, PA 17201-6010 Plaintiff, vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LQRI J, CAREY TYPE OF PLEADING: Defendants. CIVIL ACTION - COMPL~iIlYT IN CONFESSION OF JUDGMENT TO:. DEF'ENDANT(s) FILED ON BEHALF OF: YOU ARE HBREBY NOTIFIED TO PLEAD TO THE FarlrierS and Merchants Trust ENCLOSED COMPLAINT WITHIN TWENTY (20) DAYS Company of Chambersburg, Plaintiff FROM SE VICE HEREOF OR A DEFAULT JUDGMENT . MAY BEE D AGAIN YOU. COUNSEL OF RECORD FOR THIS PARTY: Scott A. Dietterick, Esquire Pa. I.D. #55650 AT'~ F , I HEREBY CERTIFY THAT THE ADDRESS OF THE PLAINTIFF Is. JAMES, SIVIlTH, DIETTERICK & 20 South Main Street, P.U. Boz 6010 CONNELLY LLP Chambersburg, PA 17201-6010 P.O. Box 650 AND THE DEFENDANTS): Hershey, PA 17033 CareyCorp,Inc. {717) 533-3280 503 Bridge Street, Suite112, New Cumberland, PA 17070 Brian H. 390 Benv and Lori J. Carey ~e, New Cumberland, PA 17070 PLAINTIFF IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: CHAMBERSBURG, PA 17201-6010 Plaintiff, vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY . Defendants. CIVIL ACTION -COMPLAINT IN CONFESSION OF JUDGMENT And now comes Farmers and Merchants Trust Company of Chambersburg ("F&M Trust"), by its attorneys, James, Smith, Dietterick & Connelly,..LLP, files this Complaint in Confession of Judgment as follows; 1. F&M Trust ("Plaintiff'), is a financial institution under the laws of the United States of America, with its principal place of business located at, 20 South Main Street, P.O. Box 6010, Chambersburg, PA 17201-6010. 2. Defendant, CareyCorp, Inc. a/k!a CazeCorp, ("Defendant CareyCorp"} is a .. Pennsylvania corporation with its principal place of business located at 503 Bridge Street, Suite 112, New Cumberland, Pennsylvania 17070. 3. Defendants, Brian H. Carey and Lori J. Carey (collectively referred to as "Defendant Carey") are adult individuals residing at 390 Benyou Lane, New Cumberland, PA 17070. (hereinafter, Defendant CazeyCorp and Defendant Carey will be collectively referred to, from time to time, as "Defendants"). 4. On or about October 1, 2001, Defendant CazeyCorp executed and delivered a certain Promissory Note in favor of Plaintiff in the origina.I principal amount of $20,000.00 ("Note One's, which Note One authorized Confession of Judgment. A copy of said Note One, containing a Warrant of attorney, is marked Exhibit "A", attached hereto and made a part hereof. 5. On or about October 1, 2001, Defendant Cazey both executed and delivered to N.. Plaintiffa Commercial Guaranty ("Note One Guarantees") irrevocably guarantying and becoming surety for all obligations of Defendant CareyCorp to Plaintiff under Note One, which Note One Guarantees authorized Confession of Judgment. Copies of the Note One Guarantees, each containing a Warrant of Attorney, ~aze marked Exhibit "B", attached hereto and made a. part hereof. 6. On or about October 4, 2001, Defendant CazeyCo~cp executed and delivered a certain Promissory Note in favor of Plaintiff in the original principal amount of $30,000..00 ("Note Two"), which Note Two authorized Confession of Judgment. A copy of said Note Two, containing a Warrant of Attorney, is marked Exhibit "C", attached hereto and made a part hereof, 7. On or about October 4, 2001, Defendant Carey both executed and delivered to Plaintiff a Commercial Guaranty ("Note Two Guarantees") irrevocably guarantying and becoming surety for all obligations of Defendant CareyCorp to Plaintiff under Note Two, which Note Two Guarantees authorized .Confession of Judgment. Copies of the.Nate Two Guarantees, each containing a Warrant of Attorney, are marked Exhibit "D", attached hereto and made a part hereof. COUNTI CONFESSION OF .nJDGMENT NOTE ONE AND TTS GUARANTEES 8. Plaintiffhereby incorporates by reference its averments in Paragraphs 1 through 7 as if set forth fully herein. 4. Neither Note One nor the Guazantees thereof, has been released, transferred or assigned 10. Judgment has not been entered against the Defendants on Note One or the Note One Guarantees in any jurisdiction. I I. Defendant CareyCozp is in default under the aforesaid Note One and Defendant Carey under the Guarantees thereof, far failure to pay installments of principal and interest when due. 12. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 13. The itemization of the amount due, including interest and attorneys' fees as authorized by the Note One is as follows: Principal (Note One} as of August 30, 2007 $17,625.24 Interest (through August 30, 2007} $ 281.IS Late Charges $.66 Sub-Total $17,91 S.OS Attorney's Fees and Casts (lo% ofthe total amount due) 1 791.56 TOTAL NOTE ONE $29,706.56 with interest on the principal sum of the Note One ($17,625.24) from August 31, 2007 at $5.63 per diem. WHEREFORE, Plaintiff as authorized by the warrants of attorney contained in Note One and the Note One Guarantees, demands judgment against the Defendants in the amount of $19,706.56 with interest on the principal sum ($17,625.24) from August 31, 2007 at $5.63 per diem, and brings said instrumen# to Court to recover the said sum. COUNT II CONFESSION OF NDGMENT UNDER NOTE TWO AND iTS GUARANTEES 14. Plaintiffhereby incorporates by reference its averments in Paragraphs 1 through 13 as if set forth fully herein. 15. Neither Note Two nor the Guarantees thereof, has been released, transferred or assigned. 16. Judgment has not been entered against the Defendants on Note Two or the Note Two Guarantees in any jurisdiction. 17. Defendant CareyCorp is in default under the aforesaid Note Two and Defendant Carey under the Guarantees thereof; for failure to pay installments of principal and interest when due, 18. The judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 19. The itemization of the amount due, including interest and attorneys' fees as authorized by the Note Two is as follows: Principal (Note Two) As.of August 30, 2007 $15,611.49 Interest {through August 30, 2007) $ 211,78 Late Charges $ 22.44 Sub-Total $15,845.71 Attorney's Fees and Costs (lo% of the total amount due) $ 1.584.58 TOTAL NOTE TWO _ •' $17,430.29 . with interest on the principal sum of the Note Two {$15,611.49) from August 31, 2007 at $4.99 per diem. WFIEREFORE, Plaintiff as authorized by the warrants of attorney contained in Note Two and the Note Two Guarantees, demands judgment against the Defendants in the amount of $17,430.29 with interest on the principal sum of the Note Two {$15,611.49) from August 31, 2007 at $4.99 per diem, and brings said instrument to Court to recover the said sum. WHEREFORE, Plaintiff, as authorized by the warrants of attorney contained in the Nate One, Note Two and the Guarantees thereof demands judgment in its favor and against Defendants in the total sum of $37,136.85 with interest on the principal sum ($33,236.73} from August 31, 2407 at $14.62, and brings sand instrument to Court to recover the said sum. 3AMES, SI~FITH, DIET,ICK & CONNELLY LLP BY: Scott Attorneys'for Plaintiff PA LD. # 55650 ~ ' P.O. Box 650 Hershey., PA 17033 (717) 533-3280 THIS IS AN ATTEMPT TO COLLECT A DEBT, AND ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG CONIlvIERCIAL SERVICES DEPARTMENT 20 SOUTH 1VIAIN STREET, P.O. BOX b010 CHAMBERSBURG, PA 17201-6010 .Plaintiff, CIVIL DIVISION NO.. vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. AFFIDAVIT OF BUSINESS TRANSACTION COMMONWEALTH OF PENNSYLVAI~TIA COUNTY OF DAUPHIN SS: Before me, the undersigned authority, a Notary Public in and for said County and Commonwealth, personally appeared Scott A. Dietterick, Esquire, attorney for and authorized representative of Plaintiff who; being duly sworn according to law, deposes and says that to the best of his knowledge, information and belief the Note One and Note Two, the original or copies of which aze attached to the Complaint filed in this action, was executed by the Defendants in conjunction with a business transaction, and was not executed purposes. or household ick, Esquire S WORN TO AND SUBSCRIBED BEFORE ME THIS 'i l`~" DAY OF ___,~ ~.~ , 2007. Notary Pub"iic MY COMMISSION EXPIRES: COMMONWEALT>a OF PEl+HVSYLVANtA Notaripl Seal ANsa~ M:° Sane, Notary Pubilc Derry Twp., Dauphin Courriy My Commission Expires Nov. 19, 2007 Member. Pennsylvania nssocietion 01 Notaries PROMISSORY NOTE Prjntdpal Amoutrt: $2O,OOO.QO Date of Note: October '!, 2001 PROMISE TO PAY. Careeorp, Inn. ("ttorrovwr") grandees to pay to Pamrore and Maroheerts Trust Company of Chambaraburg ("!,ender"}, or order, b kwful nwnsy of tfu United Stret of America, on derrrand,llre prkrclpai amount of Twsrrty Thowsad &00/1x0 Ostlers (t20A00.001 or a much as may he oug4nding, togstMr w1Or Ime»et on firs unpaid ou4tsnding prindpel batsnca of ech advance. (rrtarest slrsN bs oaloulatsd from Oro data o1 each advance rntll rapaynront of atth gdvetrw. PAYMENT. Borrower wM PaY tltk loan Immedlataly upon Lender's demand. Paymam M fuN It dw InnrtredlatNy upon Lsndsr's demand. Bomwer wNl pry reptdv monWy paymems of dl aeenrsd unpaid bmrsst due a of seoh paymsrrt doh, bsgYrnlnp November 1, 2007, with aN eubaquerrt bterest paynronb to M dw an firs earns dW of aaoh month s/he ttrat. Unka otlrsrwks agreed or regrtksd by appNoabk law, payment wBl bs sppNed tYet to any uyrrW aoNsctbrr nosh and any lah alrroaa, 1Mn m any urtpaW brhraet. and any rernNrdrrg emourtt to prkrolpal. The arrrual bthrsst rah for tMa Noh k oamputed on s 3S6/3a0 beak; that k, b'P applying tln ratan of the snnuN brhrsat rah ever a year of 3Q0 dqa, muttlptsd by the oubharlrtp pAndpd baMes, rrxdOpflsd by the aearat number of days the prktdpd bakrae k outstanding. Borrower wiN PsY Letrder at Lertder"s eddrtrss elwwn stave or at such other piece as Lendx rosy desipnete in wddrrp. VARIABLE Nt7HiEST RATE. Tire interet rate on this Note h wbjeot to ohangs from Ome to Ome bead on change h an irdependant index which la the New York Priors Rate a publkhed M the WeN Street Journal. When a range of rate hex been pubMshed, the higher of the rotas will be used (the "Index"). t'hs Index k not roeaasrNy the lowest rate champed by Lander on its bent. It the Index becomes unewllalrk during the term of thk ban, Lander may delgnah a subsOtuh •ktdex after notloe to eorcowar. Lander will hN eorrowar the eurcam Index rate upon Borrower's request. The itttareat rate change wlN not ooav nroro often than each tlme Ororo has been a ohenge b Oro Index. Borower undsrtksnda that Lander may make loans bawd on other rata as waN. The bttsrsst rate to be applied to the unpaid prbtcipel batsnca of this Note wNl be at a rate of 1.250 peroantags polrtt over the Index. NOTICE: Under fro circumstrress wIN Oro interact rata on fhb Note be more then the msximlan rate aNowad by appNcable law. PREfAYMENT.~'Borrowar may pay without penalty aN or a portion of the emoultt owed arller than h k dw. EaAy paymems wiN not, urdas agreed to by Lender M wrkktg, relieve Bercowsr of Borrower's oWipstbn to oontfnua m make psymerrts of accrued unpaid hrtereet. Rather, ashy payment wdl rsduoe the prirtolpel bdanoe due. Borrower agress• not to and Larxler payments marked "pNd In full', "wttfwut recourse", or elmilar krrptregs. If Borrower ands such a payrrront, Lander may accept h without losing any of Lender's rights under fhb Note, and Borrower wiN ren+skr obligated to pay eery furtirK emotxrt owed to Lander. AN wrkhn oonunrxrbeticm conoeming dkputad amounh, InaNxling My oheok or other paymsm irotrumsnt that indicate that tM psymsm eonstkutes 'paymsrrt h ftdl" of the amotstt owed or that k tendered whh other oorrdkbrrt or Ilmkatbna o- a toll saOsfactlon of a dkprmd smourtt mwt be maNed or dellverod to: Farmers end Msroharrt Ttust Company of Chambsrebrrrg,-P. 0. Box BO70 Chembsreburg, PA 17201-x010. LATE CHARGE. H a reguleriyecitedrdsd Grtarsrt paymerrt k 48 days or more fete, Borrower wNl be charged x.000% of tM rnpeld porton of tM regukdy saMdulsd payment. If Lender demands payment of this loan, end Borrower doss not ppy the loan in fuN w1Wn 76 days athr Landar'a demand. Borrower eko will M oha-psd 8.000% of rive unpsW portlsn of the sum of tM urtpald prlrteiptd plus scented tnpaid Interest. INTEREST AFTER DEFAULT. Upon defeidt, including falters to pay upon final maturity, Lender, at its option, may, M permkhd under appllwbla law, Increaa the varlebla interest rats on drkt Nth to 8.260 perorrttsgs point over the Indarr. The MNarast rate wNi not excad fire maximum rate psrmkted by spplkebla• law. M judgment k snterod b corrroctbn with lids Note, imarest wNl oorrtkrw tq accrue on tfdt Mote after judgment at the Interost rats applbsble to thh Not et the rims judgrtwnt le smered. DEFAULT. Each of the fglbwlnp ehail conethuh an event of defiuh ('C-vsm of Dehuk') under tNs Nos: 1 i P.ym.rrt Dsfauk. Barcowar taps to make any paymam when dw undw rids Not. I ~ • ~ Other Dsfrrdis. Borrower Yaks m comply with or >A perform any other term, obNgation, cowrtant or condhbn aontahrod In thk Note or In [ ~ any of the related document or to comply with or to perform arty term, ob6gatbn, covenant or condttlon aontalnad in any other agrsamen! ! bstweri Lender and Borrower, j Falas 8tatsments. Ar-y warranty, repreentatkrn or statement made a furnished to Lander by 8orcowar or on Borrower's Mheif under this ~ Note a the related dpntanents k !else or mteksdrng b arty metric! roapeot, ehhx now or et the tkns made or furnished or trooomse tales or.ndrksdirtg et say.Orrrq thsreafhr. Intalvsney. The dssolutlon or terminadon of Borcowar'a existence es s gdrW busirtess, the insolvency of Borrower, tiro appointment of e reoalwr for any part of'Uorrower'e property, any easipmmeM for the benefit of credhors, any type o1 erWitor workout, or the i oommenoemam of any prooesdirtx under •erry benkruphoy or Irmolvanay taws 6y or against Borrower. ~' Qadkor or. Forfslturs Procedings. ComnroncemeM of faacbaure or toifeiture proceedings, whether by Judbkl proceeding, self-help, repoeeeeebn or any other method, by any cremtor of Borrower or by any govammantal agency pgaktst any aoNsserel securing eM loan. ' TFds include a gambhmsnt of any of Barcower'rr ecoorrtts, Including dsposk eaootrrta, with LerMer. However, tide Eroent of Default shah 1 ~ not apply if there is a good fahh dhputa by Borrower a to the vaiidky or reasonablertee of tiro claim which k the beak of the orodkar or forfeiture proaeadktg end M Sorcowsr gives L,srtds- written noOoa of the orodhor orforfalture proceeding and dspwit with Lander monfa or ~: a surety bond for tiro cradkor or torfehure proceeding, in an amwrrt detercrdned by Lender, M Ft sob diacratloM a being an adequate rsarw orbond for the dkpute. Ewms Af(seflny Gtiarantot. Arty of the preceding events ocovs whh raspsat to any Gwrarrtw of any of the indebtadnea: or arty ' Guarantor dies or becomes Incompetent, ar revolcas or dispute the vaNdiq ot, a tiabllity under, any gwramy of the krdebtedrtess I evldanosd by this Note, in the avert of a deth, Leralsr, at hs option, may, but steep not M required to, penrdt the GWrarrtor'e estate to aattrrra uncorajitbnelly the obligations arising under the. guarorty In n roamer setiafactory to' Lsrrder, and, jn damp ao, taro cry Event of ~ Defeutt. ' Change In Ownerahtp. Any change In ownership of twenty-five•peroant (2596) or more of rtes common stock of Borrower, Ad±rsrrs Chenpt. A mstsrlal adverse ehsnga ocorire in.Bonowa•s flnpx:ie} eondltbn, or Lander bsNevea tits prospect o! payment ar periofnrance of thk Note k Impa(tsd. rraeorMty. Lander )n good faith bsllevea ttaif insectne. Curs Provirlorr. 1f any default. t>ther than a defiult in peymsrrt k cvaWe end if Borrower he not been ghron a notice of a breach of the same provkion of this Note within the proceding twsNs [121 months, k rosy ba owed (end rro awns of defauh wiN hays oocurrad) I} 8onowsr, attar recaivirtg written rtotbe from Lender demanding cure of such dafiuk:.11) eves the dsfiutt wkMn fitters 116) days; ar (2) If the cure.roquire more then fitters (151 days, immedahly irtitiaLS• steps which Lander dams in Lsrdar's sob diacreUon to bs sullk:iertt to taro the default and tharesftsr continuos and oompktes all roasonabb and neceaery traps sutfioiem to produce compgattce w soon na roasonabry prsatbai. LENDER'S R10HT8. Upon default, Lander may, after giving such natioss as required by sppibsbk taw, declare the erttire unpaid princl~:~el balance on ttds Note and all accrwd unpaid interest irmrtediateiy due, end than Borcower will pay that amotmt. A7TOHNEY8' FEES; FJt1aEN8E8. Lsndx may hka er pay sorrwona alas to help oollaet this Nots If Borrower does not pay. Borrower wilt pay Lender that amount. Thk include, subject to any limits under appibabk law, Lender's attomeyt' fat end Lender's legal expenas, whstMr or not then k s lawsuit, ineludinp attorneys' fees, expanses for bankruptcy proeeadirtgs (including efforts to modify or vacate arty automatic stay or Injunetbnl, and appeals. 1f nol. prohibited by epplloable kw, Borrower dao wiN pay any court coots, b sddttion to ell other sums provided by law. GOVERNING LAW. Thla Note wNi be governed fry, eantrtrsd and enforced M agaordanos nikl- federal kw acrd the kws of rtes Commomvsdth of Pennsylvenk. This Nota has been acoeptad by Lsndsr In the Ponrrwnweatth of PsnnsylvaNa. CHOICE DF VENUE. If there la • lawsuit, Borower agrees upon Lender's request to aubmtt to the jurisdiction of the courts of Cumberland BorrOWer: Csreeorp, Ino. (TIN: 26-1828848) Lender: ' Farm.rs and teisrolrnts Trust Company of B41 Brides Street Chaerlmsburg Nsw Cumbsdand, PA 77070 Rknar FNpI-way 20 8opar Main Stmt . P.O. Box 8010 Chambsreburg, PA 17201 (7171 284.6116 Reiersrtoes in tiro shaded area are for Lender's use only end do not Iimh tits eppNoeWllty of fhb document to arty partrculer tiara a keen. Am Item show aontelnina •' •' has been omitted due to text knatl- Ilmhatlons. Borrows[: Careeorp, Inc. [TIN: 26-7f1198481 641 Bridge 8trsrt New Cumberknd. PA 17070 Lander: Fam»rs and Merchants Trust Comprry of Chambaroburp Rltnw Highway z0 Booth Mein 8tnat P,O. Bott x010 tXtaatbenbwg, PA 17201 {7171284-8710 Guarantor: Brien H. Cruet' ISSN: 1884e-7069) B47 Bridpa Btnet New CumbsrMnd, PA 17070 AMOUNT OF GUARANTY. Thk is a guaranty of peytrurtt of the Note, btaludnp without iknkreon ttte prbtelpei Note amount of Twetrty Thorrwnd & 00/100 DoNaro {SZ0,000.00). GUARANTY. For good and tnluable eomidaratlon, Brian H. Carey ("Gwrerttar'1 abaosnety and urtcottdlBortaMy puararwsa and promkw to Pay to Fmnas aril MarcMrrbr Trust Gomparty of tXtembersburp {'Lender") w ke order. on demand, M kgsl tinder o! the Unked States of Ameba, the Indabtednaes (as that term Is deflrud babes} 01 Caraeorp. Yrs. {`Borcotrnr"1 to Larrdar on the terms sad ssndflbtu set forth b tltb atrarartty. MAXIMUM IJAB1E.11'Y. The maximum 14bigty of Guarantor tatrNr fhb Owrotuy shell not axcaad at any ono tbrle the amount of the Indebtedness deacribsd heroin, plus all costs and expenses of fA- ertfaraemem of this Guerarty end . {B) coNemion and sob of arty oogstsrd esourinp this Ouarerriy. The show Iknhetlon on.fiahNhy b not a rsstrbtlon on the amount of the Indsbtedrtess of Borcowar to Lender ekhsr in the sppropeU or at arty one tktur. if Lender preesndy holds one or moro guersntka, a hsnelter reselws addidonai gwremiss from Gwrontor, Lender's rlptds under sg gusrantles shell lte cumtdstlw. Thk (~aronty sttaN not {unless spacifloely provldad below to the oontreryl sffaot or bvalkbts soy ouch other puarantks. Owronbr's IiebNty wBl be Guerontor'a epprepsts IbbBty under the arms of fhb Guaramy end any such other untemSnsled puaramies. WDFJYfEDNt:S3 OUARANTEf~. The IidebMdness pusrsnteed by this Guarority includes the Note, inaludlrtp IN ell prtnolpal, {b) all Imarest, (c) ell lets aharpes, [dl dl loan fees end ben chergM, and Isy eN oolkotlon costs ant exparaas ralatlnp to the Note or to any aollataral tot the Note. Copsct)otr cosU and expenses include wkhout Nnitatiort all of Lender's attorneys' foes. DURATION OF GUARANTY. This Guaertty wN take afhct when reoehrsd by Larder witttortl the nscessky of any aooeptencs by Lender, or arty notice to Guarantor or m Borrower, and will continue in fill torts vro1•ail Indebtedness shell hew hem firily and flneNy paid aril setislbd and ail of Guarantor's other obNgstbns under this Gwrertty ahaN haw been performed b tuB. Ralaese of arty other gwnrrcor or tsrm'aiWon of my other guaranty of the Indsbtedneas shall not affect the NahNty of Gusrantar under fhb Guaranty. A retrooation Condor roeehm f-om any one or more Gtrsrarrom shill not sfhet the NabNlty of arty remalrrlnp Gwrentora under this Guaranty. Thb GaarorAy oovero a rwolvYrp Nrs of cndk and h b epedflceily entbipsted that flaauaflorre wU ooow In Urs pgnpata aswurtt o! irdsbbdness owing tram Borrower to Lander. Gwnwttor apeeMlaally aabtowbdpee and apnea that tluotuaUorte b ttre amorart of IndebNdnws, awn to two -dohrs 14 0.00?, shah not aonaahris e temtbatlon of fhb Gwranty.. Guarmtar's NablNty urrdsr fhb Guaranty ahaN tsrminsb Doty upon IA) terrrdastlon In wrMYtB by eenower and Candor of t)-s Wte of ardk, {Bl PaY~t of 1M indabtedrass b 1uN h Npal fonds[, and ICI paymaot to id b bSN tender of aft of 9tesrstttor's other obllpaNats under this Guarmty. GUARANTOR'S AUTHORRATION TO LEND~t. Gunatttor suthoraaa Lend, wkhout notloe or demand and without knwNp Ltuardrtor's Ibbity under Chia Gwronty, from [lens to [lens: {A) , m make orta ar mare additional second or unescund bans to Borrower, to lases squlpmsnt or otMr goods to Borrower, or otherwise to extend additiond aradit to Borrower; (B) m alter, comprombs, rerrsw, axtaertd,• secelerate, or otherwise change one a moro tlrrtas tM time for psymsm or other terms of the htdsbtedrrese or srty part of the Indsbtedrteae, irtciudlnp increuea and deereesee of the rata of irrteraat on the Inrbbtedraas; extsrraions may ba repeated end may be for brtpar then flw oripkal ban form; (C} to take and hold securty for ttte payment of this Guaranty or the Irtdsbiadrtaes, and sxchangd, enforce, wsiw, aubordktrte, fall or decide not to partect, and nlsese my such saourity, wkh or whhout the rubstkutbn o} nave coNaterd; ID1 to release, sttbstkrrte, aprae not to sus, or dasl with erry one or more of tiorcowar's aarafln, endoroan, or other pwrs+tton on any terms or in srry manner Lerdar may choose; {E) to detercedns how, when aril whet applioetlon of paymants•and cradlb shill be mods an tM Indebtedness {fl to apply such security and diroct the order or manner of sale theroot, including wkhout Nmkatbn, soy nwr~udbld sale psrmttled by the emu of the controNinp eeaurlty apresmant or, dead'of Cruet, es Lender in lea dberation may determine: IG) to seN, trsrafsr, assign or prom pareblpatiorm in all a mY pert of the indebtedrass; and fN) to assign or treneler fhb Guararty h whole or in part. GUARANTOR'8 REPRtiSENTATIONB AND WARRANTEES. Gwrentor raproaenur end warcartts to Lender that {A) ro roprosentetbns or spresmmts of arty kind hew been made to Guarantor whbh would limb or quelffy In arty way tM•temrs of this Ouuamy; {B) this Guaranty is executed et Norrowar's request and not at the request of Lender iC- Gusransor hes.full power, right and authority to arttet Irrso thk Gwrertly; IDi the provisions of this Gusrsmy do trot conNfct wkh ar roach In a dNauk under any agrwmmt or other inatrrmant binding upon Gwrantor and do not rauh !n a violation of arty ties, repulatlon, Doan decras or ardgr rWpNcabls to Gusrontor; iE7 Gwrontor hilt not and wIN not, without the prior wrkbm consent of Lander, Ball, hose, aesipn, eni:umber, hypotftaoeta, transfer, a otherwise dbpoae of all a aubetentiely aN of Guarentor'a sawta, or soy interest titxeln; Ifl upon Lerdar's request, Guarantor wNi provide to Lander fManakl and oredk Mforrnatlon In form acceptable to Lander, and ell such flnaneiN InforcneUon which ourrantly hes been, end aN irtwre linanclal Information whbh wNl be provided. to Lender k and will be tors end correct to eN metarbl roepscte end fairly praaertt Gwtarttor'a t{nanoial aonratlon es of the dates the financial inforrtatkxt b provided; tG1 no malarial adwne ohwtps hoe ocovrrod in Gusrarttor's ffnartobl condition since the dots of the most recent finenoW atatemeMe provided to Lender end no awnt Ito occumd whbh may materially edversey attest Gusrerttor's flnsnclel oonditlan; (H) no lhipstlon, claim, inwstlgetion, sdmirtbtretlva proosedbtp or simile[ scfion Nrtciudlnp those for unpaid texas) egekwt Otarontor b pending or threatened; (I) Lender hea made rw ropraaentMbn m Guarerttor as to the orodhwortitirtase of tlorcovnr, and WI Guanmor hss estsbNshad adequau means of obtaining hom Borrower on a contlnuinp bash sdormatbn regardktg Borcowsr'a tinsrtcial cordltbn. Guarantor egress to keep adequately ktformad from sash means of any feats, events, or oiraumstenaee which might in arty way sthct Gwrttmw't risks radar fhb Guaranty, and Gwnntor further agrees thst Lender :hill have no oblipstlon to ~soloae to Gwrarrtor any Infarrrration or docurnems acquked by Lender In the torsos of rte relationship whh Borrower. GUARANTOR'S WAIVHi6. Except ae prohibited by applicable law, Gwrantor waives arty right to regain Lender {A} to continue lending money or ro extend other cradle to Etarawar; {B) to make arty prsssmmmL txotest, demsnd, or rtotloe of any kind, including notloe of any nonpsymerrt of the -ndetrtedneea or of soy nonpaymam elated to arty ooilaesrd, ar natlce of arty acton or nonsctlon on tfte port of Borrower. Lender, soy surety, endorser, or other guarantor 1n aonrretlon with the Indebtsdnaas or In connection with the ereetkxt of new or additional loans or obNgatior»; fC} to revert for payment or to proceed directly or et once against arty person, Includirp Bprrovrsr ar arty other gusrmtor; fDl to proceed dlnctly apainn or erdtsust any ooilatsrd Ftsld by Lender from Borrower, any other guaramor, or arty odter person; {EI to give notice of tM bane, tbrte, and ptaca of arty publb or ptivass sob of petsoral property security held by Lander from 13orrowar or to comply with any other appNcabb provisions of tM Uniform Commsrabi Cods; tFl to pursue any otfter remedy within Lender's power; or iG) to commit any act or ombsbn of any kind, or at any time, with rospeet to erry mstbr whstaoswr. In edditbn to the waiwro set forth above, if row or irraattsr Borrower k a Halt bworra baoltreat end tM ktdebtadrtw sheN rrrlt #d es tiirrse until pakl ba tuEy second try colbtaral pletfpad by Borrower. O+rramor itaroby forever waives and gives up fn [aver of Lwalsr sritilOrrow~G aad~ Lender's end [Eorrower's rospectivo woosesors, erW claim or rlpM to peYment Guarantor may rtov- liaw or ttenafew Craw or aorfiie apstrse . [iorrowar, by aubrogaHon or othsrwks, eo tMt et'no date shalt Ouanntor M or beaama a 'wedkur' of 9orrorver witlin d.r awarttrrp of 17 U.S.C. section 547{b-, or soy successor provision of tits federal bsnkruitlcy lava. Ouarsntor dso waives any arW ail nphb or deisnaes srbinp by mason of {A) any "ores action' ar ";,idFdeficisrtcy` law or any otllef ties which may proven[ Lsndsr from bringing arty actkm, inaltdinp a cbkn for dsfiaiancy, against Guarantor, before or•eftar Lender's correrrsrtcerrrent or completbn of arty foreelaure eatlan, dttw )udloiety or by exercka of a power of oak; (B) any skatim of romediaa by Larder whfelt dratroys ar otMrwles edvewaly affects Gusrantos"s aubro~dort tiptRa or Guarantor's rphte m prooaed egekrat Borrower for rsNrr6rrtisrrrsrlR,. ~, withart IlmitaUOn, any bee of riQtrd (irrarerttor may etrffar 6t' mason of arty law gmkbq, ~quslffyirtp, a dkcatmginp Sre ~-~ dkabrTily a other dsferme of Borrower. at cry other guarsrrcor, or of any other person, or by rossan of the resesetbrr of Bpipwsr'r any cause whaUwwr, other than payment in hilt b NOd Candor, of the Indatrtsdnsst; iDl soy ripM to ckkrt dkaftarge of the ~.tial,~ -:'': the basis of tstjuatlfied impairmsrrt of ~ colfaterd for the lndabtedrtess; (E) soy statute of limitations, k at any limo any action or wit brsrrpfr[ by Lander against Gusrarrtor is aommsncad, there it outstsndinp Indebtedness of Borcowar to Lander whkNt 4 not barred by soy sppBeable statute of Ilmhatlona; a if} any defertaes given to guararrtora at law or in equhy other than ectusl peYmem and perfonttsnoe of the Indebtedness. It peYmem is made by Borrower, wtretlter voluntarily or otherwka, or by any third party, on the Indebtedness and the after f! , ! COMMERCIAL GUARANTY k~ f~ ~ iContinuedl ~ 3 4, ) ~ j to Lander, together with all ronewsh ot, extenslorn ot, moditlcatioru of, nfinencinge ot, eaneoTfdrtiorr• of, end ~ fp the e ~ i promhsory note or agreement. ' Rehtad boaumeMe. The words 'Related Documents" msan'sIl promissory notes. eredit egreanterrts, fpen egreernsrrrs, arhdtoretr~rlsl ~ i epreaments, gwronNas, aeeurity egrsemertes, mortpegss, deeds of trust, sscurlty deeds. collstarsl rnortgsges, and a• odrer +rs.tenstee, i egreemerrta end documents, whether now or herosftsr existhg, executed In Connectlon whh tits Mdshlsdnees. II i CONFESSION OF .pIDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE EI ~ PROTHONOTARY OR CLERK OF ANY COURT iN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHEl~, TO APPEAR AT AMY Tlhl~ ,; FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUB AND WITH OR WITHOUT COMPLAINT RLFD, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THlS GUARANTY AND ALL ACCRUE INTEREST, LATE i , CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURMG THE i INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMM188iON OF TEN PERC~17' ;10%) OF THE UNPAiD PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTK)N, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (a<6041 l ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR c A COPY OF THIS GUARANTY VERIFIEb BY AFRDAVIT SHALL BE SUFRCFENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY ~', ~ TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, 8UT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER 'THIS QUARANTY. ~~ GUARANTOR HERFJ3Y WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WRH ANY SUCH yi ! CONFE35X)N OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLEb THIS CONFESSION OF i JUDGMENT PROVISION 70 GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY It~EPENDENT LEGAL COUNSEL. ~; GUARANTOR AC OES HAVING READ ALL THE PItOV1810N3 OF THIS COMfir1ERC1AL QUARANTY AND GUARANTOR AGREES TO ) I ~ RS TERMS. COM RR~f~AIL. GUARANTY lS DATED OCTOBER 7, 2007. THIS GUARANTY IS GNEN UNDER SEAL AND IT t8 NTa11DED ~D BNALL COIiSTITUTE ANO HAVE THE EFFECT OF A SEALED INSTRUMB~IT ACCORDMi1G TO LAW. THAT THIS U + / ~! GUARANTOR: f r ' end deliwrfrylJp ra Prssenw of: X Whn.e. INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA wuNTY of Cuter bcrt-th•r~ i33. On this. the 4K day of l9 ~m beat . 20 dl , beforo ma t"/1 l1,/{-- /--. Sit ~ AIQ .A R .the undorsfaned Notary F'ublh, paroonsYy ePPeerod- 8rl-an H. CeraY, nown to me or satiafactody proveni to ba the peraon'whoio name Is subscribed to ltle within instrument, and aeknowhdged thst hs m she axsoutsd the same far the purposes thereto contained. to whness whrrsof, I Mreunto set my hand sod oftbhl eael. NohdM eY OMflshffttso:Q~mhaesndOaiab' Notary 'g.~ , Pers»YNanh A}eodaaa+m NaYUW WI,11„YM~Y,.. t.17.iRIt WwMMw/11r,Y t.t~.R lu. MR. et14 MtW.t~.wt •M LMMI{eMR TAitt ,M1lt CaMMERC~A! GUARANTY References In the shaded area ere for Lamder'a tree or:l~r~ rtd"do not Iknk fife applbsb0{ty of fhb doaurnsrK m any particular ban err item. Am Item above conteinino hss been omitted due m text bnatit Iimkatlone. Borrower: Cancorp, ins (TIN: 26.1818648) Lender: Partnsn and Nbroharrts Trwt Cornparty of 647 Bridge Stmt Chsntbwsburp Nsw Cumbarbnd, PA 77070 Rknar Highway. 20 Routh Main Street P.O. Box 8070 Cltambersbtrtp, PA 17201 {7171 264-6116 Gunrentar: tat J. Carey ISSN: 186-60.7343) 641 Bridge 81nat Naw Catmbarlartd, PA 77070 AMOUNT OF GUARANTY. Thb b a pwnnty of payment of the Nob, baludbp wkhotR lkrrltation tM pifnclpai Nob amount 0l Twenty 7hatrsand i 001100 Dollars ft<20,000,001. GUARANTY. For pond and valuable oonaldention, Carl J. l;aray l"Guamm~r'} absohrtely and urwondltiartaNy pwnateee and promku to psy m Farman and Merdtante Trust Company of Cfgmheratxarp f"Lander'! tar Ib' order. on demand, in opal tander•of ell UMted Stags of AmaHoa, the Indsbbdness (p that tsmt b daBnad bobwl of Careoarp, Ina. ('Bortowar'1 >n Landat on 11M farms and oonditbrra sat forth h fhb Guaranty. MAXIMUM LIABN.I'TY. The maximum liablEty of flua-arttar order fhb Guanrtty shay tat exceed at any one time the amount of the Indabtednsea deaoribed MrskL phts aE coats aril expenses of iAI artforcernem of this Guaranty and {BJ ooMaatbn and sab of any r:olletarsl aarwrinp this Gwromy. The shove lirtdtatbn on #abllky is not a restrlatlon on the emoum of the Indabtedr-ns of Borrower to Lander akher in tM appngats or at any one time. If Lender prpemly holds one or more puarottdaa, or hsreatter recehroa addklonaf pwrarrtln from flusromor, Lender's riphts.undar all pwrartties sME be atmtulatiw. Thb Gwromy shall rWt lunleu spealfioally provided babes to tM corttrsryl afhot or MwEdste any such other pwnntiaa. fluaromor's liability wid be Gtasnrttor's aggregate lisbi6ty under 1M terms of this Gwremy and arty auah other unterntktatad getsrart0ea. INDEBTEDNESS GUAAANSEED. The Irxtobadnses pwrontpd by this Ouuertty Includes tM Note, ktcWdlrtp (e! ail principal, (hl eE krtereat, (cl sli kte oharQes, (dl ell loan tees erd loan ehergae, and {e) ell collection costs end expenses rabtlnp m tM Nota o- to arty colbterol for the ~I Note. Cdbctlon costs and expanan ktcluds wlthcut limkatbn eE of Condor's atmrneys' Case. ~~ DURATION OF GUARANTY. This fluersnty will take efhot when received by Lander wkMut tM neosesity of any acceptance by Lander, or any notbe to Guarantor or m Borrower, and w#I oomlitus in hrll force omit all Indebndnsae shall haw been ft,ay and finally paid and ssdi8ed end sE of Guarartmr'a other oblipstbns under th4 Guarorty shah hew bpn performed to full. Rabase of sny otltar puenntor or tarminatbn of arty otMr pwrsnty of tM Indsbtednese shell not affect tM IlebiEty of flvarertmr undp this Gwnnty. A roYOOatbn Lender rs:xiva from arty one or j more Gwrerttors ahaE not affect tits #ebllky of arty nmatnkp flusnrrton under fhb Guaranty. Thb Buararrty sown ^ -avehrYip Ens of uadk and k b spscflleaEy antlalpatad tltatfltredsstbm wll osow ti tira apprpah aneauet of htdabtadaan owing from Barrotrar to Lender. Gwrarttor apaciBoaiy sdrnowladpas and aSnp that 1kreWetiens in the rmwnt of kdebpdeleas, awn to tyro deEan t! 0.001. ehaE rtst conatkub a ~ tsrmirration of fhb Ownmty. GtutarKar's hhEky under fhb Gtannty shat tataNrtab only open !Al ternikartbn b wridnp hY Borrower end Lender o1 tit• Ene of endk, (BI tsayrrtarn of Cite Indsfradnsse b fuE ht bpai arrrM, and ICI payntartt In hrE b bpal tartdar of aE of Gttanmor'a otMr obMpritiona Ynder fhb Gaerorty. - j GUARANTOR'S AUTHORIZATION TO LENDER. flwranmr aulhorizae Lender, wkMut notiw or demand and wNhout bperdnp flwnmor'e hbtlty eptdat thk Ownrtty, hem tkrts m tktte: IAI m make one or moro addkbnel aecurad a erreaured bans m Borrower, m lesea squlprnent or otiter goods m Baxrowsr, or othsrwba m extend sddltbnal axedk m Borrower; 1BI m sker, aomprornba, 'rsrow, extend, accabraie, or otM-wlee change orte a mare times tM for for payment w other terms of tM IndebMdraesa or any part of 1M Indsbtedneae, Inckx#np irtarsaeee and decreases of tM nb of Imyreet on 1M Indebladnus; .sxtensbra may be ropeabd end msy fro for kxtper then the original ban term; lq m take and hold escurlty for the payment of title Guennty or tM Indabtednasa, and exchange, snioros, wales, j subordinets, fag or decide rest m perfect. erd rsbne arty such eaourky, with a without tM aubstiturion of nary coEatsrsl; lDl to rebeae, subetldan, agree not to aw, ordeal with arty one or more of Borrower's auretlse, srtdoreers, or other pwnmm~ on arty tarrru ax fn cry manner Lerxbr may choose; tE) m determine how, wfuut end whet sppibation of pymama and credits ahaB Ira made an ttr ktdsbtMrteaa' . {Fl to apply such eeourFty and d7reot tM order or nrratsr of seb theraol, kaludinp wthout Emhetiorb any rtortjudiobl sale permitted by the farms of the ' corttrdlinp secutity agreame-it or deed of tnat, n Lander b ks dhrcrstbn may dotsrmins; {GJ To sell, transfer, seslpn or grant particlpetioru 'rt ~ ell oe any pert of tM Indebtednses; end {HI m saaign ax transfer fhb Guaranty in whole of in part. i GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guiramor reprosartta and wsrrarrte to Larder that IAI no reproaentetktns or agrasrnants of any kind hew been made m Gwrantor which would Emk or queEry b any way tM terms of fhb Guaranty; 1BI this Gwrarty b j executed at Bonowe-'e, rsgeraat and not d< ti>• roquaat of Lander; {q Guararrbor hoe full power, right and authority m srrtar inm fhb fltrerenty; IDI !ha provlabna of fhb fluerorrty do rat aorrfllot wkh or resaak in a dahuh under arty aproamartt or otM[ katrumarrt bindirq upon Owrarttor and do not resuk In a violation of any law, rspulstbn, coot decree or order sppgaabb m (iwronmr, IEJ Ouenrtfor has not and wIE not, wthout tM prbr written comsm of Lander, aeN, hose, aaipn, encumber, hypothecate, trartsfar, or otMrwbs dispose o} ell or etrbatarttlally sE of Gwrentnr's eeaate, or any interest therein; iFl Capon Lender's request, Ouararnar will provide m Lartdar Ensrtabl and arodk information m form acrxpubb m Lander, end ail such Enenoiat Into-matbn which curnntly her bean, and aN future fktarrciel htbrmation whbh wEI be provktsd to Larder b and wEI be true and caxrsct in all matsrld nspsata and fairly prs.am GuerpMOr'a tinsnebl oottditlon p of'tM dates the financbl inlomtatkxt b provided; tfll w metarbl adverse ahanpe has ooaurred in Guarantor's flnenaid condition akae tM date of the most recent finencbl stetemente provided m Larder and no svam hp acaurrsd which may ntateriaEy adversely affect Guaramor's Enencbi conddbn; {HI no Etlpation, claim, imrosrigetion, administrsdw proceeding rx• similar actor Nnakdhq those for unpaid texas) atgairnt Ouxanta h pending or ~ threatened; •NI Lender has made no reprepmetion m Guxenmr es to the areditworthlrtass of Borrower, end Wf Guanntcr hp eatablishod f adegwte means of obhinhtp from Bbrtower on a coMbtitp beau informaton nperding Borrower's Bnencbl condition. Guarantor aprsra m s keep adequstaiy intormod from such rnsane ~of erly facts, werrta, or chctxnstertcss which might In arty way affect Gtterarttor's -iske under fhb Guersnty, and Guaronmr further agrees tftat Lender shall ttwe no obligation m discba m flwrartmr arty Infonnarion or doctrmsmt ecquhad by Lander in the couroa of Its ralatbnehip whh Borrower. i GUARANTOR'S WAIVERS. 6coept p prohlbksd by applbable law, Gwranmr weivee any right m raquke Lander iAJ to coittirtw bndinp i money w m extend otfrr eredk m Bortovwr; IBI to make any prossntnwm, prdtaat; demand, or rtotbe of any kindr Ineludirtp notice of 'arty • nonpeymam of tM Indebtedness or of any nartpsymsm related m arty aolleteral, or notice of any satlon or nonection on tM part of Borrower, Lsndar, any auroty, endorser, or other gvarsrrtor in eomsMlon with tM Indebtadrwss or In eonrwction whh the creetbn of new or additional 1 loans or obNpetbna; {q m roaort for paymsrtt or m proceed directly a at once spairnt arty psraon, inclu~np Borrower or any other pusrwroor, IDI m proceed dlracriy egelnat or exMust arty oollatsrel ttNd by Lander from Borrower, ar-y other guarantor, or any otlrr psnon; tEl m pies notice of tM urms, time, end plaa;a of any pubEa or prhran awls of penonal property security hek! by Lartdsr from Borrower or m rxxnply wkh srty other appibebb provlslons of tM UMtorm Commercial Code; {FI m pontes arty ottwr tamedy within Lender's power; err 101 m commit any aai or omission of arty kind, or at any time, with respect m My matter whstsoever. • In addition m the waHen set forth show, If now or Mnelter Borrower b err shag become Inaolwm and tM Indebtedness aha# trot at eE tittles until paid be fully secured by collateral pbdped by Borrovwr, Guanmor Mnby frttaver waives and Alves up in favor of Lsndar and Borrower, and i Lender's and Borrower's reepactivs eucoessors, anY claim or right m peyrnsM fluarortor msy now hew or Mruftar baba or acquits epsirtst Borrower, by subrogation or otharwbe, eo thn et no time atoll Guarantor be or beeortts a 'orsdkor" of Borrower wltltYt fife mesrdrtg of 11 j U.S.C. aeedon tf47lb}, or any euacsssor provlrlon of the Fa ~erel bsnkruptcy bws. j Gveramar oleo waives any and eB rights or defanap arhinli by roaaon of IA- arty "one seNon' or "anti-dsflcisrtcy" low or any other law which may prevent Lender from bringing any action, ktaludinp a claim for deficiency, epstrst Guarramor, bsforo or shot Lender's oomrnenoemertt or ' oompbtlon of any foraolosuro action, etthsr Jwllobly br by exerobs of a power of sab; (~ arty sbotlon o} remedies by Lender which destroys or otherwise advensly affects Ouarsmor's eubropatan rights or Guarantor's riphta to proceed apeinat Borrower for reimlxraemsm, ineludirq without IlrNtation, sny kxu of rights Guarenmr msy suHu by nssrrn of sny Isw Ilmldng, qua#fyinp, or dieoherpktg the Indebtetlnees: iq any dlseb#tty or other defense of Borrower, of any giMr guarantor, ax of arty other peroon, or by resaon of tM caasetion of Bortowm's IfabElty from any cause whatsoever, other Than payment in lull in tsgal tender, bf the Indebtedness; IDI any right to claim discMrps of the Indsbtednese on tM basis of unJuetlfbd impairment of any collateral far rite Indebtedness; (Ei arty statute of limitations, H at arty time any action or suit brought by Lender against Guarantor I: eemmeneed, Cheri b outstanding Indsbtadttsee of Bortowsr m Lender which b not barred by sny applicable atetuts of limitaYrow; or IFi any defenses g'rvan m guanrttora at law or in egtnhy other than actual payment end performance of tM Indebtedness. If payment is madn by Borrower, whether voluntarily or otherwise, or by any third party,. on the Indebtedness end thereafter ,, COMMERCIAL GUARANTY , IContinued} Paga 3 to Lender, topethar wkfi all renewele of, extsnelons af, modifloettons of, relkrencinps of, consoildettons of, end aubstltutlorq far the promissory riots or sprestnerrt, Refsgd Doctensrrts. The words "Related Dooumants" mean all prorrdssory notes, credk aproements, ben aprssmenta, smikonmentel sprssmerrts, pueranties, seourity epreaments, rriortpspss, deeds o4 trust, sacurhy deeds, coYetsnl mortpepn, and sil other inatrumenta, aprssmsrrts sod dooumsrte, whsthsr now or Mresfter exhtlrp, sxeauted In aortnsation with the Indsbbdness. CONFESSION OF JUD0MIENT. GUARANTOR HEREEY .IIUtEVOCABLY AUTHORIZES AND EMPOWERS .ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWFIERE, TO APPEAR AT ANY TIME ' FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BEGONE DUE AND WITH OR WITHOUT COMPLAMIT BLED, CONFEB6 OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND A!L ACCRUED INTEREST, LATE i CHARGES AND ANY AND ALL AMOUNTS EXPlS1pED OR ADVANCED BY LENDER RELATING TO ANY COLATERAL SECURING THE INDEBTEDNESS, TOOETH~ WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (SO%) OF THE UNPAID PRDCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FNE HUNDRED DOLLARS (1500) 1 ON WHtGi JUDGMENT pR JUDdMF~ITB ONE OR MORE.EXECUTIONS MAY ISSUE IMMEDIATELY; AND POR SO DOING, THt9 GUARANTY• OR i A COPY OF THIS GUARANTY. VERIFIED BY AFFlDAViT SHALL eE SUFFICIENT WARRANT. THE AUTI•~RITY ORAtYTEp IN THIS GUARANTY ' •TO CONFESS JUDGMENT AGAINST GUARANTOR $HAU. NOT I3E EXHAUSTED BY ANY EXERdsE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES. UNT1C PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER TH16 GUARANTY. GUARANTOR HEREBY WAFVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARfNG IN CONNECTION WITH ANY BUCH CONFESSION OF JUDGMENT AND 6TATES THAT ERHER A ITEPR~ENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF j JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEElY REPRESENTED BY INDEPENDENT LEGAL COUNSEL, GUARANTOR ACKNDWLEDaES HAVING READ ALL THE tNtOVIb10Na OF THIi COMMERCIAL OUAIIANTY AND GUARANTOR AORB86 TO I ITb TEAMS. TIiIS COMIAERCIAt GUARANTY M DATED Ot:T06ER 1, 2001. TH18 GUARANTY M QNEN tRYDEp SEAL AND IT IB fN'TBIDED I THAT THi6 GUARANTY 16 AND SHALL CONSTITUTE AND HAYS THE EFFECT OF A SEALED MISTRUMENT ACCORDIRIG TO LAW. I GUARANTOR: • i ... ,.,.. L. Lor J., s wl.dpsd dsMvs d prsssees of: ...dG~• , .sf r ~,.. WMnus X 'Wltnesa INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PFJdN$YLVANIA 1 /~ -SS COUNTY OF t_Ji,., /,.mar [ ~T.. D U On thls, the ~'~ der of `{7 dfx, , 20 ~/,~_, hetae me (.:i{,,1. lr.u~ n7. ti . R{1'~'G2 the unden(pn tsry PuPu c6l~onslly appeared Lwl J. Cs-ey, known to ms (ar s for y proven t~-the person whose name la subscribed tc the within kretrwnent, end scknowbdped thM he or she sxeouad the same for the purposes thereto aorndrxd. kt witnsp wlaroof,l hsnunto sst~my hand and oflJopl aril. • Nt>aatitlbssl Clrtlsrte Al,llrrr , Rorie Nota Pu4}K~14'~IBrll ~ tooo ' ~Issibst, PenrreyMele Aseodalon o1 Naarin IANIl11~ 1~M4 w• L1A740~ hM• Iw,trM,",W MMM4IM. Inr. 10Y1• M Mih ll,~,~ •M ,~•r• r ali4 Hit `.'"'.~F~'~''~" PROMISSORY NOTE -,~~• ,. Refsencw In the shaded ores are for Larder's uw only and do not Nmh five appibebNity of this document to any psrdcubr ben a hem. Am Hem shove oorrtaYtirra "•• `" has been omitted due m tent Ienoth Ilmhatiorre. Borrower; Caeeorp Inn. (TIN: 2&-1879848) Lender: Farmers and 1Aeral+ertb Truef Comparry of 641 BrWgs Street Chembeta6urp New Cumberland, PA 1707D Commercial Sarvbes Oapsrorrw-t 20 South Main Btrat ' P. O. Box 8010 Charrrhareburp, PA 17201010 (717) 284.8118 Prindltsl Amount: 830,000.00 Date of Note: October 4, 2001 PROMISE TO PAY. Grecerp Inc. {"Borrower") prontlgs to pay p rwmart and Merohanh Trust Compary et Chsmbarsburp ("Lander"), or order, in Iewful money of flta UNhd Stave of Arneriea, Are prlnelpal ssttotatt of Th1rtY Thousand &001100 Dopers 1130,000.00), mpeths whh tmetast on 1M unpaid prlnolpel bahnw Irwn Oopba 4. 2001, tndA geld In tut.. PAYfY191T. Subject h arty payment ohanga roautanp Irom nMnpee In Ah Index. Borrower wW p.y thla ben in eecordance with Are btowbtp paymaat scirsdute: 00 rnordhly eoraseutlw priralp.l errd Ythtaet prymanb In the hdMl amorart of 1384.28 eenh, bepbtnNtp Noverrdrar 10, 2001, whh btsraat oaloulsted on Ate unpaid prlrtdpal balerrt:a et an Inhlei dhteounpd irrl.ra.t rate of 7.2b0% per annam; 68 rnortthy oonaewtlw prYrolpel and bHereet PeYrranp In Are lalMaJ amorrtt o! 1364.27 esoh, bepiertLtp Notremher 10; 2008, whh kthrest oatorrlahd on tfie unpaid prlnoiptd balartoea et • dboouttted kttereet rata bawd sn the NY PrYna - bier-edlsta Change (currently Q.DOD%}, phrs a rrut-gln of 1.260%, rwrdgrtp h an inidsl Interest rate of 7.260%; and one pdnalpal and Irrbrest peymant of 1864.12 an potoba 10, 2011, wtdr inbraat eNerdrttsd oa tM tatpafd prhtolpsl badsnoa sR art Mtbrest reb bared on Ar NY PrYne • brrrredab Change larrrenty 8.000%1. Pkra a trra-pin of 1.250%. reaultlng In an btMsf Interest rah of 7.260%. 17th NArrrated fMrel payment b bead on the antmQtlon that M peytrtenb vrr be made e:caoAy as aahadubd end that Ute btrNx doe riot altsnps; the aattW Mel payment wH ba for d prbtclpal and aaatred Irdereat not Yet Pall, topaAta with any otMr trrtpald atttotrep ttndsthis Nob. Upba oAwrwisa agreed or roquired by appAOSbls low, psyrnents wlN~ba apptsd first to airy tutpaid eoliaotlon soap end arty lets ohspse, Aran to arty pnpab Irrtrre.t, rrrd erry remaktlttp atrrotatt b prlnslpal. The annral Irrerratt rats for tiro Nob b aa»puted on a 3B8tl80 heels: that b, by rrppplrtp the retb of Ate armwl Mtbraat rata over • year of 8110 days, mrdtipisd' by Ara outstamLYtp pAncipsl bslsrtca, rrarlAplbd by the aotwi rwartber of deya Ave prtrrdprl balertoe b ouh4ndktp. Barovwr wiA psy Lender at Lender's eddras shown above or et each other piece ere Lander may dasipnah fn wrhkrp. VARIABLE AYTEREST RATE. For the Arot 80 peymems, the kttereat rsh on tfYs Nob wIA be 7.260%. Theresitar, the kxerost rats on fhb Note b subject m cltatpe from Ams m time based on chenpes in en irtdepandam irtdsoc whk:h la the Now York f4irrte Rea a puhAsMd In tits Wat Street JoumN. When a range of rate hoe ban publbhed, the higher of the rates wIA be used (the "index"}, Tits Index b not rrecessrNy the bweet rats che-gad by Lender on Its ktarts. H the kdax becomes urovalkbb damp the term of this loan, Lender may desiprtah a substitute index after noAoe m Borrower. Lander wNl teA Borrower tM eumrn index rate upon Bvrrovy,K'e request. The lnweat rep ofrsrtpe wNl not ooeu- more often ffisn each tkrsa tMro hss been a change in Are Index. Borrower undershrds that Lender mry make bsrw tresad on Ditto rstaa sa well. Ths interest rap or rates m be epplbd m the. tnpaid prlnclpai bebrrca of fhb Note wAl bs the rate a rMee act forth herein in tiw Payment seotkm. ' NotwhMhndlnp any other provision of fhb Noh, after the 11rst psymant scram, the kRereet rap for acfr strbaegtwrtt . payment etrosm will be sffaot{ve as of the leaf payment data of the Just-ertdtrtp peymertt strasm. NOTICE: Under no cirarrreprtoas w.N the Interest rap on fhb Note be nwro than the madrrtum rah elktwed by appibabie law. WMnavs Increase occur i» the frrhraat rah, Lander, er Ito cation, mey do one. or tnoro of the following: fAl Increase Barows's psymsrrh m artwre Boerower'e~ ban wW psy oR M its oripirel iktd maturity data, {B) incrsese Barovaer'a psymarts to Dove sccrtrhp Irneratt, 1Cj Increase Acs numftar of florrowsrs Paymsrtts, aid (0) continue Borrows's payments et the same amount end Increase Borrower's Brta1 peymern. PAEPAYMENT. Borrower mey pay whlaut penalty aA or a portion of the amount owed ceder than k b dw. Eery payHtertb wild not, unless egroed m by Lander In writing, rol{ave Borrower of Barows'a oWlpeAon m contkrw m make payments under Ave payrriw'It achfdda. Rather, early payments will roduca the prineipei bslence due end mey reeuh bt Borrrnror'a msklnp fewer paymams. Borrovrar egress trot to cad Lander paymsnh marked "paid in hd", "whhout recourse', a similar brtpuape. If Borrower sends ouch a peymenL latdar !MY acppt h whtwut bairtg erry o} lender's dphh order fhb Noh, end Borrower wAt remeln obApsted m pay arty further arriotart owed m Lards. At wrhtan eomrtwnbadone eonoeminp disputed emouma, Ineludirp any check a other peyrnsm instrumsrrf that irdlcetp that Ave psymerrt ocrredttrtss 'paymarn in IuA" of the amount owed or thstda tandarod whh other condltbm a Amhatiate or. as fWl aaAsfeetian of a dliptttsd arrrotert must be mailed or delivered to: Fermata and fJlerchanh Trust Company of Chambenbtrg, P. O. Box 8010 Chamberebtsg, PA i7201-0010. LATE CNAROE. it a payment b 18 days or more fate, Borrower will be charged 8.000% of the atpaq portlon df tGlf'r'~lfliAy scheduled paytttsrtt. 1NT@tEST AFFER DEFAULT. Upon default, inahrtArtp talitera m pay upon Anal maturity, Lands, at ha_opibn, may, If ~ •_ appAesbla few, Irxaasee the vsieble k-tereat rata on this Nog m 3.26p paroerrtags polrns ova the Index. The Interest rata wA! rtes` , ~ arstckrtrart rate pennittad by epplioabb law. M judgmsrt Is ernarsd b eonrwction with fhb Note, ineerest will corrdnue m ~ie~~ #bh after judprnant at the inhrest.reh appllcaWs m fhb Nato et tM time judpmsrn b ernsrad. DEFAULT. Each of the folbwing shsA corrtltute an evern of dafeuh {'Event of Default") under this Note: ~ ~~;~,' Payment Defsuh. Borrower fails m make any payment when due order this Note. r1 ~.. ~ t lid Other Defaults. Borrower falls m comply wkh or m perform arty other term, obligatkrn, covenant or condition corrteitedfrj• ,1rt arty of the related documenb or m comply with or to perform arty term, obllpeUon, covensnt err oordhiort oorneirted b any: , between Lender and Borrower. tyke Stetemenp. Arty wsranty, reproarnation or shhmam made or famished m Lender by Borrower or on Borroaisi's' Nog or five rolehd dooumerth Is isles or nrbbadtttg M any mahrlei respect, alths now or et the time made or fumbMd`' or mbbadinp st srry time thereafter. inaohmroy. The dbeahrdon or tenninetbn of Borrower's existence as a going business, fire ineohrenoy of Borrows, ilia racehnr far arty pert of Borrower's property, arty asalgrtrrterrt for the berwfh ci credhore, arty tYPe of creditor wmmencemern of any proceeding under erry bankruptcy or irwolvanoy lows try or against Borrower. %^_~~{ Credetor a Forfeltrae Prowadlrtpa. Cwrenenoement of torsclosare or forfeiture proceedinpa, wMther by judicial ropossesabn or any otMr method, by sty crsdhor of Borrower or by any govsmmerrtal agency ageinet any colbtasl ~~ This Includes a gambhntem of any of Borrower's accounts, Inoludktp depoak socounh, with lender. However, thb'Ewe4;~? not appy H thee le a good filth dispute Iry Borrower ere m the vepdhy or reaartsbisneea of the elafm which fa the beak of Yorblture proceedirtp and If Borrows gives Lender wrhhn notice of the creditor or forfelttrre procsadktp end depwlrs with e surety bond for the crodhor or forfehtrre procesdkp, In an amount determined by Lander, in ib sob dbcretbn, as being: • , reserve or bond for tits dispute. Ewrtta Attaodnp Ousnmor. Any of the precedbrp sverna occae whh reapeot m arty Ouarerrmr of any of the i r3ueranta dbs or become lneompeterrt, or rovokes or diapuha the validity af, or liability aids, any pueranty of dM svkfenced by this Noh. In the avant of a dsaM, Lends, K Its option, may, but shell not be required to, permk tM GrrajejB:«• sesame unconditionally the ohlipstiwts aMnp under the guaranty M a msnr»r eatlsfacmry~ m Lender, end, in doing m, oat- Dsfeuh. ~, Change In Owrrarehip. Any change in owrxrehip of twenty-flare percent {26%) or more of the common atoak of Barmwar. Adwroe Chanpa. A msterbl advera.chertge occuro in Borrowar'a Bnenciel condition, or Lander beAeves the prospeM of pi~nlil performance of this Nota Is impaired. .3 Inpwrlty. Larder in good fehh bel'reves itself inaeoure. Cora Provisions. If any defeuk, other then a default in payment is curobie end H Borrower bee not been given a notice. o' same provision of thla Nota within the precarling twelve (12) months, It rn.y ba cured (end no everd of detach tilts Borrower, after receiving written notice from Lender demsnding cure of such dafauir. (1 i cures the dsteuh wthin tHteari.~ 'rf the car requires more then fifteen f161 days, immedietsy fnhiates apps which Lander dams in Larder's sob drecrstia to cure tits defauh and theroefhr continues end compistee atl reasonable and necessary steps sufficient to produce compl reaeonebly praeticel. LENDER'S BIGHTS. Upon detaWt, Lender may, after pNlnp such notbss as roquketl by appacabls law, declare tM an[iro balance on this Note end ell accrued unpaid intsest immedietaly due, and then Borrower will pay that amount. COMMERCIdL GUARANTY Referenoea in the ahsded mea w for Lsrdar's uas only and do rat Nrrdt the appibsbllity of thh dooumsrk to any partlculm loan or Mom. Arrv kam above contahtina "•••' has bean omitted dw to text bnatlt Nmltations. Borrower: Ca-saorp Ira. (TW: 25-1819649) Lander: Fafntan•ard Msraharrta Trust Gompsery of 641 Britlpe 8trest Cifarnbersiury New Cumberland, PA 17070 Conanaeslal Barvbea Depertrrhnt 20 Sooth N1obr Streit P. O. Bos 6010 Chartrbaribtfrp. PA 17201.8010 (717) 2e4s,1B f306rGlitor: Brim H. Cwy;SSN: 19936-7089) 822 Hummel Averrw Lerrayns, PA 17043 AMOUNT OF GUARANTY. This is • prrerelrty of paymsrR of the Nob, Irrdudbq wltlrwt Nmltatlen tM prlneipri Notr amount of Thbey Thowend Z7< 00111)0 DoOata (130.000.00!. GUARANTY. Far good and vakubls norreWenrtion, 6rlen H. Carey ('Owranpr"I absoktt~ly and errcorxNtlmraNy pwnntasa and pranlsas to p.y to Famten and Memharrta Tntet Coepany of Chamhorabreq ("Lendm") ar ks order, b heal tender of tM tfnlteQ 8tatas o1 Amarka, the fndebtadnsa In that farm k dsOnad bslow- of Carecap Ino. t'8orrowsr") p Lertdar em the terms and cardidonaaetiortlr In fhb Guaranty. MAXINAUM UABILRY. The mexkrarm Ilsbgky of GueraMOr under into Gummdy shell not exceed st arry one time the amount of the Irdebtedness described hweln, pica aN cosh end sxpertsas of (Ai anit+roament of tide Guaranty acrd. IB) oopaoticn and sob of any coNatard ssaurktq thk Gwnrty. The above fsnitetlon on Nobility is not a rostrlotbn on the amotmt of the lndebtednees of Borrower to Lartdar either In the ppregste or at any one tone. If Lender presently holds ens or mas guararrtiea, or irarwfter reosivu additionaF pusrentles hem Ouarsnmr, Lsndm's rlptrta under. eN gueraMlas ahe11 be cumWathro. This Guaranty ahaN not furtleas epsatfloaNy provided below to tits aoMrary) affsot or kwaNdate any each other gwrortbs. Guarantor's NabNky wig be Guaratuor'e agprepate NehiNty under the !arms of fhb Guwwny end any enoh other urdsnninated gwrantba. WDBBTEDN~S.GUARANTFFD. The Indebtedneaa gwnMaed bythfa Guaranty haltdee the Note, irakdlnp (al aN~prkreipel, (bl eN lmarost, (c} alt late charpao, Idl all ban teas end loan chergee, and {aP alt rwNictlgn ooste and azpsrwes rsbtinp to the Note or m arty coNetmal for the Note. Coilsetbn costs and sxpenws inabde wkhout Nrrdtetbn alt of Lerrdar'a sttornsya' foss. • bURATN]N OF GUARANTY. Thle Gwrsrty will talcs effxt when reaahrsd by Lsrdsi wkhout ttrs newsaity of arty acceptwas byLerdet, or any notice to GuanMOr or to Borrower, and wiN oontirxw In full foroe uM8 all Irrdabtedrrsae shelf hew bean hrNY and fatally paid end setiatbd end all of Guarantor's other ablipatkrns rxtdsr thin Guaranty shall hew boon performed in full. Release of shy otMr quararROr ar tarmdpkion of any other gwnrny of the IndebtednsaL ahaN not effect the N~Nity of Gwrantor undm thb.Gwranty. A rsvoaption Lander rwaivp from say one or moro Gusranmrs ehdi not nffsct the NsbNity of arty romdninp tirmmton under thh Gwronty. GUARANTOR'S AUTHORI2ATNIJN TO LENOBf. Gwrentor autlrorizae Corder, wkhart aotlce or derrwrd and riABtelrt i thasnrrmr's ilaboty under this Ouerortty, from tLtte m flint.: (AI to makq errs or men addkbnal secured or unsseund loam to liorrewr, to Isaac equipmert or other goods m 8orrowm, ar otftarvrisa m extend sddkional crsdk to Borrower; {BI to oRm, oargewrdea, rMsw, extend, acoebrata, w otherwlw oharpp one or more tines the time for payment or other forma of the'Indebtadnaa or arty part of tfr! Indabpdness, Inciudlrtp Irrcreem and daaresaes of the raa of Interest on the •Irdsbtsdrtas; extsrtaloru may bs npeafad and rosy b1 tw brtpo- thin the original loon term; (C} id take and hold aeourky for the paymam of this Gwremy or the Indebednesa, and escltrgs, snlorp, waive, wbordinets, fail or decide not to eeriest, and roleaea arty sash asourky, wkh or whhout the subetkutlon of rww aoNstarol; IDi to robase, aubatiurte, agree not m sus, ar dad with any ens or men of Borrower's suratba, sndoraen, w rnfisr pwrentors on argr tetras or h arty mariner LenrNr may choose; (Q to dotamrlne how, when and what appNaatbn of paymsrM end cradles shah bs made on tlw MUatltlltlrroa IA to apply such eeourity end diroat tits ordm or msnr-1r of aeb thweot, Inab+dktp wkhout Amkatloh, any noNudk:bl sob penn1t1r6.by tiro twins of rho corttrollinp sacurky agrasmert or deed of trust, as Lender M ks dboretion may determine; IGI to aeN, transfer, eadgn ar' grant psrtloipatiorts M ell or erry pert of the Indebtedness; end (HI to assign or trsnoMr this Ouarofrty in whob or b part. GUARANTOR'S REPRE8ITITATIONS AND WARRANTIES. Guarardor roprsssnte and warrants to Lander that IAj i1a or aproemsrrts of arty kind have bean made to Owramor Which would Nmit or gwNfy In arty way the feint of fhb Guaranty; IBI tlrb Gwrartty b executed at Borrowm'a request and not at the teasel of Lsndar; {C) Ownmcr ha full power, right and sutfarky to mrllrr arras tltb Guaranty; , IDI the provisioru of fhb Gwranty ~ not confHot whh or rseult In a defauk under any aproemertt or othw Mstrrrirmrt bktrirq upon Gumrrtor end do not rosult b • vlolatlon of any law, rspulatlon, court decree or order eppNbabie m Guarerrtor; (q Guxartor hea rwt and wNl rat, wktrout the prior written oonsarK'of Lender, eeN, bee, aseipn, arretimbsr, hypetlraeste, transfer, or otherwlw dls~ooe of.s01 or wbsprrtWy dl of Gwranmr's assets, or arty interest tharoin; iFI upon Landar'a rprrast, Guarantor wIN provide ro Lander financial and cradle idonnetion In form eccepteble m Lender, end all such fktenotd irdormatbn whleh currnttly has bean, end dl futuro ilnancid iMormetlon whloh wt tea provided m Lsndw is end wIN be true arrd cairsat h sN materiel respaob end fakly prsaaht Guarantor's llrianalal eondltion as of the dtlgo lira RnericidT information .b provided; {G} no matadpl adverse change het ooourred in Gwrarrtor'a financial condkbn dote tM date of tits moat recent finanaVal stapments provkfsd to Candor end no scant hea oaarared whbh may maprlsMlf adversely affect Grsrantgr's firrarx.'fal aonrdMiorr {Hl no Ntlpetlon, eldm, InwstlpatWn, edminiatretiw procaedinp a aimllm aeebn (iraludinp ttaas for unpaid taxsq apNnet Gwrarptlr's patriftp or threatened; • fl} Corder has made no representation to Gumantw as is the credhwortldnaae of Borrower, end (JI Genrorrtor hair eelabNalred adequate maeru of obninirrp from Borrower on s conNradrg basis Irdormatlon +spardinq Borrower's firterakl cardkbn. Guarwelifr.srrees to keep adsgwtefy Informed from such meene of any faote, scants, or oiroumetenoa whloh might in arty way afteot Gwrgrta's doles ie~dsl ttis GwnMy, end Guarwrtar further egress that Corder ahaN hew no obligation to diaclase m Guarantor erry Inormation or doatwrwtts sogFied by Lender in the course o! its relationship whh Borrower. GUARANTOR'S WAIVERS. Except as prohlbksd by applicable Isw, Gwrertor waives arty right to require Lander fAl to cenatireae ferrdtnp mousy or to extend othm credit to Borrower, (Bi to make any presenbnsM, prateol, dsmsnd, or.notioe of err/ kind, inciudatQ nwllis of any nonpayment of the Indebtedness or of any nonpsYmeM related m arty codatenl, or notkre o1 any action or tanaatlon on ttw peat of°leosieawi~ Lender, any surety, endorser, or other pwrartor h cpnnectbn whh the Indebrodneas w In epnrraetbn with the creation of new of slHlldiia/ losrts or obllgatbns; iC1 to resort for payment or to proceed dirootly or at ones against any pgtsort, Ineludlnp Borrower or arty otlron poariiifhr, Ibi to proceed directly apairrst or extsswt arty oolletaral trdd by Lender from Borrower, arty other puwamnr, or srry othw person; IQ 1s notce of the terms, tlme, and pets of any pubNo or prhreae ode of perwnd propertysaatrrky hdd by Lander from BoROwsr or tgmapNfvAas any othm appNcebb provbbns of the Uniform Commweiel Code; tF} t9 purWe arty otrier remadq within Lender's power, or IG} to earrrtliR'>tiiR sot or omission of any kind, ar et soy time, with reapeat to any molest whataoswr. ~ '. In addition m the waivers set forth shove, it now or hmaeftsr Borrower Is or shah become inaoivert and. the Indebtedness ^hatl not et sr! te~ir . urtil paid be fully secured by ooNetmd pbdped by Borrower, Guararrtor haroby torovsr waives and gauss up in favor of Lender erd 9arnswer;+iiiQ' Lender's and Borrower's raspectlve suceeesan, arty claim a right to paymxrt Guerorttor may raw hove m hereafter haw or aegrin apeiriw•. Borrower, by aubrogetfon or otlrerwles, ao that et no time shall Gusnrrtor bs or becomes "credhor' of Borrower withn tlrs mwinp of 1t .• U.S.C. section 54Tibl. or any successor providon of tM Eiders! bankruptcy bws. - Guerenmr also waives any end•ali rights or deisnass ariairtq kY reason of {Al any 'one action' or 'anti-daficbrgy' Isw or srry otMr law wffcli nay prevent Lender from tulnplnq any ecdon, InctraNng a claim for dsficbncy, apdnat Gwrenmr, before or affar Lender's commwroanartt ai completion of any foreclosuro action, either irrdiciaNy or by sxereiw of s power of sale; lei arty ebetion of ramedba by Lender whbh damoYs or otharwlss edvereely affiots Gusrorrtor'e subropetior, riphte or Ouererrtor'e rlglrn to grossed agalrrt eorrovrer for reimburaemem. MroNrdi,rp wkhout limkatlon, any loss of rights Ownentar may sr.ffer by roaaon of any low limiting, gwlifyinp, or dbrfiarp6tg the Indebtedness; ICi any dipbiltty or other defense of Borrower, of wry other gwrantor, or of any othw psnon, or by reason of the oessetlon of Borrower's NabNky fiom any cause whatsoever, other then payment in fuN In bps! tendm, of the brdetrtedrreas; tDl any right to alsim di~charps of the Indsbpdnea an the heels of unjuatitiad impairment of arty coNatird for tM indebtedness; (q arty etatuto of Nmhatbna, It at any rims arty action or auk Firorrplrt . by fonder against Gwrertor la commenced, there Is outstandfnp Indebtsdneas of Borrowm to Larder which is not barred by arty eppifeafNic' • statute of Ilmitations; or Ilc} any deierraes pawn to puaronmrs M law or in poky other than actual payment and pertormeras of •tfaa Indebtedness. if payment ie made by Borrower, whether voluntarily or otlrsrwtse, or by erry third party, on the Indebtednen and tfsannferi . Lender le forced m ramk the amount of that payment m Borrower's trustee In bankruptcy or to any similar person under arty !adore! or spas bankruptcy law or Isw for the relief of debtare, the Indebtsdnas etas!! be•ooneldmad unpaid for the purpms of the enforeamsM of this Gueranrtjr. GwraMar iwther walwe and egress not to eaaeR or ckim st arty time arty dedrictlorrs to the amount puarantead under thin Guaranty for any cidm of setoff, aounterclelm, counter demand, recoupnrerrt or similar right, whether such cldm, demand or right may be asserted by the Bortower, the Gusrartor, or both. COMMERCIAL GUARANTY •. (Continuedl • . .Page 3 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 WCfHOUT COMPLAINT FILED, CONFES6 OR ENTER 1 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 RSATING TO ANY COLLATERAL SECURING THE INDFJ3T®NESS, TOGETHER WITH COSTS OF SUIT, ANO AN ATTORNEY'S COMMISSION OF TEN PERCENT (1091) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT {N ANY EVENT NOT LESS THAN RVE HUNDRED DOLLARS (0600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; ANO FOR SO DOING, THIS GUARANTY OR A•COP'Y OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIEiJ1' WARRANT. THE AUTHORITY GRANTED 1N THIS GUARANTY TO' CONFE86 JUDGMENT AGAINST GUARANTOR BHALL NOT BE EXHAUSTEp BY ANY EXERCISE OF THAT AUTHORITY, BUT 9HALL CONTINUE FROM TIME TO TIME AND AT ALL TIME6 UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUI; UNDER THIS GUARANTY. s GUARANTOR HEREBY WAIVES ANY R10HT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDt3i SPECIFICALLY CALLED THl3 CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. i GUARANTOR ACKNOWLEDGES HAVBit3 READ ALL THE PROYFSION6 OF THIS COMMERCUIL GUARANTY AND GUARANTOR AGREE8 TO Il'S TERMS, p1~ERCIAL GUARANTY IS DATED OCTOBER 4, 2001. THIS GUARANTY IS CiNErI UNDER SEAL AND tT 18 NdT~1ipED THAT THI UAR ANb SHALL CONSTRUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. srri de1{wr}dam the presence oh X Wltnsas lNDIVlDUAL ACKNOWLEDGMENT COMMONWEALTH OF PB1NSriVAN1A couNTY of ,t^~qM l,.~c tr+-N D ) BS • On thb, tM 4 ~. day of (~,1.obe.+~ , 20 A ~ baton ma t/fiR/G1~N t f'j'), .Sl~e.rOrt~1G. ,the urelsnlpn~Nc, penanally sppem~ H. Gretr, c~rwrm to me Im seVSieottorily Drown) to be tha parBOn whoes name le subsorlbed to the within knRrumertt, and saknowlsdpsd that hs or ahs axacutsd'tha same for the purposes lhsraM coMalnsd. In witnep wl»rsot, 1 hirsurRo set my bend and ottklat spl. . NplerMISW OatilMlrgtJNdjr Notary uMl . Msrebar, WnnsNwnlaAaeodMbnoeNoirlss MMIrINMUM w.LI'fJ~tl y.. Mn1~~~1,w,IM~,1,11iwrK I~1. YI. Y~wluwr •~11 llONIlA1iMC RMd M+ COMMERCIAL GUARANTY References in tM dtsded area are for Larder's we only and do not Mmlt the sppNcahtllty of thb dootansM m arty partloular loon or item. Anv Itarrt above oorrtsirima ""•` has been omitted des m text length Nmkatinrtc. BOIyOWBI': Carecerp Inc. fTW: 26.18188491 Lsndbt: Farmers and Merdratrts Trust Cotnpsrry of 6k1 Bridge 8ttet Chafrdferabte0 New Cuml»rlsnd, PA 17070 Comrrarakl Seralews Dapartmerd 20 Bottih Mdh Street P. O. Box 6010 Chsrttbsrabtxg, PA 1720'1-8016 (7171 2d4-8710 QUAra[ttOr: Lod J. Carat' 158N: 165-60-7343) 822 Hummel Avettw Lemoy+ts, PA 17043 AMOUNT OF GUARANTY. This k a gwratRy of peymant of tlta Nob, Inchtding without grnibtiorl tM prltrclpal Neu amount of Thkty 7itowsandt & fXN100 Dollar. 1430,000.001. . GUARANTY. For pond and valuable eoneklatadon, Lori J. Carey l"Guarantor"1 absokMly and urtaortditknaRy pwrethees aril promless fb pay m Farman and INerahanta Trwt Company of 12tembersbttrp Platelet'! or tta order, h k8a1 tender•af the Urtitad States of Amsria, the irtdrbbdrtsrs Ira that tarn le defitsd babes) of Careoorp inc. t"Borrower"! m Lender on 1M brma and oondkions wt itufh h thb Guaranty. MAXIMUM LIABILITY. TM maximum Nebtlfty of Gwrartor wrier this Gwrarrty shall not exceed eK any one time the amount of tM Ittdsbtadness daecrlbed herein, plus all costs and expanses of IAi enforcement of thfe Gwrsrdy and Iel rwllection end eele of any coNetaral eseuring this Gwnnty. The above limketion on Ilebllky le not a reetriadon on the amowtt of the Indebcadneaa of Borrower~m Lender ekher in tM aggrogau or at sny ores time. If Lander prsaarttiy holds one or moro gwrsMte, or heraettsr noelvee addkionel guerentks fran Gueronmr, Lender's ripha under ell pwnntiss shill be eumuladve. Thk Guaranty shall not (unleu spselNeally provided babes m the oontreryl effaat w invalbats any cosh other pwrarttie, Guerarlmr's Ilabilky wNl be Gwnrttor's eggregeu Nebfgty under the arms of this G-warrty end any ouch otltar umermineted gwrentiea~ INDE8TbT1N8SS GUARANTEED. The Irdabtedneas guarernaed by tMe Guaranty Inckrdas the Note, Including let aN pdnolpM,_ fb) aN irrteraet, Ic1 all Isu charges, Idl all loon fee end loan charge, end (s) all oolleetbn aosu and expense relating to the Nob or m arty collenrel for the Note. Cotlsctbn scare end expanses Irtduds wl0tout Nmltation N of larder's attotneya' has. DURATION Of GUAP,ANTY. Thk GtrsreMy wW take sfteot when rocelved by L:arrdar wkhout the naoeasty of arty aocsptanoe by Lander, or srry rtotioe m Gwrarlmr or m Borrower, and wtll tontines in full force urrti all htdebtsdrtese shall have boon fully end finally gold end satlafkd end all of Ousronmr'a oNwr obligations order this f3uarardy eha9 how ben perfomred In full. Release of any other gttanntm or termination of arty other guaranty of the indebtedness shall rat affaat the IlebiNty of Gwranmr under title Gusrorrty. A revoastion leader roaeivsa from MY ono or more Gwramm~ shetl not affect the Ileblllty of art' rernefning Gwrentoro under this Gwrarttjr. GUARANTOR'S AUTHORI2ATN)N TO LENDER. Gwrartmr authorizes Lender, wl(hout notke or demand aril without keening 3wrstrtor's tleFAIkY under lhis Gwrarrty, from tbna m tler: lAl m melu one or moro sdditbnal assured or urtascurad leans m Borrower, m lease equipment or other goods to Borrower, or othmwUs m exurd addkiohal cradle m Bmowar; i8) m shat, aompromlw, ronaw, axund, scaslerete, a otharwbe change one or more times tits time for payment or other terms of the Irtdebtedrtep or arty part of tM Irdabtadnass, Including incrosaas and decreases of the rats of letterset on tM kxlebtedrwas; axtsralona mqy bs repeaud and may ha for kxtgsr than file original ben farm; IC! to take end hold eeaurky for tits payntmtt of Ws Gwrarrty or the Indebtedness, acrd exchange, enforce, waive, subordinate, faN or decide not m perfect, end repass any such saowlty, wkh ar without the aubetkutlan of new coeslmel; ID1 m release, subathtrts, setae not m sue, or deal with sny ono a more of Borrower's sureties, endoreero, ar outer gwnrtmn on any firma or b any mamar Lender may choaaa; iEI m determiro how, when and what applicallon of paymerta and arodtb sltaN bs muds on the indabtedrtaea IFl to apply attatr aarxnity end dheet tM ordm or manner of sale thereof, Including without Wrtitation, art' nonludkiel eels pamtkted by tM umu of the oontrolBnp security apraemsrt or deed of trust, 'ae Lendm le its dlearetbn mry dstermina; 1G1 m Bell, transfer, assign or grant partiaipstronc m ail or any pert at the Indebtedness; end IHI to Helen or trarabr thk. Gwrenty in whole or b part. GUARANTOR'S H9rRE8ENTATIONS AND WARRAfITIES. Ouarsrtmr represanb end warrants to Lender that IA- m representations or aprasnrerris of erry kind haw been mark m Ouanrrmr whbh would Nmit or qudky le any way tM arms of thin Gwrerrty; 181 this Gwrartty le executed at Borrower's'roquest aril not st the request of Lender, IC1 Guarantor has full power, right and authority m enter Nu this 4uaranty; 101 the provisions of this Guaranty do not oonfllot with rx result in a defauh under any sgrearrtent or otMr irastrorrterrt Wndktg upon Gwrertmr and do not rewk in a vbletlon of arty lees, reguletlon, court dacros or order applloable to Owrertbr; iEJ Gwremor ice not and will not, whhout the prkr written owtsent of Lander, sett, lease, assign, ertaranbsr, irypotiteaete, transfer, or otlrsrwiea dispop of dl or substarAleNy ail of GwraMOr'a assets, or any Irttenat tiwreln; IFi upon lsrder`e roquesL Gtlerantor wtll provide m Lartdm f{rtancisi and orod(t kNomretbn M form aooapta¢b m I.mtder, and all such finsrolel infomytion whiaft txrrrondy ~•. been, and ell future financial ktfmmatbn whtoh wN bs'provlded m Lender la and will be true end cartact M art materlel retrpects and fairly praeM OuaraMw'a ~Rnenck{ oortdttlon p of 1M dates the NnsnciaE information k provided; IG! no material adveros change Ire oncurred in Guerartmr's flnsnoi(rl aandkbn since the date' of fhe most recent ffnancfal etatameMS provided t0 Eerier end no event has occurred whkh may mabrlstly adVSnely aflact Gusrartmr'e tinenolel wrtdklon; IHI no Iklgation, claim, invssdgatbn, adminietrstive procsading a eimNer nation (Including those for unpaid taxes) against Gwreraar is parditg or threaunad; III Lender has made no reprosentation b Guarantor as to the ersdkworthinaee of Borrower: ertd W) Gwrerrior hu wbblishod adequate mesru of obteirrkrg from Borrower on a corrtlnting bwis kdormation ragerdhtp 8orrowsr's tinsnclel eondkion. Owrarrtm a(gsas to keep edsgwuly M(ormad from wah means of sny feats, swrts, a circumstance whbh might in any waY at}oat Owremor's risks ratdsr this GusnrrtY, and GwraMOr turtiter agree that Lsndm elratl hays rto obiigetlon m dlacbe to Guaranmr arty information or docrumnpr acquired by Lender In the eouroe of Its rslatlorteftip with Borrower. . GUARANTOR'S WAIVERS. Except ea prohibited by appNeabk law, Oumertmr waives any right m raqulro Lsndsr iA) m eontkxte landing money or to extend otiter crsdk m Borrowor, BI m make any prttsentment, grater, demand. or notices of arty kind, irtoktdktg rtotke of arty norgta~yrttarrt of iM Irdebtednap ar of cry rwtrpayrnern rsleted m arty oolktsral, or rotba of cry ectbn or nortaetion on the part of Burrower, Lander, any surety, endorser, or othm gwrertor in corwsaotlon with the Indebtednsp or In corvraction with tM aetbn of new ar addtfonal loans or obNgationa; iC1 m resort for payment or m ptooasd dinatly ar at ortrx agektet cry person, Including Borrowm or sny other guarsruor; ip) m proceed directly against or axhewt art' collaural Mid by Ludar from Borrower, sty other puarorttar, or art' other penon; tE! to g^ro notbe of the terms, time, and place of any puhNo or privets oak of parsornl property security Mid by Lender from 8orrawer ar m comply with any other appNcebte provisions of tM Uniform Commsrolal Cads; IF- m purses any other remedy wkhin Lender's power, or IG) m wmmk any act w omleNon of art' kind, or at any time, with reepsct to arhr matter whatsoever. In arldtflon m the waivers sat forth shave, if now or Mrsetu- Borrower k or shall become iraolverR and the lydebtednesa shall rot at se tkrras until paid be fully csaursd by collateral pledged by Borrower, Guarantor itmeby forover waives end gives uP in favor of Lander end Borrower, and Lender's and Borrower's ropsctive strcoeeon, arty aldm or right m psymartt Guannmr may now have m Mroaftm have or aogrdra against Borrowm, by strbragetign or otherwise, ao hurt at rro rims shell Owrsntm be' a become a `croditor` of eorrowar within tM mearwtp of 11 U.S.C. action 6471h1, or any successor provWon of tM Parietal hsnluupmy laws. Owrantor also waives any and ail rights or defenses arising by Heron of (A) arty "ohs cation' w 'emMdsfbkncy' tow or srry odtar lavr wfieh may prevent Leader from bringing any sation, including a oleitn for dsibianoy, agektst Gusrstttor, Mforo m attar Lender's oonutrnwamam or completion of any foroaloaurs nation, ahher judiciatly or hY exeroles of a power of oak; (Bi cry election of remedies hY Lander whim destroys or otirrwbe edvanaiy effects OwrsmoPs eubrogatkm rtglgs ar Quwarrtor'a r{nhte to grossed aealnet Borrower for rolmbureemertt, Inohdlny without Ilmke+,on, any boa of rights Guarantor may wffer by roeeon of any law Nmitinp, quslifyinp, or diaoharpirtg tM Indebtsdrrsp; ICI arty disabilky or other deferne of Borrovwr, of sny other guaranmr, or of any other person, or by reason of tM cassatlon of eorrowar'a IlsWllty hom arty cause whatsoever, other.than payment in fury In legal under, of the Indshtedneas; iD1 any right u claim diachargs of the Irdabudrtse on tM beefs of uttlwtifled impelrmertt of art' colkura[ for tM kdebbdnea; iEI any ststub of Ifmketlona, if M arty rims any action or auk ba+Oht by Lender against Guarantor k comrnenasd, than ie outatandfrtp Indabudnsee o} Borrower m Lender whkh• M not bared M sty appNr•.abie statute of Iimhatiorq; or ;Fi any defenses given m pwraMoro at iaw or in equky othm than aotwl paymert and parfomtertee of tine indebtedness. It payment is made by Bormwar, whether voluntarily or otherwse, or by any third party, on tFta Irtdahudnaas and tfrersafu- Lender is forced to remit tM amount of Chet peymant to BorrowsPs trustee In bankruptcy a m any similar pereon under any fedarel or soft: bankruptcy kw or lees for tM rellet of debtors, the Indebtednep chatl be considered unpaid for the purpose of tM enforcement of tMe Guaranty. Gwrantor further waives and agrees not to assert ar claim at sny time arty deductions m tM amount gusranted under this Guaranty for arty claim of e9toTF, counterclaim, eounur demand, rscoupmeni or eimilsr right, whether such claim, demand or right may be seeerud by the Borrower, the Guarantor, ar frith. COMMERCIAL GUARANTY {Contihued} Pnga 3 CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES ANO EMPOWERS AHY 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 FLED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AHD ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATMIG TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110961 OF THE UNPA~ PRINCIPAL BALANCE ANO ACCRUED INTEREST FOR COLLECTION, BtjT RV ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 116001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTK?NS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SWALL SE 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 AMOVNT8 DUE UNDER 7HI3 GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE Tp NOTICE OR TO A HEARING M 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. GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY ANO GUARANTOR AGREES TO RS TERMS. THiS COMMERCtAI GUARANTY IB DATED OCTOBER 4, 2001. THIS GUARANTY IS QRtlUt UNDER SEAL AND R IS INTEPIDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INST9tUMENT ACCORDING TO LAW. GUARANTOR: '. INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANAI 1 15S , COUNTY OF CUm I34LC,9w C5 ! On this, the 4 4C. day of (Q~b(R , 20 e I before me C~A•/t It r+t __Sl~a.~ i tM undersgnsd Natsry PubMc, parsonNly appea Lori J. Carry, krawn'm ma or aatktaetoriy proven) to be tM person whose name ie eubaoribsd to tM within instrument, end aesknowledged that•ha or she axecund tM ems for the purywws therein contained. In wkneas wMreot, I Mnunto at my hand snd otAo{sl ses1. NobNMinl ClydsrrY.>lMearar Notsry P blic IW~IdP!lIa~81~~~ Msntbar, Pen+nYHmis NatfMs wn~Ma,..w~wuaw~w ow..rw~,w.w wrr...rw ,wr. rn. w~}n,r,w,. -a uvYwUaa,c 7w,r rHe t t VERIFICATIQN I, Lone Heckman, Assistant Vice President, on behalf of Farmers and Merchants Trust Company of Chambersburg, depose and say subject to the penalties of 18 Pa.C.S.A., sec.4904 relating to unsworn falsification to authorities that the facts set forth in the foregoing Pleading are true and correct to the best of my information, knowledge and belief t ri Heckman, ssistant Vice President r:; IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: Q`~ - 553 C i Vi I I~ CHAMBERSBURG, PA 17201-6010 Plaintiff, vs. CAREYCORP, INC. a/lc/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND E7~ECUTION TSEREON Notice of Defendant's Rights To: Brian H. Carey A judgment in the amount of $37,136.85 has been entered against you and in favor of the plaintiffwithout any prior notice ar 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 nonce is served on you. Yau 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CART GIrT LEGAL HELP: NOTICE TO DEFEND & LAWYER REFERRAL SERVICE Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 Phone (717) 249-31 6 Phone (800) 990-91 ~ _-•~ .r) Respectfull mi ~' j~~. CQPIt .~R~~ ~~~RC JAMES, S K & CO1vNEX,~.Y ~P f') ~, :~ ;z m ~~ hang, t hens Set ~ whareot +n T t~nnon ;; ; --~ , ~~ M . a~~ y ~t1d t~ .ice, DI Raid . ~ ~, Pi. •~" yr' .. ;'' ~ '~ : ~.: . S tt A. etterick, Esquire ~ ~Y, Attprney I.D.#55650 ~ n "' P.O. Box 650 Hershey, PA 17033 (717} 533-3280 VIA PERSONAL SERVICE BY SHERIFF OF CUMBERLNAD COUNTY IN THE COURT OF COMMON PLEAS OF CUMERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAIvIBERSBURG COMI1dERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: CHAMBERSBURG, PA 17201-6010 Plaintiff, vs. CAREYCORP, INC. aJk/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY . Defendants. CONFESSION OF JUDGMENT Pursuant to the authority in the Warrant of Attorney contained in the aforesaid Note One and Note Two, and the Guarantees thereof, copies of which are attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of Plaintiff and against Defendants as follows: COUNT I CONFESSION OF JUDGMENT UNDER NOTE ONE AND ITS GUARANTEES Principal (Note One) as of August 30, 2007 $17,625.24 Interest (through August 30, 2007) $ 281.15 Late Charges 8.66 Sub-Total $17,915.05 Attorney's Fees and Costs (io% of the total mount due) 1791.56 TOTAL NOTE ONE . $19,706.56 with interest on the principal sum of the Note One ($17,625.20 from August 31, 2007 at $5.63 per diem. COUNT II CONFESSION OF JUDGMENT UNDER NOTE TWO AND ITS GUARANTEES Principal (Note'Itiwo} As of August 30, 2007 $15,611.49 Interest {through August 30, 2007) $ 211.78 Late Charges 22.44 " Sub-Total $15,845.71 Attorney's Fees and Costs (l0% of the total amount due) 1 584.58 TOTAL NOTE TWO $17,430.29 with interest on the principal sum of the Nate Two ($15,61 i.49) from August 31, 2007 at $4.99 per diem. GRAND TOTAL $37,1.36.73 with interest on the principal sum of Note One and Nate Two ($33,236.73) from August 31, 2007 at $10.62, and brings said instrument to JAMES, BY: /V 1~ Scott . Dietteri~ Esquire Att eye far Defendants PRQ HAC VICE PA I.D. # 55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 to recover the said earn. & CONNELLY LLP E~iibit "C" to Petition Re °°rd 'payment Check: 1046 Payee: F & M Trust Company-LOC 6/15/2007 1,166.85 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 $`*1,166.85* Record of Payment Check: 1046 Payee: F & M Trust Company-LOC 6/15/2007 1,166.85 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 $**1,166.85* Record of Payment Check: 1046 Payee: F & M Trust Company-LOC 6/15/2007 1.166.85 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 $'*1,166.85* I3.r..uf Payment Check: 1045 Payee: F & M Trust Company-LOC 6/15/2007 LOC Interest#022-0001-0708513-0101 400.00 Carey Associates Inc.-Integrity LOC Interest #022-0001-0708513-0101 $**400.00* Record of Payment Check: 1045 Payee: F & M Trust Company-LOC 6/15/2007 LOC Interest #022-0001-0708513-0101 400.00 Carey Associates Inc.-Integrity LOC Interest #022-0001-0708513-0101 $*'400.00* Record of Payment Check: 1045 Payee: F & M Trust Company-LOC 6/15/2007 LOC Interest #022-0001-0708513-0101 400.00 Carey Associates Inc.-Integrity LOC Interest #022-0001-0708513-0101 $'*400.00* PLEASE RETURN THE TOP SECTION OF THIS STATEMENT WITH YOUR PAYMENT. RETAIN THIS SECTION FOR YOUR RECORDS. ACCOUNT: 022-0001-0708513-0101 - PAGE 1 OF 1 *** BILLING NOTICE *** STATEMENT DATE PAYMENT DUE DATE PAYMENT DUE 5-21-2007 6-01-2007 $294.71 TRANSACTION TRANSACTION DATE DESCRIPTION RATE AMOUNT BALANCE DAYS INTEREST 5-01-07 BALANCE FORWARD 9.50 $17,781.34 $140.80 5-16-07 LATE CHARGE 9.50 $8.45 $17,781.34 6.-01-0? INTEREST 9.50 $17,781.34. 31 $145.46 ENDING BALANCE $17,781.34 TOTALS: AMOUNT DUE: $294.71 PRINCIPAL: $0.00 INTEREST: $286.26 LATE CHARGE: $8.45 LATE. CHARGE AFTER: 6-16-07 $8.73 '- MAIL FARMERS AND MERCHANTS TRUST COMPANY PAYMENTS.TO: PO `BOX-6010 CHAMBERSBURG, PA 17201-.6010 TELEPHONE: (717) .264-6116. OR;1-888-264-6116. MAIL FARMERS AND MERCHANTS TRUST COMPANY PAYMENTS TO: PO BOX 6010 CHAMBERSBIJRG, PA 17201-6010 TELEPHONE: (717) 264-6116 OR 1-888-264-6116 Record of Payment Check: 1089 Payee: F & M Trust Company-LOC 7/6/2007 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 Record of Payment Check: 1089 Payee: F & M Trust Company-LOC 7/6/2007 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 Kecord or Payment c:hecK: l U2Sy Payee: r ~i M Trust t;ompany-LUC 7/6/2UU7 127.25 246.74 $**373.99* 127.25 246.74 $**373.99* 127.25 246.74 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 $"373.99* JRN THE TOP SECTION OF :THIS STATEMENT WITH YOUR PAYMENT. RETAIN THIS .~R YOUR RECORDS . ;,STS 022-0001-0708513-9001 t PAGE 1 OF 1 *** "BILLING NOTICE *** STATEMENT DATE PAYMENT DUE DATE PAYMENT DIIE 6-29-.2007 7-10-2007 $373.99 :.TRANSACTION ,.TRANSACTION DATE DESCRIPTION RATE AMOUNT BALANCE DAYS INTEREST 6-10-07 .BALANCE FORWARD 9,50$ - $16,576.26. $403.94 6-i9-07 INTEREST 9.50 $16,576.26 9 $39.37 6-19-07 PAYMENT INT 9.50 $16,576.26. 7.64- $13 6-19-07 PAYMENT-PRIN 9:50 $236.35- $16,339.91 , 6 19-07 PAY'DtI~NT INT' - 9.50 $16.339,91 $130.70- 6-19-'07 PAYMENT PRIN 9:50$ $243.29- $16,096.62 6-19-07 .PAYMENT INT 9'S0~ $16,096.62 '$135.60- -' 6-19-'07 PAYMENT PRIN ~ 9.50$ $238.39- $15,858.23 6-19--07 LATE-°.,CHARGE PAY $22.44 6-19-07 LATE CHARGE PAY $22.44 7-10-07 INTEREST 9.50 - $15..,.858.23 21 $87.88 ENDING BALANCE $15,.858.23 TOTALS• AMOUNT DUE.:. ,$373.99 PRINCIPAL:.. :$246.74 INTEREST: 5127.25 LATE CHARGE AFTER: 7-25-07 $22.44 _ ~, -MAIL FARMERS AND MERCHANTS .TRUST .COMPANY PAYMENTS TO: PO BOX '.6010 -CHAMBE RSBURG,;PA.17 201-601D - TELEPHONE: (717) . 264-611.6'-OR 1-8.88-264-6116 Record of Payment Check: 1089 Pay ee: F & M Trust Company-LOC 7/6/2007 127.25 246.74 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 $"373.99" Record of Payment Check: 1087 Payee: F & M Trust Company-LOC 7/6/2007 - _ LOC Interest #022-0001-0708513-0101 ~^-' Carey Associates Inc.-Integrity LOC Interest #022-0001-0708513-0101 Record of Payment Check: 1087 Payee: F & M Trust Company-LOC 7/6/2007 LOC Interest #022-0001-0708513-0101 Carey Associates Inc.-Integrity LOC Interest #022-0001-0708513-0101 lZecord of Payment Lheck: l UtS"/ Payee: 1~~ ~ M l~rust t.;ompany-LtJi: //611UU'l LOC Interest #022-0001-0708513-0101 Carey Associates Inc.-Integrity LOC Interest #022-0001-0708513-0101 140.46 59.54 $'*200.00* 140.46 59.54 $**200.00* 140.46 59.54 $**200.00* JRN THE TOP SECTION OF THIS STATEMENT WITH: YOUR. PAYMENT. RETAIN THIS ,aR YOUR RECORDS. ,NT: `022;-0001-0708513 .-0101 PAGE 1 OF 1 r **t BILLING NOTICE *** STATEMENT DATE PAYMENT DUE DATE PAYMENT DUE 6-20-2007 7-01-200.7 $140.46 `_ TRANSACTION ,. TRANSACTION DATE '..DESCRIPTION RATE `AMOUNT °-BALANCE DAYS INTEREST -6-01-07 :BALANCE FORWARD 9.50$ $17..,`781:34. $286.26 LATE CHARGB 6-15-07 9.50 $8.73 $17.781.34 . 6-19-07 INTEREST ,' 9.50$ 17,781.34 18 $84.46, INT 6-19-07.PAYMENT. 9.50 $17,.781.34 $140.80- _ 6-19-07 PAYMENT INT ' :; 9.50 . .$17,281:34 $14.5.46- . 6-19-07' LATE ;CHARGE PAY $8.45 ° ; 6-T9-07 LATE:CHARGFs PAY :$8.73 _` 6-19-07 PAYMENT PRIN 9.50 $96.56- $17,684.78 7-O1-07 INTEREST 9.50 $17,684.78 12 $56.00 ENDING BALANCE $17,684.78 TOTALS: AMOUNT DUE:. $140.46 PRINCIPAL: $0.00 INTEREST:. $140.46 LATE CHARGE .AFTER: 7-16-07 $8.43 - <MAIL FARMERS AND MERCHANTS TRIIST'COMPANY PAYMENTS TO: PO BOX '6010 CHAMBE RSBTTRG. PA 17201-6010 'TELEPHONE: (717):- 264-6116 OR 1=888-264-6116 Kecord of Payment Check: 1087 Payee: F & M Trust Company-LOC 7/6/2007 LOC Interest #022-0001-0708513-0101 140.46 59.54 Carey Associates Inc.-Integrity LOC Interest #022-0001-0708513-0101 $**200.00* Record of Payment Check: 1136 Payee: F & M Trust Company-LOC 8/31/2007 396.43 103.57 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 $**500.00* Record of Payment Check: 1136 Payee: F & M Trust Company-LOC 8/31/2007 396.43 103.57 Carey Associates Inc.-Integrity Acct#022-0001-0708513-9001 $**500.00* LMH 20 WST 3 BOILING SPRINGS CARLISLE CHAMBERSBURG MARION ~~`~, ~ MONT ALTO ,F' NEWVILLE SHIPPENSBURG WAYNESBORO CARECORP INC 503 BRIDGE ST SUITE 112 NEW CUMBERLND PA 17070 x:502 2~~~6 C00~: 0022 0206 25 A *** BILLING NOTICE *** PAYMENT DtJE DATE: 8-10-07 PRINCIPAL: $246.34 INTEREST: $127.65 AMT DUE: $373.99 LATE CHARGE AFTER: 8-25-07 $22.44 ENTER AMOUNT PAID ACCOUNT NUMBER 022-0001-0708513-9001 PLEASE RETURN THE TOP.$ECTION OF THIS STATEMENT WITH YOUR PAYMENT_ RETAIN THIS -.SECTION FOR `YO~]R RECORDS .:; `: :ACCOUNT: 0.22-0001-070851.3-9001 ~PAGE~ ~ 1OF ~1 . ;~ - * * * . ,BILLING :NOTICE , * * *". - _-.. ' STATEbISNT''DATS PAYMENT DUE: DATE ~~ PAYMSNT DUS - , " ~~ -: ~ ~~-3a-007- _-~~ - -.~ ~ ,.8-Rio-20U7_~.~; -:: _ - ~ , .. ;, °~ -. . $373 :99 ;. ~-; ~ 'Y ' ~ TRANSACTION " ~ ~ ' TRANSACTION _ ~ ` " _ DATE: ,DESCRIPTION- RATE ~ AMOUNT" BALA#CE DAYS INTEREST: 7 10,-:07 BALANCE FORWARD '9.50. ", $15,858.23 $127:25 .~: 7 09-07 PAYMENT~INT ~;9.50~ ~ " - $15,858.23 ':$127.25- -__ . 7-,09-07. PAYMENT PRTN ''•9.50$ _ $246.74-. .; , ` $15, 611.49 ~ =` 8 10 = 07, ~ ADJOSTMENT ~ ~: ~ ~~ ' ~ -~: ° , , $ 0 . 0 6 -~ 8 10-07II$TSR$ST 9.50 ~ ~ ~ $15,611.49 ~ 31$127.71 ~.- ` ENDING-.,;BALANCE .' _ - ~ _ _ ~ .$15,_6,11.49 = _ - _ :. TOTALS.: _, :. .. ~AMOUNT.DUE:' $373.99 PRINCIPALc $246.34 . , INTEREST: $127.65 , ,. -, LATE CHARGE .AFTER: 8-25-07 $22.44 _ -. MAIL FARMERS AND MERCHANTS TRUST COMPANY PAYMENTS'TO: PO BOX`6010 CHAMBERSBURG. PA .1720.1-60'10 TELEPHONE: (717) 264-6116 ;OR 1-888-26.4-6116 Record of Payment Check: 1137 Payee: F&M Trust Company 8/31/2007 ~f Carey Associates Inc.-Integrity Record of Payment Check: 1137 Payee: F&M Trust Company 8/31/2007 297.15 $**297.15* 297.15 Carey Associates Inc.-Integrity $**297.15* ~?RN THE TOP SECTION OF THIS STATEMENT WITH YOUR PAYMENT. RETAIN THIS ~R YOUR RECORDS. 022-0001-070851 3-0101 PAGE 1 OF 1 *** BILLING NOTICE *** STATEMENT DATE PAYMENT DUE DATE PAYMENT DUE 8-21-2007 9-O1-2007 $297.15 TRANSACTION TRANSACTION DATE DESCRIPTION RATE AMOUNT BALANCE DAYS INTEREST 8-01-07 BALANCE FORWARD 9.50 $17,625.24 $144.31 8-16-07 LATE CHARGE 9.50 $8.66 $17,625.24 9-01-07 INTEREST 9.505 $17,625.24 31 $144.18 ENDING BALANCE $17,625.24 TOTALS: AMOUNT DUE: $297.15 LATE CHARGE AFTER: PRINCIPAL: $0.00 9-16-07 $8.65 MAIL FARMERS AND MERCHANTS TRUST COMPANY PAYMENTS TO: PO BOX 6010 CHAMBERSBURG, PA 17201-6010 TELEPHONE: (717) 264-6116 OR 1-888-264-6116 INTEREST: $288.49 LATE CHARGE: $8.66 Exhibit "D" to Petition 12:32 PM Carey Associates, Inc. 10/23/07 Transaction List by Vendor January 1, 2000 through October 23, 2007 Type Date Num Memo Amount F 8 M Trust Company-LOC Check 1014/2001 1928 Filing fees -84.00 Check 10/25!2001 1952 LOC Interest #022-0001-0708513-0101 -58.40 Check 11/29!2001 1963 LOC Interest #022-0001-0708513-0101 -81.95 Check 1/7/2002 2024 LOC Interest #022-0001-0708513-0101 -91.75 Check 2/6/2002 2039 LOC Interest #022-0001-0708513-0101 -90.42 Check 3/9/2002 2066 LOC Interest #022-0001-0708513-0101 -91.66 Check 3/26/2002 2090 LOC Interest #022-0001-0708513-0101 -100.75 Check 5/3/2002. 2130 LOC Interest #022-0001-0708513-0101 -97.50 Check 5!24/2002 2140 LOC Interest #022-0001-0708513-0101 -100.75 Check 6/26/2002 2170 LOC Interest #022-0001-0708513-0101 -97.50 Check 7/26/2002 2193 LOC Interest #022-0001-0708513-0101 -100.75 Check 8128/2002 2247 LOC Interest #022-0001-0708513-0101 -100.75 Check 10/1!2002 2302 LOC Interest #022-0001-0708513-0101 -97.50 Check 10/31/2002 2341 LOC Interest #022-0001-0708513-0101 -100.75 Check 12/11/2002 2386 LOClnterest#022-0001-0708513-0101 -91.00 Check 12/31 /2002 2427 LOC Interest #022-0001-0708513-0101 -150.00 Check 2/10/2003 2464 LOC Interest #022-0001-0708513-0101 -150.00 Check 2/27/2003 2497 LOC Interest #022-0001-0708513-0101 -150.00 Check 3/31/2003 2556 LOC Interest #022-0001-0708513-0101 -150.00 Check 4!28/2003 2606 LOC Interest #022-0001-0708513-0101 -150.00 Check 5/28/2003 2652 LOC Interest #022-0001-0708513-0101 -150.00 Check 7/1/2003 2696 LOC Interest #022-0001-0708513-0101 -150.00 Check 8/21/2003 1017 LOC Interest #022-0001-0708513-0101 -150.00 Check 9/16/2003 1034 LOC Interest #022-0001-0708513-0101 -200.00 Check 9/30/2003 1044 LOC Interest #022-0001-0708513-0101 -100.00 Check 11/9/2003 1093 LOC Interest #022-0001-0708513-0101 -100.00 Check 12/1!2003 1125 LOC Interest #022-0001-C708513-0101 -100.00 Bill Pmt -Check 1/1/2004 1155 Acct.#022-0001-0708513-0101 -100.00 Check 2/10/2004 1198 LOC Interest #022-0001-0708513-0101 -100.00 Bi11 Pmt -Check 319!2004 1250 Acct.#022-0001-0708513-0101 -100.00 Bill Pmt-Gheck 4/5!2004 1286 Acct.#022-0001-0708513-0101 -100.00 Check 4/30/2004 1336 LOC Interest #022-0001-0708513-0101 -100.00 Bill Pmt -Check 5/26/2004 1370 Acct.#022-0001-0708513-0101 -100.00 Bill Pmt -Check 6/25!2004 1392 Acct.#022-0001-0708513-0101 -100.00 Check 8/11/2004 1421 LOC Interest #022-0001-0708513-0101 -100.00 Bill Pmt-Check 8!28/2004 1454 Acct.#022-0001-0708513-0101 -100.00 Bill Pmt -Check 9/23/2004 1485 Acct.#022-0001-0708513-0101 -100.00 Bill Pmt-Check 10/Z2/2004 1507 Acct.#022-0001-0708513-0101 -100.00 Bill Pmt -Check 11/23/2004 1529 Acct.#022-0001-0708513-0101 -100.00 Bill Pmt -Check 12/29/2004 1568 Acct.#022-0001-0708513-0101 -125.00 Bill Pmt -Check 1131!2005 1595 Acct.#022-0001-0708513-0101 -110.00 Bill Pmt -Check 2!28/2005 1625 Acct.#022-0001-0708513-0101 -110.00 Bill Pmt -Check 3/31/2005 1668 Acct.#022-0001-0708513-0101 -125.00 Bill Pmt -Check 5/12/2005 1715 Acct.#022-0001-0708513-0101 -125.00 Bill Pmt -Check 6/24/2005 1747 Acct.#022-0001-0708513-0101 -300.00 Bill Pmt-Check 7/25/2005 1790 Acct.#022-0001-070851°~-0101 -150.00 Bill Pmt -Check 8/31/2005 1820 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 9!2712005 1856 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 10!21 /2005 1868 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 12/14/2005 1913 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 1/15/2006 2340` -400.00 Bill Pmt-Check 1/20/2006 1935 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 2/10/2006 1978 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 3/27/2006 2017 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 3/27/2006 2029 Acct.#022-0001-0708513-0101 -150.00 Bill Pmt -Check 4/2812006 2055 Acct.#022-0001-0708513-0101 -200.00 Bill Pmt -Check 5/31/2006 2130 Acct.#022-0001-0708513-0101 -200.00 Check 6/27/2006 .2151 LOC Interest #022-0001-0708513-0101 -200.00 Bill Pmt -Check 8/18/2006 2206 Acct.#022-0001-0708513-0101 -200.00 Bill Pmt -Check 9/11/2006 2238 Acct.#022-0001-0708513-0101 -200.00 Bill Pmt -Check 10/9/2006 2260 Acct.#022-0001-0708513-0101 -200.00 Bill Pmt -Check 11/6/2006 2295 Acct.#022-0001-0708513-0101 -200.00 Bill Pmt -Check 2/16/2007 2389'" Acct.#022-0001-0708513-0101 -200.00 Check 3/27/2007 2448' LOC Interest #022-0001-0708513-0101 -400.00 Check 6/15/2007 1043' LOC Interest #022-0001-0708513-0101 -400.00 Check 7/6/2007 1087 LOC Interest #022-0001-0708513-0101 -200.00 Check 8/31/2007 1136 Acct#022-0001-0708513-9001 -500.00 Page 1 12:32 PM Carey Associates, lnc. 10/23/07 Transaction List by Vendor January 1, 2000 through October 23, 2007 Type Date Num Memo Amount F8.M Trust Company-Term Check 11/29/2001 1964 Acct#022-0001-0708513-9001 -375.52 Check 12/11/2001 1995 Acct#022-0001-0708513-9001 -354.26 Check 1/7/2002 2025 Acct#022-0001-0708513-9001 -354.26 Check 2/6/2002 2040 Acci#022-0001-0708513-9001 -354.26 Check 3/9/2002 2067 Acct#022-0001-0708513-9001 -354.26 Check 4/19/2002 2117 Acct#022-0001-0708513-9001 -354.26 Check 5/24/2002 2141 Acct#022-0001-0708513-9001 -354.26 Check 6/26/2002 2169 Acct#022-0001-0708513-9001 -375.52 Check 7/1/2002 2174 Acct#022-0001-0708513-9001 -354.26 Check 8/3/2002 2215 Acct#022-0001-0708513-9001 -375.52 Check 9/11/2002 2270 Acct#022-0001-0708513-9001 -354.26 Check 10/7/2002 2311 Acet#022-0001-0708513-9001 -354.26 Check 11/12/2002 2355 Acct#022-0001-0708513-9001 -354.26 Check 12/11/2002 2387 Acd#022-0001-0708513-9001 -354.26 Check 12/31/2002 2428 Acct#022-0001-0708513-9001 -354.26 Check 2/10/2003 2465 Acct#022-0001-0708513-9001 -354.26 Check 3/31/2003 2557 Acct#022-0001-0708513-9001 -375.52 Check 4/28/2003 2605 Acct#022-0001-0708513-9001 -375.52 Check 5/9/2003 2628 Acct#022-0001-0708513-9001 -354.26 Check 6/27/2003 2697 Acct#022-0001-0708513-9001 -375.52 Check 7/14/2003 2726 Acct#022-0001-0708513-9001 -354.26 Check 8/21!2003 1018 Acct#022-0001-0708513-9001 -354.26 Check 9/162003 1035 Acct#022-0001-0708513-9001 -354.26 Check 10/16/2003 1076 Acct#022-0001-0708513-9001 -354.28 Check 11/102003 1094 Acct#022-0001-0708513-9001 -354.26 Check 12/62003 1126 Acct#022-0001-0708513-9001- -354.26 Check 2/22004 1194 Acct#022-0001-0708513-9001 -375.52 Check 2/22/2004 1215 Acct#022-0001-0708513-9001 -354.26 Check 4/5/2004 1283 Acct#022-0001-0708513-9001 -729.78 Check 5!6/2004 i 338 Acct#022-0001-0708513-9001 -354.26 Bill Pmt -Check 6/4/2004 1378 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 7/6/2004 1401 Acct. #022-0001-0708513-9001 -354.26 BiN Pmt -Check 8!2112004 1432 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 982004 1466 Acct. #022-0001-0708513-9001 -354.26 Bill Prnt -Check 10/42004 1495 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 11/23/2004 1530 Acct. #022-0001-0708513-9001 -375.52 Bill Pmt -Check 12/29/2004 1569 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt-Check 1/31/2005 1596 Acct. #022-0001-0708513-9001 -394.22 Bill Prnt -Check 2/28/2005 1626 Acct. #022-0001-0708513-9001 -354.26 Bilt Pmt -Check 3/31/2005 1669 Acct. #022-0001-0708513-9001 -743.68 Bill Pmt-Check 5/122005 1716 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 6!24/2005 1748 Acct. #022-0001-0708513-9001 -375.52 Biil Pmt -Check 6/30/2005 1760 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 8/8/2005 1802 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 9/22/2005 1845 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 10/21/2005 1869 Acct. #022-0001-0708513-9001 -375.52 Bill Pmt -Check 11/21/2005 1889 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 12/14/2005 1914 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 1!15/2006 2341 - -770.42 Bill Pmt -Check 1/20/2006 1936 Acct. #022-0001-0708513-9007 -375.52 Bill Pmt -Check 2/10/2006 1979 Acct. #022-0001-0708513-9001 -396.78 Bill Pmt -Check 3/272006 2018 Acct. #022-0001-0708513-9001 -375.52 Bill Pmt -Check 4/282006 2056 Acct. #022-0001-0708513-9001 -375.52 Biil Pmt -Check 5/8/2006 2086 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 5/312006 2131 Acct. #022-0001-0708513-9001 -354.26 Check 7/10/2006 2182 Acct#022-0001-070$513-9001 -375.52 Bill Pmt -Check 8/18/2006 2207 Acct. #022-0001-0708513-9001 -375.52 Bill Pmt-Check 9/252006 2253 Acct. #022-0001-0708513-9001 -354.26 Bill Pmt -Check 1020/2006 2275 Acct. #022-0001-0708513-9001 -375.52 Bill Pmt -Check 11/6/2006 2296 Acct. #022-0001-0708513-9001 -395.25 Bill Pmt -Check 2/23/2007 2400 Acct. #022-0001-0708513-9001 -373.99 Check 3/27/2007 2446' Acct#022-0001-0708513-9001 -418.87 Check 6/152007 1046 Acct#022-0001-0708513-9001 -1,166.85 Check 7/6/2007 1089 Acct#022-0001-0708513-9001 -373.99 Check 8/312007 1137 -297.15 Page 2 Exhibit "E" to Petition '?~}, 2~. 2~~7 ~.'1~M Cumherlan~ Cc. Sheriff URN REGULAR CASE N0: 2007-0553 P GOMMQNWFA.L'IH OF PENNSYL~TANIfi.: COUNTY OF CUMBERLAND FP R.MERS ~.,ND MERCHANTS CRUST CO VS CAR.EYC©RP INC ET AL No. 7714 P. ~ STEPHEN BENDER Sheriff or Deputy Sheriff of Cumberland Caunty,Pennsylvania, wha being du7.y swam according to law, says, the within NOTICE-RULE 2958_.1 was served upon CAREYCORP INC AKA CARECORP INC DEFENDANT the , at 1215:00 ):TOURS, on the 1st day of Qctober 2007 at S03 BRIDGE ST STJITE 112 NEW CUMBERLAND, PA 17070 lay handing to BRIAN I3 CAREY a true and attested copy cif NOTICE.-RULE 2958.1 JVDOMENT & EXECUTION, CONF t~F JUDG COMPLAINT CQNFESSTON OF JUDt3MENT together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 18.00 S~rV1Ce 16.32 Affidavit .00 Surcharge 10.00 , .00 X4.32 Sworn and Subscibed to before me this day of So Answers: ~.~ ~~> ..-.~.~~..4_ R, Thomas Kline 1Oj10j2007 ,TAMES SMIT~i DIETTERICIC CONNELL By: Deity Sheriff A.D. 1c~-as-agr7 ~q:~3 ARCHER ANQ ARCHER PC 717233865 PAGE2 Jct. 2fl. lcj~7 g:??AM Cumberland Ca, 5her;tt _ aTJT o» cot3NTY r~o. !/14 i'. CASE N'ta: 2U07-•05453 P COMMONWEALTH OF PENNSYLVANIA: CQUNTY QF CUMBERLAND FARMERS AND MERCHANTS 'TRUST Ct} VS C:AREYt;ORP INC ET AL R. Thomas Kline Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wa.t; t:AREY LORI J but in-as unable to locate Fier deputized the sheriff' of Yt3RK in his bailiwick. Fie therefore serve the within NOTICE, CONFESSICI~T, CC~MFL County, Pennsylvania, tQ tan. Cactober lath 2007 this office was in receipt o t e attached return from Yt)RK Sheriff's Casts: Docketing 6.00 out of county .aa Surcharge 1a.av ,* 0 0 .aa 16.x4 1a/10/~t3p7 S'~EPEHN BENDER So anew ~'hamas Kline Sheriff of Cumberland County Sworn and subscribe to before me this ~ day of A.D. 10-24-2007 09:03 ARCHER AND ARCHER PC 7172338675 PAGE3 i~~t.14. 'lC~l 9.12A1~ Cumberland Co. Sheriff _ oUT Qg CO'UNTy iuo.7724 P, 4 CASE NC7: 2007-05453 P COMMONWEALTI~ Q~F PENNSyLVANIA: c©UNTX aF CUMBERLAND FARMERS AND MERCHANTS TRE7rST CC? X78 CAREYCORP TRIG ET A.L R. Th©mas Kline Sheriff or Deputy Sheriff who being duly sworn according t~a ~.aw, saye, that h® made a diligent search and and inquiry far the within named DEFENDAN'2' to wit: C~tEY BRIAN H but was unable tt~ locate Fiim in h~.s bailiwick. xe therefore deput~.2ed the sheriff of Y~}RK County, Fennsylvania, to serve the within NC}TICE, CQN'FESBION, COMF'L 4n C?ctQber ~.Oth 2007 , this o toe was in reoei~tt o t e attached return from ~'ORI~ . Sheriff"s Casts: So anew Docketing F.QO Out o f County 9.4 4 - Surcharge 10.00 Thomas Kl Dep Y"ark County 69.80 Sheriff of Cumberland County Postage 1.82 $5.G2 10/10200? ~TAME$ SMITH DI£TTERICK C4NNfir,r, Swa=n. and subscribe to befoxe me this day of , A.D. 10-24-2007 ~9:~3 ARCHER AND ARCHER PC 717C33B675 RA~E4 ~- 'Uct. 14. 1~Jl~f 9,12AM Cumberland Ca. SherittCF~,~~ C~~'~tE ~~ 7"HE ~HER~~F 4§ N. GEORQE ST.,Yt,'3RK, PA'17ap't rc.Il14 F. 6 SERVICE CALL (7I7}771-9601 SMERiFF SERVl+CE ~~'~~ PRpCESS RECEIPT and AFFiQavrr Ctr= RETURN PLEASE '~YP~ QNLY l.1111~ i 'Ti~U 12 a0 NOT• DETACH ANY ~fiP1ES Pt,AINTiFFtS! 2 cold rl~~ civi.~,~' Fanners a>:~d M;~chants TrL~st CaTg~ang <, rrPt; pF wrt1Y o~ co~urlr s p4'At;NDANT/Sl Notice, Cat~.f of Jt>7d~tt~t $~Y~ S. NAME O~INDIVIDUAL, CONtPANY, GORPORATIQN, E1'C. TO SERVE OR DESCRIPTION Of f~PEtllglZS'SE t.E0iE6, 7Il'1'7~CRE'D, ialF'SEaI'C""' Iii J. CSI'O''C~ - -- 4 AD[]RESS (STREET QR RFO WITH BOX NUMt'tER, Ai+T MC , CITY, BORO, TWP . STATE ANO ZIP CODE) AT o T. FNDICATE SERVICE: a f~RSONAI. U PfiRS4N IN Gf'IAROE 1.1 Dk-PUTI~T.E J C RT, L Ci ZST CtJISS MAtt. to POSTEQ ' !y(,~1A- „~~i-grt,~±r -0 , 20 ~Z-- (, SHERIFF O UN y pu pf Yn~k GOUN7Y bo execute thin olnd ~acxording to iaw. This daputizatir~t~ being made at the request and ri~lc of the {~airnifF., SI1HiiFF OF COUNTY It. SNECIAL INSTR1~CTtON;i OR OTH@R INFORMATION THAT WILL ASSIST MI EXFE;pIriNG $ERvICE O / C GLtmb~land p~.@e9BL III'07~. I'~'t:UXTt ~ S8'itT,3.G~ "~Q t~,Rtt~7~S'3k1lid, ~:o~ltlty ~i~£, Thtuik you. NOTE: ONLY i11Mt,ICMSIE f~M eNIpY Of t>i7i4CU110N: N,N. MYAEYER OF NEATCIgIAti • Any gq~uly ahat~ll la+gNaS1 ~ a etted~le~I aaMr A vidar vrNhin wee may Nave same ~rlaeotA a rmrarn.n, N ouebdy d iF (pun0 ~ Rossesslar~. slier aotlMinO person ar levy « atta~iunant, w>tnont>i+~ an ttwe peK of such OeRuyr at Ihs snenir te- antr PIS 1NMIw- IOt any loss. daalntralon, ar talppyal at any Ix'4P~ty rota sharnre sale 111eree~F. a. TYPE NAME and ADOIsiE86 pl A17'ORNEY t C~4`fl~u1tCR aeld St4NATURE iQ. 'fi;L$Ptipla$ NlltI~ER 1 t. ATE FILED JAMES bTET'~'EIiTCK 7~.7-533-sasa 9/Y~+/0~ CUMBERLAND CUUNTY SHERIFF wet ore oomal.lea x noluoe is b ea . .~ ~ ~ ~ ~>~ eaow:~ us~~~r,>~ of ~- vo ~t~vr wrarE ea~uw. ~ ~ ~ . . ra I adaaJwledliR wow oa tl+e era >4. oac're RCGRIV[a ts. ExpitaVOrlAMaring Dm afaom~a~alaelaaaee.oaoora. z,~ M MGGILL ~/z~lo~ is/~.~/a~ es, l+ow NAL t ~ RESIOENC aOS:ED (? p-a8 t } tt~~~ QIptYIC'~ t) aTtIER (! sEE REJtiIARKS ~I.dw 17, D I nthan a NOT FOUND because I am uneWe eo IgCaee the vlrx+rNlwl, opmpolny, atG. nanMd abora. (Rae tamarly: listow.) ese. 11A11~ 11A~K. $ER1/ED !UST ADDRESS tF NQT $iIOIAMI A~ (11peY4Mnq b Deeh+0an0 ttl. Dale d Setvioe 20. T"rne at $etwtOe ~ ?S~7 ~~' 21. ATEEMPI'S Mti, Ogle Time MYRS Int OIAe Tints NINee fit Dahe Tyne Mills Ittt. Dale Tree MMs Int. Oats Time MNes Int. Z2. 23. Advanoa Cash Z4 SenNOe Cam 2S NrF x6, M+~e 27. 2d. ~ Tolal 2!. Paund 3b. Mafay gi t~tr~. 33. Tai t:ab ai toeb Oue a Relunp Ohes* Nor S<. FlMaigw Carvdy Coale 3ti. Adwmoe Cwt* 36. Service COSK of Natvy Cert. ~Il. Mlaa~dP~~s taperNat Faad 3&. ToYU Cores ~0. Gasts ous a Rstund l ~1 a ale Mir 41. JIFPgIME~O~a1~1d~ aid b twle 12.OaYaF--=~{ARt~P µ T d ! I "'~ Q~ D~ ~Y~ 45. 7~~!'"v~~ 4a. SiDnap+e dYark 47 WITS fV07'A~'?1.415EAL ' ~ ~,, ,~ ~ ~ a/3/t)7 USA1~ ~~7U~ l~'il,i`;, vt3TARYPfJBE.IC = 6~'I:LLIAM M H ,, Gfs'sr"'" CITY e> Ybt~K, YQRK Cot~t~rr MY COM iWISSION ~XPl '~E5 AUC3 09 12 ~. s~r+.bae ore Forapn .~ DATE , + . , 20 Caurey ShatNf so I E1l~"F'S'RL'TtlltM' $ICNATURE s~.t~IITEREC~ tvEa ~wu1~~p+seA,nrcwumcuunn~ rtrrx ~ 1. Wf11TE - lesurm Autfr~r 2. PINK - Attariay s. CANARY - SheriRe 0[bCt f. SUE • Sns+d~ts Othoe 10-24-2007 09:03 AF2CHER AND ARCHER Pe 7172338675 ~ PAGE6 t~dd S~98E~dLtZ ~d 2~H~dk~ t7Nd 2~~H~~Id ~t ~9t LO~Z-~~-~z rr+*~ ,..ti-..~.,...,, ..wNe '{ :tip .f ~' vey ~ µ COt,IIwIFi~ k3~'YdRK .. ~ 45 N. ~a~[AFliQE ST., YCRlt, PA 17sQi .., S.•lRIFF SERVICE .~ . ~ YILP. +'N~tA'M'7d•~}r ~,~. ~ •~ 7 r~L,..~.f~~./'•9P~~j.•~! :.:±~ SS.f~tE ~ FF~ Y O EYE ad A RN '~. • :_~: .; ;.. PtJ1lN~rlF~~S/ ~ . • x. ~5' ~ci~ril r Fes` ~ M~CZt~ ~ dcy ---~--- :. ae~eacrrwr~ ~. TYPE oIF tMttt oR GOMPLAINrt • Ncati~ ~ Upi'><~ o~ ~~t C~r~~oGrrp ~. ~~ ~E VE 5. NAME 4P IN(,~MtyUA(., COMPANY, CORPORATION, ETC TO SERYE OR bt:$CRiPTiQN Qf PRO 7Y 7Q SE 1 EVIEO. ATfRCM~6. DR 90LQ ' 6. I-bO1R@Se3 ($Yi4~T OR RFD SMTk l30X NUMBER, AP'T AI(5., OITY. 8080. ~•. S~'I-T E ANG Z1P CODE) AT ~39E? ~ycu •~t° N~ C~err3at~d. ~! 17470 ', t-wlr.A slt~ a ~ o a~soN ~ cI+ARr~ Pur'IZe -- - -- o,s~r ctassiw-tt.' -- [,i t~087Ep u oTNeR VOW 3~ert~nthe~' - - _ , ...,~ , 20.. - ~ t, SHERIFF pF t`AUNTY, PA, do by deputize stiff of Yalr~ic .CCaUNT`f !ri execute thiiC ~ ' ~ to irtg d law. 'fhia.deputixa~n bsnng cttade at the request and risk of tha pl>~irttlff,, , . ~ ~vecus. n+staucs~s ~ oTr>~ INFDRMATIQN TFU-T wnu. A$Sl$Y tN EXPEDmNQ ~Rwc>=. +~,1a~ ~~~ ' .. '. - ~;: P1!~IS nta3:1 ~ ~ :seo:vlc~ txa. Qmber3x~rxl.Cc~uity ~~t'$£f. Triank pr~u. .~33~ FEE PI3 5Y , ~~ F1~i~ . ~n tsw-.Y ~r*ruc~wi oN wiar or e~cec~rrid~: es. •w~uveie a~ wu-Tac~+~ = ~nr ~ww ~•~r+~w ~ ~ +o +~m aw+++y + ~. ~ ~w ~•~~a ~+~ a Mr,~q~~ a ~ r tom ~ poawliiot,, t>~u ~+otth~+nfi o++~a+ w tevr a ~. on Ins pMt ~ ~ eaikrly a ~:f~eNN a>a +~- v-ainOM . .tor tttlsr ioa. w+~ntayu a snr pnoprrty b1lfott+sNatiR~ aak tn.-.ot. , 'ca ~~~TTERL~ti; '{?AM~~~'TH ~~~E~~c~ ~ ~QN~ELLY 'i~~~-'~'~ ,,. ~1~41~~ 12. SEND wDTtci: OR >iiltViCE COPY TD NAME AND AOdRQ$$ i~401M {'R-it ua>y roust be eamlplaW ~ -wya ~ !a ba ,nallsdk. CU~f I.AI~b cUUI~rY Sxz~~ ~I 19. 1 bcitltpwl~dp? ~MPt OI bfe MIN! ti ~ 14. DATE I1(8D 16. ' t MfM1Q'D~1~ ~s. I~ow : ResIDENCe i > o ~ ~ aos c• t stirs a~Eu:e c ~ a i s sas +ttais+-t+tcs r~l.ow' i7.. U i t~t~by tbitMMt i OT~pUND beoatne I am unabLR 14 IOe+ta B-e indiVi04ii. 4Dt~pr . ltt. rtaltnbd ttl4rt, ($4! ratn~eKS bNidM.~ ' ' Ib. NAWi;, SEICVEC / 1.Ib"f' ADDRt:S& MiEit£ IF NO7 SHOWN.ABOVE (Raletbgn~tilp Ib ,!. O4ue cf Senliee 20. Time d Setvioe , !t. A., DaNe TMie Miiq Mt. Oai,c 7irtle Milan int Dale Tina. Mifas Ir>t. DaN Time Mils Int. Date Tina Mibs tnt. ' . ~.~ a ~1. Adwkl.C.eaia C+oMs Z6.•titf ~ 2d.M~%. . FeW~ Ss. SubTalat Yi. i4wNd 70. bkAacy 31.8uetlq. 37: Tpt. p Owa #~N~na, t31+~a1c.,YO. iq. Fav~t cetw,et- t~IMs . •a6.,A~eano~; Cot';i • ~ . ~ b7. Na wy CaR. ae. M.~ r-aaMi as. Twat Coda aCl. Co~IS ow' nr iulruna • . ~.. •~! . sz; air ^~ AT, p A ~ os+.ttp~."~- ..! . = <~ ~ ~ '~' ~, ~ ~ ,2 ~ f .. .. ~ ' 1•V IA,R~N. ~ r~DY~RY ~. ~y~a~~ ~ ~+ .. :;~ ~~'l•C'.it. 47. DA~. LISA L. BQWMAIY, NQTARIi° t~UBCiC. • ' . r •. ~ ~ ' ~ • CITYOFYOFtK,YQRKCOUNTY ' `":.. '" `~~ ~~ `r,.• "'-; ~ ~f 10~~~~~ tiAYCOMMtSSfON EXFlR~9AUG.'t2,'~g q. s+quwura.dRawi~ ~ - . ~.:: +._. .i ~r • ao, t1ATE .i 30. t ntacwaw~i:aawi:. psGE~T OF TtiE' 9Fl8ttIFR'$ pETURN NIGNAT~f RE •. ~ . ' .: ' ~ ': ' S,: GATE RECLN£0 . '' ' QF A(~'IiQ11~'1~1MKaiA~/THpIrITY•ANC"~77LE ... f NaQTf=_iwwa4rww~. 7 INYY"Aa~.:'.~... r nuu by e.r~.a~~e~e+.. • Y~~":K _~~. AS_~ •• Rf]7_.7 TfAQI.t S'Fr~_ I r~o~r } ~_ 1_r 1_ IIT.~aUS c~11tICtOr1 ~sd x-flflf7.7 ~T : OT J ra _C'7_OIT ~~Jkid SLSB~~ZL~L ~d ~13H~~id ONd d3H~da S~~9t LO~Z-~~-Oti 2 4F ' 2 ,~.~ . ,~" . -~ ` _ GOt:1~Fi~f ~l~ YORK • ~ `~ - •. ~ C~FF~~E C~~ THE HERI~F • ~ ~~ ;' ~~ ~~~ .~ ~ a~ i~. a~oa~E st . ~aiR~, w- i~aart . EHi_.RiFF SIgRVlCE • ': '~}}'~:.+:' ~°y:;. w;~..~~~11g- ::A ~. r ;:: ,.. : •.....,•~, ., ;,; PROCESS RECEIPT and AFFlt~AYIT t?P Ri<Tt1RM .~-A~ ~• f •:at.A~• F~ma7rs • M~as~ts 2t ~Ay ~, rrrE o¢ wl~nr olt corMwtar ~. DHfENOANrtSr ~ t~t3.c~, Oonf c7f Jr,~tg~ti9C3t ,~i VE S• NArlrt~E,~,~• tD UAL, COAAi~ANY, GORPOttATiON, ETC TO SERVE OR DESCRIPTION QF PR 0, AtrH . •~7i i LF • ~ '• ' 't~ i v $, ADDI2ES8 (STREET OR aFO wisri I:ax Alin. APT tom.. GtTY. OQRQ, TY4P., STATE At+IE} ZtP CODE) . ~j` 3~ N~I- '~ '. INp1CATE SE,RVtCE• d PERSONAL u PER&ON NV CMiARC,E C1 DEPUTIZE ~ LI tST GlalsiS MAN. L3 POSTEO :i OTHER VQ'W , ao OT t, SHERIFF C3F '9~1 Ct~UN1Y, PA, depu stteriM of ~, _Ys~ric Gt7tl1VTY tQ e~ute thl ordirlg n 18w. Ttals de ~"' tattling rn~lde'it true request ar-d risk of #~ pt , ' ~ sF~iilFf OF k SIN£GtAi. N1S5~'RUCTiONS OR OTHER lNr=ORM+-1`lON 'rt1Ar t+~Ll. A9St5T IFt tDvPEt11TfNG SERVICE. ~ a~ ~ l.t~'l~i M•. ~' Pls~e mail t'erturn txP S~xvic~ ~o Cxiaa~rll~ Cbemty Sh~3f~. '~7~ank ext. MOTS: ONLY AP!'iJCAt;11.E 4N WRIT OF t7iRCIITKSN: N.`. WAtVdR f>F WATCIIMM(• Ahy Y tfttwel ~~+0 uP4^ ar atuarnp MY aW~~ wlQirt wtq rtgg te#vt tan+e MMIOIR a walaMltflt, ttaltrasy of wltaeN}wr ii ~d in poe~oet, Mle+' eteWyrt9 Oman aI lerp Or•ee#d>rn~t. tettleul on the part d auab or tsts stiuMl to any plainNM wain ipr Mh- ipei. d/trllfa(oe-, of ntellowl a(any plopergr 6atora aharifre Brie thrrrof. i. -a'YPE NAME andADORlESS o-A7TORAIffY [ ORKIINATOR 4n0 $iLiMATURE ttl. '1'Bl.fs;PHONt NII~AN$It t 1. a~s>~ R1L8~t JADES • bIETTERIC~ 717=5333280 ~3~1~+~Q7 • -x, tlw~Ia HoslcE of s~RVlce ccrrr ro ANM~ •wo mss rr~lovr. t~+ e~.a nMtat ee c+on+t+k~lo ~ nodes ~ to ~ .. ~ CUi~4BERI AtVD GQt~~TY SH~AI~'~ • 13. i aCkttarledpe rrAONpI of utews+i '. • , . ,. ~/. g1-TERtaI~VED 1S. EsapiraftiotdH Dann artaalt~t~e:ali~I.aabe~e.• ~~ M t~C~GI,LL ~ ~l2~,/a7 -' 1,4/t~/7' li. HOW { ) ttaR P'OS't'BD {) I~ t) $FiERIfF'$ OffiCE () 4TMtER t ) ' 8EE REMARKS BELDW i7. O • i nRueet a svOY hOt~IMO btelwae t ie- untb~e titi toes~a wr +ntl~idust, , asS. nab lttww.•(8ae ranvuka bakNw.) • ~ . • • Id. NAME NrONIDUAI SERVED t LiST,ADDRESSi-~ E IF NQ? BHCIMIAr AHQVE (ti3r4rdautW k- GI~(lardietl). 14. Dt1t at tDerripQ Y4• Time Eli 54+~ re. •~ . ~ ~ ~ arse' TNae : FBI; Ott TMlle MiNis int Oa11: 1C.me ~ Int O+le Tone luttes` tom. tie Tana Mule. tnl. ~t. R~AARKS: . .r 2S. AdgMwOr C4etst ~f, Selrriea Casa 23. !i!F t. ZE. Mitaaya • M, 2E. 9ub Yali11 2!. PolM~O ~. Noripy • a t. SwNg. ~• 7(tL Qeuta 7S ta0i4 OYe a li,Nr1Q Chaok Na. !k lattr>~r iS. ~itlosrlea Gatti .%. *3anne' rCottt ~ 3T, llof~ty Cott Me. MNla~rlPaWpWHot Farrnd,' MI. TaW Cc~ata . • IQ Coast Gus c+r RNw-d ... Y 4t: l1FFMMA6~f'end sllbrd{br0 b ~9`~ Mtit ~ h ;O IIA{f11YRItS '' . ~WFALT~'I ~ ~d. BiplMwed\'kUk .. •_.-- i'=?'...... ;.;.• +{T. QATE yr • MaTARIAL SEAL '" ~ ~'` :~'":,'~,.,•, '~: .~ ~l.13A'l. aowNlAr~; NOi'ARYpt~lBl.I~~ ' • - .G'li.I. S y • Cf7Y.OF YCi~k,,.YQRK.CCIUNTY ' •1l~.~8g ~ lre~~fowgn .. ~ 49, OAT6 ~o. ~ ~ n~ . ,.. •' . • _ .. s,. OATS ~tecelvEa• . ......•. 997,-•~ 7.P1l~~i Fail;-.T. T.~:9fistl.l.l.Tl. ,III.zSti~ h1UCtOr1 xso~-I.tnu.~ er ~ ^r ~ r~ _~~ r~T VERIFICATION I, Brian H. Carey, verify that the facts contained in the foregoing Petition are true and correct based upon information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. X4904 relating to unsworn falsification to authorities. Date: October 23, 2007 CERTIFICATE OF SERVICE I, Thomas A. Archer, Esquire, hereby certify that on the date set forth below I served a true and correct copy of the foregoing Petition upon the person(s) stated below, Express Overnight Mail, to the following: Scott Dietterick, Esquire 134 Sipe Avenue Hummelstown, PA 17036 Date: October 23, 2007 Thomas A. Archer, Esquire Attorney I.D. # 73293 Attorney for Plaintiff ~ . -~ "~ ~ ~3 { 1 `' r ~~ i ,[~ ; r --'t ~ FARMERS AND MERCHANTS IN THE COURT OF COMMON PLEAS OF TRUST COMPANY OF :CUMBERLAND COUNTY, PENNSYLVANIA CHAMBERSBURG, : PLAINTIFF : V. CIVIL ACTION -LAW CAREYCORP, INC. a/k/a CARECORP INC., BRIAN H. CAREY and LORI J. CAREY, DEFENDANTS NO. 07-5453 CIVIL ORDER OF COURT AND NOW, this 6th day of November, 2007, upon consideration of the Petition to Open Judgment filed by the Defendants, IT IS HEREBY ORDERED AND DIRECTED that: 1. A Rule is issued upon the Plaintiff to show cause why the relief requested should not be granted; 2. The Plaintiff will file an answer on or before November 26, 2007; 3. The Prothonotary is directed to forward said Answer to this Court. 4. If no answer to the Rule to Show cause is filed by the required date, the relief requested by Defendants shall be granted upon the Court's receipt of a Motion requesting Rule be made Absolute. ~mas A. Archer, Esquire Attorney for Defendants vScott A. Dietterick, Esquire v Attorney for Plaintiff bas iI ~ a7-o7 By the Court, k ' w ;~ '-'~ Q_ t~~~ I~~l ~ r~ ~a,,,f". _~. SHERIFF'S RETURN - REGULAR CASE N0: 2007-05453 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND FARMERS AND MERCHANTS TRUST CO VS CAREYCORP INC ET AL STEPHEN BENDER Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within NOTICE-RULE 2958.1 was served upon CAREYCORP INC AKA CARECORP INC the DEFENDANT at 1215:00 HOURS, on the 1st day of October 2007 at 503 BRIDGE ST SUITE 112 NEW CUMBERLAND, PA 17070 by handing to BRIAN H CAREY a true and attested copy of NOTICE-RULE 2958.1 together with JUDGMENT & EXECUTION, CONF OF JUDG COMPLAINT CONFESSION OF JUDGMENT and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing 18.00 Service 16.32 Affidavit .00 Surcharge 10.00 ~'j . 0 0 I uJ3o Jb "1 `7'"` 4 4. 3 2 Sworn and Subscibed to before me this day So Answ~e`rs R. Thomas Kline 10/10/2007 JAMES SMITH DIETTERICK CONNELL By: De uty Sheriff of A.D. SHERIFF'S RETURN - OUT OF COUNTY ,,CASE N0: 2007-05453 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND FARMERS AND MERCHANTS TRUST CO VS CAREYCORP INC ET AL R. Thomas Kline Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT to wit: CAREY LORT J but was unable to locate Her deputized the sheriff of YORK in his bailiwick. He therefore serve the within NOTICE, CONFESSION, COMPL County, Pennsylvania, to On October 10th 2007 this office was in receipt of the attached return from YORK Sheriff's Costs: So answ Docketing 6.00 Out of County .00 Surcharge 10.00 Thomas Kline .00 Sheriff of Cumberland County .00 16.00 ~/ w~/~~b~7 10/10/2007 STEPEHN BENDER Sworn and subscribe to before me this day of A.D. SHERIFF'S RETURN - OUT OF COUNTY ,CASE NO: 2007-05453 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND FARMERS AND MERCHANTS TRUST CO VS CAREYCORP INC ET AL R. Thomas Kline Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT to wit: CAREY BRIAN H but was unable to locate Him in his bailiwick. He therefore deputized the sheriff of YORK County, Pennsylvania, to serve the within NOTICE, CONFESSION, COMPL On October 10th 2007 this office was in receipt of the attached return from YORK Sheriff's Costs: So answ Docketing 6.00 Out of County 9.00 Surcharge 10.00 Thomas Kl Dep York County 69.80 Sheriff of Cumberland County Postage 1.82 96.62 / 1 b~3o ~D 1 10/10/2007 JAMES SMITH DIETTERICK CONNELL Sworn and subscribe to before me this day of A.D. 1 OF 2 COUddTY OF YORK OFFICE OF THE SHERIFF 45 N. GEORGE ST.,YORK, PA 17401 - ~- SERVICE CALL (717)771-9601 SHERIFF SERVICE ~~"~4~~ PROCESS RECEIPT and AFFIDAVIT OF RETURN ~^~~ ~~ Y ~ 1 1 PLAINTIFF/S/ FanrlArs and Merchants Trust 2. - - ~ -` 4. TYPE OF WRIT OR COMPU-INT 3 DEFENDANT15l NOt1C?, COrif of Judgmsnt Car.. co Inc etc SERVE S NAME OF INDIVIDUAL, COMPANY. CORPORATION, ETC TO SERVE OR DESCRIPTION OF PROPERTY TO BE LEVIED, ATTACHED, OR SOLD Brian H. CarAy 6 ADDRESS (STREET OR RFO WITH BOX NUMBER, APT NO ,CITY, BORO. TWP , STATE ANO ZIP CODE) _ AT 390 BAnyou Lang New CtIInberland, PA 17070 7, INDICATE SERVICE O PERSONAL V PERSON IN CHARGE X~LDEPUTIZE '.~ C RT IL O 1 ST CLASS MAIL U POSTED U OTHER NOW SAptsnber 20 , 20 07 I, SHERIFF OF COUNTY, PA, do hereby deputize the heriff of York COUNTY to execute this rietum the rding to taw. This deputization being made at the request and risk of the plaintiff. , r IFF OF 8. SPECIAL tNSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE. Ct][tlb~'r1aI1d ADV FEE PD BY Law FIRM NOTE: ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN -Any deputy sheriff levying upon or attaching any property under within wnt may leave same without a watchman, in custody of whomever is found in possession, after notifying person of k;vy or attachment, without liability on the part of such deputy or the sherifl to any plaintiff herein for any toes, desWdion, or removal of any property before sheriffs sale thereof. 8. TYPE NAIVE and ADDRESS of ATTORNEY /ORIGINATOR and SIGNATURE t0. TELEPHONE NUMBER t t DA E FIL D SCOTT DIETTERTCK OF JAMES SMITH DIETTERICK & CONNELLY 717-533-3280 9~14~07 12. SEND NOTICE OF SERVICE COPY TO NAME ANO ADDRESS BELOW: (This area must be completed if notice is to be mailed}. CUMBERLAND COUNTY SHERIFF SPAN BEi.OW FOR USE OF ~ StER>FF - t?d NCIT Vllllt 1EI~.C>~41f l1~IE t 3. 1 acknowledge receipt of the writ t4. DATE RECEIVED t 5. Ez iralion/Hearing Oate or oompla9Lafri~cateo above. LT M M C G I L L 9/ 21 / 0 7 10114 / 0 7 16. HOW~ERVED: SONA RESIDENCE ( ) POSTED ( ) POE ( ) SHERIFF'S OFFICE ( ) OTHER ( ) SEE REMARKS BELOW 17. O I hereby return a NOT FOUND because I am unable to locate the individual, company, etc. named above. (See remarks beloiw.) 18. NAME LE IN AL SERVED /LIST ADDRESS HERE IF NOT SHOWN ABOVE (Relationship to Defendanq 19. Date of Service 20 Time of Seance c , 7S'~-~a7 cl` ~ 21. ATTE S Ti files In Date Time Miles Int. Date Time Miles Int. Date ~e Miles Int. Date Time Miles Int. Date Time Miles Int. >;la t{a ~ ~{U 22. 23. Advance Costs 2 ice Costs 25 N/F 26. Mileage 2 125.00 .UU U 34. Foreign Coutlttl Costs 35. Advance Costs 36. Service Costs 41. AFFIRMED and subscribed to re me 42 day Of _,~~ , 2f~~ 43. NOTARIAL SEAL LISA L. BOWMAN!, NOTARY PUBLIC CITY OF YCRtc, YORK COUNTY osfage 28 Sub Total 29. Pound 30. Notary 31. Surdig. 3R. Tot. Costs 33 s Due Check No. .$D ^] , ~ .~~ . Z.v 19 6 5 U 37 Notary Cert_ 38. MileagdPostagrlNW Found 39. Totet Costs 40. Costs Due or Refund M. signature or ~ q T Dep. sherff ~2'~ ~ ~~- 46. ~unrgn~ Se~York / yf , _ i ~ / / ~ / 47. DATE ~, ~ c : / li.'' _ (/ (/ 10/3/07 48. Signature of Foreign 49 DATE ','~~'4Mj,: ~ ~- aAr ~ iUl.i~,:.~. .. t" . ~ ~ ~ ~ ~ ~ " ~ ~ ~ t ~ ~ d r :~ i i~ ' 1'° fay ~ S' i. , y ~d° #F u J i+k~~~~i~~>*~~~~ Fh ~ ~r r 7 !. ~rr~F~ ~h~~i ~ p ` I $ ~ y }~ ~r'~ a ~~ i ~ F~'' ~~~ I~ ~ '~li N~p~{ {~ - ' 11 y 1h~ r~~ ~f ~ '~ ~ r~ :d~3 ~i "~ ^ ~ ~~ ~~~3+`Rr ~~~. ~m9~~'~adr ,,~'~, c.~~^~ y,~ I~;,, I ~~4t~ '° ~~~": ~ i~' ~ ~ p ype }f~~~l ~ ~ ~~ , .7' i .. k,i , . m '~. .: ' ~`._ ~ ~ _ ,.... . ~ f- _. , t+ ... y t , i' 1_ ;i..' ~ti r. r ,y '~ w~ p e' y .. 1 8il 2 OF 2 COUNTY OR YORK OFFICE CIF THE SHERIFF 45 N. GEORGE ST., YORK, PA 17401 SERVICE CALL (717) 771-%O1 SHERIFF SERVICE ~~~~~ PROCESS RECEIPT and AFFIDAVIT OF RETURN ~~""~ ~~ ~~'Y #'~ 1 ~', MEST t~ET A-~rtY 4t$ 1 PlA1NTIFF/SI FarmArs and MArchants Trust CcYnpany 3. DEFENDANT/S/ 2. COI N~ C1VZl' a. TYPE OF WRIT OR GUMF'lA1N 1 Notice, Conf of Judgrl~nt NOW S~rotsnber 20 , 20 ~, I, SHERIFF OF "1~4 COU eby d pu ~ iff of York COUNTY to execute this and a •according to law. This deputization being made at the request and risk of the plaintiff. , ~ SHERIFF OF 4~I~000NTY 8. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE. 0/ C CumbQrland PleasQ mail return of sPxvice to Cumb~rli3nd County ShAriff. Thank you. NOTE: ONLY APPLICABLE ON WRIT OF EXECUTION: N.B. WAIYER OF WATCHMAN -Any deputy sheriff levying upon or attaching any properly under within wnt may leave same without a watchman, in custody of whomever is found in possession, after notifying person of levy or attachment. without liability on the part of such deputy or the sheriff to any plaintiff herein for amt loss, desWdion, Or removal of any property before aheriRs sale thereof. 9. TYPE NAME and ADDRESS of ATTORNEY /ORIGINATOR and SIGNATURE t0. TELEPHONE NUMBER 11. PATE FILED JAMES DIETTERICK 717-533-3280 9/14/07 12. SEND NOTICE OF SERVICE COPY TO NAME AND ADDRESS BELOW: (This area must be completed A notice is to tfe mailed). CUMBERLAND COUNTY SHERIFF SPACI~ BEII.OW FOR USE OF TIE StER"Ff -• DO Nt1T Wll 'TI}#S 13. 1 adcnowkdye receipt of the wrd 14. DATE RECEIVED 15 Expiration/Hearing Date a< oompainl as indinted above. LT M MCG I LL 9 / 21 / 0 7 10 / 14 / 0 7 16. HOW VED: SONAL ( ) RESIDENC POSTED ( ) POE ( ) SHERIFF'S OFFICE ( ) OTHER ( ) SEE REMARKS BELOW 17. O 1 an return a NOT FOUNO because 1 am unable to locate the individual, company, etc. named above. (See remarks below.) 18. NAME A E O INDNIDUAL SERVED /LIST ADDRESS RE IF NOT SHOWN ABOVE (Relationship to Defendant) 19. Date of Service 20 Time of Service ~, d C ?sc:~a? X33 21. ATTEMPTS ~ J ~t Date Time Mites Int. Oate Time NNles Int. Oate rxne Mites Int. Oate Time Miles Int. Dale Time Miles Int. 22. REMARKS 23. Advance Costs ~ 24. Service Costs ~ 25. N/F ~ 26. Mileage ~27. Postage 28. Sub Total ~ 29. Pound ~ 30 Notary ~ 31. Surchg. ~32. 7ot. Costs 33 Costs cue a Refund ~ Check No. 34. Fonipn County Costs 135. Advance Costs 136 Service Costs 137. Notary Cert. ,,,R,38. MileagrJPostageJNOt Found 139. Total Costs 140. Costs Due a Refund 41. AFFIRME(D(a'nTd aub~s~u~ibeQd t~o before me this w........`..~ 42. day o(---GBAA~pAt~P1"/'~'ERLI~F a4. ~ aS~he~nR I l „r / ~ 45. ~~G/~u/_ 46. Sgnaturc of Yark Q a7. OATE N OTARIAL SEAL ca,nry snerifr ~ 10 / 3 / 0 7 LISA L. BGV~~~9n.~;,;,;OTARYPUBL(C WILLIAM M H SHERI _ ^CITY GF Y^RK, YORK COUNTY _--w att. Signatwe of Foreign 49 DATE SERVE 5 NAME OF`INDIVIDUAL, COMPANY, CORPORATION. ETC. TO SERVE OR DESCRIPTION OF PROPERTY TO BE LEVIED, ATTACHED, OR Sf7LU Lori J. Carey 6. ADDRESS (STREET OR RFO WITH BOX NUMBER, APT NO., CITY, 130R0, TWP ,STATE AND ZIP CODE) AT 390 BAnyou Lang New CtmlbArland PA 17070 7. INDICATE SERVICE t] PERSONAL l] PERSON IN CHARGE U DEPUTIZE _'J CERT. MAIL _ U 1ST CLASS MAIL V POSTED J~fiER ~. ~.,_..M. __,.~..-.~_,~.. n.~..~....___.__.__._w ~- , _ '~ . ~ ~ '1„ ~ s °~ i ~ ~ ~ ,~~` `~ ~ ~~ ~ ~~ ~ ~ f , ' 'F~ ~~ »~~~ a f ~. ,. .+w.-.-r. . _ _ p ., ..t' ? + i o- ~. '._~: r ~ , ,.. ._ ~Y ~' ' .,._ _ .. '. ~'.. 1:;~ r ~±.. r:_, ~ y _..,. ',; ,~ ;~ ~r ;~1 99 ~N`M`M~ a" ~iC~'At' ~ t F , ~' e ~ ' .. - } r ., ~ ~, ~ ~ ~ a ~. v„ . a:.......: , ... .. ....... .. ~ ~ ~ _.. ,,. _ ... .. _ ~ .,. .. _ ~1 ~ .,,. ~,~, ~ ` 4 r ' ~ ~ ~ .',+ 5 a. , 3- ~?-, e 1 -'-.¢~ 1~ ~ 9 i Kf$4}+~ ..~ 7t~~. Y~1 ~Qf.,i ~# '~'.^IPdn1A~ M '~ / '~ ! "~ A~,a-~"iiydrl.: _ j Nle~ A ~ { ~ , t 1 ~ E , fi S ., l ~~'~ ~ ~ X11 (a. }ALSf{gadt ,. 1 - ~ ' ~ is 'H y '~' IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 CHAMBERSBURG, PA 17201-6010 Plaintiff, CIVIL DIVISION N0.:07-5453 vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. PLAINTIFF'S ANSWER TO DEFENDANTS' PETITION TO OPEN JUDGMENT PURSUSNT TO Pa.R.C.P. 2959 And now, comes the Plaintiff, Farmers and Merchants Trust Company of Chambersburg, by its attorneys, James, Smith, Dietterick & Connelly, LLP, and files this Answer to Defendants' Petition to Open Judgment Pursuant to Pa.R.C.P. 2959 as follows: 1. Admitted in part and denied in part. It is admitted that Plaintiff confessed judgment against the Defendants. However, with respect to the remaining allegations in paragraph 1 of Defendants' Petition, Plaintiff's Complaint speaks for itself. 2. Admitted. 3. Admitted in part and denied in part. It is admitted that Note One and Note Two both indicate the obligor as "CareCorp, Inc.". However, it is clear that both parties intended the obligor to be CareyCorp, Inc., in that the President of CareyCorp, Defendant Brian H. Carey, executed both Notes without objection or correction. 4. Plaintiff believes that the filed copy of the Complaint did include the full copies of Note One and Note Two although they may have been left out of Defendants served copy. Attached please find as Exhibit "A" to Plaintiff's Answer full copies of both Note One and Note Two as well as the Guaranties. 5. Denied. Pursuant to the terms of Note One and Note Two, attached hereto, both are due and payable in full upon demand by Plaintiff. Pursuant to a letter dated August 23, 2007 by Plaintiff to Defendants, the full amount of principal and interest was demanded by Plaintiff and, to date, Defendants have failed to pay said sum. A true and correct copy of Plaintiff's letter is marked Exhibit "B" and attached hereto and made a part of. 6. Denied. Since both Note One and Note Two were obligations payable upon demand by Plaintiff, no itemization of installment default is necessary. 7. Denied, for reasons more fully set forth in Plaintiff's Answers to Paragraphs 5 and 6 of Defendants' Petition. 8. Denied, for reasons more fully set forth in Plaintiff's Answers to Paragraphs 5 and 6 of Defendants' Petition. 9. Admitted. Wherefore, Plaintiff respectfully requests that this Honorable Court deny Defendants' Petition to Open the Confessed Judgment entered in favor of Plaintiff at the above-captioned term and number. Respectfully submitted, JAMES, BY: ~ % Scott . Diette ' c, Esquire Attorneys for Plaintiff PA I.D. # 55650 P.O. Box 650 Hershey, PA 17033 (717) 533-3280 & CONNELLY LLP 1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA FARMERS AND MERCHANTS TRUST CIVIL DIVISION COMPANY OF CHAMBERSBURG COMMERCIAL SERVICES DEPARTMENT 20 SOUTH MAIN STREET, P.O. BOX 6010 NO.: 07-5453 CHAMBERSBURG, PA 17201-6010 Plaintiff, vs. CAREYCORP, INC. a/k/a CARECORP, INC. BRIAN H. CAREY and LORI J. CAREY Defendants. CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of Plaintiff's Answer to Defendants' Petition to Open Judgment Pursuant to Pa.R.C.P. 2959 was served on the following this 9`h day of November, 2007, via First Class U. S. Mail, Postage Pre-paid: Thomas A. Archer, Esquire Archer & Archer, P.C. 2515 North Front Street P.O. Box 5056 Harrisburg, PA 17110 JAMES, SMITH, BY Scott A~~~x~:,F Pa. I.D. #55650 Attorney for Plaintiff P.O. Box 650 Hershey, PA 17033 (717) 533-3280 Y LLP Exhibit "A" PROMISSORY NOTE References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing "•""" has been omitted due to text length limitations. Borrower: Carecorp, Inc. ITIN: 25-1819849) Lender: Farmers and Merchants Trust Company of 541 Bridge Street Chambersburg New Cumberland, PA 17070 Ritner Highway 20 South Main Street P.O. Box 6010 Chambersburg, PA 17201 (717) 264-6116 Principal Amount: 520,000.00 Date of Note: October 1, 2001 PROMISE TO PAY. Carecorp, Inc. ("Borrower") promises to pay to Farmers and Merchants Trust Company of Chambersburg ("Lender"-, or order, in lawful money of the United States of America, on demand, the principal amount of Twenty Thousand & 00/100 Dollars ($20,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan immediately upon Lender's demand. Payment in full Is due immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date, beginning November 1, 2001, with all subsequent interest payments to be due on the game day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection coats and any late charges, then to any unpaid interest, and any remaining amount to principal. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, mutiplied by the actual number of days the principal balance is outstanding. 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 independent index which is the New York Prime Rate as published in the Wall Street Journal. When a range of rate has been published, the higher of the rates will be used (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lander may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each time there has been a change in the Index. 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 at a rate of 1.250 percentage points over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower may pay without penalty 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 of accrued unpaid interest. Rather, early payments will reduce the principal balance due. 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: Farmers and Merchants Trust Company of Chambersburg, P. 0. Box 6010 Chambersburg, PA 17201-6010. LATE CHARGE. If a regularly scheduled interest payment is 16 days or more late, Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled payment. If Lender demands payment of this loan, and Borrower does not pay the loan in full within 16 days after Lender's demand, Borrower also will be charged 6.000% of the unpaid portion of the sum of the unpaid principal plus accrued unpaid interest. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 3.250 percentage points over the Index. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Nota, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. 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. Insolvency. 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 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. In the event of a death, lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's finanria! rendition, or Lender lelieves the prespert c'. payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. 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 land no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: I1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen 115) 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 on 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 attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including 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. GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. 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 Cumberland PROMISSORY NOTE (Continued) County, Commonwealth of Pennsylvania. Page 2 DISHONORED ITEM FEE. Borrower will pay a fee to Lender of 525.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. 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 accountl. 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. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following person currently is authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of his or her authority: Brian H. Carey, Chief Executive Officer of Carecorp, Inc. Borrower agrees to be liable for aii sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. 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. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your accountls) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: Farmers and Merchants Trust Company of Chambersburg P. 0. Box 6010 Chambersburg, PA 17201-6010 GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. 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 (5500) 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 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, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. 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. Qnoon~e~eo. ( Corporate Seal ) LENDER: FARMERS AND MERCHANTS TRUST COMPANY OF CHAMBERSBURG Authorized Signer USER PIiO LandbO. Vs. 6.17.20.0/ Copr. Hnln:d fmFnol~l SoWOonF, Ina. 7Y97, 3007. AN Rlphd Rn~vd. - PA L:\CFI\LPL\OIO.ft TI-0103 pR-13 COMMERCIAL GUARANTY ~' References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Anv item above containing """"" has been omitted due to text length limitations. Borrower: Carecorp, Inc. (TIN: 25-1819849) 541 Bridge Street New Cumberland, PA 17070 Guarantor: Brian H. Carey (SSN: 189-46-7069) 541 Bridge Street New Cumberland, PA 17070 Lender: Farmers and Merchants Trust Company of Chambersburg Ritner Highway 20 South Main Street P.O. Box 6010 Chambersburg, PA 17201 (717) 264-6116 AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, Including without limitation the principal Note amount of Twenty Thousand & 001100 Dollars (520,000.00). GUARANTY. For good and valuable consideration, Brian H. Carey ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Farmers and Merchants Trust Company of Chambersburg ("Lender"- or its order, on demand, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of Carecorp, Inc. ("Borrower") to Lender on the terms and conditions set forth In this Guaranty. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtedness described herein, plus all costs and expenses of (A) enforcement of this Guaranty and . IBI collection and sale of any collateral securing this Guaranty. The above limitation on .liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time. 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 Guaranty and any such other unterminated guaranties. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including Ia1 all principal, (b) all interest, Icl all late charges, Id) all loan fees and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. 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 Indebtedness 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. 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. This Guaranty covers a revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of Indebtedness owing from Borrower to Lender. Guarantor specifically acknowledges and agrees that fluctuations in the amount of Indebtedness, even to zero dollars (5 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon IA) termination in writing by Borrower and Lender of the line of credit, IB1 payment of the Indebtedness in full In legal tender, and IC) payment in full in legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: IA- to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; IB- to 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; IC) 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; IE- 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 IH-, to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that IA) 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; IB- 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; IDl 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; (EI 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; IF) 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; IG- 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; IHI no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; 11- Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and IJ) 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 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; 161 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. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Irrdebtedsress shaft not. at a• dimes until paid be fully secured try collateral pledged by Borrower, Guarantor hereby forever waives and gives ~ in favor of Vender and ~orro~rer, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or arx~re agairrsl[ Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor' of Borrower within the meaning of t t U.S.C. section 5471b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of IA) 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 reimixr9emenR, ~cJerdirrg without limitation, any lass of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the iC7 arn9r disability or other defense of Borrower, of airy other guarantor, or of any other person, or by reason of the cessation of Bamwer`s i~atsl'ity ~ any cause whatsoever, other than payment in fuB in legal tender, of the Indebtedness; (D) any right to c{aim di~harge of the -art. the basis of unjustified impairment of any collateral for the Indebtedness; IE) any statute of limitations, if at any time any action or scat brougi4t by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by arty app6cabf~e 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 COMMERCIAL GUARANTY (Continued) Page 2 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. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, 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 ttre Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however; that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and snail be delivered to Lender. Guarantor agrees, and Lender is hereby 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 Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-law to appear in any court of record acid to confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Guaranty, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Guarantor waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Guaranty have been paid in full. 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 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 is 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, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Guaranty has been accepted by Lender in the Commonweath of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland 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 or should not be enforced, that tact 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 Loan 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 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. 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. 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 Carecorp, Inc., and all other persons and entities signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Brian H. Carey. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word °Lender" means Farmers and Merchants Trust Company of Chambersburg, its successors and assigns. Note. The .cord 'Note" means the promissory note dated October 1, 2001, in the original principal amount of S20,000.00 from Borrower COMMERCIAL GUARANTY (Continued) Pages 3 to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and suibsvtutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan ~, ernrsnrrrEer~al agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and a! other iir~tr+.rr~s, 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%1 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) 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. GUARANTOR ACK LEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. COM ER IAL GUARANTY IS DATED OCTOBER 1, 2001. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS UAppRANT IS D SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: II X and deliverp~l jp~e presence of: X Witness INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA 1 SS COUNTY OF ~um berLt.va-M~ On this, the ~} d. day of ~ ~~ b t YL , 20 01 ,before me ~~,q~e%t ir/ {- ~ ShC q 12 rQ. _, the undersigned Notary Public, personally appeared Brian H. Carey, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. Notarial al r Nota Public Carlisle eoro, Cumberland County Notary ubliddFssIoJIA6~klltrf~lf '0, 2003 Memper, PennsvNania Aasoc"satarr w Notaries LASER Pl10 L~din9. Vr. 5.17.20.0E Copr. HM~nd Fh,Ylol,l 8ohldano, Ino. 1997, 3001. N Rl9hb RNMVOd. - PA L:\CFRLPL\E30.FC TR-S60J PW 11 COMMERCIAL GUARANTY '' ..................................::::::::::...:::::~}:.lifi.::.;.:.:.;::::.::.:.::ac. References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "• • * ^ has been omitted due to text length limitations. Borrow@r: Carecorp, Inc. (TIN: 25-1819849) Lender: Farmers and Merchants Trust Company of 541 Bridge Street Chambersburg New Cumberland, PA 17070 Ritner Highway 20 South Main Street P.O. Box 6010 Chambersburg, PA 17201 (717) 264-6116 Guarantor: Lori J. Carey (SSN: 185-50-7343) 541 Bridge Street New Cumberland, PA 17070 AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without Ilmftation the principal Note amount of Twenty Thousand & 00/100 Dollars ($20,000.00). GUARANTY. For good and valuable consideration, Lori J. Carey ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Farmers and Merchants Trust Company of Chambersburg ("Lender") or Its order, on demand, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of Carecorp, Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtedness described herein, plus all costs and expenses of (A) enforcement of this Guaranty and (B) collection and sale of any collateral securing this Guaranty. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time. 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 Guaranty and any such other unterminated guaranties. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including (a) all principal, (b) all interest, (c) all late charges, (dl all loan fees and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. 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 Indebtedness 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. 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. This Guaranty covers a revolving Ilne of credit and it is apeciflcally anticipated that fluctuations will occur in the aggregate amount of Indebtedness owing from Borrower to Lender. Guarantor specifically acknowledges and agrees that fluctuations in the amount of Indebtedness, even to zero dollars (S 0.00), shall not constitute a termination of this Guaranty. Guarantor's liability under this Guaranty shall terminate only upon (A1 termination in wrfting by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and (C) payment In full In legal tender of all of Guarantor's other obligations under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, wfthout notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) 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 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; IG) 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; IH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) 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 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; IB- 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 additiana! loans or obligations; IC1 to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; ID1 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. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b-, or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all 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 of Borrower to Lender 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 • COMMERCIAL GUARANTY (Continued) Page 2 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. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, 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 of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor 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 execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-law to appear in any court of record and to confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Guaranty, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Guarantor waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Guaranty have been paid in full. 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 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 is 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, construed and enforced In accordance with federal law and the laws of the Commonwealth of Pennsylvania. Thia Guaranty has been accepted by Lender to the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland 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 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 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 Loan 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 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. 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 u on Guarantor's heirs, representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. personal 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 Carecorp, Inc., and all other persons and entities signing the Note in whatever capacity, Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Lori J. Carey. Note. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Farma.~s and Merchants Trust Company of Chambersbur! ,successors and assigns. Note. The word "Note" means the pro. sory note dated October 1, 2001, in the original principal amount of $20,000.00 from Borrower - ~ COMMERCIAL GUARANTY (Continued) Page 3 to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. 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, 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, ANO 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. GUARANTOR ACKNOWLEDGES HAVING .READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED OCTOBER 1, 2001. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF ~U,.,,, r .a-sa, f~ SS 1, On this, the `f'~ day of _~~p~~, , 2p ~, before me ~~(° a. 27K ,the undersigned Notary Public, personal) a i9~ ~f ~ /~ to a the person whose name is subscribed to the within instrument, and acknow edged that he oreshe executed the same' for the) purposes therein contained. In witness whereof, 1 hereunto set my hand and official seal. Notarial Seal M,C,hCCa~~,,rl~~ene M. Shearer, Notary Publk; Note Pub7f~m~~i~Q8e9f~~,2003 Member, Pennsylvania Aseoclatlon of Notaries LABEq PRO Lerdbp, Vt. 3.77.20.06 Copr. Xrlnd fi,r,aiY Bolutbn,, tno. 17167, 2001. AH gghb Rervad. - PA L:\Ofl\LPL1E20.FC TR-3603 PR-72 X Witness PROMISSORY NOTE ~~1iSM..•..~... ..._.....:.:rv .:.:::::::::::::::::::::::::::::::.i;•iii:: ^:ihiiii:9ii};.y:nc::::;,,:. ..~:w•.iy4iii::~ 3iiii::•::::::::..:~::iiii4:i::i:~:ii:7:;->:-.:~:::.-::.: _::_p -. ~__ _. __ -, _._ .............~~V...f..............::c:::::r:._:::::::::::::::: :v:::..:iii: '~::: ~ o:~: References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ""' •" has been omitted due to text length limitations. BOrrOWer: Carecorp Inc. ITIN: 25-1819849) Lender: Farmers and Merchants Trust Company of 541 Bridge Street Chambersburg New Cumberland, PA 17070 Commercial Services Department 20 South Main Street P. O. Box 6010 Chambersburg, PA 17201-6010 (717) 264-6116 Principal Amount: $30,000.00 Date of Note: October 4, 2001 PROMISE TO PAY. Carecorp Inc. ("Borrower") promises to pay to Farmers and Merchants Trust Company of Chambersburg ("Lender"1, or order, in lawful money of the United States of America, the principal amount of Thirty Thousand & 00/100 Dollars ($30,000.00), together with interest on the unpaid principal balance from October 4, 2001, 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: 60 monthly consecutive principal and interest payments In the inkial amount of 5354.26 each, beginning November 70, 2001, with interest calculated on the unpaid principal balances at an initial discounted interest rate of 7.250% per annum; 59 monthly consecutive principal and interest payments in the inkial amount of 5354.27 each, beginning November 10, 2006, with interest calculated on the unpaid principal balances at a discounted interest rate based on the NY Prime -Immediate Change (currently 6.000%), plus a margin of 1.250%, reauking in an initial interest rate of 7.250%; and one principal and interest payment of 5354.12 on October 10, 2011, with interest calculated on the unpaid principal balances at an interest rate based on the NY Prime -Immediate Change (currently 6.000%), plus a margin of 1.250%, resuking in an initial Interest rate of 7.250%. This estimated final payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued Interest not yet paid, together wkh any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs and any late charges, then to any unpaid interest, and any remaining amount to principal. The annual interest rate for this Note is computed on a 365/360 basis; that Is, by applying the ratio of the annual interest rate over a year of 360 days, mukiplied by the outstanding principal balance, mukiplied by the actual number of days the principal balance Is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. For the first 60 payments, the interest rate on this Note will be 7.250%. Thereafter, the interest rate on this Note is subject to change from time to time based on changes in an independent index which is the New York Prime Rate as published in the Wall Street Journal. When a range of rate has been published, the higher of the rates will be used (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current Index rate upon Borrover's request. The interest rate change will not occur more often than each time there has been a change in the Index. Borrower understands that Lender may make loans based on other rates as well. The interest rate or rates to be applied to the unpaid principal balance of this Note will be the rate or rates set fartfi herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be 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 wiR pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, IC) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT. Borrower may pay without penalty 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 Lerxier. 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 amourrt must be mailed or delivered to: Farmers and Merchants Trust Company of Chambersburg, P. 0. Box 6010 Chambersburg, PA 1 7 201-601 0. LATE CHARGE. If a payment is 16 days or more late, Borrower will be charged 6.000% of the unpaid portion of the payment. y scheduled INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted tmde: applicabie law, increase the variable interest rate on this Note to 3.250 percentage points over the Index. The interest rate will not exi~eed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on trs Note after judgment at the interest rate applicable to this Note at the time judgment is entered. 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 thGs,ilMo>be or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any outer ageer~efst between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's beiiaii 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 beanies taise or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appoittrrsent of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or tfoe 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 proceedng, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral secur'rrg Nis ion, This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of De#auh`s 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 cied~ti ~e forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Len~r manies!6ir a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an.~n 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 asy Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to; permit the Guarantors es~ 1e assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure arty Event a Default. Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of paymr~rt oc performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breac~.tif^" `'"" same provision of this Note within the preceding twelve (121 months, it may be cured (and no event of defauk will have oc~ea' Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen(151 if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce comptiarse as smaiailipi reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid pr*s~ 'F balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ' PROMISSORY NOTE • (Continued) Page 2 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 attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including 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. GOVERNING LAW, This Note will be governed by, construed and enforced in accordance whh federal law and the laws of the Commonwealth of Pennsylvania. 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 Franklin County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of S25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. 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 accountl. 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. 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. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us at the following address: Farmers and Merchants Trust Company of Chambersburg P. O. Box 6010 Chambersburg, PA 17201-6010 GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. 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 80RROWER 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 (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR IiAOiRE 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 >"1CHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN Ft1LL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A BEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN ~ . ' .REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PR110R TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE ., ~iT$iEST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. i~S NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A StEA1.ED INSTRUMENT ACCORDING TO LAW, G4RECORPiNC ATTEST: or ( Corporate Seal ) I.EI+IDER: FARMEASANO MERCHANTS TRUST COMPANY OF CHAMBERSBURG >< 2 ' uthorfzed Signer LAGER PRO LanAI00, Vim. S.1 ].10.0! Copr. R,rlantl ffn~naW Solutbnt, Inc. 1897. 2001. qll plphh pumwC. - PA L:1CFI1LPL1D20.fC TR-350! PRJO COMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to an ~~~~..•~~~~'.~'..~.'~.'~. Any item above containing """"" has been omitted due to text length limitations. y particular loan or item. BorrOWer: Carecorp Inc. (TIN: 25-1819849) 541 Bridge Street New Cumberland, PA 17070 Guarantor: Brian H. Carey (SSN: 189-46-7069) 822 Hummel Avenue Lemoyne, PA 17043 Lender: Farmers and Merchants Trust Company of Chambersburg Commercial Services Department 20 South Main Street P. O. Box 6010 Chambersburg, PA 17201-6010 (717) 264-6116 AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without limitation the principal Note amount of Thirty Thousand & 00/100 Dollars ($30,000.00). GUARANTY. For good and valuable consideration, Brian H. Carey ("Guarantor"- absolutely and unconditionally guarantees and promises to pay to Farmers and Merchants Trust Company of Chambersburg ("Lender") or its order, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of Carecorp Inc. ("Borrower") to Lender on the terms and conditions set forth In this Guaranty. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtedness described herein, plus all costs and expenses of (A) enforcement of this Guaranty and (B) collection and sale of any collateral securing this Guaranty. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time. 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 Guaranty and any such other unterminated guaranties. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including (a) all principal, Ibi all interest, (cl all late charges, (d) all loan fees and loan charges, and (e) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. 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 Indebtedness 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. 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. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and w'rtltout le ssen~g Guarantor's liability under this Guaranty, from time to time: (AI 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 aker, 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; IC- 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; (Df 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; IG- 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 tA) rw representations or agreements of any kind have been made to Guarantor which would limit or quality 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 biting upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; IF) 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 wi8 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 condtion; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has estabFished adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guararattr 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 acx~ed by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to cotrtimtte iendmg 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 Borro~rer, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or 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; {~ to gwe notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to car~pll' rs any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to costn~mit ary act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shalt not at ~ times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire agaitrst Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b1, or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all 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; IB- any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for 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 of Borrower to Lender which is not barred by any app6ca~ble statute of limitations; or (FI any defenses given to guarantors at law or in equity other than actual payment and performance of tfre Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and therea#ter 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. ' COMMERCIAL GUARANTY (Continued) Page 2 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. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, 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 of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. It 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 execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSION OF JUDGMENT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-law to appear in any court of record and to confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender setting forth the amount then due, attorneys' fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this Guaranty, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Guarantor waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Guaranty have been paid in full. IYLISCELLANEOUS 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 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 is 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, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Franklin 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 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 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 Loan 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 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. 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. 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 Carecorp Inc., and all other persons and entities signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Brian H. Carey. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Farmers and Merchants Trust Company of Chambersburg, its successors and assigns. Note. The word "Note" means the promissory note dated October 4, 2001, in the original principal amount of $30,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. 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, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. COMMERCIAL GUARANTY (Continued) Page 3 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°kl OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) 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. GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. ERCIAL GUARANTY IS DATED OCTOBER 4, 2007. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THI UARANT A(y'p SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. X _Y . Brian H. Carey, In and delivered_Tn the presence of: X Witness INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF l~M /J~C (..4-N L~ SS On this, the y ~ day of ~obe.~ , 20 0 l ,before me ~~RIZ-/fN L rn. Shy-~}~-~~Q,., ,the undersigned Notary Public, personally appeared Brian H. Carey, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. Nota'ial Sea! Charlene M. Boro, Cumberland County Notary ubli~}S~film~~sbl t0 2003 Member, Pennsylvania Aasodatlon of Nolarles LASER PRO Lantlln0. Vs. 5.1'!.20.06 Cop,. Hrlr,d FF~nWd bplu,bn,, Ina. 1987, 7001. AA Rbhb RNrwd. - PA L:10fl\LPL\E20.FC 1A-9506 PR-10 COMMERCIAL GUARANTII References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing """*" has been omitted due to text length limitations. Borrower: Carecorp Inc. (TIN: 25-1819849) 541 Bridge Street New Cumberland, PA 17070 Guarantor: Lori J. Carey ISSN: 185-50-7343) 822 Hummel Avenue Lemoyne, PA 17043 Lender: Farmers and Merchants Trust Company of Chambersburg Commercial Services Department 20 South Main Street P. O. Box 6010 Chambersburg, PA 17201-6010 1717) 264-6116 AMOUNT OF GUARANTY. This is a guaranty of payment of the Note, including without limitation the principal Note amount of Thirty Thousand & 00/100 Dollars (530,000.001. GUARANTY. For good and valuable consideration, Lori J. Carey ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Farmers and Merchants Trust Company of Chambersburg ("Lender") or its order, in legal tender of the United States of America, the Indebtedness las that term is defined below) of Carecorp Inc. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. MAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall not exceed at any one time the amount of the Indebtedness described herein, plus all costs and expenses of (A) enforcement of this Guaranty and (B) collection and sale of any collateral securing this Guaranty. The above limitation on liability is not a restriction on the amount of the Indebtedness of Borrower to Lender either in the aggregate or at any one time. 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 Guaranty and any such other unterminated guaranties. INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the Note, including la) all principal, (b) all interest, Ic) all late charges, (d) all loan fees and loan charges, and le) all collection costs and expenses relating to the Note or to any collateral for the Note. Collection costs and expenses include without limitation all of Lender's attorneys' fees. 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 Indebtedness 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. 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. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) 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 (Ai 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; IB) this Guaranty is executed at Borrower's request and not at the request of Lender; IC- Guarantor has full power, right and authority to enter into this Guaranty; IDI the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of 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; 111 Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and IJl 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 WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender IA- to continue lending money or to extend other credit to Borrower; IB- 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; IC- 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; (Ef 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. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at ail times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 5471b-, or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all 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; IC- 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 of Borrower to lender 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. COMMERCIAL GUARANTY (Continued) Page 2 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. SUBORDlNAT10N OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, 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 lndebtedsfess of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or agiaeat ~If;eae or trustee in bankruptcy of Borrower; provided however; that such assignment shall be effective only for the purpose of m~iFg m' Lander foil pa~rmerst in Regal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter ~1- dietps a obligations ofi Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall firm dai~ened an Lerder_ Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file and corrtirxratiion statements and to execute such other documents and to take such other actions as Lender deems arappropriate to perfect, preserve and enforce its rights under this Guaranty. tIF.IT. Guarantor hereby irrevocably authorizes and empowers any attorney-at-law to appear in any court of record and lin tsrf~sls ~ agamst Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer of Lender isira>!~ am~rsi then due, attorneys' fees plus costs of suit, and to release all errors, and waive all rights of appeal. If a copy of this ~ an affidavit, shah have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. Gi~ra~r wGrec ffie right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any cr~##a-6e i~a>idl voiidable, or void; but the power will continue undiminished and may be exercised from time to time as Lender may elect until a~ as arn~ on this Guaranty have been paid in full. S PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amsw This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as t+a the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and sigaad by the party or parties sought to be charged or bound by the alteration or amendment. AttorrMeys' 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 enfiorce 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 is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunctionl, 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, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Franklin 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 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 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 Loan 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 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. 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. 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 Carecorp Inc., and all other persons and entities signing the Note in whatever capacity. Guarantor. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Lori J. Carey. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Farmers and Merchants Trust Company of Chambersburg, its successors and assigns. Note. The word "Note" means the promissory note dated October 4, 2001, in the original principal amount of 530,000.00 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. 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, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. COMMERCIAL GUARANTY (Continued) Pe9e 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 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) 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. GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED OCTOBER 4, 2001. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: ~~~ , ~~ ~,. ~g'`.""'a. , ' (Seep Lori J. rey, Indivi y acknowle ged and delivered in the presence of: Witness X Witness INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF Cur+.+ f3~r~L,Aw a 1 SS On this, the ~{ d, day of ___ (YC.~d~C ~ , 20 ~, before me `~i!•tR ~F Nc ~tiP n-e PR ,the undersigned Notary Public, personally appeared Lori J. Carey, known to me (or satisfac~'ty proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. NotarialSeal Charlene M. Shearer, Pulriic ro, Notary P blic ~'~RNg~~P~I4lg~•1Q 20fXi Member, Pen^.svivenia Aasodation of Notades USER PNO LanAnp, Vx. 6.1).20.0! Copt. Mrlritl FnnolY 8olulbn,. Inp. 1887. 2001. MI IliO~q P~v~d. • PA L:10R1LPL\E20.F0 TR-960! PRdO Exhibit "B" August 23,2007 CareyCorp, Inc. 542 Bridge Street New Cumberland, Pa 17070 Brian H. Carey, President RE: $20,000.00 Promissory Note dated October 1, 2001 $30,000.00 Promissory Note dated October 4, 2001 Dear Mr. Carey: Please be advised that Farmers and Merchants Trust Company of Chambersburg, ("F&M Trust") has elected to demand payment in full on the $20,000.00 Promissory Note dated October 1, 2001 and the $30,000.00 Promissory Note dated October 4, 2001, (hereinafter collectively referredo as "Notes") to CareyCorp, Inc. ("Borrower"). Demand is hereby made for the payment of the total amount due and owing pursuant to the terms of the Notes, which amount is as follows: i Loan Number Interest Late Fees Satisfaction Fee Total 0708513-9001 $ 15,611.49 $ 181.21 $ 0.00 $84.00 _ $15, 876.70 Loan Number Interest Late Fees Satisfaction Fee Total 0708513-0101 $ 17,625.24 $ 246.63 $ 8.66 $ 84.00 $17, 964.53 The total amount due from both Notes ($ 33,841.23) should be paid toF&M in certified funds or a cashier's check at the following address: Farmers and Merchants Trust Company of Chambersburg 150 Lincoln Way East Chambersburg, Pa. 17201 Atlas: Lorie M. Heckman Please be advised that if the obligations incurred under the firms of the Guaranty Agreements as set forth above are not paid, F&M may exercise, in its sole discretion, any and all rights available to it under the terms of the Note and Guaranty dated October 10, 2000 and any agreements, documents or instruments executed in connection therewith or any rights and remedies available at law or inequity to collect the entire outstanding indebtedness due. Any failure by F&M to exercise its rights and remedies is not a waiver of its rights and remedies nor is it a waiverof the default. All rights of F&M are preserved. Sincerely, (~ Lorie M. Heckman Assistant Vice President Credit Recovery Manager 717 264-6.416. 888-264-6.116 P.O. Sox 60~.fl Chambersbufg, PA 172fl1~010 ,- F I N A N C f A L ~",~ I,<d1T 10 l~ S. ~f"R 0 l~l 1':~ D "P 1 E '.Y.O U [(;d~ Q_~y .. ''~ z,, -,", !" 1 C_ "~ ° ~ ~.. ~~ :. ~ ' E E r- ~ rn ~ {~~. -" cs~ ~~ r, ~g _ "' :._ ~ ' ~ ~~ N ~ Archer & Archer, P.C. By: Thomas A. Archer, Esquire 2515 North Front Street P.O. Box 5056 Harrisburg, PA 17110 (717) 233-8676 Attorney for Defendants FARMERS AND MERCHANTS TRUST IN THE COURT OF COMMON COMPANY OF CHAMBERSBURG PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, CIVIL DIVISION v. CAREYCORP, INC. a/k/a CARECORP, NO.: 07-5453 INC., BRIAN H. CAREY and LORI J. CAREY Defendants. PRAECIPE TO WITHDRAW PETITION TO OPEN JUDGMENT TO PROTHONOTARY: Kindly withdraw the Petition to Open Judgment filed on behalf of Defendants, Careycorp, Inc a/k/a Carecorp, Inc, Brian H. Carey and Lori J. Carey, in the above- referenced matter. Respectfully Submitted, Archer & Archer, P.C. ~~ Dated: February 15, 2008 By; Thomas A. Archer, Esquire PA Atty. ID # 73293 2515 North Front Street P.O. Box 5056 Harrisburg, PA 17110 (717)233-8676 Attorney for Defendants ~~ CERTIFICATE OF SERVICE I, Thomas A. Archer, Esquire, hereby certify that on the date set forth below I served a true and correct copy of the foregoing document upon the person(s) stated below via, US First Class Mail: Scott Dietterick, Esquire 134 Sipe Avenue Hummelstown, PA 17036 Attorney for Plaintiff, Farmers and Merchants Trust Date: February 15, 2008 Thomas A. Archer, Esquire Attorney I.D. # 73293 Attorney for Defendant ~' n ~~ -~~ ~:. ~ r~. -*~ d ~ ~~ i f.. ~.. ~ -r'; ~-; ...~ ~~~ ~! ~. ~ ~° Gs