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HomeMy WebLinkAbout10-0705KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS IN THE COURT OF COMMON PLEAS OF TRUST COMPANY CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. SUBIR RAY and WANDA A. RAY, aka WANDA RAY CIVIL ACTION - LAW NO. 10 - 705 akii(Term CONFESSION OF JUDGMENT Defendants CONFESSION OF JUDGMENT By virtue of the authority conferred by the Note and the Guaranty, copies of which are attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants for the sum of $278,256.04 and costs of suit. Eugene E. Pe Vnz Jr. Attorney for Dnts by virtue of the authorization contained in the Note and the Guaranty d'1.50 PD A-rt,/ CO9o151 R?T?a3co 9aq k)o`f ? e Ou.Ce c? KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS TRUST COMPANY, successor to Allfirst Bank IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff V. SUBIR RAY and WANDA A. RAY, aka WANDA RAY Defendants NO. CONFESSION OF JUDGMENT NOTICE OF DEFENDANTS' RIGHTS A judgment in the amount of $278,256.04 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 KEEFER WOOD ALLEN & RAHAL, LLP By: 3 __ ?, Eugene . Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Manufacturers and Traders Trust Company KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS IN THE COURT OF COMMON PLEAS OF TRUST COMPANY, successor to CUMBERLAND COUNTY, PENNSYLVANIA Allfirst Bank CIVIL ACTION - LAW Plaintiff V. SUBIR RAY and WANDA A. RAY, aka WANDA RAY Defendants COMPLAINT NO. /0 - '76 ? C JY? ?"ct'?? CONFESSION OF JUDGMENT 1. Plaintiff Manufacturers and Traders Trust Company is a New York banking corporation, with an office at 213 Market Street, Harrisburg, Pennsylvania 17101. 2. Defendants Subir Ray and Wanda A. Ray, aka Wanda Ray, are adult individuals, husband and wife, whose last known address is 3 Southwatch Lane, Mechanicsburg Pennsylvania 17050. 3. On or about November 7, 2007, Defendant Subir Ray, for good and valuable consideration, executed and delivered Term Notes in the amounts of $246,500.00 and $43,500.00 (collectively the "Note") to Plaintiff. True and correct copies of the Note are attached hereto, made a part hereof and marked Exhibit "A". 4. On or about November 7, 2007, Defendant Wanda A. Ray, aka Wanda Ray, for good and valuable consideration, executed and delivered an Unlimited Guaranty (the "Guaranty") to Plaintiff. A true and correct copy of the Guaranty is attached hereto, made a part hereof and Marked as Exhibit "B". 5. The Note and the Guaranty referred to in Paragraphs 3 and 4, respectively, above have not been assigned by Plaintiff to any person or organization. 6. Judgment has not been entered on the Note or the Guaranty referred to in Paragraphs 3 and 4, respectively, above in any jurisdiction. KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 7. The Note and the Guaranty provide that Plaintiff may confess judgment against Defendants at any time after the occurrence of a default for the full amount of the indebtedness plus court costs and attorneys' fees in the amount of the greater of $10,000.00 or five percent (5%). 8. The obligations of Defendants are in default, among other things, by reason of their failure to make the required payment(s) due under the Note and the Guaranty. 9. The amount due on the Note and the Guaranty as of January 24, 2010 is $265,005.75 of which $253,515.48 is principal, $3,674.33 is interest, $7,542.50 is prepayment premium and $273.44 is late charges. 10. Plaintiff has been advised and, therefore, avers that Defendants executed the Note referred to in Paragraph 3 above for business purposes. 11. This confession of judgment is not being filed against a natural person(s) in regards to consumer credit transaction. WHEREFORE, Plaintiff demands judgment against Defendants in the sum of $278,256.04, together with interest as may hereafter accrue and costs of suit. KEEFER WOOD ALLEN & RAHAL, LLP Date: January L b , 2010 By: Eug Mje F/Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Plaintiff KEEFER WOOp ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 The undersigned Walter Leader, hereby verifies and states that: He is Banking Officer of Manufacturers and Traders Trust Company, successor to Allfirst Bank, Plaintiff herein; 2. He is authorized to make this Verification on its behalf; 3. The facts set forth in the foregoing Complaint are true and correct to the best of his knowledge, information and belief; and 4. He is aware that false statements herein are made subject to the penalties of 18 Pa. C.S. § 4904, relating to unsworn falsification to authorities. Walter Leader Dated: 1/-?(, , 2010 (Page 1 of 5) MMaBm* ,,,ar.ATraWn 7 ORIGINAL TERM NOTE $246,50000 rpo 3iasaa, November -7-, 2007 For value received, the undersigned Sub?r Ray, an individual, with an address of 3 Southwatch Lane, Mechanicsburg, Pennsylvania 17109 (the "Borrower"), promises to pay to the order of Manufacturers and Traders Trust reompany, a New York' banking corporation with an address of One M&T Plaza (Attu Office of General Counsel), Buffalo, New York 14203 (together with its successors and assigns, the "Bank"), the principal amount of Two Hundred Forty-Six Thousand Five Hundred Dollars and Zero Cents .($246,500 00) on or before November'J_, 2014 (the "Maturity Date"), as set forth below, together with interest from the date hereof on the unpaid principal balance from time to time outstanding until paid in full The Borrower shall pay consecutive monthly installments of principal and interest, as follows $2,176 67 commencing on December, 2007, and the same amount (except the last installment which shall be the unpaid balance) on the of each month thereafter he aggregate principal balance outstanding shall bear interest thereon at a per annum rate equal to Six lit- nd Sixty-Two Hundredths Percent (6 62%) Reference is hereby made to a certain loan agreement dated on or about the date hereof, as amended, between the Borrower and the Bank for additional terms and conditions applicable to this Note ' The principal amount of this Note will be amortized over 100 months starting from the date of this Note Principal and interest shall be payable at the Bank's main office or at such other place as the Bank may designate in writing in immediately available funds in lawful money of the United States of America without set-off, deduction or counterclaim Interest shall be calculated on the basis of actual number of days elapsed in a 360-day year This Note may be prepaid in whole or in part upon thirty (30) days prior written notice to the Bank In the event of any prepayment of this Note, whether by voluntary prepayment, acceleration or otherwise, the Borrower shall, at the option of the Bank, pay a "fixed rate prepayment charge" equal to the product of (a) the principal amount prepaid and (b) the percentage set forth in the table below for any prepayment made during the indicated period "Loan Year" shall mean each one year period commencing on the date of Ihis Note or on any anniversary of the date of this Note Period Percentage Loan Year 1 6% Loan Year 2 4% Loan Year 3 3% Loan Year 4 2% Loan Year 5 and thereafter 1 % Al the option of the Bank, this Note shall become immediately due and payable without notice or demand upon the occurrence at any time of any of the following events of default (each, an "Event of Default") (1) default of any liability, obligation, covenant or undertaking of the Borrower, any endorser or any guarantor hereof to the Bank or Bank Affiliates (as hereafter-defined), hereunder or otherwise, including, without limitation, failure to pay in full and when due any installment of principal or interest or default of the Borrower, any endorser or any guarantor hereof under any other loan document delivered by the Borrower; any endorser or any guarantor, or in connection with the loan evidenced by this Note or any other agreement by the Borrower, any endorser or any guarantor with the Bank, (2) failure of the Borrower, any endorser or any guarantor hereof to maintain aggregate collateral security value satisfactory to the Bank, (3) default of any material liability, obligation or undertaking of the Borrower, any endorser or any guarantor hereof to any other party, (4) if any statement, representation or warranty heretofore, now or hereafter made by the Borrower, any endorser or any guarantor hereof in connection with the loan evidenced by this Note or in any supporting financial statement of the Borrower, any endorser or any guarantor hereof shall be determined by the Bank to have been false or misleading in any material respect when made, (5) if the Borrower, any endorser or any guarantor hereof is a corporation, trust, partnership or limited liability company, the liquidation, termination or dissolution of any such organization, or the merger or consol?dal+n of such organization into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for its property, (6) the death of the Borrower, any endorser or any guarantor hereof and, if the Borrower, any endorser or any guarantor hereof is a partnership or limited liability company, the death of any partner or member, (7) the institution by or against the Borrower, any endorser or any (Page 2 'of ,5) guarantor hereof of any proceedings under the Bankruptcy Code 11 USC §101 at seq or any other law in which the Borrower, any endorser or any guarantor hereof is alleged to be insolvent or unable to pay its debts as they mature; or the making by the Borrower, any endorser or any guarantor hereof of an assignment for the benefit of creditors or the granting by the Borrower, any endorser or any guarantor hereof of a trust mortgage for the benefit of creditors, (8) the service upon the Bank of a writ in which the Bank is named as trustee of the Borrower, any endorser or any guarantor hereof, (8) a judgment or judgments for the payment of money shall be rendered against the Borrower, any endorser or any guarantor hereof, and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution, (10) any levy, lien (including mechanics lien) except as permitted under any of the other loan documents between the Bank and the Borrower, seizure, attachment, execution or similar process shall be issued or levied on any of the property of the Borrower, any endorser or any guarantor hereof, (11) the termination or revocation of any guaranty hereof, or (12) the occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower, any endorser or any guarantor hereof, or the occurrence of any other event or circumstance, such that the Bank, in its sole discretion, deems that it is insecure or that the prospects for timely or full payment or performance of any obligation of the Borrower, any endorser or any guarantor hereof to the Bank has been or may be impaired . BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY OTHER JURISDICTION, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR BORROWER IN ANY SU61-1 COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST BORROWER IN FAVOR OF THE BANK FOR ALL SUMS WE OR TO BECOME DUE BY BORROWER TO THE BANK UNDER THIS NOTE, WITH COSTS OF SUIT AND RELEASE OF ERRORS AND WITH THE GREATER OF FIVE PERCENT (5%) OF SUCH SUMS OR $10,000 ADDED AS A REASONABLE ATTORNEY'S FEE AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR BORROWER ACKNOWLEDGES THAT IT HAS BEEN OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT KNOWINGLY WAIVES ITS RIGHT TO BE HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY, SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL PROPERTY OF BORROWER IN THE COUNTY WHERE SUCH JUDGMENT IS ENTERED Payments may be applied in any order in the sole discretion of the Bank but, prior to default, shall be applied first to past due interest, expenses (which shall include all fees and costs, as well as all disbursements incurred by the Bank to preserve or enforce its rights under this Note or any other document executed in connection herewith), late charges and principal, then to current interest, expenses, late charges and principal, and last to remaining principal Notwithstanding the foregoing, any payments received after the occurrence and during the continuance of an Event of Default shall be applied in such manner as the Bank may determine The Borrower hereby authorizes the Bank to charge any deposit account which the Borrower may maintain with the Bank for any payment required hereunder without prior notice to the Borrower If pursuant to the terms of this Note, the Borrower is at any time obligated to pay interest on the principal balance at a rate in excess of the maximum interest rate permitted by applicable law for the loan evidenced by this. Note, the applicable interest rate shall be immediately reduced to such maximum rate and all previous payments in excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder The Borrower represents to the Bank that the proceeds of this Note will not be used for personal, family or household purposes or for the purpose of purchasing or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C F R Parts 221 and 224 The Borrower and each endorser and guarantor hereof grant to the Bank a continuing lien on and security interest in any and all deposits or other sums at any time credited by or due from the Bank or any Bank Affiliate (as hereinafter defined) to the Borrower and/or each endorser or guarantor hereof and any cash, securities, instruments or other property of the Borrower and each. endorser and guarantor hereof in the possession of the Bank or any Bank Affiliate, whether for safekeeping or otherwise, or in transit to or from the Bank or any Bank Affiliate (regardless of the reason the Bank or Bank Affiliate had received the same or whether the Bank or Bank Affiliate has conditionally released the same) as security for the full and punctual payment and performance of all of the liabilities and obligations of the Borrower and/or any endorser or guarantor hereof to the Bank or any Bank Affiliate and such deposits and other sums may be applied or set off against such liabilities and obligations of the Borrower or any endorser or guarantor hereof to the Bank or any Bank Affiliate at any time; whether or not such are then due, whether or not demand has been made and whether or not other collateral is then available to the Bank or any Bank Affiliate No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right of the Bank, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion The Borrower and every endorser or guarantor of this Note, regardless of the time, order or place of signing, waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of every kind in connection with the delivery, acceptance, performance or enforcement of this Note and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any (Page 3 of 5) ?a other party or person primarily or secondarily liable and waives all recourse to suretyship and guarantor defenses generally, including any defense based on impairment of collateral To the maximum extent permitted by taw, the Borrower and each endorser and guarantor of this Note waive and ,terminate any homestead rights and/or exemptions respecting any premises under the provisions of any applicable homestead laws, including without limitation, Title 42, Section 8123, of the Pennsylvania Consolidated Statutes Annotated Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by the Bank under the terms of this Note or any other loan documents, as well as all benefits that might accrue to the Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of such property, from attachment, levy or sale under execution or providing for any stay of execution, exemption from civil process or extension of time for payment, as well as the right of inquisition on any real estate that may be levied upon under a judgment obtained by virtue hereof, and Borrower hereby voluntarily condemns the same and authorizes the entry of such voluntary condemnation on any writ of execution issued thereon, and agrees that such real estate may be sold upon any such writ in whole or.tn part in any order desired by the Bank The Borrower and each endorser and guarantor of this Note shall indemnity, defend and hold the Bank and the Bank Affiliates and their directors, officers, employees, agents and attorneys (each an "Indemnitee") harmless against any claim brought or threatened against any Indemnitee by the Borrower, by any endorser or guarantor, or by any other person (as well as from attorneys' reasonable fees and expenses in connection therewith) on account of the Bank's relationship with the Borrower or any endorser or guarantor hereof (each of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank's selection, but at the expense of the Borrower and any endorser and/or guarantor), except for any claim arising out of the gross negligence or willful misconduct of the Bank The Borrower and each endorser and guarantor of this Note agree to pay, upon demand, costs of collection of all amounts under this Note including, without limitation, principal and interest, or in connection with the enforcement of, or realization on, any security for this Note, including, without limitation, to the extent permitted by applicable law, reasonable attorneys' fees and expenses Upon the occurrence and during the continuance of an Event of Default, interest shall accrue at a rate per annum equal to the aggregate of 4 0% plus the rate provided for herein If any payment due under this Note is unpaid for 5 days or more, the Borrower shall pay, in addition to any other sums due under this Note (and without limiting the Bank's other remedies on account thereof), a late charge equal to the greater of $50 or 5 0% of such unpaid amount ' This Note shall be binding upon the Borrower and each endorser and guarantor hereof and upon their respective heirs, successors, assigns and legal representatives, and shall inure to the benefit of the Bank and its successors, endorsees and assigns The liabilities of the Borrower and any endorser or guarantor of this Note are joint and several, provided, however, the release by the Bank of the Borrower or any one or more endorsers or guarantors shall not release any other person obligated on account of this Note Any and all present and future debts of the Borrower to any endorser or guarantor of this Note are'subordinated to the full payment and performance of all present and future debts and obligations of the Borrower to the Bank Each reference in this Note to the Borrower, any endorser, and any guarantor, ?s to such person individually and also to all such persons jointly No person obligated on account of this Note may seek contribution from any other person also obligated, unless and until all liabilities, obligations and indebtedness to the Bank of the person from whom contribution is sought have been irrevocably satisfied in full The release or compromise by the Bank of any collateral shall not release any person obligated on account of this Note The Borrower and each endorser and guarantor hereof each authorizes the Bank to complete this Note if delivered incomplete in any respect A photographic or other reproduction of this Note may be made by the Bank, and any such reproduction shall be admissible in evidence with the some effect as the original itself in any judicial or administrative proceeding, whether or not the original is in existence This Note is delivered to the Bank at one of its offices in Pennsylvania, shall take effect as a sealed instrument and shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws principles thereof Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to any party hereto at the address for such party as set forth herein, or at such other address as any party may from time to time designate in written notice received by the other parties hereto, provided, however, that in order for any notice to the Bank to be deemed effective, a duplicate notice shall be separately delivered to the Bank at the current office address of the Bank officer primarily responsible for the customer account to which this document relates Any such demand or notice shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (it) by mad or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mad or one (1) business day after delivery to a nationally recognized overnight courier service Notice by e-mail is not valid notice under this or any other agreement between the undersigned parties The term "Bank Affiliate" as used in this Note shall mean any banking or lending affiliates of the Bank, any party acting as a participant lender in the credit arrangements contemplated herein, or any third party acting on the Bank's behalf Except as set forth below, no change in this Note or waiver of any right or remedy hereunder can be;made except in a writing signed by the Bank No course of dealing or other conduct, no oral agreement or representation made by the Bank, and no usage of (Page A - of .5) . . I . trade, shall operate as a waiver of any right or remedy of the Bank No waiver of any right or remedy of the Bank shall be effective unless made specifically in writing by the Bank This Note, together with any related loan and security agreements and guaranties, contains the entire agreement between the Borrower and the Bank with respect to the Note, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Bank If there is more than one obligor to the Bank named herein and signing below, each such obligor shall-be jointly and severally liable for the payment of all amounts and performance of all obligations required hereunder Preauthorized Transfers from DepositAcc unt If a deposit account number is provided, Borrower hereby authorizes the Bank to debit Borrower's deposit account #Lt?Du-Ut'.Gi with the Bank automatically for any amount which becomes due under this Note The Borrower and each endorser and guarantor of this Note each irrevocably submits to the nonexclusive jurisdiction of any Federal or stale court sitting in Pennsylvania, over any suit, action or proceeding arising out of or relating to this Note Each of the Borrower and each endorser and guarantor irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum Each of the Borrower and each endorser and guarantor hereby consents to any and all process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and certified marl, postage prepaid, return receipt requested, to the Borrower's, endorser's or guarantor's address shown below or as notified to the Bank and (n) by serving the same upon the Borrower(s), endorser(s) or guarantor(s) in any other manner otherwise permitted by'law, and agrees that such service shall in every respect be deemed effective service upon the Borrower or such endorser or guarantor THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE, ANY OF THE OBLIGATIONS OF THE BORROWER, EACH ENDORSER AND GUARANTOR TO THE BANK, AND ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREES NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS. NOT BEEN, WAIVED THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY CONFESSION OF JUDGMENT THE TERMS OF THIS NOTE INCLUDE A WARRANT OF ATTORNEY TO CONFESS JUDGMENT AND HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT BORROWER HAS FULLY REVIEWED THE WARRANT .OF ATTORNEY TO CONFESS JUDGMENT WITH ITS OWN COUNSEL, AND IS KNOWINGLY AND VOLUNTARILY WAIVING CERTAIN RIGHTS IT WOULD OTHERWISE POSSESS, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO ANY NOTICE OF A HEARING PRIOR TO THE ENTRY OF JUDGMENT BY THE BANK PURSUANT TO THE FOREGOING WARRANT Executed as an instrument under seal as of November. / , 2007 Witness Borrower 0MUNAL 3 Southwatch Lane Mechanicsburg, Pennsylvania 17109 (Page 5' of , 5) ., COMMONWEALTH OF PENNSYLVANIA SS ORIGINAL COUNTY OF -&-.L,?, On this, the day of 2CVI, before me, a Notary Public, personally appeared Subir Ray, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and he/she acknowledged that he/she executed the same for the purposes therein contained IN WITNESS WHEREOF, I HEREUNTO SET MY HAND AND OFFICIAL SEAL t lw r NO ARY PUBLIC MY COMMISSION EXPIRES COMMONWEALTH 0, NOTARIAL SEAL gYLVANIA NANCY L. 'ANDERSON. h Cty Public Swatera Twp Daup My Commission Expires ion 28, 2011 FOR BANK USE ONLY Aulhorizalion Confirmed Signature per C P 4 15 10 5 Promissory Notes 0 2007 Medici, a division of Wolters Kluwer Financial Services (Page 1 of 6) ©- awil>a TUaa r ? 9?? 51 r?ol? `12?? Z[( TERM NOTE $43,50000 ?) 0 3ta3?asa2-/ U "'RBMNAL November 1 2007 For value received, the undersigned Subir Ray, an individual, with an address of 3 Southwatch Lane, Mechanicsburg, Pennsylvania 17109 (the "Borrower"), promises to pay to the order of Manufacturers and Traders Trust Company, a New York banking corporation with an address of One M&T Plaza (Atin Office of General Counsel), Buffalo, New York 4203 (together with its successors and assigns, the "Bank"), the principal amount of Forty-Three Thousand Five Hundred Dollars and Zero Cents ($43,500 00) on or before November 7, 2012 (the "Maturity Date"), as set forth below, together with interest from the date hereof on the unpaid principal balance from time to time outstanding until paid in full The Borrower shall pay consecutive imonthly installments of principal and interest, as follows $852 42 com encing on December Z, 2007, and the same amount (except the last installment which shall be the unpaid balance) on the of each month thereafter The aggregate principal balance outstanding shall bear interest thereon at a per annum rate equal to Six and Forty-Seven Hundredths Percent (b 47%) Reference is hereby made to a certain loan agreement dated on or about the date hereof, as amended, between the Borrower and the Bank for additional terms and conditions applicable to this Note The principal amount of this Note will be amortized over 60 months starting from the. date of this Note . Principal and interest shall be payable at the Bank's main office or at such other place as the Bank may designate in writing in immediately available funds in lawful money of the United States of America without set-off, deduction or counterclaim Interest shall be calculated on the basis of actual number of days elapsed in a 360-day year This Note may be prepaid in whole or in part upon thirty (30) days prior written notice to the Barik In the event of any prepayment of this Note, whether by voluntary prepayment, acceleration or otherwise, the Borrower shall, at the option of the Bank, pay a "fixed rate prepayment charge" equal to the product of (a) the principal amount prepaid and (b) the percentage set forth in the table below for any prepayment made during the indicated period "Loan Year" shall mean each one year period commencing on the date of this Note or on any anniversary of the date of this Note Period Percentage Loan Year 1 5% Loan Year 2 4% Loan Year 3 3% Loan Year 4 2% Loan Year 5 1 % After the last period indicated in the above table this Note may be prepaid in whole or in part without any prepayment charge At the option of the Bank, this Note shall become immediately due and payable without notice or demand upon the occurrence at any time of any of the following events of default (each, an "Event of Default") (1) default of any liabilily,i obligation, covenant or undertaking of the Borrower, any endorser or any guarantor hereof to the Bank or Bank Affiliates (as hereafter defined), hereunder or otherwise, including, without limitation, failure to pay in full and when due any installment of principal or interest or default of the Borrower, any endorser or any guarartor hereof under any other loan document delivered by the Borrower, any endorser or any guarantor, or in connection with the loan evidenced by this Note or any other agreement by the Borrower, any endorser or any guarantor with the Bank, (2) failure of the Borrower, any endorser or any guarantor hereof to maintain aggregate collateral security value satisfactory to the Bank, (3) default of any material liability, obligation or undertaking of the Borrower, any endorser or any guarantor hereof to any other party, (4) if any statement, representation or warranty heretofore, now or hereafter made by the Borrower, any endorser or any guarantor hereof in connection with the loan evidenced by this Note or in any supporting financial statement of the Borrower, any endorser or any guarantor hereof shall be determined by the Bank to have been false or misleading in any material respect when made, (5) if the Borrower, any endorser or any guarantor hereof is a corporation, trust, partnership or limited liability company, the liquidation, termination or dissolution of any such organization, or the merger or consolidation of such organization into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for its property, (6) the death (Page 2 of 6) v of the Borrower, any endorser or any guarantor hereof and, if the Borrower, any endorser or any guarantor hereof is 'a partnership or limited liability company, the death of any partner, or member, (7) the institution by or against the Borrower, any endorser or any guarantor hereof of any proceedings under the Bankruptcy Code 11 USC §101 at seq or any other law in which the Borrower, any endorser or any guarantor hereof is alleged to be insolvent or unable to pay its debts as they mature, or the making by the Borrower, any endorser or any guarantor hereof of an assignment for the benefit of creditors or the granting by the Borrower, any endorser or any guarantor hereof of a trust mortgage for the benefit of creditors, (8) the service upon the Bank of a writ in which' the Bank is named as trustee of the Borrower, any endorser or any guarantor hereof, (9) a judgment or judgments for the payment of money shall be rendered against the Borrower, any endorser or any guarantor hereof, and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution, (10) any levy, lien (including mechanics lien) except as permitted under any of the other loan documents between the Bank and the Borrower, seizure, attachment, execution or similar process shall be issued or levied on any of the property of the Borrower, any endorser or any guarantor hereof, (11) the termination or revocation of any guaranty hereof, or (12) the occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower, any endorser or any guarantor hereof, or the occurrence of any other event or circumstance, such that the Banlt, in its sole discretion, deems that it is insecure or that the prospects for timely or full payment or performance of any obligation of the Borrower, any endorser or any guarantor hereof to the Bank has been or may be impaired BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY OTHER JURISDICTION, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, TO APPEAR FOR BORROWER IN ANY SU6H COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HE 4D AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST BORROWER IN FAVOR OF THE BANK FOR ALL SUMS DUE OR TO BECOME DUI; BY BORROWER TO THE BANK UNDER THIS NOTE, WITH COSTS OF SUIT AND RELEASE OF ERRORS AND WITH THE GREATER OF FIVE PERCENT (5%) OF SUCH SUMS OR $10,000 ADDED AS A REASONABLE ATTORNEY'S FEE AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR BORROWER ACKNOWLEDGES THAT IT HAS BEEN OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT KNQWINGLY WAIVES ITS RIGHT TO BE HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY, SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL PROPERTY OF BORROWER IN THE COUNTY WHERE SUCH JUDGMENT IS ENTERED Payments may be applied in any order in the sole discretion of the Bank but, prior to default, shall be applied first to past due interest, expenses (which shall include all fees and costs, as well as all disbursements incurred by the Bank to preserve or enforce its rights under this Note or any other document executed in connection herewith), late charges and principal, then to current interest, expenses, late charges and principal, and last to remaining principal Notwithstanding the foregoing, any payments received after the occurrence and during the continuance of atn Event of Default shall be applied in such manner as the Bank may determine The Borrower hereby authorizes the Bank to charge any deposit account which the Borrower may maintain with the Bank for any payment required. hereunder without prior notice to the Borrower If pursuant to the terms of this Note, the Borrower is at any time obligated to pay interest on the principal balance at a rate in excess of the maximum interest rate permitted by applicable law for the loan evidenced by this Note, the applicable interest rate shall be immediately reduced to such maximum rate and all previous payments ?n excess of the maximum rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder ' The Borrower represents to the Bank that the proceeds of this Note will not be used for personal, family or household purposes or for the purpose of purchasing or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C F R Parts 221 and 224 The Borrower and each endorser and guarantor hereof grant to the Bank a continuing lien on and security interest in any and all deposits or other sums at any time credited by or due from the Bank or any Bank Affiliate (as hereinafter defined) to the Borrower and/or each endorser or guarantor hereof and any cash, securities, instruments or other property of the Borrower and each endorser and guarantor hereof in the possession of the Bank or any Bank Affiliate, whether for safekeeping or otherwise, or in transit to or from the Bank or any Bank Affiliate (regardless of the reason the Bank or Bank Affiliate had received the same or whether the Bank or Bank Affiliate has conditionally released the same) as security for the full and punctual payment and performance of all of the liabilities and obligations of the Borrower and/or any endorser or guarantor hereof to the Bank or any Bank Affiliate and such deposits and other sums may be applied or set off against such liabilities and obligations of the Borrower or any endorser or guarantor hereof to the Bank or any Bank Affiliate at any time, whether or not such are then due, whether or not demand has been made and whether or not other collateral is then available to the Bank or any Bank Affiliate No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right of the Bank, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion The Borrower and every endorser or guarantor of this Note, regardless of the time, order or place of signing, waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of every kind in (Page 3 of 6) connection with the delivery, acceptance, performance or enforcement of this Note and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable and waives all recourse to suretyship and guarantor defenses generally, including any defense based on impairment of collateral To the maximum extent permitted by law, the Borrower and each endorser and guarantor of this Note waive and terminate any homestead rights and/or exemptions respecting any premises under the provisions of any applicable homestead laws, including without limitation, Title 42, Section 8123, of the Pennsylvania Consolidated Statutes Annotated Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by the Bank under the terms of this Note or any other loan documents, as well as all benefits that might accrue to the Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of such property, from attachment, levy or sale under execution or providing for any stay of execution, exemption from civil process or extension of time for payment, as well as the right of inquisition on any real estate that may be levied upon under a judgment obtained by virtue hereof, and Borrower hereby voluntarily condemns the same and authorizes the entry of such voluntary condemnation on any writ of execution issued thereon, and agrees that such real estate may be sold upon any such writ in whole or in part in any order desired by the Bank The Borrower and each endorser and guarantor of this Note shall indemnify, defend and hold the Bank and the Bank Affiliates and their directors, officers, employees, agents and attorneys (each an "Indemnitee") harmless against any claim brought or threatened against any Indemnitee by the Borrower, by any endorser or guarantor, or by any other person (as well as from attorneys' reasonable fees and expenses in connection therewith) on account of the Bank's relationship with the Borrower or any endorser or guarantor hereof (each of which may be defended, compromised, settled or pursued by the Bank with counsel of the Bank's selection, but at the expense of the Borrower and any endorser and/or guarantor), except for any claim arising out of the gross negligence or willful misconduct of the Bank The Borrower and each endorser and guarantor of this Note agree to pay, upon demand, costs of collection of all amounts under this Note including, without limitation, principal and interest, or in connection with the enforcement of, or realization on, any security for this Note, including, without limitation, to the extent permitted by applicable law, reasonable attorneys' fees and expenses Upon the occurrence and during the continuance of an Event of Default, interest shall accrue at a rate per annum equal to the aggregate of 4 0% plus the rate provided for herein If any payment due under this Note is unpaid for 5 days or more, the Borrower shall pay, in addition to any other sums due under this Note (and without limiting the Bank's other remedies onlaccount thereof), a late charge equal to the greater of $50 or 5 0% of such unpaid amount This Note shall be binding upon the Borrower and each endorser and guarantor hereof and upon theft respective heirs, successors, assigns and legal representatives, and shall inure to the benefit of the Bank and its successors, endorsees and assigns The liabilities of the Borrower and any endorser or guarantor of this Note are joint and several, provided, however, the release by the Bank of the Borrower or any one or more endorsers or guarantors shall not release any other person obligated on account of this Note Any and all present and future debts of the Borrower to any endorser or guarantor of this Note are subordinated to the full payment and performance of all present and future debts and obligations of the Borrower to the Bank Each reference in this Note to the Borrower, any endorser, and any guarantor, is to such person individually and also to all such persons jointly No person obligated on account of this Note may seek contribution from any other person also obligated, unless and until all liabilities,. obligations and indebtedness to the Bank of the person from whom contribution is sought have been irrevocably satisfied in full The release or compromise by the Bank of any collateral shall not release any person obligated on account of this Note The Borrower and each endorser and guarantor hereof each authorizes the Bank to complete this Note if delivered incomplete in any respect A photographic or other reproduction of this Note may be made by the Bank, and any such reproduction shall be admissible in evidence with the same effect as the original itself in any judicial or administrative proceeding, whether or not the original is in existence This Note is delivered to the Bank at one of its offices in Pennsylvania, shall take effect as a sealed instrument and shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws principles thereof Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and buly given if delivered to any party hereto at the address for such party as set forth herein, or at such other address as any party may from time to lime designate in written notice received by the other parties hereto, provided, however, that in order for any notice to the Bank to be deemed effective, a duplicate notice shall be separately delivered to the Bank at the current office address of the Bank officer primarily responsible for the customer account to which this document relates Any such demand or notice shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United Slates Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service Notice by e-mail is not valid notice under this or any other agreement between the undersigned parties The term "Bank Affiliate" as used in this Note shall mean any banking or lending affiliates of the Bank, any party acting as a participant lender in the credit arrangements contemplated herein, or any third party acting on the Bank's behalf (Pagel 4 of 6) Except as set forth below, no change in this Note or waiver of any right or remedy hereunder can be made except in a writing signed by the Bank No course of dealing or other conduct, no oral agreement or representation made by the Bank, and no usage of trade, shall operate as a waiver of any right or remedy of the Bank No waiver of any right or remedy of the Bank shall be effective unless made specifically in writing by the Bank This Note, together with any related loan and security agreements and guaranties, contains the entire agreement between the Borrower and the Bank with respect to the Note, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Bank If there is more than one obligor to the Bank named herein and signing below, each such obligor shall be jointly and severally liable for the payment of all amounts and performance of all obligations required hereunder Preauthorrzed Transfers from De4os_iI Account If a deposit account number is provided, Borrower hereby authorizes the Bank to debit Borrower's deposit account # ttJWW1 P with the Bank automatically for any amount which becomes due under this Note The Borrower and each endorser and guarantor of this Note each irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in Pennsylvania, over any suit, action or proceeding ansrng out of or relating to this Note' Each of the Borrower and each endorser and guarantor irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum Each of the Borrower and each endorser and guarantor hereby consents to any and all process which may be served in any such suit, action or proceeding, (r) by marling a copy thereof by registered and certified mad, postage prepaid, return receipt requested, to the Borrower's, endorser's or guarantor's address shown below or as notified to the Bank and (u) by serving the same upon the Borrower(s), endorser(s) or guarantor(s) in any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon the Borrower or such endorser or guarantor THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WIT14 THIS NOTE, ANY OF THE OBLIGATIONS OF THE BORROWER, EACH ENDORSER AND GUARANTOR TO THE BANK, 'AND ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREES NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT BEEN, WAIVED THE BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY CONFESSION OF JUDGMENT THE TERMS OF THIS NOTE INCLUDE A WARRANT OF ATTORNEY TO CONFESS JUDGMENT AND HAVE BEEN NEGOTIATED AND AGREED UPON IN A COMMERCIAL CONTEXT BORROWER HAS FULLY REVIEWED THE WARRANT OF ATTORNEY TO CONFESS JUDGMENT WITH ITS OWN COUNSEL, AND IS KNOWINGLY AND VOLUNTARILY WAIVING CERTAIN RIGHTS IT WOULD OTHERWISE POSSESS, INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO ANY NOTICE OF A HEARING PRIOR TO THE ENTRY OF JUDGMENT BY THE BANK PURSUANT TO THE FOREGOING WARRANT Executed as an instrument under seal as of November, 2007 ORIGINAL Witness Borrower Subir Ray, individually 3 Southwatch Lane Mechanicsburg, Pennsylvania 17109 4 (Page 5 of 6) COMMONWEALTH OF PENNSYLVANIA SS ORIGINAL COUNTY OF On this, the 17A day of _9") , 20" before me, a Notary Public, personally appeared Subir Ray, known to me (or satisfactorily proven) tobe the person whose name is subscribed to the within instrument, and he/she acknowledged that he/she executed the same for the purposes therein contained IN WITNESS WHEREOF, I HEREUNTO SET MY HAND AND OFFICIAL SEAL NOTARY PUBLIC MY COMMISSION EXPIRES =!! p1'ARJAL a)r-" Public 1 ANDERSON, NANC`( Notary L' Dauphin Countyli Swatafiissto? Expires Jan M 20 t,lly Com FOR BANK USE ONLY Authorization Confirmed Signature per C P 4 15 10 5 Promissory Notes 0 2007 Medici, a division of Wolters Kluwer Financial Services UNLIMITED GUARANTY TO: Manufacturers and Traders Trust Company, a New York banking corporation (the "Bank") RE: Subir Ray, an individual (the "Borrower") To induce the Bank to make or continue to make loans, advances, or grant other financial accommodations to the Borrower, in consideration thereof and for loans, advances or financial accommodations heretofore or hereafter granted by the Bank to or for the account of the Borrower, the undersigned Wanda Ray (the "Guarantor") absolutely and unconditionally guarantees the full and punctual payment to the Bank of all sums which may be presently due and owing and of all sums which shall In the future become due and owing to the Bank from the Borrower, whether direct: or indirect, whether as a borrower, guarantor, surety or otherwise, including, without limitation, interest, attorneys' fees and other amounts accruing after the filing of a petition in bankruptcy by or against Borrower, notwithstanding the discharge of Borrower from such obligations, together, with all costs and expenses incurred by the Bank in connection with such obligations; this Unlimited Guaranty. (!his."Guaranty") and the enforcement thereof, and also guarantees the.due performance by the Borrower of all Its obligations under all other present and future contracts and agreements with the Bank; including, without limitation, all rate swap transactions, basis swaps, forward rate transactions, commodity swaps; commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, forward transactions, currency swap transactions, cross-currency rate swap transactions and currency options. This is a guaranty of payment and not collection. Guarantor also agrees: (1) to Indemnify and hold the Bank and any Bank Affiliate (as hereinafter defined) and their directors, officers, employees, agents and attorneys harmless from and against all claims, obligations, demands and liabilities, by whomsoever asserted, ,and against all losses in any way suffered, incurred or paid as a result of or in any way arising out of or following or consequential to transactions with therBorrower, except for any claim arising out of the gross negligence or willful misconduct of the Bank; (2) that this Guaranty shall not be impaired by any modification, supplement, extension, renewal or amendment of any contract .,or agreement to which the parties thereto may hereafter agree, nor by any modification, increase, release or other alteration 'ofiany of the obligations hereby guaranteed or of any security therefor, nor by any agreements or arrangements whatsoever with the Borrower or anyone else, all of which may be done without notice to or consent by the Guarantor; (3) that the liability of the Guarantor hereunder Is direct and unconditional and'due immediately upon default of the Borrower without demand or notice and without requiring the Bank first to resort tolny other right, remedy or security; (4) that Guarantor shall have no right of subrogation, reimbursement or Indemnity whatsoever until the Bank is indefeasibly paid in full, nor any right of recourse to security for•the, ctebts and obligations of the Borrower to the Bank; (5) that the liability of the Guarantor is unlirnifed and shall be.joint and several. with the liabilities of any other guarantors; (6) that if the Borrower or the Guarantor or .any other guarantor should at any time become insolvent or make a general assignment, or if a petition in bankruptcy or any insolvency or reorganization proceedings shall be filed or commenced by, against or in respect of the Borrower or the Guarantor, or any other guarantor of the obligations guaranteed hereby, any and all obligations of the Guarantor shall be Immediately due and payable without notice; (7) that the Bank's books and records showing the account between the Bank and the Borrower shall be admissible in any action or proceeding, shall be binding upon the Guarantor for the purpose of establishing the items therein set forth and shall constitute conclusive proof thereof, (8) that this Guaranty is, as to the Guarantor, a continuing Guaranty that shall remain effective under successive transactions until expressly terminated as hereinafter provided; (9) that this Guaranty may be terminated as to the Guarantor only by giving, the Bank Sixty (60) days' prior written notice by registered or certified mall, and thereupon this Guaranty shall terminate with respect to Guarantor only at the expiration of said Sixty (60) day period, which shall then be the effective date of termination, and that such termination shall be applicable only to transactions having thJinception after the effective date of terminatiu.. Ld shall not affect rights and obligations arising out of transactions or indebtedness or extensions or renewals thereof having their inception prior to such date, including renewals, extensions, modifications and refinancings of such prior transactions, and also extensions of credit made pursuant to a commitment previously made by the Bank; (10) that the death of Guarantor shall not effect the termination of this Guaranty as to Guarantor providing, that in any event within Sixty (60) days after the death of the Guarantor, Borrower or any surviving guarantor shall provide to the Bank evidence that the estate of the Guarantor confirms its obligations to the Bank under this Guaranty; (11) that termination, release or limitation of any guaranty of the obligations guaranteed hereby by any other guarantor shall not affect the continuing liability hereunder of the Guarantor; (1.2) that nothing shall discharge or satisfy the liability of the Guarantor hereunder except the full Indefeasible payment and performance of all of the Borrower's debts and obligations to the Bank with Interest and costs of collection; (13) that this Guaranty shall not be affected by the illegality, invalidity or unenforceability of the obligations guaranteed, by any fraudulent, illegal or improper act by the Borrower, the legal incapacity or any other defense of the Borrower, the Guarantor or any other person obligated to the Bank consequential to transactions with the Borrower nor by the invalidation, by operation of law or otherwise, of all or any part of the obligations guaranteed hereby, including but not limited to any interest accruable on the obligations guaranteed hereby during the pendency of any bankruptcy or receivership proceeding of the Borrower; (14) that any and all present and future debts and obligations of the Borrower to Guarantor are hereby waived and postponed in favor of and subordinated to the full Indefeasible payment and performance of all present and future debts and obligations of the Borrower to the Bank; (15) the Guarantor hereby grants to the Bank a continuing lien and security interest in all deposits or other sums at any time credited by or due from the Bank or any Bank Affiliate to the Guarantor and any property of the Guarantor at any time in the possession of the Bank or any Bank Affiliate whether for safekeeping or otherwise, or in transit to or from the Bank or any Bank Affiliate (regardless of the reason the Bank or Bank Affiliate had received the same or whether the Bank or Bank Affiliate has conditionally released the same) as security for the full and punctual payment and performance of all of the obligations guaranteed hereby, and such deposits and other sums may be applied or set off against such obligations at any time, whether or not such are then due, whether or not demand has been made and whether or not other collateral is then available to the Bank or any Bank Affiliate; (16) that if at any time payment of all or any part of the obligations guaranteed hereunder is rescinded or otherwise must be restored by the Bank to the Borrower or to the creditors of the Borrower or any representative of the Borrower or representative of the Borrower's creditors as a voidable preference or fraudulent transfer or conveyance upon the insolvency, bankruptcy or reorganization of the Borrower or the Guarantor, or to the creditors of the Guarantor or any representative of the Guarantor or representative of the creditors of Guarantor upon the insolvency, bankruptcy or reorganization of the Guarantor or otherwise, this Guaranty shall continue to be effective or be reinstated, as the case may be, as though such payments had not been made, and shall survive as an obligation of the Guarantor, and shall not be discharged or satisfied by said payment or payments, notwithstanding the return of the original of this Guaranty to the Guarantor or to the Borrower, or any other apparent termination of Guarantor's obligations hereunder; (17) that any rights and remedies available to the Bank under this Guaranty are cumulative, and not exclusive of any rights and remedies otherwise available to the Bank at law or in equity; (18) that the Bank's delay or omission in exercising any of the Bank's rights and remedies shall not constitute a waiver of these rights and remedies, nor shall the Bank's waiver of any right or remedy operate as a waiver of any other right or remedy available to the Bank. The Bank's waiver of any right or remedy on any one occasion shall not be considered a waiver of same on any subsequent occasion, nor shall this be considered to be a continuing waiver; (19) that this Guaranty incorporates all discussions and negotiations between the Bank and the Guarantor concerning the guaranty and indemnification provided by the undersigned hereby, and that no such discussions or negotiations shall limit, modify, or otherwise affect the provisions hereof, there are no preconditions to the effectiveness of this Guaranty and that no provision hereof may be altered, amended, waived, canceled or modified, except by a written instrument executed, sealed and acknowledged by the Bank's duly authorized officer; and (20) that this Guaranty and all documents which have been or may be hereinafter furnished by the Guarantor to the Bank may be reproduced by the Bank by any photographic, photostatic, microfilm, xerographic or similar process, and that any such reproduction shall be admissible In evidence as the original itself in any judicial or administrative proceeding (whether or not the original Is in existence and whether or not such reproduction was made In the regular course of business). Guarantor waives: notice of acceptdAce hereof, presentment and protest of any Ins,01ent and notice thereof, notice of default and all other notices to which the Guarantor might otherwise be entitled; and any and all defenses, including without limitation, any and all defenses which the Borrower or any other party may have to the fullest extent permitted by law, any defense to this Guaranty based on Impairment of collateral or on suretyship defenses of every type; any right to exoneration or marshaling. To the maximum extent permitted by law, Guarantor waives and terminates any homestead rights and/or exemptions respecting any premises under the provisions of any applicable homestead law, including without limitation, Title 42, Section 8123, of the Pennsylvania Consolidated Statutes Annotated. To the extent that it lawfully may, Guarantor hereby further agrees not to invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Bank's rights under this Guaranty or otherwise respecting the guaranteed obligations, and to the extent that it lawfully may do so, the Guarantor hereby irrevocably waives the benefits of all such laws. Except as otherwise provided by applicable law, the Bank shall have no duty as to the collection or protection of any collateral, if any, securing the guaranteed obligations beyond the safe custody thereof. Guarantor will from time to time execute and deliver to the Bank, and take or cause to be taken, all such other further action as the Bank may request in order to effect and confirm or vest more securely in the Bank all the rights contemplated in this Guaranty (including, without limitation, to correct clerical errors) or respecting any of the obligations guaranteed hereby or to comply with applicable statute or law. The term "Bank Affiliate" as used in this Guaranty shall mean any banking or lending affiliates of the Bank, any party acting as a participant lender in the credit arrangements contemplated herein, or any third party acting on the Bank's behalf. This Guaranty, all acts and transactions hereunder, and the rights and obligations of the parties hereto shall be governed, construed and interpreted according to the laws of the Commonwealth of Pennsylvania without giving effect to the conflicts of laws principles thereof, shall be binding upon the heirs, executors, administrators, successors and assigns of the Guarantor and shall inure to the benefit of the Bank's successors and assigns. If any provision of this Guaranty is found to be invalid, Illegal or unenforceable, the validity of the remainder of the Guaranty shall not be affected. Guarantor, if not a natural person, certifies that it is and shall remain duly organized and in good standing under the laws of the State of its organization or formation and duly authorized to do business in each State material to the conduct of its business. If as of the date any payment of proceeds of collateral received by the Bank are refunded or otherwise restored to the Borrower or any third party, the statute of limitations shall start anew with respect to any action or proceeding by the Bank against the Guarantor under this Guaranty. Likewise, any acknowledgment, reaffirmation or payment, by the Borrower or any third party, of any portion of the obligations guaranteed hereby, shall be deemed to be made as agent for the Guarantor, strictly for the purposes of tolling the running of (and/or preventing the operation of) the applicable statute of limitations with respect to any action or proceeding by the Bank against the Guarantor pursuant to this Guaranty. Guarantor will furnish to Bank from time to time, such financial data and information about Guarantor as Bank may reasonably request (collectively, the "Financial Statements"). Guarantor represents and warrants the accuracy of any Information contained therein and hereby agrees not to encumber or transfer any assets listed on any Financial Statements without the Bank's prior consent. Guarantor irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in Pennsylvania, over any suit, action or proceeding arising out of or relating to this Guaranty. Guarantor irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection It may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. Guarantor hereby consents to any and all process which may be served In any such suit, action or proceeding, (1) by mailing a copy thereof by registered and certified mail, postage prepaid, return receipt requested, to the Guarantor's address shown below or as notified to the Bank and (ii) by serving the same upon the Guarantor in any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon the Guarantor. GUARANTOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ATTORNEYS OR THE PROTHONOTARY OR CLERK OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR IN ANY OTHER JURISDICTION, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT RESPECTING ANY OF THE OBLIGATIONS GUARANTEED HEREBY, TO APPEAR FOR GUARANTOR IN ANY SUCH COURT, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM OR TIME THERE OR ELSEWHERE TO BE HELD AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR IN FAVOR OF BANK FOR ALL SUMS DUE OR TO BECOME DUE BY GUARANTOR TO BANK UNDER THIS GUARANTY, WITH COSTS OF SUIT AND RELEASE OF ERRORS AND WITH THE GREATER OF FIVE PERCENT (5%) OF SUCH SUMS OR $10,000 ADDED AS A REASONABLE ATTORNEY'S FEE AND FOR DOING SO THIS GUARANTY OR A COPY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. SUCH AUTHORITY AND POWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF, AND JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS THERE IS OCCASION THEREFOR. GUARANTOR ACKNOWLEDGES THAT IT HAS BEEN OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS GUARANTY AND THAT IT KNOWINGLY WAIVES ITS RIGHT TO BE HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY, 1 SUCH JUDGMENT SHALL BECOME ,-)LIEN ON ALL REAL PROPERTY OF GUAI,vAVTOR IN THE COUNTY WHERE SUCH JUDGMENT IS ENTERED. GUARANTOR AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS GUARANTY, THE OBLIGATIONS GUARANTEED HEREBY, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CAN NOT BE, OR HAS NOT BEEN WAIVED. GUARANTOR CERTIFIES THAT NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY. Executed as an Instrument under seal and dated November Z, 2007, Witness: Guarantor: Wanda Ray, individually Address: 3 Southwatch Lane Mechanicsburg, Pennsylvania 17050 COMMONWEALTH OF PENNSYLVANIA SS. COUNTY OF On this, the hday of a????, 2WL before me, a Notary Public, personally appeared Wanda Ray, known to me (or satisfactorily proven) the person whose name is subscribed to the within instrument, and he/she acknowledged that he/she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I HEREUNTO SET MY HAND AND OFFICIAL SEAL. NOTARY MY COMMISSION EXPIRES: COMNiOi*Vt` D f'fNNSYtyANIA NOTA ML SEAL NANCY L. ANDERSON, Notary Public Swatara Twp•, Dauphin County My Camirtissinn Expires Jan. 28, 2011 Guaranty - Guarantor t ® 2007 Medici, a division of Wolters Kluwer Financial Services KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS TRUST COMPANY, successor to Allfirst Bank Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 10 - '105 V. SUBIR RAY and WANDA A. RAY, aka WANDA RAY CONFESSION OF JUDGMENT Defendants : CERTIFICATE OF ADDRESS I hereby certify that the following is the address of the Plaintiff: tJJ •" r._a MANUFACTURERS AND TRADERS TRUST COMPANY - -= r 213 MARKET STREET -- ' ` ' HARRISBURG PA 17101 I hereby certify that the following is the address of the Defendants: SUBIR RAY WANDA A RAY 3 SOUTHWATCH LANE 3 SOUTHWATCH LANE MECHANICSBURG PA 17050 MECHANICSBURG PA 17050 KEEFER WOOD ALLEN & RAHAL, LLP By: V, Eugen nsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Manufacturers and Traders Trust Company +.. KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS IN THE COURT OF COMMON PLEAS OF TRUST COMPANY, successor to CUMBERLAND COUNTY, PENNSYLVANIA Allfirst Bank CIVIL ACTION - LAW Plaintiff NO. 10 0.1 V , I Te rh v. CONFESSION OF JUDGMENT SUBIR RAY and WANDA A. RAY, aka WANDA RAY Defendants NOTICE To: SUBIR RAY and WANDA A. RAY, aka WANDA RAY, Defendants You are hereby notified that on JO-n 628 , 2010, judgment by confession was entered against you in the sum of $278,256.04 in the above captioned case. ,J Prothonotary 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. LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 I hereby certify that the following is the address of the Defendants stated in the certificate of residence. SUBIR RAY 3 SOUTHWATCH LANE MECHANICSBURG PA 17050 WANDA A. RAY 3 SOUTHWATCH LANE MECHANICSBURG PA 17050 Attorney for Plaintiff(s) KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS TRUST COMPANY, successor to Allfirst Bank IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW Plaintiff V. NO. CONFESSION OF JUDGMENT SUBIR RAY and WANDA A. RAY, aka WANDA RAY Defendants NOTICE SUBIR RAY and WANDA A. RAY, aka WANDA RAY, Defendido Usted esta siendo notificando que el de del 2010, se anoto en contra suya un fallo por confesion en la sums de $278,256.04 en el caso mencionado en el epigrafe. Prothonotary USTED DEBE LLEVAR IMMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. LAWYER REFERRAL SERVICE Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 Certifico que la siguiente direccion es la del defendido/a segun indicada en el certificado de residencia: SUBIR RAY 3 SOUTHWATCH LANE MECHANICSBURG PA 17050 WAN DA A. RAY 3 SOUTHWATCH LANE MECHANICSBURG PA 17050 Attorney for Plaintiff(s) KEEFER WOOD ALLEN & RAHAL, LLP 210 WALNUT STREET PO BOX 11963 HARRISBURG, PA 17108-1963 MANUFACTURERS AND TRADERS TRUST COMPANY, successor to Allfirst Bonk Plaintiff V. SUBIR Y and WANDA A. RAY, aka WAND RAY Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 10-705 CONFESSION OF JUDO Ed r- PRAECIPE (-- -- C)Cr: TO THE PROTHONOTARY: Please mark this judgment "satisfied" by order of the Plaintiff. KEEFER WOOD ALLEN & RAHAL, LLP By: Eugene . Pepinsky, Jr. Attorney I.D. #23702 210 Walnut Street P.O. Box 11963 Harrisburg, PA 17108-1963 (717) 255-8051 Attorneys for Manufacturers and Traders Trust Company