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HomeMy WebLinkAbout12-3564 Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore@rhoads-sinon.com Kathryn D. Sallie, Esquire Attorney I.D. No. 208116 ksallie@rhoads-sinon.com RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717) 233-5731 Fax: (717) 231-6637 Attorneys for Plaintiff SUSQUEHANNA BANK, Plaintiff V. a .J7t. m rj Tip u C0 U,, INNSYL?/ANe?. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NIRALI INC., RAJNIKANT J. PAREKH, NO. I a • 3S ?Q LINA R. PAREKH, Defendants CONFESSION OF JUDGMENT ?fvil Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the Complaint filed in this action, I appear for the defendant and confess judgment in favor of the plaintiff and against the defendants as follows, plus interest and costs from the date of judgment and costs of collection as follows: Loan 1 Principal sum: Interest: Late Charges: $250,897.46 $2,164.31 $280.66 SUB-TOTAL $253,342.43 *Interest accrues at per diem rate of $29.62, as indicated through 6/5/12 oN? Q -A 6.66 PA C V-+? low F-4 a-7 Vhb Mai l? Loan 2 Principal sum: Interest: Late Charges: $185,833.60 $3,671.57 $290.86 SUB-TOTAL $189,796.03 *Interest accrues at per diem rate of $25.81, as indicated through 6/5/12 Loan 3 Principal sum: Interest: Late Charges: $184,465.56 $2,101.67 $522.81 SUB-TOTAL $187,090.04 *Interest accrues at per diem rate of $25.62, as indicated through 6/5/12 Loan 4 Principal sum: $92,416.43 Interest: $981.99 Late Charges: $250.00 SUB-TOTAL $93,648.42 *Interest accrues at per diem rate of $19.25, as indicated through 6/5/12 ATTORNEYS' FEES $5,000 TOTAL $728,876.92 Respectfully submitted, RHOADS & SINON LLP By: '3-z?'A mot`--ff7L-X___. Stephanie DiVittore Kathryn D. Sallie One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants Nirali, Inc., Rajnikant J. Parekh and Lina R. Parekh for purposes of confession of judgment; Attorneys for Plaintiff Susquehanna Bank for all other purposes Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore@rhoads-sinon.com Kathryn D. Sallie, Esquire Attorney I.D. No. 208116 ksallie@rhoads-sinon.com RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717) 233-5731 Fax: (717) 231-6637 Attorneys for Plaintiff SUSQUEHANNA BANK, Plaintiff V. NIRALI INC., RAJNIKANT J. PAREKH, LIMA R. PAREKH, Defendants 1"'D: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. CIV?? 1a-3s1? COMPLAINT IN CONFESSION OF JUDGMENT NOW COMES Plaintiff Susquehanna Bank, by its undersigned attorneys, Rhoads & Sinon LLP, and files the within Complaint in Confession of Judgment, stating as follows: 1. Susquehanna Bank is a Pennsylvania Banking Institution having a principal place of business located at 1826 Good Hope Road, Enola, Cumberland County, Pennsylvania 17025. 2. Susquehanna Bank is the successor-by-merger to CommunityBanks. 3. Defendant Nirali, Inc. ("Nirali") is a Pennsylvania Corporation with a registered address of 602 N. Market Street, Mechanicsburg, Cumberland County, Pennsylvania 17050 with a principal place of business located at 1 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17050. 852808.1 4. Defendant Rajnikant Parekh ("Mr. Parekh") is an adult individual with an address of 1 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17050. 5. Defendant Lina R. Parekh ("Mrs. Parekh") is an adult individual with an address of 1 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17050. 6. Upon information and belief, Mr. and Mrs. Parekh are owners and officers of Nirali. Loan 1 7. On March 24, 2006, in consideration of a commercial loan from CommunityBanks to Nirali in the original, principal amount of $347,500 ("Loan I"), Nirali executed and delivered to CommunityBanks a Promissory Note evidencing Nirali's obligation to repay the principal sum of $347,500 plus interest until paid in full ("the Loan 1 Note"). (A copy of the Loan 1 Note is attached hereto as Exhibit "A" and incorporated herein by reference). 8. For the above referenced Loan, Defendants Mr. and Mrs. Parekh each executed and delivered to CommunityBanks a Commercial Guaranty Agreement evidencing the personal guaranty, by Mr. and Mrs. Parekh, of Nirali's commercial indebtedness to CommunityBanks for the Loan. (Copies of the Loan 1 Commercial Guaranty Agreements are attached hereto as Exhibit "B" and incorporated herein by reference). 9. Pursuant to the terms of the Loan 1 Note, Nirali was obligated to make 60 monthly payments beginning on April 24, 2008, followed by 119 monthly payments beginning on April 24, 2011 with a final payment on March 24, 2021. (Exhibit A). 10. Nirali failed to make the April 24, 2012 monthly loan payment for the Loan 1 Note. Loan 2 11. On May 19, 2006, in consideration of a commercial loan from Graystone Bank to Nirali in the original, principal amount of $150,000 ("Loan 2"), Nirali executed and delivered to Graystone Bank a Promissory Note evidencing Nirali's obligation to repay the principal sum of $150,000 plus interest until paid in full ("the Loan 2 Note"). (A copy of the Loan 2 Note is attached hereto as Exhibit "C" and incorporated herein by reference). 12. For the above referenced Loan 2, Defendants Mr. and Mrs. Parekh each executed and delivered to Graystone Bank a Commercial Guaranty Agreement evidencing the personal guaranty, by Mr. and Mrs. Parekh, of Nirali's commercial indebtedness to Graystone Bank for Loan 2. (Copies of the Loan 2 Commercial Guaranty Agreements are attached hereto as Exhibit "D" and incorporated herein by reference). 13. On January 11, 2008, Nirali and Graystone Bank entered into a Change in Terms Agreement ("Loan 2 1St Change in Terms Agreement") modifying the terms of the Loan 2 Note. (A copy of the Change in Terms Agreement is attached hereto as Exhibit "E" and incorporated herein by reference). 14. The Loan 2 1" Change in Terms Agreement increased the principal amount of the Loan 2 Note to $170,000. (Exhibit E). 15. On December 10, 2008, Nirali and Graystone Bank entered into a Change in Terms Agreement (Loan 2 Note 2"d Change in Terms Agreement") further modifying the terms of the Loan 2 Note. (A copy of the Loan 2 Note 2"d Change in Terms Agreement is attached hereto as Exhibit "F" and incorporated herein by reference). 16. The Loan 2 2nd Change in Terms Agreement further increased the principal amount of the Note to $195,000. (Exhibit F) 17. Pursuant to the terms of the Loan Note - as modified by the Loan 2 1 st and 2nd Change in Terms Agreements - Nirali was obligated to make 36 monthly payments in the amount of $1,454.27 beginning January 15, 2009, ending December 1.5, 2011. (Exhibit F). The monthly payments were to then be adjusted as set forth in the 2nd Change in Terms Agreements for monthly payments beginning January 15, 2012 for a period of 264 months. (Exhibit F). 18. Nirali failed to make the February 15, 2012 monthly loan payment. Loan 3 19. On May 19, 2006, in consideration of a commercial loan from Graystone Bank to Nirali in the original, principal amount of $150,000 ("Loan 3"), Nirali executed and delivered to Graystone Bank a Promissory Note evidencing Nirali's obligation to repay the principal sum of $150,000 plus interest until paid in full ("the Loan 3 Note"). (A copy of the Note is attached hereto as Exhibit "G" and incorporated herein by reference). 20. For the above referenced Loan 3, Defendants Mr. and Mrs. Parekh each executed and delivered to Graystone Bank a Commercial Guaranty Agreement evidencing the personal guaranty, by Mr. and Mrs. Parekh, of Nirali's commercial indebtedness to Graystone Bank for the Loan. (Copies of the Loan 3 Commercial Guaranty Agreements are attached hereto as Exhibit "11" and incorporated herein by reference). 21. On January 11, 2008, Nirali and Graystone Bank entered into a Change in Terms Agreement ("Loan 3 1St Change in Terms Agreement") modifying the terms of the Loan Note. (A copy of the Loan 3 1St Change in Terms Agreement is attached hereto as Exhibit "I" and incorporated herein by reference). 22. The Loan 3 1St Change in Terms Agreement increased the principal amount of the Note to $170,000. (Exhibit I). 23. On December 10, 2008, Nirali and Graystone Bank entered into a Change in Terms Agreement (Loan 3 2nd Change in Terms Agreement") further modifying the terms of the Loan 3 Note. (A copy of the Loan 3 2"d Change in Terms Agreement is attached hereto as Exhibit "J" and incorporated herein by reference). 24. The Loan 3 2"d Change in Terms Agreement further increased the principal amount of the Note to $195,000. (Exhibit J). 25. Pursuant to the terms of the Loan Note - as modified by the Loan 3 1" and 2"d Change in Terms Agreements - Nirali was obligated to make 36 monthly payments in the amount of $1,454.27 beginning January 15, 2009, ending December X15, 2011. (Exhibit J). The monthly payments were to then be adjusted as set forth in the Loan 3 2"d Change in Terms Agreements for monthly payments beginning January 15, 2012 for a period of 264 months. (Exhibit J). 26. Nirali failed to make the April 15, 2012 monthly loan payment. Loan 4 27. On May 24, 2010 in consideration of a commercial loan from Graystone Bank to Nirali in the original, principal amount of $100,000 ("Loan 4"), Nirali executed and delivered to Graystone Bank a Promissory Note evidencing Nirali's obligation to repay the principal sum of $100,000 plus interest until paid in full ("the Loan 4 Note"). (A copy of the Loan 4 Note is attached hereto as Exhibit "K" and incorporated herein by reference). 28. For the above referenced Loan 4, Defendants Mr. and Mrs. Parekh each executed and delivered to Graystone Bank a Commercial Guaranty Agreement evidencing the personal guaranty, by Mr. and Mrs. Parekh, of Nirali's commercial indebtedness to Graystone Bank for the Loan. (Copies of the Loan 4 Commercial Guaranty Agreements are attached hereto as Exhibit "L" and incorporated herein by reference). 29. Pursuant to the terms of the Loan 4 Note, Nirali was obligated to make 60 monthly payments in the amount of $933.33 beginning on June 15, 2010. (Exhibit K). The payments were to then be adjusted as set forth in the Note for monthly payments beginning June 15, 2015 for a period of 120 months. (Exhibit K). 30. Nirali failed to make the May 15, 2012 monthly loan payment. Events of Default 31. As set forth above, Nirali defaulted under its obligations for Loan 1, Loan 2, Loan 3 and Loan 4 in failing to make the required monthly payments. 32. On May 23, 2012, Susquehanna Bank sent notice of default to Nirali and Guarantor Defendants Mr. and Mrs. Parekh, declaring events of default for failure to pay under Loan Notes 1, 2, 3 and 4, notifying Nirali of such Event of Default and, although not necessary under the relevant documents, Susquehanna Bank provided Nirali with an opportunity to cure such default by payment on or before June 5, 2012. (A copy of the Notice of Default is attached hereto as Exhibit "M" and incorporated herein by reference). 33. Following receipt of the May 23, 2012 Notice of Default, Defendants failed and refused to pay the obligations under the Loan Note which constitutes a default under the Loan Note, as well as each of the Commercial Guaranty Agreements. 34. The Loan Notes 1, 2, 3 and 4, as well as each of the Guaranty Agreements for Loan Notes 1, 2, 3 and 4, contain the following confession of judgment provisions which empowers any attorney of any court of record to appear for and enter judgment against Defendants and in favor of Susquehanna Bank: CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500.00) 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 THE 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 IN 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. (Exhibits A, B, C, D, G, H, K and L). 35. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 36. The above referenced Notes have not been assigned. 37. None of the Commercial Guaranty Agreements referenced herein have been assigned. 38. Judgment has not been entered on any of the Notes in any jurisdiction. 39. The actual amounts presently due and payable to Susquehanna Bank under the Loans, and in total, is itemized as follows: Loan 1 Principal sum: $250,897.46 Interest: $2,164.31 Late Charges: $280.66 SUB-TOTAL $253,342.43 *Interest accrues at per diem rate of $29.62, as indicated through 6/5/12 Loan 2 Principal sum: Interest: Late Charges: $185,833.60 $3,671.57 $290.86 SUB-TOTAL $189,796.03 *Interest accrues at per diem rate of $25.81, as indicated through 6/5/12 Loan 3 Principal sum: Interest: Late Charges: $184,465.56 $2,101.67 $522.81 SUB-TOTAL $187,090.04 *Interest accrues at per diem rate of $25.62, as indicated through 6/5/12 Loan 4 Principal sum: $92,416.43 Interest: $981.99 Late Charges: $250.00 SUB-TOTAL $93,648.42 *Interest accrues at per diem rate of $19.25, as indicated through 6/5/12 ATTORNEYS' FEES $5,000 TOTAL $728.876.92 WHEREFORE Plaintiff Susquehanna Bank demands judgment in its favor and against Defendants Nirali, Inc., Rajnikant J. Parekh and Lina R. Parekh, jointly and severely, in the amount of $728,876.92 together with accruing interest at $100.30 per diem, costs of suit, attorneys fees, and such other charges as authorized by the warrants contained in the Note and Commercial Guaranty Agreements referenced herein. Respectfully submitted, RHOADS & SINON LLP By: G-r'-n ci i u- Stephanie DiVittore Kathryn D. Sallie One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants Nirali, Inc., Rajnikant J. Parekh and Lina R. Parekh for purposes of confession of judgment; Attorneys for Plaintiff Susquehanna Bank for all other purposes VERIFICATION Amanda Sattozahn, deposes and says, subject to the penalties of 18 Pa. C.S, §4944 relating to unsworn falsification to authorities, that she is a Portfolio Manager for Susquehanna Bank, that she makes this verification by its authority and that the facts set forth in the Complaint in Confession of Judgment are true and correct to the best of her knowledge, information and belief. b 12- Date Amanda Sattazahn EXHIBIT " PROMISSORY NOTE ,P.dA?aL :?u?ff.I,?t? ?in?ntp .- &$r7 f,,00 . _OX24?01z 03 2 02 !: Login N>; ? 9E) flfl4 -., rart_>=e _. ?EF10 ' - ?, -?7?n1'i?t??° = N 5 fi ?ftk ??' , t = 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 duo to text length limitations, Borrower: Well, live. (TIN: 23.2907985) Lender: Commurdtyllanks 408 North Decatur Street, P.D. Box 16 Blue BOA Office Strasburg, PA 17579 1060 Main street P.O. Box 580 Blue Bad, PA 17506 (717) 354.4541 Principal Amount: $347,500.00 Date of Note: March 24, 2006 PROMISE TO PAY. Nitali, Inc. ("Borrower') promises to pay to Communfty8st[ks I"Lender'), or order, in lawful money of the United States of America, the principal amount of Three Hundred Forty-seven Thousand Five Hundred & 001100 Dollars 18347,600.00), together with Interest on the unpaid principal balance from March 24, 2006, until paid In full, PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower w61 pay this loan In accordance with the following payment schedule: 60 monthly consecutive principal and Interest payments in the initial anwrit of $3,284.19 each, beginning April 24, 2008, with Interest calculated on the unpaid principal balances at an Initial discounted interest rate of 7.760% pat annum; 119 monthly consecutive principal and Interest payments in the Initial amount of $3,404.75 each, beginning April 24, 2011, with Interest calculated on the unpaid principal balances at a discounted Interest rata based on the CommunityBanks Commercial 6 Yearlt Year Variable Rate (currently 7.600%), plus a margin of 1.000%, resulting In an frtiUal Interest rate of 8.500%; and one principal and interest payment of $3,406.47 on Match 24, 2021, with Interest calculated on the unpaid principal balances at an Interest rata based on the Comrnunity6anks Commercial 6 Yeull Year Variable Rate (currently 7.600%), plus a matgin of 1.000%, resulting In an Initial interest We of 8.600%. This estimated fined payment is based on the assumption that all payments wail be made exactly as scheduled end that the Index does not change; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; than to any unpaid collection costa; and then to any late charges. The annual interest rate for this Note is computed on a 3661360 basis; that It,, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lander 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 7.750%. Thereafter, the Interest rate on this Note is subject to change from time to time based on changes in an index which is the Commun ty0anks Commercial 5 Yearll Year Variable Rate ithe `index"). The Index is not necassarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion, If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will toll Borrower the current Index rate upon Borrower's request. the interest rate change will not occur more often than each year following ilia initial five year fixed rate period. The Interest Rate vdll be subject to charge on the date of the lost payment due in the fixed rate period, and will be subsequently reviewed Annually thereafter. Borrower understands that Lender may make bans based on other rates as wall. The Index currently Is 7,600% pot annum. The interest rate or rates to be applied to the unpaid principal balance of this Note will be the rate or rates set forth 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 lest payment date of the Just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rata allowed by applicable law. whenever increases occur In the Interest rate, Lender, at its option, may do one or more of the following: (A) Increase Borrower's payments to ensure Borrower's loan will pay off by hs original final maturity date, (BI Increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and Increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are eerned fully as of the date of the loan and will not be subject to refund upon early payment iwhether voluntary Or, as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender Is entitled to the following prepayment penalty: In planning for the advancing of the proceeds of this loan and In platudng its investment portfolio, this Lender Is relying upon this Obligation and the Interest to be derived therefrom, and some assured period of Interest accrual is a bargained-for consideration In this transaction. Accordingly, during the sixty (601 months aftet the data hereof, the Lender shad be requited to accept no partial prepayments of principal, other than those resulting from regularly, scheduled amortization payments. In the event that the entire principal balance of this Obligation is paid during the first sixty IBM mouths after the date hereof, such payment shad be accompanied by all accrued interest and ant costs and, In addition, a Prepayment Penalty equal to two 12.00%) percent of the then-outstanding principal balance of this Obligation. This Prepayment Panatty is a bargained-for consideration and not a liquidated damages provision. This Prepayment Penalty shad only be applicable if the prepayment of principal is derived from the balance of this Note basing refinanced through another Individual, agency, or other financial institution. The Lander reserves the sole right to detarrdne If any prepayment of principal Is eligible for this prepayment exemption. This Prepayment Penalty provision shall not be applicable in the event that the Lender's acceleration of the payment terms of this Obligation triggers the prepayment, unless the default resulting In such acceleration Is reasonably deemed by the Lander to be a purposeful default From and attar the sixty-first Wall month after the data hereof, Borrower shall have the privilege, without penalty, at any time and from time to time. of prepaying this Obligation In whole or in pact, provided that each prepayment shad be accompanied by accrued interest on the amount prepaid, No partial prepayment shell postpone or Interrupt payments of future lnstainarda of principal and interest, which shad continua to be due and payable at the time and in the amounts set forth above until payment In full. Except for the foregoing, Borrower may pay ell or a portion of the amount owed earlier than it Is duo. Early parimems 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 paymonts will reduce the principal balance due and may result in Borrower's making lower payments. Borrower agrees not to send Lender payments marked "paid In full', 'without recourse', or similar language. If Borrower sends such a payment Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes 'payment in lull' of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must bo retailed or delivered to: Commun'rryBanks, Blue Ball Office. 1060 Main Street, P.O. Box 580, Blue Ball, PA 17608. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 6.000% of the unpaid portion of the reguiedy scheduled payment or 560.00, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lander, at Its option, may, it permitted under applicable low, increase the variable Interest rate on this Note to 3.000 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 Nato, Interest twill conlinuo to accrue on tit's Note after judgment at the interest rate applicable to this Nola at the time judgment is entered. DEFAULT. Each of the following shall constitute an event of default {'Event of Defoutt') undor this Note: Payment Default Borrower fails to make any payment when duo under this Note. Other Defaults. Borrower falls 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 w to perform any term, obligation, covenant o; condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Partios. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Bouower's ability to repay this Note or perform Borrower's obligations under rills Nola or any of the related documents. False Statements. Any warranty, representation at statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the refitted 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 e receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of Creditor tworkout, or the commencement of any proceeding tinder 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 it there Is a good falth 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 Lamar modes or a surety bond for the creditor or forfolturo proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate PROMISSORY NOTE Loan No: 901004689 (Continued) Page 2 reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability uc<1er, any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent (26%) 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 payment or performance of this Note is impsved. Insecurity. Lender in good faith believes itself insecure. 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 duo, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lander may hire or pay someone else to ho'p collect this Note if Borrower door not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable taw, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, inctudmg attorneys' feos, expenses for bankruptcy proceedings (including offons to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, In addition to all other sums provided by law. JURY WAIVER. Lander and Borrower hereby waive the right to any Jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW, This Note will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has teen 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 Lancaster County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by appiicab'o law, Lender reserves a tight of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone also and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for vrhl:h 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. COLLATERAL. Borrower acknowledges this Note is secured by the foflowing collateral described in the security instruments bsted herein; JAI a Mortgage dated Morch 24, 2DO6, to Lender on real property located in Chester County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located In Chostor County, Commonwealth of Pennsylvania, SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shell inure to the benefit of Lender and Its successors and assigns. GENERAL PROVISIONS. It any part of this Noto cannot be enforced, this fact will not effect the rest of tha Note, Lander may delay or forgo enforcing any of its rights or remedies under this Nolo 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 partial agree that Lender may ranow or extend {repeatedly and for any length of tithe) this loan or release any party or guarantor or collateral; or impair, fait to realize upon or perfect Lender's security interest in the collateral; and take any other action doomed 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 T141E FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT C044PLAiNT 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 10500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIf9ED 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 A14D AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE, BORROWER HEREBY 'NAIVES 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 SiGNWG 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. BORROWER: NIRAU, INC. By: -U? stJ: (Seal) Rajnikant J. Parekh President of NIralf, Inc. ATTEST: illy i Secretary or Assistant Secretary ..(Seal) Una R. Parekh ice-President of Nirall, Inc. ( Corporate Sea( I DISCLO )RE FOR CONFESSION OF J 7GMENY '9?7S?i ?t3 I#°.. t3-2.; _ fid4a; tia 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. Declarant: Nirali. Inc. (TIN: 23.2907986) Lender, Communlty8anks 408 North Decatur Street, P.O. Box 16 Blue Ball Office Strasburg, PA 17579 1060 Main Street P.O. Box 680 Blue Ball, PA 17506 (717) 354.4641 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF _ 20A PROMISSORY NOTE FOR $347,500,00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT, A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT. AND THE UNDERSIGNED EXPRESSLY AGREES A14D CONSENTS TO LENDER'S ENTERING JUDGMENT AGAIN 5T DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS: J B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. INITIALS:: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. DISC SURE FOR CONFESSION Or JUI MENT Loan No: 9010046139 (Continued) Page 2 THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: NIRALi, INC. By:. f t?z_G -f fseall Rejnikant J. P okh, President of Nirali, Inc. r (J gy;{ (Seat) Line R. Parekh, Vice-President of Nirali, Inc. ATTEST: Corporate Seal 1 Secretary or Assistant Secrata V -^ l+iEx PF6luv+p.YV.Si7<O.0.i G?C?WIwM f..,^tiY 54ns.?, ru. 77Jf. A'Jt. KASS4 M,?+W. •P?I.•rafQ??L.[fa.'!.!bN1t i[K9N M15 -T EXHIBIT " EXHIBIT " COMMERCIAL GUARANTY Guarantor: Rajerkant J. Parekh ISSN: 206.64.67181 Lino R, Parekh ISSN: 206.647337} 408 North Decatur Street P.O. Box 16 Strasburg, PA 17578 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness. this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in someday funds, without set-off of deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word 'Indebtedness' as used in this Guaranty means an of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' tees, arising from any and all dobts, liabilities and obligations that Borrower individually or collectively or Interchangeably with others, owes or will owe Lender under the Note end Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. 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 eontraryl affect or irwalidete any such other guaranties. Guarantor's liability will be Guarantor's aggregate liabiEity under the terms of this Guaranty and any such other unterminated guaranties. 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 tux Indebtedness shall have been fully and finally paid and satisfied and ail 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 iernalning 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 date: (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 ban term; (L') to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, watve, 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 Lander may choose; (E) to determine how, when and whet application of payments and credits shall be made on the indebtedness; IF) to apply such security and direct the order or manner of sale thereof, including without fmitation, any tionjudicial safe permitted by the terms of the controlling security agreement or dead of trust, as Lender in its discretion may determine; (G) to soil, transfer, assign or grant participations in all or any part of the Indebtedness; and tH) to assign or transfer this Guaranty in whole or in part, GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (Al no representations or agreements of any kind have been made to Guarantor which would limit of 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; ICI Guarantor has full power, right and authority to enter into this Guaranty; fD) 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 lour, regulation, court decree or order applicable to Guarantor; IQ guarantor has not and will not, without the prior written consent of Leader, ,all, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any Interest thereto; (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 proAdad to Lender is and will be true end correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial Information Is provided; IG) no atateriat adverse change has occurred in Guarantor's financial condition since the date of the most recent financial stetomants provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no Litigation. claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and 1J1 Guarantor has established adequate, means of obtaining from Borrower on a continuing basis Information regarding Bouower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way sHoot 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 continuo lending money or to extend other credit to Borrower; (8) 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; iCl to resort for payment or to proceed directly or at once against any parson, 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 placo of any pub9c or private sate of personal property security hold by Lender from Borrower or to campy w4h any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but net limited to, any rights or defenses arising by reason of (A) any 'one action' or 'ant•defictoncy' 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 Judidally or by exorcise of a power of sale; (81 any erection of remedies by Lender whfcIt destroys or otherwise adversely affects Guarantor's subrttgatlon rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason at any law fimfting, qualifying, or discharging tho Indebtedness; (C) any disobgrty, or other defense of Borrower, of any ether guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of The indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there Is outstanding Indebtedness which is not barred by any applicable statute of IimiteVem; or IF) any defenses given to guarantors at law or in equity other than actual payment and performanco of the indebtedness. If psymant is made by Borrower, whether voluntarily or otherwise, at by any third party, on the Indebtedness and therealter tender 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 taw 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 sot forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonabis and not contrary to public policy or law. 11 any such waiver Is determined to be contrary to any applicable few or p:hbtic pAcy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender Borrower: Nirali, Inc. (TIN: 23-2907986) Lender- ComnwnityBenks 408 North Decatur Street, P.O. Box 16 Blue Bas Office Strasburg, PA 17579 1060 Main Street P.O. Box 580 Blue Beg, PA 17648 (717) 364.4541 COMMERCIAL GUARANTY Loan No: 901004689 (Continued) Page 2 Iwhelhor checking, savings, or some other accounil. This inctudos all accounts Guarantor holds jointly with someone else and sit accounts Guarantor mayopon in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to told these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor ores under the terms of this Guaranty, SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent P,quidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntery Ifquidallon, 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 Lander to the Indebtedness. Guarantor does hereby assign to Lender ail 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 tvith a logand that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agross, and Lender is hereby authorized, in the name of Guarantor, from time to time to fife financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments, This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters sot forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in vriiting 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 costa and expenses, including Lender's attorneys' foss and Lender's legal expenses, incurred In connection with the enforcement of this Guaranty. Lender may hire or pay someone also to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costa 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 linefuding 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 proyisiona of this Guaranty. Governing Law, This Guaranty will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by 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 Lancaster County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has reed 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 full/ reflects Gusrantor'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 Lenders 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 then 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 (equire; and where thorn 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 "Guatantor," "Borrower; and "Lander' Include the heirs, successors, assigns, and transferees of each of them. it 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 of more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entidas, it is not necessary for Lerldcr to GHIVIre into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on chair behalf, and any Indebtedness made at created In reliance upon the professed exercise of such powers shelf 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 teiefeealmile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, whan deposited in the United States mail, es 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 wenten notice to the othar parties, specifying that the purpose of the notice Is to change the party's address. For notice purposes, Guarantor agrees to keep Lander 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 Lander to any Guarantor Is deemed to be notice given to ail Guarantors. No Walvet by Lender. Lender shall not be deemed w 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 arty right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shell not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provislon or any other provision of this Guaranty. No prior waiver by Lander, 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 t(ansactions. Whenever the consent of Lender is required under this Guaranty, the grarding of such consent by Lender in any instence shall not conschuts continuing consent to subsequent instances vnare 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 enforceab'e by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other, DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stetod to the contrary, all references to dollar amounts shell mean amounts in lawful money of the United States of America. Words and terms used in the singular shalt include the plural, and the plural shag Include the singular, as the context may require. Words and forms nol otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower, The vrord "Borrower' means Nirali, Inc. and Includes all co-signers and co-makers signing the Note. and all their successors and assigns. Guarantor. The word "Guarantor' means everyone signing this Guaranty, Including without limitation Rie)nikant J. Parekh and Line R. Parekh, and in each case. any signer's successors and assigns. Ouayonty. The word "Guaranty' means this guaranty from Guarantor to Lender. Indebtedness. The word 'indebtedness' means Borrower's indebtedness to Lender as more paiticularty dsscribed in this Guarenty, Lender. The word "Lander' means Communhyeanks, Its successors and assigns. Note. The word 'Note' means the promissory note dated March 24, 2DOB, In the original principal amount of $347.500.00 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. 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 COMMERCIAL. GUARANTY Loan No: 909004689 (Continued) Page 3 CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (46001 ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY, AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS OVARAUTY 1S DATED MARCH 24, 2006. 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: X f l? w ?? (seal) Rajnika it J. PatAfi Signed, ackrimtedged and delivered In the presence of; X witness :?-- x Witness _- T x I I ),j, (See)) Un Rte-. Parekhh ?.u..ecti.,...auxuvcw.?,•,r..,..c::.4.?n,.isz.:rre 4a.?yH,vvS..r\?X?LWF"tA1?it?aLEii?iTn DISCLO IRE FOR CONFESSION OF . 7GMENT f ` At attt y _z !?rtt}?1?y?t ° ?? > 'l Ira w }M t il+y ' 4??'y? ? fi? I?? 6 Ve y .8.Y ._ '?'?$:. _3?#3. _;a€QEc`B$`i:tr POQ 2 ?$S3'r. :z References In the shaded area are for Lender's use only and do not limit the appllcab}lity of this document to any particular loan or Item. Any item above containing """ has been omitted due to text length limitations. Borrower: NiraB, Inc. {TIN: 23.2907985) 408 North Decatur Street, P.O. Box 16 Strasburg, PA 17579 Lender: CommunityBanks Blue Bell Office 1060 Main Street P.O, Box 580 Blue Bell, PA 17506 (717) 364.4641 Declarant: Ra)nfkent J, Parekh ISSN: 206-64.67151 408 North Decatur Street, P.O. Box 16 Strasburg, PA 17579 DISCLOSURE FOR CONFESSION OF JUDGMENT 1 AM EXECUTING, THIS _.-_ DAY OF 20_, A GUARANTY OF A PROMISSORY NOTE FOR $347,500.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT, IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE. VALIDITY OF ANY JUDGMENT Olt OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. INITIALS:) ` ' B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER`S IMMEDIATELY EXECUTING ON THE JUDGMENT_ IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY, 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 INITIALED AND SIGNED IT, AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. DISC SURE FOR CONFESSION OF JU` MENT Loan Wo: 901004689 (Continued) Page 2 THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: x (seai) Rajnikant J. Pe Signed, acknowledged and delivered In the presence of: X,?T Witness Witness ' US;\P,NI•?n}Y...57C C1VW Crr. N•raJ lrxwJ S•:s..., tx. )S?),%tl. ?1?{M1n Mw.e.. _iAf:v4N'v.VCi'i):A??9pfC Ti??{){!)F)f DISCLC )RE FOR CONFESSION OF J' WMENT {Prl?t?#p}fit - 600-1 f?? JIM. J t ? ? tT?, ti ? ea 3 t Ac i kl t ? it ©f fc r unit slsY ? gg go 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: Nirali, Inc. (TIN: 23.2907986! 408 North Decatur Street, P.O. Box 16 Strasburg, PA 17579 Lender: CommunityBanks Blue Bali Office 1060 Main Street P.O. Box 580 Blue Bell, PA 17506 (717) 354.4549 Declarant: Lina R. Parekh (SSN: 206-64.73371 408 North Decatur Street, P.O. Box 16 Strasburg, PA 17579 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF 120 FOR $347,500.00 OBLIGATING ME TO REPAY A. I UNDERSTAND THAT THE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. rl INITIALS: B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. INITIALS::: C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1, 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE. _ 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RL"CEIVED A COPY AT THE TIME OF SIGNING. DISC SURE FOR CONFESSION OF JU' MENT Loan No. 901004689 (Continued) Page 2 THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: x (Seal) Line R. Parekh Signed, acknowledged and `delivered in the presence of: iNltness X J Witness L'"F no lY•F'+J, Vr, S. 70JV41t CO••NNa+f f:+1•ar'Fd.. .t•< IW. J>M Mkj- -W. . Pl T.'Jt1AU.44J:t:WDWC MUM Mn EXHIBIT " PROMISSORY NOTE Borrower: Nlrall, Ina, Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 ° 112 Market Street Harrisburg, PA 17101 Principal Amount: $150,000.00 Date of Note: May 19, 2006 PROMISE TO PAY. Nirail, inc. ('Borrower') promises to pay to GRAYSTONE BANK ("Lender"), or order, in lawful money of the United States of America, on demand, the principal amount of One Hundred Fifty Thousand & 001100 Dollars (8160,000.00) 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 in full Immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date, beginning July 1, 2006, with all subsequent Interest payments to be due on the some day of each month after that. Unless otherwise agreed or required by applicable few, payments will be applied first to any accrued unpaid Interest; then to principal; then to any late charges; and then to any unpaid collection caste. The annual interest rate for this Note Is computed on a 3661360 basis: that Is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. 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 rata on this Note is subject to change from time to time bused on changes in an index which is Lender's Prime Rate (the 'Index"). This Is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The Interest rate change will not occur more often then each day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance during this Note will be at a rate of 0,600 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 low. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by low. Except for the foregoing, 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 sfmilar 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 mulled or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE, if a regularly scheduled Interest payment Is 20 days or more late, Borrower will be charged 10,000% of the regularly scheduled payment or 8260.00, whichever is greater. It Lender demands payment of this loan, and Borrower does not pay the loan in full within 20 days after Lender's demand, Borrower also will be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid interest or 8260.00, whichever to greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the Interest rate on this Note shall be increased by adding a 2,000 percentage point margin ('Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this Note, interest wilt continue to accrue after the date of judgment at the rate In effect at the time judgment Is entered. However, in no event wilt the interest rate exceed the maximum interest rate limitations under applicable low. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and ell accrued unpaid interest immediately duo, 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 prohlbhed by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lander and Borrower hereby waive the right to any jury trial in any action, proceeding, or caunterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Note has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdictlon of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future, However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permhted by applicable law, to charge or setoff all sums owing on the indebtedness against any end all such accounts. LINE OF CREDIT. This Note evidences a revolving line of credit, Advances under this Note may be regvested either orally or in writing by Borrower w by an authorized person. All oral requests shall be confirmed in writing on the day of the request, on forms acceptable to Lender. All communications, Instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the Instructions of an authorized person or (6) 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 an tins Note or by Lender's internal records, including dally computer print-outs. SECURITY, All collateral (as herein defined) Is security for this Note and any renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or future indebtedness, obligations and undertakings (whether Individual, joint, several, direct, contingent or otherwise) of the Borrower to or for the benefit of Lender, whether arising directly to Lender under this Note or under any other PROMISSORY NOTE Loan No: 4000001233 (Continued) Page 2 agreement, promissory note or undertakings now existing or hereinafter entered into by the Borrower to the Lender. The term 'Collateral' Includes all tangible and Intangible. property (i) described in any mortgage, pledge, assignment or other security document separately executed in favor of Lender, and (10 in which a security interest has been granted to Lender pursuant to this Note. ANNUAL REVIEW. The Lender will review the Note annually for renewals and extensions; such renewals and extensions to be granted predicated on tho performance of the company andfor individuals and adherence to the Loan Agreement and/or loan policy, CROSS COLLATERALIZEiCROSS DEFAULT. This loan will be cross-collateralized/cfoss•defaultod with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there Is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be Immediately due and payable in full. A default in one loan shall constitute a default In all others. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall Inure to the benefit of Lender and Its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. 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 to 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. A I 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 doomed 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 portlon 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 (6600) 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. BORROWER: NIRALI, INC. By; ? {Seep Rajolkant J. s nt of raft, inc. By.. b , f, "k ?, _ SSeal) Line R. Parekh. Secretary o Nire , Inc. LENDER: GRAYSTONE LilAQ0.Y SsY.M hA lra.d?'i.l6V 1•? DISCLOSURE FOR CONFESSION OF JUDGMENT Declarant: Nirall, Inc. Lender; GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS J q DAY OF /n Q l/ 206'(-, A PROMISSORY NOTE FOR $160,000.00 OBLIGATING DECLARANT 70 REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT; INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE, / 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: NIRALI, INC. By: 01-1:!_ ? (Sea[) RajnikantJ. areh, ?Presid?ent of Nirall, [no. By: \ Q. ?I Qf? Lk (Seal) T[n area earalery o ra [, Inc. zv>c:fsrtuNN?c n+u ra„ usuno[.-p',?v.. a.n.ao.cu c„•-..'+-er,w s.V- - IN.. YAa uWyat-,4. •rA EXHIBIT " COMMERCIAL GUARANTY Borrower: Nirali, inc, Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Guarantor: Rainikant J. Parekh Rt. 886 South, P.O. Box 16 Strasburg, PA 17878 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents, This is a guaranty of payment end performance and not of collection, so tender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and Wlf otherwise perform Borrower's obligations under the Note and Related Documents, Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word 'Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by low, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. `indebtedness' includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and obligations under any Interest rate protection epreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or Involuntarily Incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquideted; determined or undetermined; direct or indirect; primary or secondary In nature or arising from a guaranty or surety, secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as Infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or Invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS, ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY, This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continuo In full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied end ell of Guarantor's other obligations under this Guaranty shall have been performed In full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so In writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term 'new Indebtedness' does not Include the indebtedness which at the time of notice of revocation Is contingent, unliquideted, undetermined or not due end which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness Incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shat( bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty In the some manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It Is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the indebtedness, even to zero dollars (00.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's hairs, successors end assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars (60.001. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (Al prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including Increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, walva, 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 an any terms or In any manner Lender may choose; (E) to determine how, when and what application of payments and credits shell 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; (0) to sell, transfer, assign or giant participations in all or any pert 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 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; (B) this Guaranty is COMMERCIAL. GUARANTY Loan No: 4000001233 (Continued) Page 2 executed at Borrowar'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, (ease, 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 Lander 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; (GI no material adverse change has occurred In Guarantor's finaneial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor Is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower, and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any Information or documents acquired by Lender in the course of Its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements, As soon as available, but In no event later than ninety (90) days after the end of each fiscal year, Guarantor's balance sheet and Income statement for the year ended, prepared by Guarantor. Tax Returns, As soon as available, but in no event later than ninety t90) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared In accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct, GUARANTOR'S WAIVERS, Except as prohibited by applicable law, Guarantor walvas any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonectfon 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 olilgallons; (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 field by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or 'anti-deficiency' law or any other law which may prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other then payment in full In legal tender, of the Indebtedness; (DI any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the Indebtedness; (E) any statute of limitations, If at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which Is not barred by any applicable statute of Imitations; 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 stets bankruptcy taw 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 tight, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lander reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR, Guarantor agrees that the indebtedness, whether now existing or hereafter created, shall be superior to any cfafm 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 shag be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee 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 shell be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as COMMERCIAL GUARANTY Loan No: 4000001233 • (Continued)Page 3 to the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall he 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 shell 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 ere for convenience purposes only and are not to be used to Interpret or define the provisions of this Guaranty, Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Guaranty has been accepted by Lander In the Commonwealth of Pennsylvania, Choice of Vanua, If there Is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guaramor'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 Indemnities and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' foes) suffered or Incurred by Lender as a result of any breach by Guarantor of the warrantles, 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 shelf 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 Indebtedness made or created In reliance upon the professed exercise of such powers shell be guaranteed under this Guaranty, Notices. Unless otherwise provided by applicable low, any notice required to be given under this Guaranty shell be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by teisfacsimile (unless otherwise required by law), when deposited with a nation0ly recognized overnight courier, or, if mailed, when deposited in the United States mall, as first class, certified or registered mall postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be affective upon delivery to Lender as provided in the section of this Guaranty entitled 'DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address, Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver Is given in writing and signed by Lender. No delay or omission on the part of Lender to 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 Lander 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 shell be enforceable by Lender and Its successors end assigns. Waive Jury, Lender and Guarantor hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. ANNUAL REVIEW. The Lender will review the Note annually for renewals and extensions; such renewals and extensions to be granted predicated on the performance of the company and/or individuals and adherence to the Loan Agreement and/or loan policy. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateretizedlcross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there Is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be Immediately due and payable in full. A default in one loan shall constitute a default in all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless spectficelly 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 shell 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 Coda: Borrower. The word "Borrower' means Nlrall, inc. and Includes all co-signers and co-makers signing the Note and all their successors and assigns. MAP. The word 'GAAP' means generally accepted accounting principles. Guarantor. The word "Guarantor' means everyone signing this Guaranty, including without limitation Rajnikent J. Parekh, and In each case, any signer's successors and assigns. Guaranty. The word 'Guaranty' means this guaranty from Guarantor to Lender. Indebtedness. The word 'Indebtedness' means Borrower's Indebtedness to Lender as more particularly described In this Guaranty. Lender, The word 'Lender' means GRAYSTONE BANK, Its successors and assigns. COMMERCIAL GUARANTY Loan No: 4000001233 (Continued) Page 4 Note. The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's foan obilgations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. • Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all whor 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, 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 ($600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY: AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY 19, 2006. 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: X " iSeal) Rajnikant . arek ' ' WNM]L.W.>.V+. [1f.06W Cr{.. W4K RU+yI WT.ra Mn IN/.fKS YfilfY h,"rM. •IA 4VetfffLfl3AV]Pft MAHFtI DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower: Nlratl, Ina, 3600 East Market Street York, PA 17402 Lender; GRAYSTONE BANK Capital Corarnerolal Banking Region 112 Market Street Harrisburg, PA 17101 Declarant: Rejnikant J. Parekh Rt. 898 South, P.O. Box 16 Strasburg, PA 17679 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS 1_ DAY OF t r `Q , 201 (0, A GUARANTY OF A PROMISSORY NOTE FOR 3160,000.00 OBLIGATING ME TO REPAY THAT AMOUNlT- A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE DR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, i REPRESENT THAT: INITIALS /Z/ P 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. * - 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY 70 MY ATTENTION. 0. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT 19 INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X L (Seal) Rajnl J. Pareklr- .: -?N0 t.,r o-vr. 6.1140.W OW. Ift?. m Mgt. Fer?,e. ./, S.k-;A- 4RYq,.07p.,C 1-9 -11 COMMERCIAL. GUARANTY Borrower: Nlrali, inc. Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Guarantor: Line R. Parekh Rt. Boo South, P.O. Box 16 Strasburg, PA 17679 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents, This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, In legal tender of the United States of America, In same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and sit debts, liablittles and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower individually or collectively or Interchangeably with others, owes or will owe Lender, "Indebtedness' Includes, without limitation, loans, advances, debts, overdraft Indebtedness, credit card indebtedness, loose obligations, liabilities and obligations under any Interest rate protection apreaments or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether; voluntarily or involuntarily Incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; Joint or several or joint and several; evidenced by a negotiable or non-negotiabls instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, Insanity, ultra vlres or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated, If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contraryl 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, CONTINUING GUARANTY. THIS IS A 'CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS, ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TiME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continuo In full force until all the Indebtedness Incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed In full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as tender may designate in writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created sitar actual receipt by Lender of Guarantor's written revocation. For this purpose end without limitatlon, the term "navy Indebtedness" does not Include the lndebledneas which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness Incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, ore contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the some affect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not effect the liability of Guarantor under this Guaranty, A revocation Lender recelvea from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars ($0,00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty, This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER, Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time. (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including Increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of now 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; JEi to determine how, when and whet application of payments end 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 dead of trust, as Lender In its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any pert of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents end warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or quality in any way the terms of this Guaranty; IB) this Guaranty is COMMERCIAL GUARANTY Loan No., 4000001233 (Continued} page 2 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 low, 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; IN 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; (0) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, Investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately Informed from such means of any facts, events, or circumstances which might In any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any Information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as availabie, but In no event later than ninety (90) days after the and of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor, Tax Returns. As soon as available, but In no event later then ninety (90) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports requited to be provided under this Guaranty shelf be prepared In accordance with GAAP, epplled on a consistent basis, end certified by Guarantor as being true and correct, GUARANTOR'S WAIVERS. Except as prohibited by applicable taw, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (8) 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 hold by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power, or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or fmpai(ment of collateral Including, but not limited to, any rights or defenses arising by reason of (A) any 'one action' or "anti-deficiency' law or any other low 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 sole; (8) 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 then payment In full In legal tender, of the Indebtedness; (D) arty 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 cuutand)ng indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other then 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 parson under any federal or state bankruptcy law or law for the relief of debtors, the Indebisdnsss shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives end 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 end 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 weiver shall be effective only to the extent permitted by law or public policy, RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lander, to the extent permitted by applicable law, to hold these funds If there is a default, and Lender may apply the funds In thosb accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shell 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 on assignment for the bensflt 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 Lander and shall be first applied by Lender to the Indebtedness, Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or iwstee 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 some are subject to this Guaranty and shell be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as COMMERCIAL GUARANTY Loan No: 4000001233 (Continued) Page 3 to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shelf 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 end Lender's legal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone also to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Casts 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 shell pay all court costs and such additional fees as may be directed by the court. Caption Headinge. 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 Lew. This Guaranty will be governed by federal law applicable to Lender and, to the extant not preempted by federal taw, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venus. It there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and Perot evidence Is not required to interpret the terms of this Guaranty, Guarantor hereby Indemnifies and holds Lender harmless from afl 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 then one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be doomed to have been used In the plural where the context and construction so require; and where there is more than one Borrower named in ibis 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. Theisfore, 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 stmIlar entities, it is not necessary for Lender to inquire Into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefecsimile runless otherwise required by law), when deposited wlih a nationally recognized overnight courier, or, if mailed, when deposited in the United States mall, as first class, certified or registered mail postage prepaid, directed to the, addresses shown near the beginning of this Guaranty, All revocation notices by Guarantor shall be In writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled `DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving forme) 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 end 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 ell cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. Waive Jury, Lender and Guarantor hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. ANNUAL REVIEW. The Lander will review the Note annually for renewals end extensions; such renewals and extensions to be granted predicated on the performance of the company and/or individuals and adherence to the Loan Agreement and/or loan policy. CROSS COLLATERALIZEICROSS DEFAULT. This loan will be cross•oolietoralfzed/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at anytime there Is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable in full, A default in one loan shall constitute a default In all others, DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used In the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower, The word 'Borrower' means Mrs% Inc. and Includes all co-signers and co-makers signing the Note and all their successors and assigns. GAAP. The word 'GAAP' means generally accepted accounting principles. Guarantor. The word 'Guarantor' means everyone signing this Guaranty, including without limitation Line R, Parekh, and in each case, any signer's successors and assigns. Guaranty. The word 'Guaranty' means this guaranty from Guarantor to Lender. Indebtedness. The word 'indebtedness' means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means GRAYSTONE BANK, Its successors and assigns. COMMERCIAL GUARANTY Loan No: 4000001233 . (Continued) Page 4 Note, The word 'Note" means and Includes without limitation all of Borrower's promissory notes and/or credit agreements evidencing Borrower's loan obligations In favor of Lander, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT 13E EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY 18, 2006. 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: Q X i l )h A ((?}L¢.?? (Seal) Llna R. Parekh tufz MO l..W.Y?. z.)Lpp.OCt cer.?dfrr.N Z.45.+4>ti t»), 2%t. NKpu x.n.a, •).1 fy,r?.tCVNxttlR (FIN ix.lt DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower; Nirali, Inc. Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Declarant: Lino R. Palekh Rt. 886 South, P.O. Box IS Strasburg, PA 17578 ) DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS _ q DAY OF (Y l Q / 20AL, A GUARANTY OF A PROMISSORY NOTE FOR $150,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, 1 REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY, 2, A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING, THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X_ i ?`? Q (Seat) I-InEUR. arokh V3I9 HO L.fnr. Yp,iJ106(GI CtY. Ya7V rSJYYtNl.•1 lW tn), }Jy{, AII?a„c„t. .N fllne 11A1VtN1)JC TMp lk)1 EXHIBIT " CHANGE IN TERMS AGREEMENT 1B0?r0W8r; Khali, Inc., Lender: GRAYSTONE BANK 3600 East Market Street Capital Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Principal Amount: $1951000.00 Date of Agreement: December 10, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 19, 2006, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of One Hundred Fifty Thousand and 001100 Dollars ($150,000.00) ("Note") with interest payable monthly and principal due on demand. A subsequent Change in Terms Agreement was executed on January 11, 2008, increasing the Principal Amount of the Note to One Hundred Seventy Thousand and 00flOO Dollars (4170,000.00). DESCRIPTION OF CHANGE IN 'PERMS. Effective the date of this Agreement, and as provided under the PAYMENT section of this Agreement, Lender and Borrower have agreed to an Increase in the Principal Amount of the Note to One Hundred Ninety Five Thousand and 001100 Dollars (8195,000.DO) and term the loan out for ten (10) years with a three (3) yser fixed interest rate of 7.60% and monthly payments of 61,464.27. PROMISE TO PAY. Wall, Inc. ("Borrower') promises to pay to GRAYSTONE BANK t'Lender'L or order, in lawful money of the United States of America, the principal amount of One Hundred Ninety-five Thousand & 001100 Dollars (4195,000.00), together with interest on the unpaid principal balance from December 10, 2008, until paid In full, PAYMENT. Subject to any payment changes resulting fromchanges in the Index, Borrower will pay this loan in accordance with the following payment schedule: Principal and interest are duo and payable In 38 equal consecutive monthly Installments of 41.454.27 each, commencing on January 15, 2009 and ending December 16, 2011 (payment based on 300 month amortization). From the date hereof until December 16, 2011 ('initial Fixed Rate Period') interest will be fixed at 7.60%. Thereafter, the interest rate shall be re-negotiated to a new fixed rate offered by Lender In Its sole discretion (and agreed to by Borrower), or the rate will revert to Graystone Bank's Prime Rate (as defined in Variable Interest Rate below) plus .50%. After the irfitiel Fixed Rate Period and based on the subsequent change In interest rate, the monthly payment shag be changed to an amount sufficient to amortize the unpaid principal balance over the remaining amortization period of 264 months. Such payments shall commence January 16, 2012 and shag continue until Maturity. All unpaid principal together with any unpaid Interest and late charges will be due and payable at maturity, December 15, 2018, Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lander 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 loan is subject to change from time to time based on changes in an Index which is Lender's Prime Rate (the 'index'). This Is the rate Lender charges, or would charge,-on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lander may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance of this loan will be calculated as desoribed in the 'INTEREST CALCULATION METHOD' paragraph using a rate of 0.600 percentage points over the index, NOTICE: Under no circumstances will the Interest rate on this loan be less than 5.000% per annum or more then the maximum rate allowed by applicable law, Whenever Increases occur in the Interest rate, Lender, at Its option, may do one or more of the following: (A) Increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing Interest, (C) Increase the number of Borrower's payments, and (D) continue Borrower`s payments at the some amount and increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 3651360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. All interest payable under this loan Is computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier then 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 baipnee due end 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 Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, Including any check or other payinent Instrument that indicates that the payment constitutes 'payment in full' of the amount owed or that la tendered with other conditions or Ilmhatlons or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or 4250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding a 2,OOD percentage point margin ('Default Rate Margin'). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no default. If judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the rate in effect at the time judgment Is entered. However, In no event will the Interest rate exceed the maximum Interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default." Borrower fails to make any payment when due under the Indebtedness. Other Dalauits. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement 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 Lander by Borrower or on Borrower's behalf under this Agreement 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. CHANGE iN TERMS AGREEMENT Loan No: 4-1233 (Continued) Page 2 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 Indebtedness. 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 felth 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 tender 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. 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 tinanclal condition, or Lender believes the prospect of payment or performance of the indebtedness is impaired, Cure Provisions. If any default, other than a default in payment Is curable and if Borrower has not been given a notice of a breach of the some provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such defautt: (1) cures the default within fifteen (15) days; or (2) If the cure requires more than fifteen (15) days, Immediately initiates steps which Lender deems in Lender's sole discretion to be sufficlent io cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical, LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement 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 Agreement If Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there 1s a lawsuit, Including reasonable attorneys' fees, expenses for bankruptcy proceedings { nciud'ing efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER, Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW, This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania, RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by low. 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. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change In terms, Nothing in this Agreement will constitute a satisfaction of the obligation(sl. It Is the Intention of Lender to retain as liable parties all makers. and endorsers of the original obligation(s), including accommodation parties, unless a party Is expressly released by Lender Irf writing, Any maker or endorser, Including accommodation' makers, will not be released by virtue of this Agreement, If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any Initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding Upon Borrower, and upon Borrower's halts, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not effect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights of remedies under this Agreement without losing them, Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, 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 a 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 Agreement are joint and several. Loan No: 4-1233 CHANGE IN TERMS AGREEMENT (Continued) Page 3 PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: NtRALI, INC. ?CL? / {Seal) By, Ra)nikant.J. Parer, Pres t o tra , Inc. LENDER: By: L?r?ut ?G ISeal1 rta arekh, Secretary o ra , Inc, EXHIBIT 66F99 CHANGE IN TERMS AGREEMENT Borrower; Niran, (no. Lender: GRAYSTONE BANK 3600 East Market Street Capital Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Principal Amount; $170,000,00 Data of Agreement: January 11, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 18, 2006, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (`Note'). DESCRIPTION OF CHANGE IN TERMS. Effective the date of this•Agfeement, Lender and Borrower have agreed to on increase in the Principe] Amount of the Note'to One Hundred Seventy Thousand and OOM OO Dollars ($170,000.00). PROMISE TO PAY. Wall, Inc, ("Borrower') promises to pay to GRAYSTONE BANK ("Lender'), or order, In lawful money of the United States of America, on demand, the principal amount of One Hundred Seventy Thousand & 001100 Dollars ($170,000.001 or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall bs calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower w61 pay this loon in full immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning February 1, 2008, with all subsequent Interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid Interest; then to principal; then to any late charges; and than to any unpaid collection costs. Interest on this loan is computed on a 366/360 simple Interest bask; that is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower wilt 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 loan is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the `index'). This Is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender win tell Borrower the currant Index rate upon Borrower's request. The intorest•rate. Change will not occur more often than each day. Borrower understands that Lender r(lay make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance during this loan will be at a rate of 0,500 percentage points over the index. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will nett be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for (ttta foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier then 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, a rly payments will reduce the principal balance due. Borrower agrees not to send Lander payments marked 'paid In full, 'without recourse' or similar language. If. Borrower sands such a payment, Lender may accept It without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that the payment constitutes ".payment in full` of the amount owed or that Is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101, LATE CHARGE, if a regularly scheduled Interest payment Is 20 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $260.00, whichever Is greater. If Lender demands payment of this loan, and Borrower does not pay the loan In full within 20 days after Lender's demand, Borrower also will be charged either 10.000% of the, sum of the unpaid principal plus accrued unpaid interest or $260.00, whichever Is greater, INTEREST AFTER DEFAULT. Upon default, including falture to pay upon final maturity, the interest rate on this loan shall be. increased by adding a 2.000 percentage point margin ("Default Hate Margin'). The Default Rate Margin shall also apply to each succoeding interest rate change that would have applied had there been no default. It judgment is entered in connection wilth this Agreement, Interest will continua to accrue after the date of judgment at the rate in effect at the time judgment Is entered. However, in no event will the interest rate exceed the maximum Interest rate limitations under applicable law. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such' notices as required by applicable low, declare the entire unpaid principal balance under this Agreement 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 Agreement If Borrower does not pay. Borrower will pay Lender that amount. This Includes, subject to any limits under applicable law, Lender's reasonable att nrloys' fees and Lendot's legal expenses, whether or not there is a lawsuit, Including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable low, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY• WAIVER, Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lander or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Conimonwesith of Pennsylvania. RIGHT OF SETOFF, To the extent permitted by applicable lour, Lender reserves a right of setoff in all Borrower's accounts with Lender twhather checking, savings, or some other account). This Includes all accounts Borrower (folds 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 far which setoff would be prohibited by taw. 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 Agreement evidences a revolving line of credit. Advances under this Agreement may be requested either orally or in uniting by Borrower or by an authorized person. All oral requests shall be confirmed in uniting on the day of the request, on forms acceptable to Lender. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower agrees to be liable for all sums either: (A) advanced In accordance with the Instructions of an authorized person or (8) credited to CHANGE IN TERMS AGREEMENT Loan No; 4-1233 (Continued). Page 2 any of Borrower's accounts with Lender.. The unpaid principal balance owing on this Agreement at any time may be evidenced by endorsements on this Agreement or by Lender's internal records, Including daily computer printouts. CONTINUING VALIDITY. Except as expressly bhenged by this Agreement, the terms of the. original obligation or obligations, Including at] agreements evidenced or securing the obligation(s), remaln unchanged and In full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change In terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It Is the Intention of Lender to retain as liable parties all makers and endorsers of the original obligation(e), Including accommodation parties, unless a party Is expressly released by Lender in writing. Any maker or endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the change's and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of he rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated In writing, no party who signs this Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend frepeatedly and for any length of time) this loan or release any party or guarantor or collateral; or Impair, fall 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. Ail such parties also agree that Lender may modify this loan without the consent of or notice to enyone other than the party with whom the modification is made. The obligations under-this Agreement'are. Joint and•sevoral. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT 13 AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: NIRALI, INC. By: (Seat) Rajnikent J. Pare c , President o Nirall, Inc. 8y: i (Seal) Lino R. are c , Secretary o a i, Inc. LENDER: r ) GRAYSTONEBA X Heaths R 1 c res W"MLKnr.Vr. AU Q4M Cep.W4 Pe-MfAfwkNs nil. J MX"PaW -PA S:ort,h`l.RC3??70CJC TRW W1I EXHIBIT " PROMISSORY NOTE Borrower: Nheli, Inc, Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Principal Amount: $150,000.00 Date of Note: May 19, 2006 PROMISE TO PAY. Nirall, Inc. ("Borrower') promises to pay to GRAYSTONE BANK ('Lender`), or order, in lawful money of the United States of America, on demand, the principal amount of One Hundred Fifty Thousand & 001100 Dollars {6160,000.00) or so much as may bs 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 In full Immediately upon Lender's demand. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning July 1, 2006, with all subsequent Interest payments to be due on the some day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; than to principal; then to any late charges; and then to any unpaid collection costs. The annual interest rate for this Note Is computed on a 3661360 basis; that is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The Interest rate on this Note Is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the 'Index"). This is the rate Lender charges, or would charge, on SO-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current index rate upon Borrower's request. The Interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied to the unpaid principal belonco during this Note will be at a rate of 0.600 percentage points over the index. NOTICE; Under no circumsiancos will the Interest rate on this Note be more then the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and wltl not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law, Except for the foregoing, 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 for GRAYSTONE BANK, 112 Market Street Harrisburg, PA 57101. LATE CHARGE. If a regularly scheduled interest payment is 20 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or 5260.00, whichever Is greater. If Lender demands payment of this loan, and Borrower does not pay the loan In full within 20 days after Lender's demand, Borrower also will be charged either 10.000% of the suns of the unpaid principal plus accrued unpaid Interest or 6260.00, whichever Is greater. INTEREST AFTER DEFAULT, Upon default, Including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin I"Default Rate Margin'). The Default Rate Margin shall also apply to each succeeding interest fete change that would have applied had there bean no default. If judgment is entered In connection with this Note, Interest will continue to accrue after the data of judgment at this rate in effect at the time judgment is entered. However, in no event will the Interest rate exceed the maximum interest rate limitations under applicable law. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid Interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note If Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fies, 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 low. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lenlier and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there, Is s lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account), This includes all accounts Borrower holds jointly with someone else and ell 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 by an authorized person. All oral requests shall be confirmed in writing on the day of the request, on forms acceptable to Lender. All communications, Instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower agrees to be liable for all sums either; (A) advanced in accordance with the instructions of an authorized person or (8) 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, SECURITY. All collateral (as herein defined) is security for this Note and any renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or future indebtedness, obligations and undertakings (whether Individual, joint, several, direct, contingent or otherwise) of the Borrower to or for the benefit of Lender, whether arising directly to Lender under this Note or under any other PROMISSORY NOTE Loan No; 4000001230 (Continued) Page 2 agreement, promissory note or undensk(ngs now existing or hereinafter entered into by the Borrower to the Lender. The term 'Collateral' Includes all tangible and Intangible property (1) described In any mortgage, pledge, assignment or other security document separately executed in favor of Lender, and Iii) In which a security interest has been granted to Lender pursuant to this Note. ANNUAL REVIEW, The Lender will review the Note annually for renewals and extensions; such renewals and extensions to he granted predicated on the performance of the company and/or Individuals and adherence to the Loan Agreement and/or loan policy. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be crass-collateralized/cross-defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered In default end all outstanding amounts under the loans veil] be Immediately due and payable in full. A default in one loan shall constitute a default in all others. SUCCESSOR INTERESTS, The terms of this Note shall be binding upon Borrower, end upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and Its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not effect the real of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other parson 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, fall 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 then the party wlth 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 effect 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 NTH 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 ($600) 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. BORROWER. NiRALI, INC. By: A, (Seal) Rajnikant J, Para , President of rall, Inc. By; (Seal) n Pare kb, Secretary of Nirall, Inc. LENDER. BANK sxx DISCLOSURE FOR CONFESSION OF JUDGMENT Decierent: Nfrall, Inc, Lender. GRAYSTONE BANK 3600 Eaat Market Street Capital Commerclal Banking Reglon York, PA 17402 112 Market Street Harrlsburg, PA 17101 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF OF DECLARANT, THIS DAY OF 204149 A PROMISSORY NOTE FOR $160,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT, A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, 13 KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION, B, THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT, IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED' AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, 1S KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE, C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT; INITIALS I. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL, COUNSEL IN CONNECTION WITH THE NOTE. 21A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO j? DECLARANT'S ATTENTION. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT; NIRALI, INC,,? By: I! 1 (Seal) Raj)nEkan°3. Pace hMPrea ent-?trali, inc. By-, 1 i V_ - L na . Parekh, Secretary of ra i, Inc. IA{CR IxO I,Y.r. ?•r, {.11.000Ot G+n- W4 V K ?2Y 4atusi YC lilt, iXt ,f ly-, l ,r.tl. • N I4peaa?LrtULWt]FC iFf[i Mt I EXHIBIT " COMMERCIAL GUARANTY Borrower: Niralr, Inc. Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Guarantor: Rajnikent J. Parekh Rt. 898 South, P.O. Box 16 Strasburg, PA 17579 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE, For good and valuable consideration, Guarantor absolutely end unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note end the Related Documents. This Is a guaranty of payment end performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lander has not exhausted Lender's remedies against anyone also obligated to pay the Indebtedness or against any collateral securing the indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its order, on demand, In legal tender of the United States of America, in same-day funds, without sot-oft or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word 'Indebtedness' as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and as debts, liabgities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower Individually or collectively or interchangeably with others, owes or will owe Lender. "indebtedness' Includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, Nabiflties and obligations under any interest rate protection apreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, end liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or Involuntarily Incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or untiquldated; determined or undetermined; direct or Indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several, evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason {such as Infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not lunless 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. CONTINUING GUARANTY. THIS IS A 'CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness Incurred or contracted before receipt by Lender of any notice of revocation shell have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed In full, If Guarantor elects to revoke this Guaranty, Guarantor may only do so In willing. Guarantor's written notice of revocation must be mailed to Lender, by cartifled malt, at Lender's address listed above or such other place as Lender may designate In writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created attar actual receipt by Lender of Guarantor's written revocation, For this purpose and without limitation, the term 'now Indebtedness' does not include the Indebtedness which at the time of notloe of revocation Is contingent, unllquldated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness Incurred by Borrower or committed by Lander prior to receipt of Guarantor's written notice of revocation, Including any extensions, renewals, substitutions or modifications of the Indebtedness, All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the indebtedness created both before and after Guarantor's death or Incapacity, regardless of Lender's setuel notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty In the some manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars 1$0.00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty Is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the indebtedness may from time to time be zero dollars (50.00), GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guerantor's liability under this Guaranty, from time to time: (A) prior to revocation es set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (8) 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 lake 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 shaft be made on the Indebtedness; IF) to apply such security and direct the order or manner of sale thereof, including without llmhation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; iGI 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 quality in any way the terms of this Guaranty; (B) this Guaranty is COMMERCIAL GUARANTY Loan No- 4000001230 (Continued) Page 2 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; (0) 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, regulatlon, 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 aff 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 Gvarantor's financial condition since the date of the most recent financial statements provided to Lender end no event has occurred which may materially adversely affect Guarantor's financial condition; (HI no litigation, claim, Investigation, administrative proceeding or similar action finclud'mg those for unpaid loxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and Q1 Guarantor has established adequate means of obtaining from Borrower on a continuing basis Information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might In any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any Information or documents acquired by Lender in the course of its relationship with Borrower, GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than ninety (80) days after the end of each fiscal year, Guarantor's balance shoat and Income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than ninety 1801 days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared In accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable taw, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notico 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 parson; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral Including, but not limited to, any rights or defenses arising by reason of (A) any 'one action' or 'anti-deficiency' law or any other low which may prevent Lender from bringing any action, Including a claim for deficTency, 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; (Cl 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 then payment In full In legal tender, of the Indebtedness; (0) any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor Is commenced, there Is outstanding Indebtedness which Is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or In equity other than actual payment and performance of the indebtedness. If payment Is made by Borrower, whether voluntarily or otherwise, or by any third party. on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, receupment 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 end that, uhdor the circumstances, the waivers are reasonable and not contrary to public policy or taw. If any such waiver Is determined to be contrary to any applicable low or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open In the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee 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 shell be delivered to Lander. Guarantor agrees, and Lender Is hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and onforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as COMMERCIAL GUARANTY Loan No: 4000001230 (Continued) Page 3 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 also to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses lncfude Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys` fees and legal expenses for bankruptcy proceedings lincluding offorts to modify or vacate any automatic stay or Irijunotfon), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay $11 court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions, This Guaranty has been accepted by 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 Dauphin County, Commonwealth of Pennsylvania. integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and Perot 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 1s 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 end 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 shell 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 it 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 Lander to Inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Indebtedness made or created in, reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless othenvlse provided by applicable late, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefecslmila (unless otherwise required by law), when deposited with a nationally recognlzad overnight courier, or, if mailed, when deposited in the United States mail, as first class, certifled or registered mall postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided In the section of this Guaranty entitled "DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice Is to change the party's address. For notice purposes, Guarantor agrees to keep Lender Informed at all times of Guarantor's current address, Unless otherwise provided by applicable law, it 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 an 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 shell 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 Lander 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 an cases such consent may be granted or withhold In the sole discretion of Lander. Successors and Assigns. The terms of this Guaranty shell be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. ANNUAL REVIEW. The Lender will review the Note annually for renewals and extensions; such renewals and extensions to be, granted predicated on the performance of the company and/or individuals and adherence to the Loan Agreement and/or loan policy. CROSS COLLATERALIZEICROSS DEFAULT. This loan will be cross-collateralized/cross defaulted with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there Is a default under this loan, all loans will be considered In default and all outstanding amounts under the loans will be Immediately due and payable in full, A default in one loan shall constitute a default In all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts In lawful money of the United States of America. Words and terms used In the singular shall Include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined In this Guaranty shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word 'Borrower" means Nirali, Inc, and includes all co-signers and co-makers signing the Note and ail their successors and assigns. GAAP. The word 'GAAP' means generally accepted accounting principles. Guarantor. The word 'Guarantor' means everyone signing this Guaranty, Including without limitation Ralnikant J. Parekh, and in each case, any signer's successors and assigns. Guaranty, The word 'Guaranty" means this guaranty from Guarantor to Lender. Indebtedness, The word 'Indebtedness" means Borrower's Indebtedness to Lander as more particularly described in this Guaranty. Lender. The word "Lender' means GRAYSTONE BANK, its successors and assigns. COMMERCIAL GUARANTY Loan No: 4000001230 (Continued) Page 4 Note, The word "Note" means and includes without limitation all of Borrower's promissory notes and/or credit agreements ovidencing Borrower's loan obligations In favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidaticns of and substitutions for promissory notes or credit agreements. Related Documents. The words 'Related Documents' mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other Instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (4500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY 19, 2006. 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: X 6/1?*-(Seen Rojni ant J. are LItR NMl>y'? 4!'?•61I000W Gp. FY?ed,Ft<tl fa\NbA pe.IH1, ? A!Vt. ,A,?K -!A fynuL'Li(utlilOlC lw,f! r.1. DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower: Mrati, Inc. Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Declarant: Raln]kantJ.Parekh Rt. 896 South, P.O. Box 16 Strasburg, PA 17679 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS ?fiDAY OF , 204?)? A GUARANTY OF A PROMISSORY NOTE FOR $150,000.00 OBLIGATING ME TO REPAY THAT A OUNT. A. I UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT., INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED (NSTRUMENT ACCORDING TO LAW, DECLARANT: X f/ / (//Ec 9?J?? (Seal) Rajn ant . are h-- , IAEEE TRO iwfnE. Vr-E-l1.00.VA L,V•?.E riI:3Y ilki?4 EV. ,fiT. E7A NRy.q ll,wr4 •IA i.^Yt,JY?C ,Ul?%CJC f4,N Mii COMMERCIAL. GUARANTY Borrower: Nlrafl, Inc. Lender: GRAYSTONE BANK 360D East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Guarantor: Line R. Parekh Rt. 868 South, P.O. Box 16 Strasburg, PA 17579 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE, For good end valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the indebtedness, this Guaranty or any other guaranty of the Indebtedness, Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents, Under this Guaranty, Guarantor's liability Is unf inhed and Guarantor's obligations are continuing. INDEBTEDNESS, The word "Indebtedness" as used In this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid Interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower Individually or collectively or interchangeably with others, owes or will owe Lender, 'Indebtedness" includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card Indebtedness, lease obligations, liabilities and obligations under any Interest fate protection epreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or Involuntarily Incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unflquideted; determined or undetermined; direct or indirect; primary or secondary In nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing, originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated, If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's tights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) effect or invalidate any such other guaranties. Guarantor's (lability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A 'CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue In full force until all the Indebtedness Incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shell have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do no In writing. Guafentor's written notice of revocation must be mailed to Lender, by certified mall, at Lender's address listed above or such other place as Lender may designate In writing. Written revocation of this Guaranty will apply only to advances or now indebtedness created after actual receipt by Lander of Guarantor's written revocation. For this purpose and without limitatlon, the term 'new Indebtedness' does not include the Indebtedness which at the time of notice of revocation Is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all the Indebtedness Incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, Including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedness created both before and attar Guarantor's death or Incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty In the some manner in which Guarantor might have terminated it and with the some effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not effect the liability of any remalriing Guarantors under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars (80,00), prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars (80,00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lasso equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (8) to attar, 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; 10) 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 hour, 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 COMMERCIAL GUARANTY Loan No: 4000001230 (Continued) Page 2 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 Aolatlon 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 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 Guarantees financial condition since the dais of the most recent financial statements provided to Lender and no avant has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, Investigation, administrative proceeding or similar action (Including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any foots, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower, GUARANTOR'S FINANCIAL STATEMENTS, Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but In no event later than ninety (901 days after the applicable filing data for the tax reporting period ended, Federal and other governmental tax returns, prepared by Guarantor. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower Or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code, IF) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever, Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any 'one action' or 'anti•deficianoy' 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 Lander 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, at discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full In legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified Impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further walvas and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff In all Guarantor's accounts with Lender (whether checking, savings, or some other account). This Includes all accounts Guarantor holds jointly with someone also and all accounts Guarantor may open In the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by low. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty, SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of Insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the indebtedness, Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee 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 some are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender Is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this Guaranty, MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as COMMERCIAL GUARANTY Loan No: 4000001230 (Continued) Page 3 to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shell 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 expinses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lander 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 federal law applicable to Lender and, to the extent not preempted by federal taw, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Guaranty has been accepted by Lander In the Commonwealth of Pennsylvania. Choice of Vanua. if there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read end 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 tincluding 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 ell 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 "Lander" 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 Indebtedness made or created In reliance upon the professed exercise of such powers shell 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, end, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefecsimile (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 mall postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shalt be effective upon delivery to Lender as provided in the section of this Guaranty entitled 'DURATION OF GUARANTY.' Any party may change Ito 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 Lander is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent Instances whore such consent is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial In any action, proaaoding, or counterclaim brought by either Lender or Borrower against the other. ANNUAL REVIEW. The Lender will review the Note annually for renewals and extensions; such renewals and extensions to be granted predicated on the performance of the company andlor individuals and adherence to the Loan Agreement andlor loan policy, CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized/cross•defouited with all other loans from Borrower, or any of Borrower's related entities, to Lender. If at any time there is a default under this loan, all loans will be considered In default and all, outstanding amounts under the loans will be Immediately due and payable In full. A default In one loan shall constitute a default In all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty, Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall Include the plural, and the plural shall include the singular, as the context may require. Words and terms rot otherwise defined In this Guaranty shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word 'Borrower' means Nirali, Inc. and Includes all co-signers and co-makers signing the Note end all their successors and assigns. GAAP. The word 'GAAP' means generally accepted accounting principles, Guarantor. The word "Guarantor' means everyone signing this Guaranty, including without limitation Lino R. Parekh, and in each case, any signer's successors and assigns, Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word 'Indebtedness' means Borrower's Indebtedness to Lender as more particularly described in this Guaranty. Lender. The word `Lender' means GRAYSTONE BANK, its successors and assigns. COMMERCIAL GUARANTY Loan No: 4000001230 (Continued) Page 4 Note. The word 'Note' means and Includes without limitation all of Borrower's promissory notes andlor credit agreements evidencing Borrower's loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes or credit agreements. Related Documents. The words 'Related Documents" mean all promissory notes. credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other insin7ments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. CONFESSION OF JUDGMENT, GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY, GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL, EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY 19, 2006. 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; ` X ICr (Seal) U are th l.t[UTAO[YlF[.Y". FIt LJ.C.IL.Y•".4J feua.+i[hrt tc lN[, 770). A'J byu [.tr.M. •M S.'fn r.P lCFLIlflJL TFaH [i II DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower: Hirsh, lne. Lender: GRAYSTONE BANK 3600 East Market Street Capital Commercial Banking Region York, PA 17402 112 Market Street Harrlsburg, PA 17101 Declarant: Una R. Parekh Rt. 896 South, P.O. Box 16 Strasburg, PA 17579 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS _9, DAY OF , 204i? A GUARANTY OF A PROMISSORY NOTE FOR $16D,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND -1 EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION, B, 1 FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTINO THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. ?' •? 2, A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT: AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING, THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X L i ),,? K,-? 6 fsoaf3 Una R. Parekh WU"I gip. Y?.611 (0.041 C,N-1?.-1Fkdd1?,`iML I%. ISK 1'X4 AS.C4k LVw.M. -FA S-VnaNYG/'ul`E1DK 1-0 P.11 EXHIBIT 66199 CHANGE IN TERMS AGREEMENT BOrrOWer: Nirall, Inc. - Lender: GRAYSTONE BANK 3600 East Market Street Capital Region. York, PA 17402 112 Market Street Harrisburg, PA 17101 Principal Amount: 8170,000.00 Date of Agreement: January 11, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 19, 2006, Borrower executed and delivered to Lender a Promissory Note in the original principal Amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.001 ("Note'), DESCRIPTION OF CHANGE IN TERMS, Effective the date of this Agreement, Lender and Borrower have agreed to an increase in the Principal Amount of the Note to One Hundred Seventy Thousand and 001100 Dollars ($170,000.00), PROMISE TO PAY. Nfrall, inc. ('Borrower') promises to pay to GRAYSTONE BANK ('Lender'), or order, in lawful money of the United States of America, on demand, the principal amount of One Hundred Seventy Thousand & 001100 Dollars ($170,000.00) 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 in full Immediately upon Lender's-demand. Borrower will pay regular monthly payments of ail accrued unpaid Interest due as of seat% payment date, beginning February 1, 2008, with all subsequent interest payments to be due on the some day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any [ate charges; and then to any unpaid collection costs. Interest on this loan is computed on a 3651360 simple Interest basis; that Is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding, 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 loan is subject to change from time to time based on changes In an Index which Is Lender's Prime Rate (the "Index'). This Is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender Will tell Borrower the current index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based an other rates as well. The interest rate to be applied to the unpaid principal balance during this loan will be at a rate of 0.500 percentage points over the Index. NOTICE: Under no circumstances will the interest rate on this loan be more than the maximum rate allowed by applicable law, PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as othanvise required by law. Except'for the foregoing, 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, ralieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid Interest. Rather, early payments will reduce tha principal balance due. Borrower agrees not to send Lender payments marked "paid in fuli% 'without recourse', or similar language. It Borrower sends such a payment, Lender may accept It without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that the payment constitutes 'payment In full' of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to. GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. If a regularly scheduled Interest payment Is 29 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $260.00, whichever is greater. If Lender demands payment of this loan, and Porrower does not pay the loan in hill within 20 days after Lender's demand, Borrower also will be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid interest or $260,00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding a 2.000 percentage point margin ("Default Bete Margin'). The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had-there been no default. If judgment Is entered In connection with this Agreement, interest will continue 10 accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rate ('imitations under applicable law. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and off 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 Agreement If Borrower does not pay. Borrower will pay Lender that amount. This Includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there Is a lawsuit, Including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or eountarcialm brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal few applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Agreement has been accepted by.Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request-to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). Thlstncludes all accounts Borrower holds jointly with someone else and all accounts Borrower may open fn the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by Jaw. 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 Agreement evidences a revolving line of credit, Advances under this Agreement may be requested either orally or in writing by Borrower or by an authorized person, All oral requests shall be confirmed in writing on the day of the request, on forms acceptable to Lender, All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. Borrower agrees to be liable for aft sums either: (A) advanced in accordance with the Instructions of on authorized person or (B) credited to 0CHANGE IN TERMS AGREEMEN9 Loan No: 4-1230 (Continued) Page 2 any of Borrower's becounts with Lender. The unpaid principal balance owing on this Agreement at any.time may be evidenced by endorsements on this Agreement or by Lender's internal records, including daily computer print-outs. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, Including-all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect, Consent by Lender to this Agreement does not waive L'ender's right to st()ot performance of the obligation(a) as changed, nor obligate Lender to make any future change In terms. Nothing In this Agreement will constitute a satisfaction of the obligation(s). It It the Tntentlon of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party to expressly released by Lender in writing, Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement, If any person who signed the original obligation does not sign this Agreemert below, then all persons signing below acknowledge that this Agreement Is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only'to any initial extension, modification or release, but also to all such subsequent actions. , SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns, MISCELLANEOUS PROVISIONS. If any pert of this Agreement cannot be enforced, this fact will not affect the rest'of the Agreement. Lender may delay or forgo enforcing any of Its rights or remedies under this Agreement without losing them, Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment; demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no patty who signs'this Agreement, 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, fall 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 otiligations vnder'thls Agreement ere Joint and sevdiai. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: .f NIRAU, INC. By ISeal1 By: ?! 1 ?LVtiiL? (Seal} Ra)niken . Parekh, President of Nirall, Inc. Una . Parkh, Sec etery of fillialf, Inc, LENDER: [KRMOI?pY?. ?11W.OJ1 Gp.MhN ri a:NSN4bl F,. ttif,}?. YI.a`S Haw,(. EXHIBIT 66J99 CHANGE IN TERMS AGREEMENT Borrower: Nlrall, inc. Lender: ORAYSTONE BANK 3600 East Market Street Capital Region York, PA 17402 112 Market Street Harrisburg, PA 17101 Principal Amount: $195,000,00 Date of Agreement: December 10, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. On May 19, 2006, Borrower executed and delivered to Lender a Promissory Note In the original Principal Amount of One Hundred Fifty Thousand and 00/100 Dollars (9160,000.00) (`Note') with Interest payable monthly and principal due on demand. A subsequent Change in Terms Agreement was executed on January 11, 2008, Increasing the Principal Amount of the Note to One Hundred Seventy Thousand end 001100 Dollars (9170,000.00). DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, and as provided under the PAYMENT section of this Agreement, Lender and Borrower have agreed to an increase in the Principal Amount of the Note to One Hundred Ninety Five Thousand and 001100 Dollars (9195,000.00) and term the loan out for ten Ito) years with a three (3) year fixed interest rate of 7.60% and monthly payments of 91,454.27. PROMISE TO PAY, Nitaii, Inc. l"Borrower") promises to pay to GRAYSTONE BANK ('Lender"), or order, In lawful money of the United States of America, the principal amount of One Hundred Ninety-five Thousand & 001100 Dollars (9195,000.00), together with Interest on the unpaid principal balance from December 10, 2008, 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 fallowing payment schedule: Principal and Interest are due and payable in 36 equal consecutive monthly installments of 91,464.27 each, commencing on January 16, 2009 and ending December 15, 2011 (payment based on 300 month amortization). From the date hereof until December 16, 2011 ('initial Fixed Rate Period") interest will be fixed at 7.50%. Thereafter, the Interest rate shall be re-negotiated to a new fixed rate offered by Lender in Its sots discretion (and agreed to by Borrowari, or the rate will revert to Graystone Bank's Prime Rate (as defined in Variable Interest Rate below) plus .50%. After the Initial Fixed Rate Period and based on the subsequent change in Interest rate, the monthly payment shall be changed to an amount sufficient to amortize the unpaid principal balance over the remaining amortization period of 264 months. Such payments shag commence January 15, 2012 and shall continue until Maturity. All unpaid principal together with any unpaid interest and late charges will be due and payable at maturity, December 15, 2018, Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at.such other place as Lender may designate In writing. VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from time to time based on changes in an index which 1s Lender's Prime Rate (the 'Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current index fate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The interest rate to be applied to the unpaid principal balance of this loan will be calculated as described in the "INTEREST CALCULATION METHOD' paragraph using a rate of 0.500 percentage points over the index. NOTICE: Under no circumstances will the interest rate on this loan be less then 5,000% per annum or more than the maximum rata allowed by applicable law. Whenever Increases occur in rho interest rate, Lender, at its option, may do one or more of the following; (A) Increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) Increase Borrower's payments to cover accruing interest; (C) Increase the number of Borrower's payments, end (D) continua Borrower's payments at the same amount and Increase Borrower's final payment. INTEREST CALCULATION METHOD. Interest on this loan is computed an a 365/380 basis; that Is, by applying the ratio of the Interest rate over e year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan Is computed using this method. 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 duo 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 Agreement, and Borrower will remain obligated to pay any further amount ower) to Lender. All written communfcations 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 1s tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Street Harrisburg, PA 17101. LATE CHARGE. if a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or 9250,00, whichever Is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the Interest rate on this loan shell be Increased by adding e 2.000 percentage point margin ('Default Rate Margin'). The Default Rate Margin shall also apply to each succeeding interest rate change 1hat would have applied had there been no default. If judgment is entered in connection with this Agreement, Interest will continue to accrue after the date of judgment at the rate in effect at the time judgment is entered. However, in no event will 1he Interest role exceed the, maximum interest rate limitations under applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contelned in this Agreement 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 Agreement 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, CHANGE IN TERMS AGREEMENT Loan No: 4-1230 (Continued) Page 2 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 Indebtedness. 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 vihich Is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor.or forfeiture proceeding end 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, Nuts. 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 payment or performance of the indebtedness is Impaired, Cure Provisions. If any default, other than a default In payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreargent within the preceding twelve (12) months, it may be cured li Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default wIthln fifteen (16) days; or (2) It the cure requires more than fifteen (16) days, immediately initiates steps which Lender dooms 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 favr, declare the entire unpaid principal balance under this Agreement 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 Agreement If Borrower does not pay, Borrower will pay Lender that amount. This Includes, subject to any limits under applicable low, lender's reasonable attorneys' fees end Lender's legal expenses, whether or not there is a lawsuit, Including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable low, Borrower also will pay any court costs, in addition to ell other sums provided by low. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pannsy(venfa. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT 01: SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This Includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open In the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and ail such accounts. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, Including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(e) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obifgetlon(s). It Is the Intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), Including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not he released by h. This waiver applies not only to any Initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shell be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change In the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, 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 Agreement are joint and several. CHANGE IN TERMS AGREEMENT Loan No, 4-7230 (Continued) Page 3 PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT.THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: . NIRALL INC. By: (Seal) Rajnikant J. Paiekh, President of Nirali, Inc. LENDER: BY: L ` ?, , ?, C-, cy\ (Seat) Linmaa R. Parekh, Secretary of- ral , nc. BANK {/.fU/1N lvhy Yr.l.,iCOid C-W+'4 R,+W irt.YiM Cif M1• ri. YId•Ja f„sn,0. 41 6y,,,Y1tl11ll.MM 1111Y M II EXHIBIT " PROMISSORY NOTE Borrower: Nlroll, inc. Lender: Graystone Bank, a Division of Graystone Tower Bank 1 Foxf1eld Court Cephal Region Mechanicsburg, PA 17055 112 Markel Street Harrisburg, PA 17101 Principal Amount: $100,000,00 Date of Note: May 24, 2010 PROMISE TO PAY. Nlrali, inc. ("Borrower") promises to pay to Graystone Bank, a Division of Graystone Tower Bunk ("Lender'), or order, In lawful money of the United States of America, the principal amount of One Hundred Thousand & 001100 Dollars ($100,000.60), together with Interest on the unpaid principal balance from May 24, 2010, until paid In full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan In accordance with the following payment schedule: Principal and interest are due and payable In 60 equal consecutive monthly installments of $933.33 each, commencing on June 15, 2010 and ending May 15, 2015 (payment based on a 180-monlh amortl2allon). From the date hereof until May 15, 2015 ('initial Fixed Rate Period') Interest shall be fixed at 7.50%. Thereafter, the Interest rate shall be to-negotiated to a now fixed rate offered by Lender in its sole discretion (and agreed to by Borrower), or the rate shelf revert to Graystone Tower Bank's Prime Rate (as defined In Varfabie Interest Rate below) plus 0.50% (with a 5.0D% floor). After the Initial Fixed Rat* Period and based on the subsequent change in Interest rate, the monthly payment shall be changed to an amount sufficient to amortize the unpaid principal balance over the remalning amortization period of 120 months. Such payments shall begirt June 15, 2015 and will continua unlit maturity. All unpaid principal together with any unpaid interest and fate charges shall be due and payable at maturity, May 16, 2020. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid Interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. VARIABLE INTEREST RATE. The Interest rate on this Note is subject to change from time to time based on changes In an Index whidi is Lender's Prime Rate (tile 'Inde)e). This Is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. Interest on the unpaid principal balance of this Note will be calculated as described in the 'INTEREST CALCULATION METHOD` paragraph using a rate of 0.500 percentage points over the index. NOTICE: Under no circumstances will the Interest rate on this Note be less then 5.000% per annum or more than the maximum rate allowed by appilcable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) Increase Borrower's payments to ensure Borrower's loan will pay off by Its original final maturity dale, (e) increase Borrower's payments to cover accruing interest, (C) increase the number of EWrowei's payments, and (0) continue Borrower's payments at the same amount and Increase Borrower's final payment, INTEREST CALCULATION METHOD, interest on this Moto Is computed on a 3651360 basis; that Is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. All Interest payable under this Note Is computed using this method. PREPAYMENT PENALTY. Upon prepayment of this Note, Lender Is entitled to the following prepayment penalty: A prepayment fee will be charged If the Note is prepaid, In whole or In part, during the fixed rate period. The fee will be calculated at two percent (2%) of the principaf amount prepaid. Except for the foregoing, Borrower may pay ail 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 obilliation to continue to make payments under the payment schedule, Rattier, 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 fug', '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 wilt rem stn obligated to pay any further amount awed to Lender. All written communicallons concerning disputed amounts, indudtng any check or other payment Instrument that Indicates that the payment constitutes 'payment In lull' of the amount owed or that Is tendered with other conditions or Iimtfalions or as full satisfaction ora disputed amount must be mailed or delivered to; GRAYSTONE TOWER BANK, 1828 Good Hope Road Enola, PA 17025. LATE CHARGE?, If a payment is 15 days or more late, Borrower will be charged 10.000% of the regularly scheduled payment or $250.00, whichever Is Greater. INTEREST AFTER DEFAULT, Upon default, including faRure'to pay upon final maturity, the Interest rate on this Note shall be Increased by adding an additional 2,000 percentage point margin ('Default Rate Margin'). The Default Rate Margin that also apply to each succeeding interest rate change that would have applied had there been no default. If Judgment Is entered in connection with this Note, interest will continue to accrue after the dale of judgment at the rate In offect at the time judgment is entered. However, in no event will the interest rate exceed`the maximum Interest rate limitations under apocabie law. DEFAULT, Each of the following shall constitute an event of default ('Event of Default') under this Note: Paymeht Default. Borrower falls to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obtigalfon, 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 arty 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 taws 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 arty 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 shag not apply if [here is a good faith dispute by Borrower as to the validity or reasonableness of the Claim which is the basis of the croditor or forfeiture proceeding and If Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surely bond for the creditor or forfeiture proceeding, In an amount determined by Lender, in its so!e discretion, as being an adequate reserve or bond for the dispute. PROMISSORY NOTE Loan No: 4000008952 (Continued) Page 2 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. Change in Ownership. Any change In ownership of twenty-fve percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrowers financial condition, or Lender believes the prospect of payment or performance of this Note Is Impaired. Cure Provisions, it 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 tho preceding twelve (12) months, it may be cured If Borrower, after Lender sends written notice to Borrower demanding cure of such default: (i) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, Immediately initiates steps which Lender deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS, Upon default. Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Note and all accrued unpaid Interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may tire or pay someone also to help coed this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable, attorneys' fees and Lender's legal expenses, whether or not there Is a lawsuit, Including reasonable attorneys' fees, expenses for bankruptcy proceedings Onduding efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicab'e law, Borrower also wig pay any court costs, to addition to all other sums provided by law. JURY WAVER. Lender and Borrower hereby waive the right to any jury trial fn any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the, extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of taw provisions, This Note has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE, if there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent pemYBed by applicable law, tender reserves a right of setoff in all Sonower's accounts with Lender (whether checking, savings, or some other account). This Includes all accounts Borrower holds jointly with someone also and all accounts Borrower may open to the future. However, this does not Include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. SECURITY. All collateral (as herein defined) Is security for this Note and any renewals, extensions and modifications thereof, and the payment, performance and discharge of all other present or future indebtedness, obligations and undortnkings (whether Individual, joint, several,, direct, contingent or otherwise) of the Borrower to or for the benefit of Lender, whether arising directly to Lender under this Note or under any other agreement, promissory note or undertakings now existing or hereinafter entered Into by the Sorraver to the Lender. The term 'Collateral' includes all tangible and Intangible property (1) described in any mortgage, pledge, assignment or other security document separately executed In favor of Lender, and (a) In which a security Interest has been granted to Lender pursuant to this Note. CROSS COLLATERALIZEICROSS DEFAULT. This ban will be cross-cdialeralizediaass-defau!ted with all other bans from Borrower, or any of Borrower's related entities, to Lender. If at any time thane Is a default under this loan, all loans will be considered In default and all outstanding amounts under the bans will be immediately due and payable in full. A default In one loan shall constitute a default In all others. SUCCESSOR INTERESTS. The terms of this Note shah be binding upon Borrower, and upon Borrowers heirs, personal representatives, successors and assigns, and shall Inure to the benefit of Lender and Its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the fast or 1ho Note 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 aibwed 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 pantos agree that Lender may renew or extend (repeatedly and for any length of time) this ban or release any party or guarantor or collateral; or impair, fait to realize upon or perfect Lender's security interest In the collateral; and take any other action deemed necessary by Lender without the consent or or notice to anyone. AD such parties also agree that Lender may modify this ban without the consent of or notice to anyone other than the party vdth whom the modification is made. The obligation's under tilts 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 1N 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 ATTORNEYS 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 DING, 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 WANES 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. PROMISSORY NOTE Loan No: 4000008952 (Continued) Page 3 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 COMPLETEO COPY OF THIS PROMISSORY NOTE. THIS NOTE 19 GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAY/. BORROWER: NIRALI, INC. ? c By: Seal) By: (Seal) Ra)nikant J. Pare res dent o WWI, Inc. Lina R. Pare , Secretary o Nfrali, Inc. LENDER: G YS E BANK, A DIV ION OF Y ONE TOWER BANK AU(] rized cor wur.or.-?.?.r..?irwxv e... w...arwasy.,w.K wGr. r,re uitw a,..., ..a rxr..nrar rc ?A.un ?aa DISCLOSURE FOR CONFESSION OF JUDGMENT Declarant; Nlrall, Inc. Lander; Graystons Bank, a Dlvlsion of Graystona Tower Bank 1 Foxfleld Court Capital Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA 17101 DISCLOSURE FOR CONFESSION OF JUDGMENT THE UNDERSIGNED IS EXECUTING ON BEHALF'OF DECLARANT, THIS ?1q DAY OF 20 !V A PROMISSORY NOTE FOR $100,000.00 OBLIGATING DECLARANT TO REPAY THAT AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE NOTE, WITHOUT ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST DECLARANT UNDER THE NOTE, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S ENTERING JUDGMENT AGAINST DECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNED FURTHER UNDERSTANDS THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKINQ POSSESSION OF OR OTHERWISE SEIZING DECLARANT'S PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE NOTE, BEING FULLY AWARE OF DECLARANT'S RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING DECLARANT ANY ADVANCE NOTICE. C, AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS ``7 4. DECLARANT WAS REPRESENTED BY DECLARANT'S OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NOTE. ?? 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE NOTE TO DECLARANT'S ATTENTION. THIS DISCLOSURE 1S GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE 1S AND SHALL CONSTITUTE AND HAVE THE EFFECT" OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: NIRALI, INC. By: Oy* (Seal) aJn kant J. Parea resklent of Nirali, Inc, By: 13% U 1 C" ? (Seal) Ltna R. Pace h, Sectetary of Niratl, Inc. ' LVT rw IrtM.Vr.{5.00.0C2 iq.Wr??i+ert ld•eraklpl. Mi] uyr.. r.w..> .e.. r.•c.ps,ev re uau, rn.s EXHIBIT 66 L" COMMERCIAL GUARANTY Borrower; Nirall, Inc. Lender: Graystone Bank, a Division of Graystono Tower Bank 1 Foxneld Court Capital Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA Wi01 Guarantor: Rajnikant J, Parekh Una R. Parekh 1 Foxnald Court Mechanicsburg, PA 17055 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE, For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone also obligated to pay the Indebtedness or against any collateral securing the indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its order, on demand. In legal tender of the Untied States of America, in same-day funds, without set-off or deduction or counterclaim, and wgl otherwise perform Borrower's obligations under the Note and Related Documents. Under this Guaranty, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The word 'Indebtedness' as used in this Guaranty means all of the principal amount outstanding from lime to time and at any one or more times, accrued unpaid Interest thereon and al collection costs and legal expenses related thereto permitted by law, reasonable attorneys' fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower fndivlduaiy or co.lectivoy or Interchangeably with others, owes or will owe Lender, 'Indebtedness' includes, without [imitation, loans, advances, debts, overdraft Indebtedness, credit card Indebtedness, lease obligations, liabilities and obligations under any Interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements, other obligations, and IiabSilles of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions that renew, extend, modlty, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or invoiuntaMy Incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or un'lqudaled; determined or undetermined; direct or Indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; Joint or several or joint and several; evidenced by a negotlaWo or non-negotiable Instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as Infancy, (nsanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards Increased or reinstated. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantees Debility will be Guarantors aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. CONTINUING GUARANTY. THIS IS A 'CONTINUING GUARANTY' UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL. PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO TIME. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue In full force until all the Indebtedness Incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so In writing, Guarantor's wrilten notice of revocation must be mailed to Lender, by carlrYed mail, at Lenders address listed above or such other place as Lender may designate In writing, Written revocation of this Guaranty will apply any to new Indebtedness created after actual receipt by Lender of Guarantors written revocation. For this purpose and without limitation, the term "new Indebtedness' does not Include the indebtedness which at the time of notice of revocation is contingent, unNuidated, undetermined or not due and which later becomes absolute, ilquldated, determined or due. For this purpose and without limitation, 'now Indebtedness' does not include all or part of the Indebtedness that Is: Incurred by Borrower prior to revocation; Incurred under a commitment that became blndktg before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor's estate as to the indebtedness created both before and after Guarantor's death or incapacity. regardless of Landers actual notice of Guarantors death. Subject to the foregoing, Guarantees executor or administrator or other legal representable may terminals this Guaranty In the same manner in which Guarantor might have terminated It and wfth the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur In the aggregate amount of the indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions In the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty, This Guaranty is binding upon Guarantor and Guarantees heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantees liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured bans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower, (B) to after, 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, Inctuding Increases and decreases of the rata of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original ban term; (C) to take and hold security for the payment of this Gvarenty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and Wasse 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 Borrowers 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 nonjudcial sale permitted by the terms of the controlling security agreement or dead of trust, as Lender In its discretion may determ!ne; (G) to sell, transfer, assign or grant particpatiohs 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) Oils Guaranty Is executed at Borrowers request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter Into this Guaranty; COMMERCIAL GUARANTY Loan No: 4000008952 (Continued) Page 2 (D) the provisions of this Guaranty do not convict with or result in a default under any agreement or other Instrument binding upon Guarantor and do not result In a violation of any few, 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 Mersin; (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 on 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 data 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 (nduding those for unpaid taxes) against Guarantor is pent;t g 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 shag have no o4fgation to disclose to Guarantor any information or documents acquired by Lender In the course of Its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS, Guarantor agrees to furnish Lender with the following: Annual Statements. As soon as available, but In no event later than ninety (901 days after the and of each fiscal year, Guarantors balance sheet and Income statement for the year ended, compiled by a certified pudic accountant satisfactory to Lender. Tax Returns. As soon as avalable, but In no event later than ninety (90) days after the applicable filing date for the lax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. All fnanclal reports required to be provided under this Guaranty shall be prepared In accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borower (8) to make any presentment, protest, demand, or notice of any kind, tnduding notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonactlon 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 obhgatlons; (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 or personal property security held by Lender from. Borrower er to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lenders power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral Including, but not limited to, any rights or defenses arising by reason of (A) any 'one action' or 'anti-deficiency` Jew or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Londer'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 Guarantors rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limilfiig, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of anyother guarantor, or of any other person, or by reason of the cessation of Borrower's Itabhlity 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 stilt brought by Lender against Guarantor Is commenced, there is outstanding Indebtedness which Is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at low 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 Ihereafter Lender Is forced to remit the amount of that payment to Borrowers trustee In bankruptcy or to any similar person under any faderel or sta(s bankruptcy law or low for the relief of datdors, the Indebledness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further valves 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 simiter 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 Guarantors 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 appGeabte law or public policy, such waiver shall be effective only to the extent permitted by lavi or pubic policy, RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open In the future. However, this does not inciude any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds If there Is a default, and Lender may apply the funds In these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR, Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lander may now er 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 LaMar and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borower or against any assignee or trustee in bankruptcy of Borrower, provided however, that such assignment shall be affective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continvation statements and to execute documents and to take such other actions as tender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty. Amendments. This Guaranty. together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and COMMERCIAL GUARANTY Loan No: 4000008952 (Continued) Page 3 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 an of Lenders costs and expenses, Including Lender's reasonable attomoys' fees and Lenders legal expenses, Incurred In connection with the enforcement of this Guaranty. Lender may hire or pay someone also to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses incfuda Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and lage( 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 we for convenience purposes only and are not to be used to Interpret or dafirte the provisions of this Guaranty, Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law pf"sions. Choice of Venue. If there Is a lawsuit, Guarantor agrees upon Lenders request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity, to be advised by Guarantors atlomey 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' lees) suffered or Incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of We paragraph. Interpretation. In all cases where there is more than or* 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 of when this Guaranty Is executed by more than one Guarantor, the words 'Borrower' and 'Guarantor' respac0oly shall mean all and any one or more of them. The words "Guarantor,' 'Borrower,' and 'Lender' Include the heirs, successors. assigns, and lanetereas 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 v-All 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 Boryovier or Guarantor are corporations, partnerships, thrilled liability companies, or slmflar entities, It is not necessary for Lender to inquire Into the powers of Sorraveer or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Indebtedness made or created in reliance upon the professed exercise of such powers shat be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice requred to be given under this Guaranty shalt be given in writing, and, except for revocation notices by Guarantor, shall be effective when actualfy, delivered, when actually received by telefacsim1% (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, If malted, when deposited in the Unlled States malt, as first class, certified or registered mail postage prepalcl, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shelf be effective upon delivery to Lender as provided In the section of this Guaranty entitled 'DURATION OF GUARANTY.' Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at al 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 1s 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 pfovfsion of this Guaranty shan not prejudice or constitute a waiver of Lenders right otherwise to demand strict cbmpiiance with that provision or any other provision of this Guaranty. No prior waiver by Lender, net any course of deari g 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 graMing of such consent by Lender In any instance shall not constitute continuing consent to subsequent instances Wiere such consent Is requited and in an cases such consent may be granted or withheld In the sale Tscration of Lender. Successors end Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceabla by Lender and Its successors and assigns. Waive Jury, Lender and Guarantor hereby waive the tight to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Guarantor against the other. CROSS COLIA7ERALIZE/CROSS DEFAULT. This ban will be cross-collateratizad/cross-defeufted wilth all other loans from Borrower, or ary of Borrowers related entities, to Lender. If at arty time there Is a default under this loan, all loans will be considered in default and all outstanding amounts under the loans will be immediately due and payable In full. A default in one ban shall constitute a default In elf others. DEFINITIONS. The following capitalized words and terns shat have the following meanings when used In this Guaranty. Unless specifically stated to the contrary, an references to dollar amounts shall mean amounts in IavRul money of the United States of America, Words and terms used In the singular shall Include the plural, and the pixel shall Include the singular, as the context may require: Words and terms not otherwise defined In this Guaranty shall have the meanings attn'buted to such terms In the Uniform Commercial Code: Borrower. The word 'Borrower' means Nirali, Inc. and includes all co-signors and co-makers signing the Nate and all their successors and assigns. GAAP. The word "GAAP' means generally accepted accounting principles. Guarantor. The word 'Guarantor" means everyone signing this Guaranty, Including without Ilmflation Rajnikent J. Parekh and Una R. Parekh, and In each rase, any signets successors and assigns. Guaranty. The word 'Guarant,/' means this guaranty from Guarantor to Lender. Indebtedness. The word 'Indebtedness' means Borrower's indebtedness to Lender as more particularly described In this Guaranty. Lender. The word "Lender" means Graystone Bank, a Division of Graysione Tower Bank, its successors and assigns. . Note. The word "Note' means and includes without limitation al of Borrower's promissory notes andfor credit agteements evidencing Borrowers loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations COMMERCIAL-GUARANTY Loan No: 4000008952 (Continued) of and substitutions for promissory notes or credit agreements. Page Related Documents. The words 'Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, gvarantles, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and aA other instniments, agreements and documents, whether now or hereafter existing, executed in connactlon 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 ATTORNEYS 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 (MO) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY: AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS, IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE, THIS GUARANTY IS DATED MAY 24, 20'10. 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: ti f X (Seal} X ?1 f h Pa -? 1 (Sea[) Ra)nikant J. Ps 110 R. Parekh uiP ffpl.M.q V.. flIdG4V Gq.Ni« rr'Wa1 w? fHf. ri+0. ??ify4??+s •?? ?Y?IIRYfIfC fP-f,y NN DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower: Nirall, Inc, 1 Foxfleld Court Mechanicsburg, PA 17055 Lender. Graysions Bank, a Division of Graystons Tower Hank Capital Region 112 Markot Street Harrisburg, PA 17101 Declarant: Rejnikant J. Parokh 1 Foxnsld Court Mechanicsburg, PA 17055 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS q DAY OF &I CL . 20 16 A GUARANTY FOR AN UNLIMITED AMOUNT A. 1 UNDERSTAND THAT THE GUARANTY CONTAW A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME ACID WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE ANO TO A NEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZJNG MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, i REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY, ga-- 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY TO MY ATTENTION. D. 1 CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT; AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X ( ! a, v?. (seat) Ra nikant NYP6rekh " ,ATH1IM l,Kry.YY.!l1C0.00](q. W'W lwau, ayygy.]?IM,,X11 !3 M1]T, l+v+rt •I]f.1VwAtlbit lM,Fl M] DISCLOSURE FOR CONFESSION OF JUDGMENT Borrower; Nireli, Inc. Lander: Graystone Bank, a Division of Graystone Tower Bank 1 Foxileld Court Copilot Region Mechanicsburg, PA 17055 112 Market Street Harrisburg, PA 17101 Declarant: Lino R. Parokh Rt. 896 South, P.O. Box 16 Strasburg, PA 17579 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS 2T DAY OF IGLU .2610- A GUARANTY FOR AN UNLIMITED AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO 41E AND WITHOUT OFFERING ME AN OPPORTUNITY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDITY OF ANY JUDGMENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAINST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WAIVING THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S ENTERING JUDGIAENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. I FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT ADVANCE NOTICE OR A HEARING, THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY ALSO CONTAINS LANGUAGE THAT WOULD PERMIT LENDER, AFTER ENTRY OF JUDGMENT, AGAIN WITHOUT EITHER ADVANCE NOTICE OR A HEARING, TO EXECUTE ON THE JUDGMENT BY FORECLOSING UPON, ATTACHING, LEVYING ON, TAKING POSSESSION OF OR OTHERWISE SEIZING MY PROPERTY, IN FULL OR PARTIAL PAYMENT OF THE JUDGMENT. IN EXECUTING THE GUARANTY, BEING FULLY AWARE OF MY RIGHTS TO ADVANCE NOTICE AND A HEARING AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON THE JUDGMENT, I AM KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVING THESE RIGHTS, AND 1 EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTICE. C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIALING EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. 1 WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT'PROVISION IN THE GUARANTY TO MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS $10,000: THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AND SIGNED IT, AND THAT I RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND "AVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: XI '{ Y\ _,, t " (Seal) Lino R. Pare use,nm,..ra,r..?sviero wr.+.+.+sr?..a+sww..... ,wr, r.,o unfa. rwwa .r. r?uwnmxsa ,a+.n re?s EXHIBIT 66M99 Susquehanna Susquehanna Bank 1526 Good Hope Road May 23, 2012 Enola, PA 17025 VIA 1St CLASS MAIL AND CERTIFIED MAIL RETURN RECEIPT REQUESTED Nirali Inc. Rajnikant Parekh 1 Foxfield Court Mechanicsburg, PA 17050 Re: Loans In Original Principal Amounts of $150,000.00, $150,000.00, and $100,000.00 By Susquehanna Bank, successors by merger to Graystone Bank, To Nirali Inc. Loan In Original Principal Amount of $347,500.00 By Susquehanna Bank, successors by merger to CommunityBanks, To Nirali Inc. Dear Mr. Parekh: Susquehanna Bank, successor by merger to Graystone Bank (the "Lender") made three loans to Nirali Inc. (the "Borrower") in the original principal amounts of One Hundred Fifty Thousand Dollars ($150,000.00), One Hundred Fifty Thousand Dollars ($150,000.00), and One Hundred Thousand Dollars ($100,000.00) respectively. In addition, Susquehanna Bank, successor by merger to CommunityBanks (the "Lender") made a loan to Nirali Inc. (the "Borrower") in the original principal amount of Three Hundred Forty-Seven Thousand Five Hundred Dollars ($347,500). The loan in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) is evidenced by a Promissory Note dated May 19, 2006, Change in Terms Agreements dated January 11, 2008 and December 10, 2008, an Open-End Mortgage dated May 19, 2006, Modification of Mortgages dated January 11, 2008 and December 10, 2008, a Business Loan Agreement dated May 16, 2006, and various documents relating to the loan (collectively, the "Loan 1 Documents"). The loan in the original principal amount of One Hundred Fifty Thousand Dollars ($150,000.00) is evidenced by a Promissory Note dated May 19, 2006, Change in Terms Agreements dated January 11, 2008 and December 10, 2008, Nirali, Inc. Rajnikant Parekh May 23, 2012 Page 2 an Open-End Mortgage dated May 19, 2006, Modification of Mortgages dated January 11, 2008 and December 10, 2008, a Business Loan Agreement dated May 16, 2006, and various documents relating to the loan (collectively, the "Loan 2 Documents"). The loan in the original principal amount of One Hundred Thousand Dollars ($100,000.00) is evidenced by a Promissory Note dated May 24, 2010, two Open-End Mortgages dated May 24, 2010, a Business Loan Agreement dated May 24, 2010, and various documents relating to the loan (collectively, the "Loan 3 Documents"). The loan in the original principal amount of One Hundred Thousand Dollars ($347,500.00) is evidenced by a Promissory Note dated March 24, 2006, an Open-End Mortgage dated March 24, 2006, a Business Loan Agreement dated March 24, 2006, and various documents relating to the loan (collectively, the "Loan 4 Documents"). The Loan 1 Documents, Loan 2 Documents, Loan 3 Documents, and Loan 4 Documents shall be referred to collectively as the ("Loan Documents"). Pursuant to a Commercial Guaranties dated May 19, 2006, Rajnikant Parekh and Lina Parekh, (the "Guarantors") unconditionally guaranteed the payment and performance of the Borrower's obligations to the Lender under the Loan 1 and 2 Documents. A Commercial Guaranty dated May 24, 2010, by Rajnikant and Lina Parekh (the "Guarantor") unconditionally guaranteed the payment and performance of the of the Borrower's obligations to the Lender under the Loan 3 Documents. A Commercial Guaranty dated March 24, 2006, by Rajnikant and Lina Parekh (the Guarantor) unconditionally guaranteed the payment and performance of the of the Borrower's obligations to the Lender under the Loan 4 Documents. The Borrower's obligations to the Lender under the Loan Documents are due and payable upon demand by the Lender whether or not the Borrower is in default. Moreover, the Borrower is in default under the Loan Documents due to its failure to make payments when and as due under the Loan Documents. Accordingly, the Lender demands that the Borrower pay its obligations under the Loan Documents immediately. As of May 23, 2012, the balance outstanding under the Loan 1 Documents is $186,594.97. Interest accrues on the unpaid principal balance at the rate of $25.62 per day after May 23, 2012. In addition to the above amounts, the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 1 Documents. Nirali, Inc. Rajnikant Parekh May 23, 2012 Page 3 As of May 23, 2012, the balance outstanding under the Loan 2 Documents is $189,359.07. Interest accrues on the unpaid principal balance at the rate of $25.81 per day after May 23, 2012. In addition to the above amounts, the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 2 Documents. As of May 23, 2012, the balance outstanding under the Loan 3 Documents is $95,092.45. Interest accrues on the unpaid principal balance at the rate of $19.25 per day after May 23, 2012. In addition to the above amounts, the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 3 Documents. As of May 23, 2012, the balance outstanding under the Loan 4 Documents is $252,857.04. Interest accrues on the unpaid principal balance at the rate of $29.62 per day after May 23, 2012. In addition to the above amounts, the Borrower is obligated to pay all reasonable attorneys' fees and expenses incurred by the Lender in enforcing the Loan 4 Documents. The Lender hereby demands that the Borrower pay the amounts set forth by certified check, cashier's check or wire transfer by June 5, 2012. Nothing in this letter should be deemed an agreement by the Lender to forbear from enforcing any rights or remedies available to it under the Loan Documents or applicable law. The Lender reserves all of its available rights and remedies. Moreover, acceptance by the Lender of payment of less than the full amount due under the Loan Documents shall not constitute a waiver of the demand for payment of all amounts due, or any of the rights available to the Lender under the Loan Documents or applicable law. Susquehanna Bank By: V t Amanda Sattazahn Commercial Relationship Manager Phone: 717-724-3972 cc: Janak Amin, Susquehanna Bank Rajnikant Parekh, Guarantor Lina Parekh, Guarantor SUSQUEHANNA BANK, Plaintiff V. NIRALI INC., RAJNIKANT J. PAREKH, LIMA R. PAREKH, ; Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. la- 3SCky Ciue PRAECIPE FOR ENTRY OF JUDGMENT To: The Prothonotary Pursuant to the attached Entry of Judgment, please enter judgment in favor of the Plaintiff Susquehanna Bank and against the Defendants Nirali, Inc., Rajnikant J. Parekh and Lina R. Parekh, and damages are assessed in the amount of $728,876.92 together with interest from the date of judgment accruing at the rate of $100.30 per day plus costs of collection. RHOADS & SINON LLP By: Stephanie DiVittore Kathryn D. Sallie One South Market Square P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Defendants Nirali, Inc., Rajnikant J. Parekh and Lina R. Parekh for purposes of confession of judgment SUSQUEHANNA BANK, Plaintiff IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. NIRALI INC., RAJNIKANT J. PAREKH, LIMA R. PAREKH, Defendants CIVIL ACTION - LAW NO. ? off. 3 51Aq et"' I I ENTRY OF JUDGMENT AND NOW, this -1 day of ? yVVe, , 2012, Judgment is hereby entered in favor of the Plaintiff Susquehanna Bank and against the Defendants Nirali, Inc., Rajnikant J. Parekh and Lina R. Parekh, and damages are assessed in the amount of $728,876.92 together with interest from the date of judgment accruing at the rate of $100.30 per day plus costs of collection. 344ftftbV2 Prothonotary Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore@rhoads-sinon.com Kathryn D. Sallie, Esquire Attorney I.D. No. 208116 ksallie@rhoads-sinon, com RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717) 233-5731 Fax: (717) 231-6637 Attorneys for Plaintiff SUSQUEHANNA BANK, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA CIVIL ACTION - LAW/t NIRALI INC., RAJNIKANT J. PAREKH, NO. a' LIMA R. PAREKH, Defendants NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THERETO Notice of Defendant's Rights To: Nirali, Inc. 602 N. Market Street Mechanicsburg, PA 17050 Nirali, Inc. 1 Foxfield Court Mechanicsburg, PA 17055 Rajnikant J. Parekh I Foxfield Court Mechanicsburg, PA 17055 Lina R. Parekh 1 Foxfield Court Mechanicsburg, PA 17055 A judgment in the amount of Seven Hundred Twenty Eight Thousand, Eight Hundred Seventy Six Dollars and Ninety Two Cents ($728,876.92) plus interest from the date of judgment V accruing at the rate of One Hundred Dollars and Thirty Cents ($100.30) per day and costs of collection, 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, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 4 t SUSQUEHANNA BANK, Plaintiff V. NIRALI INC., RAJNIKANT J. PAREKH, LIMA R. PAREKH, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. I g - 3S (S N No NOTICE OF ENTRY OF CONFESSED JUDGMENT To: Nirali, Inc. 602 N. Market Street Mechanicsburg, PA 17050 Nirali, Inc. 1 Foxfield Court Mechanicsburg, PA 17055 Rajnikant J. Parekh 1 Foxfield Court Mechanicsburg, PA 17055 Lina R. Parekh 1 Foxfield Court Mechanicsburg, PA 17055 You are hereby notified that on June 7 , 2012, judgment by confession was entered against you in the amount of $728,876.92 plus interest from the date of judgment accruing at the rate of $100.30 per day and costs of collection. Attached hereto are copies of all documents filed with the Prothonotary in support of the confession of judgment. ti Date: 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. Court Administrator 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 Lawyer Referral Service 4th Floor, Cumberland County Courthouse Carlisle, PA 17013 (717) 240-6200 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff ?41?»tp qt t?rrnbrr???? OFF CE OF THE SHERIFF !-fi2JUM25 AN 8: 12 Jody S Smith Chief Deputy Richard W Stewart Solicitor Susquehanna Bank vs. Nirali, Inc. (et al.) Case Number 2012-3564 SHERIFF'S RETURN OF SERVICE 06/12/2012 04:42 PM - Ryan Burgett, Deputy Sheriff, who being duly sworn according to law, states that on June 12, 2012 at 1642 hours, he served a true copy of the within Complaint in Confession of Judgment, Confession of Judgment, Notice of Entry of Confessed Judgment and Notice Under Rule 2958.1, upon the within named defendant, to wit: Rajnikant J. Parekh, by making known unto Lina Parekh, Wife of Defendant at 1 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to her personally the said true and correct copy of the same. `z ---r? RYAN BURGETT, DEPUTY 06/12/2012 04:52 PM - Ryan Burgett, Deputy Sheriff, who being duly sworn according to law, states that on June 12, 2012 at 1642 hours, he served a true copy of the within Complaint in Confession of Judgment, Confession of Judgment, Notice of Entry of Confessed Judgment and Notice Under Rule 2958.1, upon the within named defendant, to wit: Lina R. Parekh, by making known unto herself personally, at 1 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the same time handing to her personally the said true and correct copy of the same. RYAN BURGE TT, DEP 06/20/2012 02:49 PM - Michelle Gutshall, Deputy Sheriff, who being duly sworn according to law, states that on June 20, 2012 at 1449 hours, she served a true copy of the within Complaint in Confession of Judgment, Confession of Judgment, Notice of Entry of Confessed Judgment and Notice Under Rule 2958.1, upon the within named defendant, to wit: Nirali, Inc., by making known unto Lina Parekh, Secretary for Nirali, Inc. at 1 Foxfield Court, Mechanicsburg, Cumberland County, Pennsylvania 17055 its contents and at the ame time handing to her personally the said true and correct copy of the sa i MICHELLE GUTSHALL, DEPUTY SHERIFF COST: $95.45 June 21, 2012 SO ANSWERS, RON R ANDERSON, SHERIFF (c) CountySutte Sheriff. Ieleosoft. Inc Stephanie E. DiVittore, Esquire Attorney I.D. No. 85906 sdivittore@rhoads-sinon.com Kathryn D. Sallie, Esquire Attorney I.D. No. 208116 ksailie@rhoads-sinon.com RHOADS & SINON LLP One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Phone: (717) 233-5731 Fax: (717) 231-6637 Attorneys for Plaintiff SUSQUEHANNA BANK, Plaintiff v. . ` 1,' N;? T CCE2 JUL 2U PM 12: 11 R, CUMBERLAND COU`Nly IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NIRALI INC., RAJNIKANT J. PAREKH, ; NO. 12-3564 CIVIL LINA R. PAREKH, Defendants STIPULATED MOTION TO WITHDRAW CONFESSED JUDGMENT WITHOUT PREJUDICE NOW COME Plaintiff Susquehanna Bank ("Susquehanna Bank"), by and through its attorneys, Rhoads & Sinon LL P, and Defendants Nirali Inc., Rajnikant Parekh and Lina Parekh, pro se and submit the within Stipulated Motion to Withdraw Confessed Judgment Without Prejudice. In support thereof, the parties aver as follows: On June 7, 2012, Susquehanna Bank confessed judgment against Defendants in this proceeding. 2. Since that time, Susquehanna Bank and the Defendants have agreed to withdraw the confessed judgment, without prejudice, pursuant to an agreement regarding the outstanding loan obligations between Susquehanna Bank and Defendants. 856747.1 3. Susquehanna Bank and Defendants agree to a withdrawal of this judgment, without prejudice, preserving Susquehanna Bank's rights to refile a judgment at a future date and without otherwise affecting the substantive or procedural rights of either party. 4. The parties expressly agree that this action, and the judgment, should be marked "withdrawn without prejudice." WHEREFORE Plaintiff Susquehanna Bank and Defendants Nirali Inc., Rajnikant Parekh and Lina Parekh respectfully request that this Court enter an Order withdrawing this action, and the judgment against Defendants, without prejudice. Respectfully submitted, NIRALI INC. By: Rajnikant Parekh, President 602 N. Market Street Mechanicsburg, PA 17050 Defendant, pro se Respectfully submitted, RHOADS & SINON LLP By: - 4t7 6 i Stephanie DiVittore, Esquire Kathryn D. Sallie, Esquire P.O. Box 1146 Harrisburg, PA 17108-1146 Attorneys for Susquehanna Bank Rajnikant J. Parekh By: _ R* Defendant, pro se Lina R. Parekh By: `A- a k Defendant, pro se CERTIFICATE OF SERVICE I hereby certify that on this day of July, 2012 a true and correct copy of the foregoing document was served by means of First Class U.S. Mail, upon the following: Nirali Inc. 602 N. Market Street Mechanicsburg, PA 17050 Rajnikant J. Parekh Lina R. Parekh 1 Foxfield Court Mechanicsburg, PA 17050 Dar histle 2 SUSQUEHANNA BANK, Plaintiff V. NIRALI INC., RAJNIKANT J. PAREKH, LIMA R. PAREKH, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW NO. 12-3564 CIVIL OR-EE AND NOW, this 1.4 day of July, 2012, upon consideration of the Stipulated Motion to Withdraw Confessed Judgment Without Prejudice, it is hereby ORDERED and decreed that said Motion is GRANTED. The Prothonotary is hereby directed to mark this action, and the judgment, "Withdrawn Without Prejudice." BY THE COURT: Distribution: For Plaintiff: Stephanie DiVittore, Rhoads & Sidon LLP, P.O. Box 1146, Harrisburg,' PA 17108 ?For Defendants: Nirali, Inc., pro se, 602 N. Market Street, Mechanicsburg, PA 17050 Rajnikant J. Parekh, pro se, 1 Foxfield Court, Mechanicsburg, PA 17050 Lina R. Parekh, pro se, 1 Foxfield Court, Mechanicsburg, PA 17050 eWS fiKa,Id Cl) AIW- : JMR 3??n a : C:) -n z 5- --c 0 ... BARLEY SNYDER LLP William C. Colby, Jr., Esquire Court I.D. No. 46880 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK Plaintiff v. NIRALI INC., RAJNIKANT J. PAREKH and LINA R. PAREKH Defendants COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION — LAW No. 12-3564 PRAECIPE TO SATISFY JUDGMENT TO THE PROTHONOTARY: Please mark settled, discontinued, ended and satisfied judgment entered to No. 12-3564 in the Court of Common Pleas of Cumberland County, Pennsylvania in favor of Susquehanna Bank against Nirali Inc., Rajnikant J. Parekh and Lina R. Parekh. Dated: 9/9/19 44403601.1 By: SUS HANNA BAN erose Aherne-Venzke, Vice President L