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HomeMy WebLinkAbout13-4434 BARLEY SNYDER E William C. Colby, Jr., Esquire Keith Mooney, Esquire C U M D E R U N D CO Court I.D. No. 46880; 74001 F i fd `q` 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. L11 aFAILOR No. 3r / Defendants CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a true and correct copy of which is attached to the Complaint filed in this action, I appear for the Defendants and confess judgment in favor of the Plaintiff and against the Defendants, as follows: Principal Balance $219,947.04 Interest to and including 7/10/13 1,811.00 Deferred Interest 3,046.75 Late Fees 2,448.84 Satisfaction Fees 138.50 Prepayment Fee 4,398.94 Appraisal 375.00 Attorneys' Fees for Confession 22,480.48 Total $ 254,646.55 Interest continues to accrue at the per diem rate of $33.54 from July 10, 2013, continuing late fees, and costs of collection. BARLEY SNYDER By: William F. Colby, Jr., Esquire Keith Mooney, Esquire O Q � &q6. tad ab 3935644 n E" r^ e i BARLEY SNYDER P William C. Colby, Jr., Esquire Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. FAILOR No./ 2 , q / �2 (/ ,,7 Defendants I -J 7 J COMPLAINT CONFESSION OF JUDGMENT 1. The Plaintiff, Susquehanna Bank, is a banking corporation maintaining an address of 307 International Circle, Suite 600, Hunt Valley, MD 21030 -1376. 2. The Defendants, Donald S. Failor and Michele L. Failor, are adult individuals with a last known address of 429 Dark Hollow Road, Shermansdale, PA 17090. 3. On January 23, 2009, for value received, in connection with a commercial loan, and not a consumer transaction, Stone House Auto Sales, LLC. (the "Business "), issued to the order of, and delivered to the Plaintiff a certain Promissory Note ( "Note "), pursuant to which the Business promised to pay the Plaintiff the principal amount of Two Hundred Thousand Dollars ($200,000.00), plus interest and late fees thereon as therein provided. A true and correct copy of the Note is attached hereto, made a part hereof, and marked Exhibit "A." 3935644 4. As security for the payment and performance of the obligations of the Business under the Note, the Defendants executed and delivered to the Plaintiff a certain Commercial Guaranty (the "Guaranty "), dated January 23, 2009; a true and correct copy of which is attached hereto, made a part hereof, and marked Exhibit `B." A true and correct copy of the Disclosures for Confession of Judgment is attached hereto, made a part hereof, and marked Exhibit "C ". 5. The Note was modified by a Change in Terms Agreements dated December 23, 2010, May 17, 2011, and August 17, 2011 (collectively, the "Agreements ", modifying various terms and condition of the Note as described in the Agreements. A true and correct copy of the Agreements is attached hereto, made a part hereof, and marked as Exhibit "D ". The Note and Agreements are hereinafter collectively referred to as the "Note ". 6. The Business is in default because the Business has failed, refused, and continues to fail and refuse to pay the amount due Plaintiff as demanded by Plaintiff under and pursuant to the Note. 7. As a result of the default of the Business under the Note, the Plaintiff enters judgment against the Defendants. 8. Judgment has not been entered on the warrant of attorney contained in the Guaranty in any jurisdiction. 9. The Guaranty has not been assigned, and the Plaintiff remains the holder hereof. 10. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 11. An itemization of the amount due and owing to the Plaintiff by the Defendants under the Guaranty, as of July 10, 2013, is as follows: Principal Balance $219,947.04 3935644 2 Interest to and including 7/10/13 1,811.00 Deferred Interest 3,046.75 Late Fees 2,448.84 Satisfaction Fees 138.50 Prepayment Fee 4,398.94 Appraisal 375.00 Attorneys' Fees for Confession 22.480.48 Total $ 254,646.55 Interest continues to accrue at the per diem rate of $33.54 from July 10, 2013, continuing late fees, and costs of collection. 12. The warrant of attorney contained in the Guaranty provides for confession of judgment against the Defendants for the amounts itemized as set forth in Paragraph I 1 above. WHEREFORE, the Plaintiff, prays your Honorable Court to grant judgment in favor of the Plaintiff and against the Defendants in the sum of Two Hundred Fifty -four Thousand Six Hundred Forty -six Dollars and Fifty -five Cents ($254,646.55), plus interest at the per diem rate of $33.54, from July 10, 2013, and costs of collection. BARLEY SNYDER By: William F. Colby, Jr., Esquire Keith Mooney, Esquire Attorneys for Plaintiff 3935644 3 EXHIBIT "A" PROMISSORY (VOTE Borrower: Stone House Auto Sales, LLC Lender: GRAYSTONE BANK 7086 Carlisle Pike Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Principal Amount: $200,000.00 Date of Note: January 23, 2009 PROMISE TO PAY. Stone House Auto Sales, LLC ( "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 Two Hundred Thousand & 00/100 Dollars ($200,000.00) 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 March 1, 2009, 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 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 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 on other rates as well. The interest rate to be applied to the unpaid principal balance of this Note will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 1.500 percentage points over the Index. NOTICE: Under no circumstances will the interest rate on this Note be less than 6.000% per annum or more than the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. Interest . on this Note is computed on a 365/360 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. 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 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 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 $250.00, 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 $250.00, 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 ( "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 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. 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 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 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 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 subm;t 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 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 (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing -on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print -outs. SECURITY. All collateral (as herein defined) is security for this Note and any renewals, extensions and modifications thereof, and the payment, PROMISSORY NOTE Loan Pao: 4 -6852 (Continued) Page 2 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 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 (ii) 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 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 - 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. 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 in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10 %) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS IS500) 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: .STONE HOUSE AUTO SALES, LLC BY' (Se Donald S. F ' tone House Sales, LLC "— LENDER: GRAYSTONE BANK X Heather R. Hall, Vice President LASER PRO Lmainp, Vm. 5.6200.006 Cop,. Ma, d Fi—dW Soiu6en; 1— 1997, 2009. AN MC— R.S . - PA SAO —io,%C LPL1020.FC 7R -2675 PR-1 - PROMISSORY NOTE _ - Loan No: 4 -6852 (Continued) Page 2 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 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 (ii) 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 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 - 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. 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 in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) 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: STONE HOUSE AUTO SALES, LLC BY' Donald S. F1 tone House Sales, LLC — LENDER: GRAYSTONE ANK. X Hea r R. all, Vice Presidenf . LASER PRO Lm dInp, Vo. 5.6200.004 Cop, HsAand F Dal Solutions. Inc. 1997. 2009. AII Riyhb R-od. - PA SA1p,owltalCnILPL%D2C.FC TR -2675 PR -1 L EXHIBIT "B" COMMERCIAL GUARANTY. Borrower: Stone House Auto Sales, LLC Lender: GRAYSTONE BANK 7086 Carlisle Pike Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Guarantor: Donald S. Failor Michele L. Failor 429 Dark Hollow Road Shermansdale, PA 17090 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, 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 individually or collectively or interchangeably with others, owes or wily owe Lender. "Indebtedness" includes, without limitation, 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 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 - 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 wires 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 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 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 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, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness" does not include all or part of the Indebtedness, that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding 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 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 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 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 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 new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; �IRANTY COMMERCIAL GU Loan No: 4 -6852 (Continued) Page 2 (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (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 one - hundred - twenty (120) 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 one - hundred - twenty (120) 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 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; (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; (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 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 waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. 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 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 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: 4 -6852 (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 all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's reasonable attorneys' fees and legal dxpenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. 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 parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes; Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor 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 - 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 bsed 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 Stone House Auto Sales, LLC 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 Donald S. Failor and Michele L. Failor, 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: 4 -6852 (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 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 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 (6500) 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 1S DATED JANUARY 23, 2009. 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 (Seal) (Seal) Donal S. F ' Michele L. Failor VSER PRO Landing, Vor. 5.4100,004 Cop,. Harland F—cial 5olut -k Inc. 1997, 2009. A5 Pighb R000nrad. - PA 9:\p \LPL \E2O.FC M2575 PR -1 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 snrrascnrs and assions. EXHIBIT "C" DISCLOLJRE FOR CONFESS ON OF J�- -)GMENT 'Borrower: Stone House Auto Sales, LLC Lender: GRAYSTONE BANK 7086 Carlisle Pike Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Declarant: Michele L. Failor - 429 Dark Hollow Road Shermansdale, PA 17090 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS f�7 DAY OF , 20, A GUARANTY FOR AN UNLIMITED AMOUNT. A. I UNDERSTAND THAT THE GUARANTY 47A A CONFE SI N OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, AFTER A DEFAULT ON E 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. 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 HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. DECLARANT: X Michele L. Failor LASER PRO U.dbq, V.. 5.42.00.004 C.W. Ho d Fm- SuWOM 1— 1097, 2009. AN Rightl Rv W. • PA S ;U10wln\CRILPUO30.FC 714257E PR-1 DISCLO%�.;.JRE FOR GONFES.�ION OF Jl_. -)GMENT Bortower Stone House Auto Sales, LLC Lender GRAYSTONE BANK 7086 Carlisle Pike Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Declarant: Donald S. Failor . 429 Dark Hollow Road Shermansdale, PA 17090 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS // o DAY OF 20 , A GUARANTY FOR AN UNLIMITED AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY O AINS A CONFES N OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER TO ENTER JUDGMENT AGAINST ME IN COURT, A R A DEFAULT ON E 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 Ai% 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. REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GUARANTY MY ATTENTION. D. C TIFY THAT MY ANNUAL INCOME EXCEEDS $ 10,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN I INITIALED AN SIGNED THAT 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: I X (Seal) Donald S. Failor LASER PRO L -ding. Vey. S.a3.00.004 Copy. Mxiand R—clal Solugone, Ina 1997, 2009. A6 Rights Rewmed. - PA S:Wy0eWtsICF1ALPL1D30.FC iR -3676 PR -1 EXHIBIT "D" CHANGE IN TERMS AGREEMENT Borrower: Stone House Auto Sales, LLC Lender: Graystone Bank, a Division of Graystone Tower Bank 7086 Carlisle Pike Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Principal Amount: $235,000.00 Date of Agreement: December 23, 2010 DESCRIPTION OF EXISTING INDEBTEDNESS. On January 23, 2009, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) ( "Note "). DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, Lender and Borrower have agreed to a temporary increase in the Principal Amount of the Note to Two Hundred Thirty Five Thousand and 00/100 Dollars ($235,000.00) until February 1, 2011. On February 2, 2011, the Principal Amount of the Note will revert to Two Hundred Thousand and 00/100 Dollars ($200,000.00). Any principal amount outstanding in excess of $200,000.00 will be immediately due and payable. A recorded mortgage lien against real property located at 407 Third Street, Enola, PA will be added to the Note as Collateral. PROMISE TO PAY. Stone House Auto Sales, LLC ( "Borrower ") promises to pay to Graystone Bank, a Division of Graystone Tower Bank ( "Lender"), or order, in lawful money of the United States of America, on demand, the principal amount of Two Hundred Thirty-five Thousand & 00/100 Dollars ($235,000.00) 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 January 1, 2011, 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 then to any unpaid collection costs. Borrower will pay Lender at Lenders 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 Lenders 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 Borrowers 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 loan will be calculated as described in the "INTEREST CALCULATION METHOD" using a rate of 1.500 percentage points over the Index. NOTICE:. Under no circumstances will the interest rate on this loan be less than 6.000% per annum or more than the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 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 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 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 Borrowers 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 Lenders 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 TOWER BANK, 1826 Good Hope Road Enola, PA 17025. 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 $250.00, whichever is greater. If Lender demands payment of this loan, and Borrower does not pay the loan in full within 20 days after Lenders demand, Borrower also will be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid interest or $250.00, 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 an additional 2.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply 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. LENDER'S RIGHTS. Upon Lenders demand, 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, Lenders reasonable attorneys' fees and Lenders 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 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 Lenders 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 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. CHANGE IN TERMS'AGREEMENT Loan No: 4000006852 (Continued) Page 2 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 all sums either. (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this 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 Lenders 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(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 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 Borrowers 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 Lenders 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. 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: STO (OUSE AUT SALES Seal) Failor, Manager of Stone House Auto Sales, LLC LENDER: GRAYS NE BANK, A DIVISION OF G STONE TOWER BANK X 7 they , Vice Presi ent UISM PRO l ndit. Vu. 55220.000 Capp. WbM Fi,vWl SoW WM U,c 1997, 2010. M RVft R� - PA MV R05URe1CFMK 020CFC 7R -nn PR-1 - CHANGE IN TERMS AGREEMENT s Borrower: Stone House Auto Sales, LLC Lender: Graystone Bank, a Division of Graystone Tower Bank 7086 Carlisle Pike Capital Region Carlisle, PA 17013'• 112 Market Street Harrisburg, PA 17101 i Date of Agreement: May Principal Amount: $235,0(0.00 9 y 17, 2011 DESCRIPTION OF EXISTING INDEBTEDNESS. On January 23, 2009, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of Two Hundred Thousand and 00/100 Dollars ($200,000 -00) ( "Note "). A Change in Terms Agreement was executed to on December 23, 2010 to temporarily increase the Principal Amount of the Note to Two Hundred Thirty Five Thousand and 00/100 Dollars ($235,000.00) until February l,'.2011. On February 18, 2011 a subsequent Change in Terms Agreement was executed to extend the temporary increase until May 1, 2611. DESCRIPTION OF CHANGE IN TFRMS. Effective the date of this Agreement, Lender and Borrower have agreed to an extension of the temporary increase in the Note to Two Hundred Thirty Five Thousand and 00/100 Dollars ($235,000.00) until August 1, 2011. On August 2, 2011, the Principal Amount of t6 Note will revert to Two Hundred Thousand and 00/100 Dollars ($200,000.00). Any principal amount outstanding in excess of $200,000.00 will be immediately due and payable. PROMISE TO PAY. Stone House Auto Sales, LLC ( "Borrower") promises to pay to Graystone Bank, a Division of Graystone Tower Bank ( "Lender"), or order, in lawful money of the United States of America, on demand, the principal amount of Two Hundred Thirty -five Thousand & 00 1100 Dollars ($235,000.00) 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 Lenders demand. Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning June 1, 2011, 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 then to any unpaid collection costs. Borrower will pay Lender at Lenders 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-d6y 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 Borrowers 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 loan will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 1.500 percentage points over the Index. NOTICE: Under no circumstances will the interest rate on this loan be less than 6.000% per annum or more than the maximum rate allowed by applicable law. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 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. t 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 law.. Except for the foregoing, Borrower may pay wit! #out 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 Borrowers 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 Lenders 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 TOWER BANK, 1826 Good Hope Road Enola, PA :17025. i 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 $250.00, whichever is greater. If Lender demands payment of this loan, and Borrower does not pay the loan in full within 20 days after Lenders demand, Borrower also will be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid interest or $250.00, whichever is greater. j INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this loan shall be increased by adding an additional 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 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. LENDER'S RIGHTS. Upon Lenders demand, Lender may, after giving such notices as required by applicable law, declare the entire unpaid prtncipal 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, Lenders reasonable attorneys' fees and Lenders 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 slay 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. 1 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 Lenders request to submit to the jurisdiction of the courts of Dauphin County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the exteni permitted by applicable law, Lender reserves a right of setoff in all Borrowers 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 CHANGE IN TERMS AGREEMENT Loan No: 4000006852 (Continued) Page 2 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 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 all sums either. (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this 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 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(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 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 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 parry 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. 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: S S S , B Seal) nal6 ,S. Failor, _ anager of Stone House Auto Sates, LLC LENDER: GRAY NE BANK, A DIVISION GRAY ONE W NK H t . Ha , ice Presid ULSB2 PRO teMng, Vw. 656A9.906 Cep. MaAM Fnwid SOIU1mec. I 1997, IOtt. N "MS R--e - PA OPRO9URE1CFI 029CFC TA'Wn PR -t CHANGE IN TERMS AGREEMENT Borrower: Stone House Auto Sales, LLC Lender. Graystone Bank, a Division of Graystone Tower Bank 7086 Carlisle Pike Capital Region Carlisle, PA 17013 112 Market Street Harrisburg, PA 17101 Principal Amount: $234,920.03 Date of Agreement: August 17, 2011 DESCRIPTION OF EXISTING INDEBTEDNESS. On January 23, 2009, Borrower executed and delivered to Lender a Promissory Note in the original Principal Amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00) ( "Note ") with a subsequent Change in Terms Agreement dated May 17, 2011 to temporarily increase the Note to Two Hundred Thirty Five Thousand and 00/100 ($235,000.00) until August 1, 2011. Interest is currently calculated at a Variable Rate of Lender's Prime Rate plus 1.50% with a 6.00% interest rate floor and is payable in interest only payments with principal due on Lender's demand. As of the date of this Agreement the outstanding principal balance is Two Hundred Thirty Four Thousand Nine Hundred Twenty and 03/100 ($234,920.03). DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement and as provided below, Lender and Borrower have agreed to term out the principal balance over ten (10) years at an initial five (5) year fixed interest rate of 5.49°/x. PROMISE TO PAY. Stone House Auto Sales, LLC ("Borrower') promises to pay to Graystone Bank, a Division of Graystone Tower Bank ( "Lender"), or order, in lawful money of the United States of America, the principal amount of Two Hundred Thirty-four Thousand Nine Hundred Twenty & 03/100 Dollars ($234,920.03), together with interest on the unpaid principal balance from August 17, 2011, 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 principal and interest installments of $1,928.42 each, commencing on September 17, 2011 and ending August 17, 2016 (payment based on a 180 -month amortization). From the date hereof until August 17, 2016 ( "Initial Fixed Rate Period ") interest will be fixed at 5.49 %. 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 Tower Bank's Prime Rate (as defined in Variable Interest Rate below) plus 1.00% with a 5.00% interest rate floor. 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 120 months. Such payments shall commence September 17, 2016 and shall continue until Maturity. All unpaid principal together with any unpaid interest and late charges will be due and payable at maturity, August 17, 2021. 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 Lenders 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 Lenders 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 Borrowers 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 loan will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 1.000 percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this loan be less than 5.000% per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrowers payments to ensure Borrowers loan will pay off by its original final maturity date, (B) increase Borrowers payments to cover accruing interest, (C) increase the number of Borrowers payments, and (D) continue Borrowers payments at the same amount and increase Borrowers final payment. INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 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 PENALTY. Upon prepayment of this Agreement, 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 principal amount- prepaid. - A prepayment fee -will not be charged on any amount (up to 10% of the current principal amount) prepaid within any loan year from internally generated funds. The term "loan year" is defined as any period of one year commencing on the closing date or any anniversary date thereafter. Except for the foregoing, Borrower may pay 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 Borrowers obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrowers 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 Lenders 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 TOWER BANK, 1826 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 failure to pay upon final maturity, the interest rate on this loan shall be increased by adding an additional 2.000 percentage point margin ( "Default Rate Margin "). The Default Rate Margin shall also apply to each succeeding interest rate grange 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 Defaults. 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 Lender by Borrower or on Borrowers 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 CHANGE IN TERMS AGREEMENT Loan No: 4000006852 (Continued) Page 2 false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the 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 which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. 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 Agreement within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (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 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 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 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 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 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. 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 obligations) 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 &the on inal obligation(s)-including accommodation arties; unless -a= a i ressl released b Lender in-writin A,n maker or- =_- ......._ g P P rty, is P Y y g; ,.� y 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 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. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. 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 AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT 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 AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS CHANGE IN TERMS AGREEMENT Loan No: 4000006852 (Continued) Page 3 AGREEMENT 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 AGREEMENT. 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 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: STONE HOUSE AUTO SALES, LLC By Sealj Donald S, or, a er a Auto Sales, LLC LENDER: GRAYST BANK, A DIVISION OF YST N TOWE BA X H r RNSa ce ide - - - Ul^af3i PRO loMYp, Ver. 65].f8A81 Copy. NnbnE Fiundl 8a4YOru, Inc 198], fIR I. M P.Vft Rewre6 -PA c RO5 TECF9lPL1O]9C.FC TR•2615 R61 VERIFICATION I, DENISE AHERNE- VENZK.E, being duly affirmed according to law, depose and say that I am Vice President for Susquehanna Bank; that I am authorized to make this Verification on its behalf and that the facts set forth in the foregoing Complaint are true and correct to the best of my knowledge, information, and belief. To the extent that any of the averments in the foregoing document are based upon the understanding or application of law, I have relied upon counsel in making this Verification. This Verification is made subject to the penalties of 18 Pa. C.S.A. §4904, relating to unsworn falsification to authorities. Date: G G �! l 3_ Denise Aherne - Venzke 3935644 0 T 11 iDPd0Tj-,�s ?01 JUL 26 PH 1:3p 1'!:1MBERLA,ND COUNTY BARLEY SNYDER PENNSYLVANIA William C. Colby, Jr., Esquire Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. , J a� FAILOR No./ �/ /y Defendants CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I, Keith Mooney, Esquire, Attorney for the Plaintiff, hereby certify to the best of my knowledge, information and belief that the name and current address of each party is as follows: The address of the Plaintiff, Susquehanna Bank, is 307 International Circle, Suite 600, Hunt Valley, MD 21030 - 13765. 'The address for the Defendants, Donald S. Failor and Michele L. Failor, is 429 Dark Hollow Road, Shermansdale, PA 17090. Respectfully submitted, BARLEY SNYDER By: William F. Colby, Jr., E uire Keith Mooney, Esqui 3935644 13 Al. 26 PH P: 4O CUMBERLAND COUNTY PE-N NSYLVANIA BARLEY SNYDER William C. Colby, Jr., Esquire Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. 3L� FAILOR No• �- Defendants AFFIDAVIT OF BUSINESS PURPOSE STATE OF MARYLAND ��++ ss COUNTY OF C.(L l d Before me, the undersigned authority, personally appeared DENISE AHERNE- VENZKE, who being duly sworn according to law, doth depose and say that the Promissory Note and Commercial Guaranty which is the subject matter of this Complaint for Confession of Judgment for money damages was entered into solely for business pury%es, and not for the purpose .of any personal, household, family or residential uses, as of the 4e Of this Afffdav' Denise Ahern - enzke SWORN TO and subscribed before me this / 7 day of , 2013. 4 r (PPlic 3935644 1 :5j Z, BARLEY SNYDER William C. Colby, Jr., Esquire Keith Mooney, Esquire � Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. FAILOR No. / 3 3 Defendants NON - MILITARY AFFIDAVIT STATE OF MARYLAND ss COUNTY OF Before me, the undersigned authority, personally appeared Denise Aherne - Venzke, who being duly sworn according to law, doth depose and say that Michele L. Failor, the Defendant, is not in the Military or Naval Service based on the following facts: Age of Defendant: 45 Last known place of employment: Unknown Last known place of residence: 429 Dark Hollow Road Shermansdale, PA as of the date of this Affidavit. e Aherne - Venzke SWORN TO and subscribed before me this 7 Lubl—ic o , 2013. ������i��i��t�l�so N t = ~ U �OJARV Pubo 3935644 Department of Defense Manpower Data Center Results as of: Jul -10- 201311:23:20 SCRA 3.0 Staff Report Pursuant to Servicemenilbers Civil Relief Act Last Name: FAILOR First Name: MICHELE Middle Name: L. Active Duty Status As Of: Jul -10 -2013 On Active Duty On Active Duty Status Date Active Duty Start Date Active Duty End Date Status Service Component NA NA f- ���- __,. -- NA This response reflects the individuals' acti ve dusty status based on Oie Active Duly Status Date Left Active Duty Within 367 Days of Active Duty Status Date Active Duty Start Date Active Duty End Date Status Service Component NA �:.��'NAj 4 :�l%r: �� NA This response reflects t the individual left actkduty status withinn367`days preceding the, Active Duty Status Date The Member or His/Her Unit Was Notified of a Future Call -Up to Active Duty on Active Duty Status Date Order Notification Start Date Order Notification End Date Status Service Component NA NA -' � f This response reflects whether the individual or hWher u nit h_a 'd notification to report for active dory Upon searching the data banks of the Department of Defense Manpower Data-Center; based on the information that you provided, the above is the status of the individual on the active duty status date as to all branches of the Uniformed Services (Army, Navy, Marine Corps, Air Force, NOAH, Public Health, and Coast Guard). This status includes information on a Servicemember or his /her unit receiving notification of future orders to report for Active Duty. HOWEVER, WITHOUT A SOCIAL SECURITY NUMBER, THE DEPARTMENT OF DEFENSE MANPOWER DATA CENTER CANNOT AUTHORITATIVELY ASSERT THAT THIS IS THE SAME INDIVIDUAL THAT YOUR QUERY REFERS TO. NAME AND DATE OF BIRTH ALONE DO NOT UNIQUELY IDENTIFY AN INDIVIDUAL. Mary M. Snavely- Dixon, Director Department of Defense - Manpower Data Center 4800 Mark Center Drive, Suite 04E25 Arlington, VA 22350 CD rn t'T't BARLEY SNYDER William C. Colby, Jr., Esquire ' 5; Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. / 3 ` / l/ I ✓ FAILOR No. `� 7 7 CC�� Defendants NON - MILITARY AFFIDAVIT STATE OF MARYLAND ss COUNTY OF ( ) m Before me, the undersigned authority, personally appeared Denise Aherne - Venzke, who being duly sworn according to law, doth depose and say that Donald S. Failor, the Defendant, is not in the Military or Naval Service based on the following facts: Age of Defendant: 48 Last known place of employment: Stone House Auto Sales, LLC Last known place of residence: 429 Dark Hollow Road Shermansdale, PA as of the date of this Affidavit. Denise Aherne - Venzke SWORN TO and subscribed before me r!`li illiiiifl�r����� y thi day of , 2013. mF� "o E, go0�e ®6" N ry Public - m•� y: O '; "UBLIG Q •. - '05 -20 5.•' / / / /llfllllll 3935644 v-- Department of Defense Manpower Data Center Results as of: Jul-10-2013 11:21:25 SCRA 3.0 Stator Report F�:t to Servicmembm Civil Relief Act Last Name: FAILOR First Name: DONALD Middle Name: S. Active Duty Status As Of: Jul -10 -2013 On Active Duty On Active Duty Status Date Active Duty Start Dale Active Duty End Date Status Service Component NA NA ! I' This response ret / eds'the / in / dividuals' active duty st9L_based on ihe.Adrve Di Status Date Left Active Duty Within 367 Days of Active Duty Status Date Active Duty Start Date Active Duty End Date Status Service Component NA 1' .... 'N NA This response reflects where 4IndlVidual left act';duly status yA hin'367 days preceding the Active Duty Status Data The Member or HislHer Unit Was Notified of a Future Call -Up to Active Duty on Active Duty Status Date Order Notification Start Date Order Notification End Date Status Service Component i NA .NA.�ii_ � 1 _ •�� -.:'� `No �1/ NA This response reflects whether tfie ih_dividual or his/her unit h a s�r ec g eived - earty n06fii1tim io report for ..live duty r - Upon searching the data banks of the Department of Defense Manpower Data - Center; based on the information that you provided, the above is the status of the individual on the active duty status date as to all branches of the Uniformed Services (Army, Navy, Marine Corps, Air Force, NOAA, Public Health, and Coast Guard). This status includes information on a Servicemember or his/her unit receiving notification of future orders to report for Active Duty. HOWEVER, WITHOUT A SOCIAL SECURITY NUMBER, THE DEPARTMENT OF DEFENSE MANPOWER DATA CENTER CANNOT AUTHORITATIVELY ASSERT THAT THIS IS THE SAME INDIVIDUAL THAT YOUR QUERY REFERS TO. NAME AND DATE OF BIRTH ALONE DO NOT UNIQUELY IDENTIFY AN INDIVIDUAL. Mary M. Snavely- Dixon, Director Department of Defense - Manpower Data Center 4800 Mark Center Drive, Suite 04E25 Arlington, VA 22350 J MOD C- ; C) BARLEY SNYDER J, William C. Colby, Jr., Esquire Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. 7 V / / / 3 1 5 ( / FAILOR No. 7 7 Defendants NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: MICHELE L. FAILOR DATE: JULY 2013 A judgment in the amount of Two Hundred Fifty -four Thousand Six Hundred Forty -six Dollars and Fifty -five Cents ($254,646.55), plus interest at the per diem rate of $33.54, from July 10, 2013, and costs of collection has been entered against you and in favor of the Plaintiff, Susquehanna Bank, 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. 3935644 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. Cumberland County Bar Association 34 S. Bedford Street Carlisle, Pennsylvania 717- 249 -3166 Respectfully submitted, BARLEY SNYDER By William F. Colby, Jr., Esquir Keith Mooney, Esquire Attorney for Plaintiff 3935644 SUSQUEHANNA BANK, SUCCESSOR COURT OF COMMON PLEAS OF BY MERGER TO GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA V. CIVIL ACTION — LAW DONALD S. FAILOR AND MICHELE L. FAILOR No. 1 � Defendants NOTICE (X) Notice is hereby given that a judgment in the above -ca tioned matter has been entered against you in the amount of $254,646.55, on July , 2013. (X) A copy of all documents filed with the Prothonotary in support of the within judgment are enclosed. �r, , Pro %on ary I" i vision By: If you have any questions regarding this Notice, please contact the filing party: NAME: William F. Colby, Esquire Keith Mooney, Esquire Barley Snyder ADDRESS: 50 North Fifth Street P.O. Box 942 Reading, PA 19603 TELEPHONE:(610) 376 -6651 (This Notice is given in accordance with Pa.R.C.P.236.) NOTICE SENT TO: NAME: Donald S. Failor and Michele L. Failor ADDRESS: 429 Dark Hollow Road, Shermansdale, PA 17090 3935644 E Pri0l'}� "��ZCiltr1'' 20 JUL 26 � �: IMBERLAND C,�U,a'T'7 PEZV�a4S YEVANIA BARLEY SNYDER William F. Colby, Jr., Esquire Keith Mooney, Esquire Court I.D. No. 46880; 74001 50 North Fifth Street, P.O. Box 942 Reading, PA 19603 -0942 (610) 376 -6651 Attorney for Plaintiff SUSQUEHANNA BANK SUCCESSOR COURT OF COMMON PLEAS OF TO GRAYSTONE BANK, a Division of CUMBERLAND COUNTY, Graystone Tower Bank PENNSYLVANIA Plaintiff CIVIL ACTION — LAW V. CONFESSION OF JUDGMENT DONALD S. FAILOR AND MICHELE L. FAILOR, No. Defendants ENTRY OF APPEARANCE Kindly enter the appearance of William F. Colby, Jr., Esquire, Keith Mooney, Esquire, and Barley Snyder on behalf of Plaintiff, Susquehanna Bank, in the above - captioned matter. Serve all papers at 50 North Fifth Street, 2nd Fl., P.O. Box 942, Reading, PA 19603 -0942. Respectfully submitted, BARLEY SNYDER By ,. William F. Colby, Jr., Esquire Keith Mooney, Esquire Attorney for Plaintiff 3936173 -1 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff at�-erRrafac '' Jody SSmith �pr.+.�ut� �",�yr�� ';- i {'{� ('�y+� 'r�'tt>�ryt `f��� • Chief Deputy S {Y LIJ Richard W Stewart Solicitor OFFiCEO=r� $3 Virr ;,' i4BERLAiaB- 00UHITY PEWlSYLVANIA Susquehanna Bank Case Number vs. Donald Failor(et al.) 2013-4434 SHERIFF'S RETURN OF SERVICE 07/26/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Michele L. Failor, but was unable to locate the Defendant in the Sheriffs bailiwick.The Sheriff therefore deputizes the Sheriff of Perry, Pennsylvania to serve the within Complaint in Confession of Judgment according to law. 07/30/2013 02:20 PM -The requested Complaint in Confession of Judgment and Notice 2958.1 served by the Sheriff of Perry County upon Donald Failor, husband, who accepted for Michele L. Failor, at 492 Dark Hollow Road, Shermansdale, PA 17090. Carl Nace, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.00 SO ANSWERS, August 02, 2013 RbNW R ANDERSON, SHERIFF ici C0urr1vS0o Sheritr.Te!eosott.!rc. Susquehanna Bank IN THE COURT OF COMMON PLEAS OF THE 41st JUDICIAL DISTRICT OF PENNSYLVANIA, PERRY COUNTY BRANCH Versus Michele L. Failor No. 2013-4434 Cumberland Co. SHERIFF'S RETURN And now July 30 , 2013 : Served the within name Michele L. Failor the defendant(s) named herin, personally at her place of residence in Carroll Twp-429 Dark Hollow Road, Shermans Dale, Perry County, PA, on July 30, 2013 at 2:20 o'clock PM by handing to Donald Failor, defendant's husband 1 true and attested copy(ies) of the within Complaint in Confession of Judgment and made known to him the contents thereof Sworn and subscribed to before me this day of So answers Prothonotary Deputy Sheriff of Perry County M ONWEALT PENNSYLVANIA NOTARIAL SEAL JOY S.ZERANCE,NOTARY PUBLIC NEW BLOOMFIELO BORO.,PERRY COUNTY MY COMMISSION EXPIRFc VIARCH 6,2014