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HomeMy WebLinkAbout12-5240 ~~~j~ ~-~~Q~a;~~ ~ i ct~t~Ist'''~ ~ 2 1 f : ~ ~ BARLEY SNYDER LLP r~s.~~F~ Trol1B. RideroEs~uireEsquire ~'L~~~9SY~DA~ A~'~7, Y ~ q Court I.D. No. 46880; 206319 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW SLEEP DISORDER CENTERS OF nn a C(Ul CENTRAL PENNSYLVANIA, INC. No. I O`' s°~~ De endant CONFESSION OF JUDGMENT Pursuant to the authority contained in the Warrant of Attorney, a true and correct copy f which is attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in favor of the Plaintiff and against the Defendant, as follows: Principal Balance $ 36,501.88 Interest to and including 8/9/12 1,012.28 Late Fees 500.00 Other Fees (prepayment penalty) 730.03 Attorneys' Fees 3,751.42 Total $ 42,495.61 Interest continues to accrue at the per diem rate of $8.87 from August 9, 2012, plus lat fees, and costs of collection. BARLE DER L By: William F. y, Jr., squire Troy B ider, Esquire ~ sl3 ~ 3649957 n a~ ~a~ _ . L Mn;~P ~ >0; F1 k~t l~s~` ~f~Ofil~ICINO~~p=~ ~~~~~~17 ~~.~~~5YLtrAN~A BARLEY SNYDER LLP William C. Colby, Jr., Esquire Troy B. Rider, Esquire Court I.D. No. 46880; 206319 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW SLEEP DISORDER CENTERS OF - ~ ~ p C~ ~l CENTRAL PENNSYLVANIA, INC. No. , De endant COMPLAINT CONFESSION OF JUDGMENT 1. The Plaintiff, Susquehanna Bank, Successor by Merger to Graystone Bank, is a banking corporation maintaining an address of 1826 Good Hope Drive, Enola, PA 17025. 2. The Defendant, Sleep Disorder Centers of Central Pennsylvania, Inc., is a Pennsylvania corporation with a registered address of 2250 Millennium Way, Enola, PA 1702 . 3. On November 17, 2008, for value received, in connection with a commercial to , and not a consumer transaction, Central Pennsylvania Pulmonary Associates, 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 One Hundred Thousand Dollars ($100,000.00), plus interest and late fees thereon as therein 3649957 I _ _ provided. A true and correct copy of the Note is attached hereto, made a part hereof, and marked Exhibit "A." ~II 4. As security for the payment and performance of the obligations of the Business under the Note, the Defendant executed and delivered to the Plaintiff a certain Commercial Guaranty (the "Guaranty"), dated March 15, 2011; 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 Disclosure or Confession of Judgment is attached hereto, made a part hereof, and marked Exhibit "C". 5. The Business is in default because the Business has failed, refused, and continu s to fail and refuse to pay the amount due Plaintiff as demanded by Plaintiff under and pursuant t the Note. 6. As a result of the default of the Business under the Note, the Plaintiff enters judgment against the Defendant. 7. Judgment has not been entered on the warrant of attorney contained in the Guaranty in any jurisdiction. 8. The Guaranty has not been assigned, and the Plaintiff remains the holder hereof 9. Judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. 10. An itemization of the amount due and owing to the Plaintiff by the Defendant under the Guaranty, as of August 9, 2012, is as follows: Principal Balance $ 36,501.88 Interest to and including 8/9/12 1,012.28 Late Fees 500.00 Other Fees (prepayment penalty) 730.03 Attorneys' Fees 3,751.42 Total $ 42,495.61 3649957 2 ~l~C~~t~lS~tiC~F~`~r f~OT - BOrrower: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK 2250 MiNennium Way Capital Region Enola, PA 17025 112 Market Street Harrisburg, PA 17101 Principal Amount: 5100,000.00 Date of Note: November 1 , 2008 PROMISE TO PAY. Central Pennsylvania Puknonary Associates, LLC ('Borrower") promises to pay to GRAYSTONE BANK ("Lender"), r order, in lawful money of the United 5tatss of America, the principal amount of One Hundred Thousand 001100 DoNars (#100,000.00), together with interest on the unpaid principal balance hem November 17, 2008, calculated as described to the 'INTEREST CALCULATION ETHOD" paragraph using an interest rate of 8.750% per annum based on a year of 360 days, unit! paid in full. The interest rate may chang® nder the terms and tend"rtiona of tfis "INTEREST AFTER DEFAULT' section. PAYMENT. Borrower will pay this loan in 58 payments of #2,069.44 each payment and an irregular last payment estimated at # 069.59. Borrower's frcst payment is due December 17, 2008, and all subsequent payments are due on the same day of each month a er that. Borrower's final payment wiU be due on November 17, 2013, and wiN be for all principal and all accrued interest not yet paid. Paymen Include principal and interest. Unless otherwise agreed or required by applicable law, payments wiq be appfled fiust to any accrued unpaid int t; then to prktclpal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown a ve or at such other place as Lender may designate in writing. INTEREST CALCULATION METHOD. ktterest on this Note is computed on a 365!360 basis; that is, by applying the ratio of the int rest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal lance is outstattding. All interest payable under this Note is computed usetg this method. PREPAYMENT PENALTY. Borrower agrees that ell 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 paymerrt (whether volurrtary or as a result of defauh}, except as otherwise required by la Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: A prepayment fee wiq be charged if the Note is p epaid, in whole or in part, during tfie fixed rate period. The fee wiU be calculated at two percent (2%) of the principal amount prepaid. Exc t for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it is due. Early payments wilt not, unless agreed to by ender in writing, relieve eorcower of Borrower's obligation to corrtinue to make payments under the payment schedule. Rather, early pay nts will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to sand Lender payment marked "paid in full", "without recourse", or similar language. ff 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 c nceming disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of th amount owed or that is tendered with other conditions ar limitations or as full satisfaction of a disputed amount must be mailed or deli ered to: GRAYSTONE BANK, 112 Market Street Warcisburg, PA 17101. LATE CHARGE. If a payment is 15 days or more fate, 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 Note shall be increased y 2.000 percentage points. If judgment is entered in connection with this Note, interest will continua to accrue after the date of judgment at t e rate in effect at the time judgment is entered. However, in no event will the interest rate exceed the maximum interest rata limitations under plicable taw. DEFAULT. Each of the following shall constitute art sverrt of default {"Event of Default") under this Note: Payment Default. Borrower faits to make any paymerr[ when due under this Note. Other Detauhs. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this ote or in any of the related documents or to comply with or to~perform any term, obligation, covenant or condition contained in any other a reement between Lender and Borrower. False Statements. Any warcarrty, representation or statement made or fumished to Lender by Borrower or on Borrower's behalf u der this Note or the related documerrts is false or misleading in any material respect, either now or at the time made or furnished or bete es false or misleading et any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdr s from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of orrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor orkout, 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 bl' judicial proceeding, elf-help, repossession or any other method, by any credhor of Borrower or by any governmental agency against any collateral securing he loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Def uh 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 c editor or forfehure proceeding and if Borrower gives Lender written notice of the credhor or forfeiture proceeding and deposits whh Lender onies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an dequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtednes or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the inde tedness evidenced by this Nota. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of pa ant or performance of this Note is impaired. Cure Provisions. If any default, other than a defauh in payment is curable and if Borrower has not been given a notice of a brae h of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written no ce from Lender demanding cure of such default: (1) cures the default within fifteen {15) days; or (2) if the cure requires more than fi en i15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and t ereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably pracrical. LENDER'S RIGHTS. Upon defauk, Lender may, after giving such notices as required by applicable law, declare the entire unpaid rincipal balance under this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ~1:~BLT A _ _ PROMISSORY NC)T'E Loan No: 4-&582 (Continued) Page 2 ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help called this Note if Borrower does not pay. Borrowe wilt pay Lender that amoum. This inc)udas, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal xpenses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings (including efforts to edify or vacate any automatic stay or injunction), and appeals. If not prohibked by applicable law, Borrower also will pay any court costs, in a dition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trig) in any action, proceeding, or counterclaim brought by eith r Lender or Borrower against the other. GOVERNING LAW. This Note wAl be governed by #ederal law appGcabk to Lender and, to the extern not preempted by federal law, th taws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lend r 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 Dauphi County, Commonwealth of Pennsylvania. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accourns with Lender whether checking, savings, or some other eccoum). This includes all accounts Borrower holds jointly with someone else and all accounts Borr war may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be pro ibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness ag lost any and all such accounts. SECURITY. All collateral (as herein defined) is security for this Note and any renewals, extensions and modifications thereof, and the ayment, performance and discharge of all other present or future indebtedness, obligations and undertakings {whether individual, joint, sever I, direct, contingent or otherwise) of the Borrower to or for the benefit of Lender, whether arising directly to Lender under this Note or under ny other agreement, promissory note or undertakings now existing or hereinafter ernered imo by the Borrower to the Lender. The term (lateral" includes all tangible and intangible property (i) described in any mortgage, pledge, assignment or other security document separately ex cuted in favor of Lender, and (ii} in which a security interest has been grarned to Lender. pursuarn to this Noie. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-coUaterelized/cross-defaulted with all other loans from Borrower, r any of Borrower's related entities, to Lender. If at any time there is a default under this loan, a(! bans will be considered in defauh and all ou standing 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 represe tatives, successors and assigns, and shell 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, guaramees or ndorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the ter s of this Note, and unless otherwise expressty stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation aker or endorser, shall be released from li~ility. All such parties agree that Lander may renew ar extend !repeatedly and for any length of me) this loan or release any party or guararnor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; nd take any other action deemed necessary by Lender without the consent of or notice to anyone. Al) sucfi parties also agree that Lender m modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under is Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, rc will not affect the enforceabil' of any ather provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY R THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A Y TIME FOR BORROWER AFTER A DEFAULT UNDER TH)S NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JU GMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND A Y AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WIT COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OFTEN PERCENT f10%1 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTER ST FOR COLLECTION, BUT 1N ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5600) ON WHICH JUDGMENT OR JUDGMENTS NE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVI SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE 70 CONFESS JUDGMENT AGAINST BORROWER SHALL OT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND A7 ALL TIMES UNTIL PAY ENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT 80RROWER MAY HAVE TO NOTICE R TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF ENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HA BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PR10R TO SIGNING TH15 NOTE, BORROWER READ AND UNDERST000 ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES O THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGF~ RECE)PT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND tT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTCfUTE AND HAVE THE EFFE 7 OF A SFJ~LED INSTRUMENT ACCORDING TO LAW. BORROWER: CENTRAL PENNSYLVANt PU ONARY ASSOCIATES, LLC By. i' ~ {Seaq T'unothy bar o ntral Pennsyhrdn~ Pulmon A es, LLC ~I i PROMISSORY NOTE ' _ loan No: 46582 {Continued) 'Page 3 LENDER: GAAYS7~NE B NK X Mints c. Vice Pr id uun vxo .rap, vw. s.u.m.oo~ corr. we.ne nerkW ealwe.a ins. un, mee. .u etphn ne....e. . ra 9ayrs~iniCFelRWm.FC nsxem me COMMERCIAL GUARANTY Borrower_ Cerrtrai PmnsyManla Pulmonary Associates, t.L.C Lender: ~t ~B~aok, a Dtvbim of Graystona Tower Bank ZZOO ~terxrium Way 4 _ Enoia, PA 1702.5 1121Earftet Sheet Harrlsbtug, PA 17ie1 GUarentor: Sleep Disorder Centers of Central Pennsylvania, Inc. rzsD ti~fenNum way . Enola, PA 17025 COMTItW11NG GUARANTEE OP PAYMENT AND PF.RFORIIANCE Frx good and vakrable consideration, Guarantor absoki6ety and urrconditiorraly gtrararrtees full and ptuxYrrd payrrreM and setisPaction of the indebtedness of Bonvwer m Lander, and ttm perfomwr?ce and dischetge of ap . .;..Borrowers obligations under the Note and the Rekrted Oocvrrronte. lhk is a guaranty of paymart and performance and not of c~lbdbon, so , lender an extforoe this Guarenty against Guarantor even when tender has rat exhaturbd Lsrrdar's rerrredies against anyone else obligated to pay the indebtedness or age6st any oollaterei scarring the Indebtedness, th>B Guaranty or arty other grmrarriy of the Indebtdness. Gtrernnmr call matte any payments m tender or its order. an demarxl, b legs) tender of the United States of America, fn same-day funds, without set-ail or deduction or wunt+erda'un, and will otherwise perfume Borrowers abAgatiorts under ihs Note and Related Dacurrrents. Under this Guaranty, . Guarantors ibbfUty is unfarrited and Guaranmrs obligations are corrtitwing. INDEBT~NESS. Theword -Mdebtadness" as used in 1hEr Guaranyy means aq of the prMdpel amount otrtatandirrg Iran time m time and at any oae or more times, aoatred unpaid k?terest thereon and aA colbetion ousts and bgel expert$as related thereto permitted by law, reasonable . attomays' fees, erasing from any and ati debts, GaHrlities and oblgatione of every rtatwe or form, now etdstirtg a lre~eafler arising rX acquired, ' 'that Borrower irdlviduaUy or cdleetivety or intert~mrrgeatrty with others, owes or wr'll owe Lerxier. 9ndebledness" incf»des, wlthad timttation. loans, advances, 4etrts, overdraft indebtedness, credit mid kdel, lets9e obigatlorrs, Itabilties and oblgatlons urdx arty Interest rate protsrifon agrnenrerris or foreign wrrer?cy exchange agreements tX corrxrrodlry prim pmtedton agreemertta, otl~er obilgationa, and lleb'iDes of Borrows( and any present or future judgments against Harrower; ftrMe advances, bane or Vansadlons that renew, extend, modify rslinanm, txmsoSdate or substitute these debffi, iiabllides and oWigatlons whether: voNmtarity or imroitrrrtariy inasrad: due rx m become dire by their farces or acceferetior~ absolute ar auttingent; liqukiated or unAquidabed; detmtnbed or sndetarrrrirted• direct or indirect; Primary or secondary in d natun: or arising from a guaranty or surely; warred or uresectrred• joint or several or joint ant severd; evidenced by a negotiable or non-negotFable inetrrxnent or wrfling: originated. by Lender or another or others: barreli ar unenforceable againt i3onrnrrer fw ~y re~on - : ,whatsoever, for any Laneadiorrs that may Ire vedette foe any r+aason (such as infancy, Insanity, ulna vkes or otiterwiser and arir,~'rated Sfien reduced or extinguished ettd then afterwards incraased or relnstatasi. ='-If Lender presently }aids one or more guaranties, or hsraafler receives additional from Guarantor, Lender's rights under at guaranties - t' sf~1 be txurrulativie. ~7his Guaranty shall not (udess speaT+aJly presided bebw to the contrary} at6ed or invalidate arty such other guaranties. r . Gtrararrbrs Iiabifdy wNt be Guarantors aggregate NabAiy under the terms of tlris Guaranty and any such otl~er urrtermfrreted guerar>tlee. ' CQNfittUlNG GUARANTY. THIS IS A 'CONTINUiNG GUARArlTY" IA~IOFJt WHICH GUARNV'fOR AGREES TO GUARAL+ITtf THE FULL AND _.•.PUNCTUAL PAYMEIJT, PB2WRMANCE AND SATISFACTION OE THE INDEBTEDNESS OF BORROWER TO LENDER, NOW IX1SCENG OR .HEREAFTER ARiSpJG OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDidGLY, ANY PAYMENTS MADE ON THE ItdD~TFDMESS WtI.L NOT DISCHARGE OR DIMINISH GUARANTORS OBLIGATIONS AND LIABILITY UNDER Tii1S OLiARANTY FOR ANY REttAMIh1G AND StlCCEEDING~ItVDEBTEDNESS EVEN WHF1J ALL OR PART OF THE OUTSTANDING It~EBT'EDtJESS MAY BE A ZERO 13AL.NN(d: FROM TIME TO TIME. :DURATION DF GUARANTY: This Guaranty will take effect when received by Lender without the necessity of any arxeptance by Leader, or any ¢atice to Guaranmr a m Borrower, and wig contktue {n full farce anti aN the Indabtadrress incurred w contracted before rstxipt try Lender of arty notice of revocation shaD Rave tiaen fully and finally paid and satisfied and ap of Gtrarantors other oblgatione under this Ouararriy shall have - been performed in full. Ef 6traranmr sleds m revoke thLs Guaranty, Grrtwartmr may only do so in writing. Guarantors written notice of rewtatiori must be nreiled to La+der, by certified mail,. at Lerrdars address listed above or such other piece as Lender may designate irr writing. VJrittesr revocation of the Guararrty.will aPPN bey m new Indebtedness seated attar actual receipt by Lender of Guaranla'a written revocation. f'or. this purpose and without Bnx'tation, the term 'new irxtebtedness" does not inducts the t~debtedrtess which at the time of notice of revocation is contingent, unliquidated, undetermined or. not due and which IaRer bacotrras absolute, Iicprktatnd, determined or due. For this puryosa and without Ilmitation, flew Indebtedness" does not inckxin ap or pert of the Indebtedness that is: kxxrrred by Borrower prior to revocatiart; irrprrred under a comm@lsrerrt that became binding before revocation; any renewals, mdenelons, sube>~ions, and tbns of the indebtedness. This Guaranty shall Wed Guarantor's estate as m the Mdebtedneas created both before and after Guarerrta`s death ar incapadty, regardless of Lenders aeLeat nodtoe of Guarantors death. Srrhjerl to the tbregoing, Guaranmrs execumr ar adm6ristramr or ottrer legal rspresentativa may terminate this Gtrarerrty in -the same manner 4n which Gtrararrtor might have terminated ft and wkh the same ethect • Release of arty other guarantor or termination of any other guaranty of the. indebtedness shall not ailed the liabfllty ~ Guaranmr under this Guaranty. A revocation Lender receives from any one or more Guerarrtors shall cwt stied the 6abpity ofi any rettrainitrg Cstrarahtors under this Guaranty, tt is an8apatad tJmt fluctuations may occur in tf» agyrsgaa amount of the 4rdsbtodtrsas covered by this Guaratty, acct Guarantor speclRcatty admtwiedges acct agrees that reductions in the amount of the Ndsbtadnaa; even m zero ttoiars {0.00), atrstl not wrrstibrte a terrrr4raifoa of this Guaanty. This Guaratty is binding upon Guvatt<or and GuarsrRa's heirs, srraxesors and assigns so long as any of the Indebtedness renrairrs rarpaid and even though ttte indebtedness mfr from time to time tie zero ddlars {SD.OD}. GUARANTORS AUT}IORIZATION Tn (.J;t~F3L Guarantor authorirea Lander, either beftxe or after any revowtlon hereof, without rrotiae or demsd and wkhout lessening Guarantors ItabDity under Nrfs Gwranty, from terra fi lane: (A) ptlor to revotaTOn ea set forth above, to make ' ' 'one or more addttlortal secured or unsecured bans to Borrower, m lease equipment or other goods m Borrower, or othenr+lae to extend additional credk fn Borrower, (B) m alter, corrrProrrtise, renew, exdard, aooelerate, or othervvise change one ar more limos the time for payment br slicer karrrrs of the lndeb or any part of the Irde!>tiedrreas, irrdtdarg inaeases and decraases of the rate of•interest on the indebtedness, exiensbns may be repeated and may be for kxrpsr than the nri~hal ban term; (C) m take and hold ssarrity for the payrrreni of S~is Guaranty or the Indebtedness, and exchange, enforce, waive, subtrnd'nete, tai or 6eade not to perfect, and relmse any such security. vrttfi or. without the subsHtrtion of raw collateral;. {D) to release, substi0ds, agree cwt m sue, or tle~ with any one or more of Borrowers stashes, endorsers, or ott»r guaranttxs tin any terms or b any manner Lender may t9rooae; (E) m detdmina how, when and what applicatlon of : paymer~ and crediffi shall be made on the Indebtedrreas; (E7 to apply such setxatty acrd direct tiro order or manner of sale thereof, krduding p±tthout (imitation, any nonjudicial sale pemritted by the terms of the mntroBing security ayeement ar deed of Vast, as Lender in Its ttisc7etion irtiay determine; (G) m sell, transfer, assign or grant Participations in eq or arty part of the Indebtedness; and (H} to assign or transfer this Guacardy in whole or in ;part . GUARANTOR'S REPR6SEMTA110NS AND WARRANTIES. Guarantor repreaants and warrants to Lender that U) no n9prsaenteuons or iagreematrts of any kkrd, have been made to Guarantor which would limit tx quality En arty way the terms of this Guaranty; (B) Shia Guaranty is execaded at Borrcrwer's request and. eat at the request of Lender, (C) Guarantor has fail power, right and authority to enter into this Guaranty-, , E~~1~~~1~' B _ I COMMERCIAL GUARANTY ;Lean No: 4000Ot36S82 (Continued) Page 2 (Q)' the previsons of this Guertartty do not oontict with w result in a ddault under any agreertrant w othm irtstrumarrt binding upon Guarantor :and do not result in a violation of arty law, rogttlatbrt, court decree or order appliis.bta to Gttarardor, {E) Guarantor has not and will not, witltat~t the prior written consent of Lender, eel, lease, assign, enwmber, hypothecate, transfer, or otherwise dispose of al or strbstanfially al of Gtmrarttors assets, w arty interest therein: (F7 upon Lertdera request, Guarantor un'il provide to (..ender firtautdai and credit inforrnatlon in iorrrt ;acceptable to Lander, and al such tinandat inforntetion which currently hea bean, and all future tktattdal information which wAl be provided to [.:ender Fs and will be true and oorract b ap tnetedal respects arcl tally present Guaratttor'a firtattcFal cottdttlort as of the dates the linandal 'Information is provided: (G) no matelal adverse ehage has oaxrrred in Guarantors fittanda~l ooltdtlon sirtoe the date of the ttw~ recent :fmsrtctel stetemettta provided to Lender acct rto event rtes occurred wtttctt may rttatarielry adversary affect Guerarttot's tinenrJai cortdtiort; {H) no gtlgation, claim, invtlan, administrative procreeding or similar act(ort {Indudin9 those far unpaid taxes) against Guaranororr is pending or . ' tlttteatexted; (t) Lender ttes.trtads no ttatlon to Guarantor as >n the credlNvorthlness of Borrower; and (3) Guarardor has esleblshed adegtmta means of obtaining from Borroterar on a conttrrting bas's information regarding Borrowers firtertdel cartdiffort. Guarantor agrees to keep adequately informed from such means of arty fads. events, or ~ which might in any way atTed Guarantors risks under lttis :CUefanty. and Guarantor further agrees that Lender shall have no obflgatlon to cfisdosa to Guarantor any Information or documents acquired by tender in the cease of its relationship with Borrotwer. . GUARANTOR'S FlNANCWLSTATEMENTS Guarantor agrees iti famish Lender with the foflowing: Tax Rahatts. As soon as avaiable, trot bt no event later than one-Mindred-twrenty (120) days alter the appflcatsls fling data for the tax reporting Period ended, Federal and ottrer gwernrnental tau retains, prepared by a ratified pubic accountant sattsfadory to t_ectder. %UI financial reports required to be provided tinder this Guaranty shell be prepared In accordance with GAAh, applied on a aonsisteni basis, and :certiTted by Gtmrarttw as t>eirtg true and correct . GUARANTOR'S WAVERS. Percept as prohibited by applicable law, Guarantor waNes any tight to require Lender (A) to oattlnue lending money or to extend other crtedit to Borrower; (B) to rnske any preserttntatt, protest, demand, or notice of any kind, includ6tg notice of any . nonpeynrent of the Irtdebtadrtma or of any nonpayment rotated to any cdlatarat, or notkx of arty action or rtonaction on the part of Borrower, Lender, arty seeety, endorser, or Wher gtrararttor in comedfon with itte Indebtedness or in oomedbn with the creatlon of new w addHionai - bens or obligettons: (C) to resort for payrtta»t or to P? directly or at once against any person, including Borrower w any other guaantor, (D) to proceed directly against or exhaust any feral ttatd by Lender from Borrower, any ottteir guarantor, or any other person; (E7 to give slice of the fertns, time, and pieta of any public or private sale of personal property searrtty held by Leader from Borro+nrar w to with any other aPplcabla previsions of the linifonn Commercial Code; (F~ to pursue any other remedy within t~rtders power, to (G) to commit arty ad or omission of arty Idrtd, or at any lima, with rasped tq airy matter whatsoever. Guarantor also lvaives any dad ati rigttls or defenses based on staefyship or irrtpainnertt of ooilaAerat irx:ludLig, but riot (Finked to, any rights ar . iJelartaas arising 6y ratasort of (A) .arty 'one albs" ar "anti-delkaency' taw or arty atl~er law which may preverrt Lender from bringing any adios, incktdirtg a r9airrt for dr~idency, against Guarantor, before or after Lenders oommencemertt w corr>pte{ion of any foredosuta albs, either Judfdaly w try exercise of a power of sale; {B). any election of remedies try Lender which desbioys or otherwise adversely atfecls Gtrararttors subrvgaGort rfgttts or Guarantors rights to praaeed egatret Borrower for reirrthucsdnent, inductlng without limitaliort, any loss of rights Guarsntor may suffer try reason of any law NMdng, ytwlNying, or diacttagirtg the Indebtedness; (C) arty disablity w other dsferm of Borrower, of any otl+er guarantor, or of airy otfrer person; or by teaser of the oeasetlort dt 13oROnuare liab7tly frnm any c~stne whatsoever, outer thtirt payment in full in legal tender, of the Indebfe~tess; (D) any right to rhrim dlsdtarge of the indebtedness on the heels of t.xtjusifGad impairment of ary colaterm! for the Irxiebtedne~; (E~ any statute of flmitatlons, if ai any time any albs or suit brought by Lender against Grterantor is commenced, there is otAStsnding Indebtedness which is not barred by arty appicabb statute of lirnifaMarn; or (F~ any defenses given to guararttora at taw or in aqunY curer titan actual .payment and PeAbtmance of the Indebtedness. tf payment is rrrade by Borrnvrer, whether voltmtatty w atherubse, or tsy arty ltdrd Party, on the indebtedness and thereafter Lander is fond m rerrtR the amount at' that payrttmtt to.Bor[ower'a tNStHe hr banbuptcy ar to any simile person under arty federal or state bankruptcy law or law for the relief of debtors, the • Indebtedness sha8 be cortsidared unpaid for the purpose of the enforrerrtmtt of this Guaranty. Guarantor furttrer waives and agrees not to easel or claim at any time any deductions to the amount guaranteed under this Guaranty for any idakrt of setoff, oounYer+claim, Catatter demand, recoupment or sirrular right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor. or both_ GtYARAtdTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guararrtor warrants and agrees that each of the waivers set forth above is made-with Guarantors tali imowledge of its significance and corssequertoes and that, trader the circumstances, the waivers are rttwsorrahle and sat conitatry 1o ptrbflc policy of law: if arty such wafvw ss determined tb be contrary to arty appfleabb law or public poiiry, such waiver shall be affective only,to the extant pem•timad by law w publa poi'tcy. RIGHT OF SEEOFF. To the eXtBnt pamiited by applicable Few, Lender resolves a right of setoff in al Guarantors accounts witlr Lender (whether. dzedcing, savings, w same other accounts Thla inductee all accarnts Guarantor holds joLitly witFt someone else and al accounts Geierentor may open in ttrs future. However. this does riot include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibihsd bylaw. Gtta-antor atrtF~ortzes larbtx, to the rxtent permitted 6y applkable taw, to hold these funds if there is a default, and Lerttfer may apply the funds in these accarutte to pay what Guarantor owes under the tams of this Guaranty. SliBOFtDWATION OF BORROYVER'S pEBTS TO GUARANTOR. Guartmtor agrees that the Indebtedness, whether now existing or hert~tter mad, shall Da superbr to• any ctavrrt that Guararttw may crow have or hereafter aoquiro against Borrower, whether or not Borrower becomes irtsblvertt. Guarantor hereby expressly suborlriQtes arty claim Gta<xantor may have against Borrower, upon any acoormt whatsoever, to any claM that Lender may tract or heroatler have against Borrower. In the everrt of etsolvsncy and r,9t'rsequart liquidatlon of the assets of Borrower, through banlwpUCy, by an assigrtrrtartt for the bene& of creditors, by voluntary 1'iquidatbn, or otherwise, the asses of Bonnwer appl~bfe to thg Payment of the claims .of bout Lender and Otrerankx shelf be paid in Lender and shell be first applad by l_ertder to the tndebttxktess. Guarantor does heehy assign to Lender aR claims which 11 may have or acgetire against Bcxrawer or aganst arty assignee w trustee in -tranlauptcy of Borrower provided however. that such assigtmenl shall tie effective only for the purpose of asaulrg tp Lender foil peryntertt In Pegal tender of the Indebledc~ss. If.Leirttder so raqu~ts, any rtotea err cxiedk agreanerrts now or hereafter evkieneing any debts or obilgations of Borrower to Guarantor sheN, be marked with a legend that the same ore sttttjoct to this Guaranty aril sisal be delvaned to 1_ender. Guarantor secs. ~d Larder is hereby; autltortzed, in the nano of Guarantor, from tires to time to file financing statement end confinttation sta0strtettts and. to execsate documents grid to take such other actlohs as Lender deems rteoessery or appropriate to Perfect, Preserve and enforce its rights under this Gtrararty. tAtSCF.LLANEOUS PROVISIONS. The iolkrwktg mlaoailaneous ptovislons are a part of this Guaranty. Amendrnants. This Gu~ertty, together with any Related Docrsnents, corts8tutes the enf4e uttdarstarrdirtg and agreement of the parses as Ea the matters ear forth in true Guaranty. No alteration of or amartdrrtanl to this Gua2rtty shalt be effectve urtkss given in writing and signed by the party or parties sought to ba cttarged err bound by the altaratiar or amendmertL Attameys' Fees; F_xpenses. Guaranh~r agrees to pay upon demand all of Lenders costs and expanses, including Lerxiers teasortabla COMMERCIAL GUARANTY •.taan No: 4000006582 {C011tlpt~ Page 3 aaomeys' fees and Lenders legal expenses, lrtcurrad in oamectiort with the enforceneerrt of tams Guaranty. Lender may hire or pay someone else m help enibrse this Guaranty, and Guaranty shall pay the coats and expenses d such enfor>reneent Costs and expenses - irtBrrde Lenders reasonable aftomeys' Teas aril legal expanses whether or not them Is a lawsuit, ireclud@eg resbts attorneys' fees and legal r;xpames for banloteptcy proceedings (inducting efforts to modify or vacate any au6omebc stay or fnjurK;tion), appeals, and any enticlpated post-judgment mllection services. GueterftM also shat pay at court costs and such additbreal fees es may be directed by the court Captbrr Fbedtngs Caption headings in this Guaranty era for mnverdence ptuposes only and are not. to be used to interpret or define the provislorrs of this Guaranty. Gevemhig Law. This GuanWy wlU be governed by federal law apptoble to LenrJer and, to the extent not preempisd by federal law, the laws of the CommanevealUe of 1'etensylerania without regard to its wnNide of law provisions. Choice of Vanua. if there is a lawsuit, GtraranLOr agrees upon Lenders recpres3 th submit to the jurisdiction of the courts of Dauphin Candy, Comn>onwealth of Pennayly®nia_ lretegratiare. Guarantor furtheragnaes that Guarantor has read and frrly uttdarstands the terms of this Guaranty, Guarardor has had the opportunity to be advised by Guarantors atGomey with respect to this the Guaranty iuly ratlects Guarantor's irrferetiorra and parol evidence is not required to Yr9erpret the tames of this Guaranty. Guarantor hereby indemrirfies and holds Lender hannless from all fosses, Bairns, damages, and cab (including Lenders attomeya' Ease} sufferer or incurred by Lender as a result of arty breach by Guarantor of the warranties, nepreserdationa and agreemens of Chia paragraph. Irtlerpratation. In aA cases where there is more than one Borrrnver or Guarantor, than et wads used in Shia Guaranty in the singular shat be deemed to have been used in the plural where tree context and conatrtrction so require; aetd where there is more than one Borrower named in this Guaranty or when tteiB Gtaranty is exeaered by more ttan one Guarantor, the woods "Borrower' and "Guarantor" respectively shat mean all and any one or more of them. The words "Grsararetor: "eorrowar: and 'Lender' hedtrda the teaks, auccessore, assigns, and trarmferoes of earn of them. If a wort ilreda that arty provision of this Guar~rty ~ not valid or sttouid not be enforced, that fact by itself vviA not mean that the rest of titLs Guaranty will not be valid or eniarcad. Therefore, a wort wiB enforce the rest of tt?e provisions of this Guaranty even ff a prt7vlslon of this Guaranty rreay be fotxed to be irrvalid or unentorraable. If any one or more of i3orrower or Guarantor era corporations, partnerships, !netted Ifabiffy enmpanba, or similar entities, it is not ner;assary for Lender to ingrrlre erne the powers of Borrower or Guarantor a- of the otficars, dkecsors, partrtats, rreartagers, or other agents adkrg or purporting to ad ort their behalf, and arty indebtedness made or created in reliance upon the professed exerase of wdr powers shah be guaranteed under this Guaranty. " Notices. Urdess otherwise provided by applicable law, arty notice requhad to be given ruder this Guaranty shall ba given in writing, and, except for revocation rw8ces by Guarantor, shaA be effective wtten•acduaty depvesed, when actually received by telefacsimile (unless otherwise roc}mred. by law}, when deposited with a natfoaaly .recogtmzed overnight courier, or, ff. mailed, when deposited in the United • States mall, as ikst class, certHied or teglstared may postage prepaid, dtrocted to the addresser shown near the beginning of this Guacenty. AA revocetiore notices by Guarantor shag be to writktg• and shall bs efficttve upon detvery to Calder as provkied in the section of this Guaranty e'rrtttled 'DUfj1~TION OF GllAEtAN71'." Arty party may afmrrge. its address for reotlcas under this Guaranty by giving forrreal written notice to the other parties, spadtying that the ptapeas.of the notice @ in change the party's a4dress. For notice purposes, Guarantor agrees to keep Lender lrrformed at all times of Guarantors currant address. Unless otieerurisee provided by applbabb law, ff there is more ttean see Guaranrtor, arty no2'>ce given by Lender to aey Guarantor is deemed to be notice given to at Guarantors. No. 4Maiva' by Lardar.• Lender steel[ not be deemed flo lave waived grey riglrts under this Guaranty umess such waiver is given in writing and segued by Lender..No delay or omission on the part of Lander in exataeing any right shah operate as a waiver of such right or arty other right: A.w' by Leridar of a provision. of this Gtaranty shall not prejtrdce a constitute a waiver of Lenders right otherwise to demand , strict compitarrce with that provision or arty other provision of this Cirreranty. No prior waiver by Center, nor any cautsa of dealing between Lender and Guarantor, steal corrstiterte a waiver of arty of Lenders eights or of any of Ouarantor'a odigations as to arty future transactions. Whenever the consant.gf Laker is requuad tinder this Guaranty, the granting of such consent try Ltaede? in arty irestanca shaA not corestihete continuing consent to subsequent instances where such content is required and in aA cases such consent may be granted ar withheld in the sote•d'rscretion of Lander. Strux^ssors and Assigrta. Trie towns of this Guaranty shaA be Emrxiing ton Guarantor, and upon Guarantor's heirs, personal represertatfves, 'suooesaors, and assigns, end shaA be epforcesbie by Lender and its su~essors and assigns. Waive Jury. Ler>der and Guarantor harry waive the dght to arty fury trial b grey action. proceertng, or countadaim brought by either Lender or Gt>at against the other. CROSS COLLATERALfXFJCROSS DEFAULT. This ban HnTI be cross-cdlateraNzedictose-defaulted write aH other ?aahe to Borrower, or any of Harrowers n3lated softiies, from Lender, tf at arty time there is a de}auR under this loam, aA loans will be mnsldaed in default and at wtstareding amounts under the leans will be irnrrrediaRay due and payable in full. A dafateK fn one lean shell constitute a default in ant othert. DEFINR'tDNS, The folbwing c~ital¢ed words and terms shaA have the idtowireg meanings when used in this Guaranty. Unless speclficaily staled to the contrary, at raferereces to dr~r amounts shatl mean amounts n lawful money of the United States of Amedca. Words and terms used in ifie singular sheA inctruie the plural, and the pkuel shah include the singular, as the cotrtext may require_ Words and farms oat otherwise defined ke this Guaranty slraA,have the meanings attribtked to sucb terms kt the llntform Commercial Code: Borrower. The word 'borrower" means Central Pennsylvania Pulmonary Assodates, LLC and includes at oo-signers and camekers signing the Noba and ant their successors and assigns. . GAAP: The wont 'Q:AAP" means generally accepted accounting principles. Guararor. The ward "t3trarantor" means everyone signing this Guaranty, inr3udirg witirottt limitation Sleep Dfsorcier Centers of Central Pennsylvania, Inc., aced in each case, any signer`s seeacastrors and assigns. Guaranty. The word "GUaratrt~ means this guaranty from Guarantor to Lender. indebtedness. The vwr¢,'Indebtedrxsa' means Bonowers indebtedness to Lender as more particutariy described in this Guaranty. Lender. The word "Lender` means Graysfone Bank, a DNisiort of Graystorre Tower Bank, its succpsors and assigns. Note. The word 'Note" rtae~ and inehedas without Atrritation alt of Borrowers promissory rtotss andlor credit agreements evfderxdng Bonvwe('s ban obtgations in favor of [.ender, together with all renewals of, erdenNons of, neofons of, refinancirgs of, cansoidatbns of and substihstfons for the promissory noias or cred'd agnaeenents. Rainted Documents. The woirfs "Related Documents' mean aA promissory notes, credit agreertrants, loan agreements. envkonmental COMMERCIAL GUARANTY Loan No: sL0000083$2 {CorltaEnlled) Page 4 agrae<r~ents, guaranties, sacaxity agreements, rtwrtgegea, deeds of trust, security deeds, cogateral mortgages, and au other inshvmants, agn:emet~ts and documents, whetl~er now or hereafter existing, executed In connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTFIORI2'ES AND F.iAPOWERS ANY ATTORNEY OR THE PROTH,~RY OR CLERK OF ANY COURT IN THE COMMONWE4LT}i OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUA]~ATJ'OR AFTER THE AMOUNTS HI~.RJDER BECOME DUE AND WITH OR WfiHOUT COMPIAAdT F1Lt~, 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 IENf?~t RELATING TO ANY COLLATERAL SECURpVO THE 3. iNOEBTEANTrSS, TOGETHER WITH C05TS OF SUIT, AND AN ATTORNEYS COMbRSSK1N OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AN8 ACCRUED INTRtEST FOR COLLECTION, BUT 1N, ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS {x500) ON WHICH JUDGMI?+Tf OR JUDOf~NTS ONE OR MORE l7CECU170N3 MAY ISSUE IMMEDIATELY; ANO Fat SO DOING, TH15 GUARANTY OR A COPY OF THIS GUARANTY VERlF3ED 8Y AFFIDAVIT SHALL BE SUFRC~NT WARRANT. TtiE AUTHORITY GRANTED IN THIS GUARANTY TO CaJFESS JUDGMENT AGAINST GUARANTOR SHAt1 NOT BE EXHAUSTED BY ANY t7CF.RCISE OF THAT AUTHORITY, ti[IT SHALL CONTINUE FROM TUNE TD TINE.AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGH'C GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT E.tTHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR Gt1ARAN'COR HAS BEEN REPRESENTED BY INDEPFJVDENT LEGAL COUNSEL. EACH UNDQtSNiNED GUARANT06t ACKNOWLEDGES HAVING RE#D ALL THE PROViSbN3 Of TTi18 GUARALtTT1f AND AGREES TO ITS TEIiM3. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY L4 EFFECT1vE UPON GUARAN'FgttS EXECUTION AND DEIJVF]tY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL. CONTINUE IJN771. TERMMIITI=D IN THE triANN1:K SET FORTH I IN TtIE SECTION TTTLED "DURATION a: GUARANTY". NO FORMAL ACCEPTANCE BY LENDER >g NECESSARY TO MAKE THIS GUARANTY EFFTeCTTVE 'THIS GUARANTY ES DATED INARCH 15, 2011. THIS GUARANTY LS GNEN UNDER SEAL AND TT 69 U~tTENDED THAT THIS GUARANTY IS AND SHALL CONSTTTU'fE AND HAVE THE EFFECT 01= A SEALED INS'TRUMENT' ACCORDING TO LAW. GUARANTOR: SLEEP DLSORDQt ENNSYLVANIA, INC. ' `By: 9 G rk, of Steep D , Center of Central Pennsylvania, Ire. W~l l,e uMa Yr.f35l60`bw.Irr~~7.r/daw.r.r,a14.7n1. Nww Nwr..L •.1a wwOMIIYSVYaOIe l11iO0 AN DISCLOSURE FOR CONFESSION OF JUbGMENT 8o1TOWer Central PennsyM~nia Pulmonary Assodatea, LLC Lender. Oraystons Bank, a D'mafon of Graystnne Tower Bank 2250 MAlennlum Way Caplfaf Regkxr Enola, PA 17025 112 Market Street ' Harrisburg, PA 17101 Declarant: sleep ofwrdv Catiters of Central Pannsyfvanla, inc. 2250 Mtiknnium way Enola, PA 17825 DISCLOSURE FOR CONFESSION OE JUDGMENT THE UNDERSIGNED fS EXECUTTNG ON SE_HALF OF DECLARANT, THIS DAY OF ~ ~ . 20 , A GUARANTY FOR AN UNLIMITED AMOUNT. A. THE UNDERSIGNED UNDERSTANDS THAT THE GUARANTY CONTAINS A CONFESSION OF JUDGMENT PROVISION THAT WOULD PERfJl1' LENDER TO ENTER JUDGMENT AGAINST DECLARANT IN COURT, AFTER A DEFAULT ON THE GUARANTY, VYITHOl1T ADVANCE NOTICE TO DECLARANT AND WITHOUT OFFERING DECLARANT AN OPPORTUNRY TO DEFEND AGAINST THE ENTRY OF JUDGMENT. UQ EXECUTING THE GUARANTY, BEOVG FULLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND TO A HEARING TO CONTEST THE VALIDCTY OF ANY JUDGIrIENT OR OTHER CLAIMS THAT LENDER MAY ASSERT AGAMST DECLARANT UNDER THE GUARANTY, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, INTELL3GIIdTLY, AND VOLUNTARILY WANING THESE RIGHTS, DJCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGiAENT, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S EHTERtNG JUDGMENT AGAINST bECLARANT BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION. B. THE UNDERSIGNEA FURTHER UNDERSTANDS THAT IN ADDRION TO GNING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST DECLARANT VMt'fItOUT ADVANCE NOTICE OR A HEARWG, 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, tP1lYWG ON, TAI~IG POSSESSION OF OR OTHERWISE SEJaNG DECLARANTS PROPERTY, UJ FULL OR PARTIAL PAYMENT OF THE JUDGIIAENT. IN EXECUTING THl: GUARANTY, BEWG Fi1LLY AWARE OF DECLARANTS RIGHTS TO ADVANCE NOTICE AND A HEARBdG AFTER JUDGMENT IS ENTERED AND BEFORE EXECUTION ON ='THE JUDGMENT, THE UNDERSIGNED, ON BEHALF OF THE DECLARANT, IS KNOWINGLY, MITELLIGEMLY AND VOLUNTARILY WAIVING , THESE RIGHTS, AND THE UNDERSIGNED EXPRESSLY AGREES AND CONSENTS TO LENDER'S IlY~1EDIATELY EXECUTING ON THE JUDGMENT IN ANY MANNER PERAAITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GMNG DECLARANT ANY ADYANCE ...NOTICE C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEI~iENTS ARE APPLICABLE, BY INITIALING EACH , STATEMENT THAT APPLIES, THE UNDERSIGNED REPRESENTS THAT: INITIALS 1. DECLARANT WAS REPRESENTED BY DECLARANTS OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE . ,GUARANTY. ' ~ ~ - 2. A REARESENTATNE OF LENDER SPECIFlCALLY CALLED THE CONFESSION OF JUDGMENT PROVISON IN THE GUARANTY ' • ~ TO DECLARANTS ATTENTION. L•OSURE IS GNEN UNDER SEAL AND IT IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. ER P NSYLYANIA, INC. By. ~l Tlmo A. of Sleep Disorder Came l Pennsylvania, Inc. 40lR AOln~,1",•a'^"° ~~f,,,YM.O.ri1,OMtla,Cbe ,Iff. SOH. NOS,,,,, Marwa •M cr+iWROO~OVIiiAE 1RO~f /M ~E~l:~BIT C VERIFICATION Lisa Painter verifies that she is the Loan Workout Officer of Sus uehanna Bank, Plaintiff in the q within matter, that she is authorized to execute this Verification on its behalf, and that the facts set forth in the within Complaint are true and correct to the best of her knowledge, information and belief. She understands that false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. Date: - g l~~l ~ v Lisa Painter 3649957 ~L~°:~-0~~ I~~~ 12 ~ 2 AID 1 I ~ 3 ~ ~~M~ERLAND COU~iT BARLEY SNYDER LLP ~ S Y L`,~~1 N 1 A William C. Colby, Jr., Esquire Troy B. Rider, Esquire Court I.D. No. 46880; 206319 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW SLEEP DISORDER CENTERS OF CENTRAL PENNSYLVANIA, INC. No. De endant CERTIFICATE OF RESIDENCE PA. R.C.P. 236 I, Troy B. Rider, 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 follow The address of the Plaintiff, Susquehanna Bank, is 1826 Good Hope Drive, Enola, PA 17025. The registered address for the Defendant, Sleep Disorder Centers of Central Pennsylvania, Inc. is 2250 Millennium Way, Enola, PA 17025. Respectfully submitted, BARLEY DE LP By: Tro .Rider, Esquire 3649957 Y - ~ tNC~Pr?UO TNQ~O TA R~ ~~IZA~1G ~2 AM 11~ 37 ~I ':~~1~1~~RLAND COUNTY ~~PlNSYLYANIA BARLEY SNYDER LLP William C. Colby, Jr., Esquire Troy B. Rider, Esquire Court I.D. No. 46880; 206319 50 North Fifth Street, P.O. Box 942 Reading, PA 19603-0942 (610) 376-6651 Attorney for Plaintiff SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW SLEEP DISORDER CENTERS OF _ Say b Cl~~t CENTRAL PENNSYLVANIA, INC. No. 1 De endant NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: SLEEP DISORDER CENTERS OF CENTRAL PENNSYLVANIA, INC. DATE: AUGUST ~-2012 A judgment in the amount of $42,495.61, plus interest at the rate per day rate of $8/87 from August 9, 2012, plus late fees, 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 yo . The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE 3649957 i 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 LLP By Willi .Colby, Jr., Esquire Troy .Rider, Esquire Attorney for Plaintiff 3649957 SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW SLEEP DISORDER CENTERS OF nn ~1 Ul I CENTRAL PENNSYLVANIA, INC. No. (d • S ~ -l b De endant NOTICE (X) Notice is hereby given that a judgment in the above-captioned matter has been entered against you in the amount of $42,495.61, on August tea, 2012. (X) A copy of all documents filed with the Prothonotary in support of the within judgment e enclosed. Pro ivi 'vision By: If you have any questions regarding this Notice, please contact the filing party: NAME: William F. Colby, Esquire Troy B. Rider, Esquire Barley Snyder LLP 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: Sleep Disorder Centers of Central Pennsylvania, Inc. ADDRESS: 2250 Millennium Way, Enola, PA 17025 3649957