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HomeMy WebLinkAbout12-5242 ~T~H~~t T~`~RY BARLEY SNYDER LLP NU~tRE~iL:~'~0 COU~Tv William C. Colby, Jr., Esquire ~ ~ ~ ~ Y 1 ti~r1 ~ ~ ~ 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. CNIL ACTION -LAW CARLA J. DENTE-CLARK / "•U~' De endant No. saga 1,.~ 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 $ 151,366.37 Interest to and including 8/8/12 2,242.27 Late Fees 762.68 Attorneys' Fees 15,360.86 Total $ 169,732.18 Interest continues to accrue at the per diem rate of $23.13 from August 8, 2012, plus la e fees, and costs of collection. BA ER By: William F. y, Jr., Esquire Troy B. R' er, Esquire _ 3~g2~~ u~ Guy' led ~~E.~D-CFFI~~ i~ Tl~F ~ R03'H~l~'~ T~',,; ~t: 2~ 7 A~g~ ~ ~ ~ . ~ ~ BARLEY SNYDER LLP r'~t~~'SY~.ti~~P~1~'~ 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. CNIL ACTION -LAW CARLA J. DENTE-CLARK / De endant No. ~ S / ~ ' ~ TC'° 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, Carla J. Dente-Clark, is an adult individual with a last known address of 9 Sand Pine Court, Mechanicsburg, PA 17050. 3. On February 23, 2006, 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 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 mark d Exhibit "A." 3648271 i 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 February 23, 2006; a true and correct copy of which is attach d 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 Note was modified by Change in Terms Agreements dated January 5, 2009 and January 11, 2011 (collectively, the "Agreements"), modifying various terms and condition f the Note as described in the Agreements. A true and correct copy of the Agreements is attache 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 continu s to fail and refuse to pay the amount due Plaintiff as demanded by Plaintiff under and pursuant t the Note. 7. As a result of the default of the Business under the Note, the Plaintiff enters judgment against the Defendant. 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 Defendant under the Guaranty, as of August 8, 2012, is as follows: Principal Balance $ 151,366.37 3648271 2 i Interest to and including 8/8/12 2,242.27 Late Fees 762.68 Attorneys' Fees 15,360.86 Total $ 169,732.18 Interest continues to accrue at the per diem rate of $23.13 from August 8, 2012, plus la fees, and costs of collection. 12. The warrant of attorney contained in the Guaranty provides for confession of judgment against the Defendant for the amounts itemized as set forth in Paragraph 11 above. WHEREFORE, the Plaintiff, prays your Honorable Court to grant judgment in favor o the Plaintiff and against the Defendant in the sum of One Hundred Sixty-nine Thousand Seven Hundred Thirty-two Dollars and Eighteen Cents ($169,732.18), plus interest at the per diem ra e of $23.13, from August 8, 2012, late fees, and costs of collection. BARLEY SNYDER L a By: William F. C y, Jr., Esquire Troy B. Ri er, Esquire Attorneys for Plaintiff 3648271 3 i PROMISSORY NOTE Borrower: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK 2250 Migennium Way Capital Region Enola, PA 17025 112 Market Street Harrisburg, PA 17101 Principal Amount: 5200,000.00 Date of Note: February 2 , 2006 in lawful money of the United States of America, on demand, the principal araouitt of Two Hundrod Thousand &001100 Dogaro (3200 000.00) or so much as may be outatan~ng, together with interest an the unpaM outstanding principa[ balance of each advance. Interest shag be ~ cak;ulated from the date of each advance until repayment of each advance. PAYMENT. Borrower wql pay this loan in tuq immediately upon Lender's demand. Borrower wql pay regular monthly payments of a accrued unpaid irKersat due as of each payment date, begirxring Apra 1, 2006, with aq subsequent krterast payments to be due on the same ~ of each month after that. Unless otherwise agreed or requirod by appggbb law, payments wql be pa seeped first to any accrued un ~ inter • then to principal; then m any late charges; and than to any unpaki cogecUon costs. The annual interest rate for this Note is computed on a BS/360 basis; that 1s, by applying the ratio of the annual kterest rate over a year of 360 days, muWpged by the outstand'atg principal balance, kipped by the actual number of days the principal balance is outstanding. Borrower will pay Lender at lender's address shown above or at s ch 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 hich is Lender's Prime Rate (the "Index"!. This is the rate lender charges, or would charge, on 90-day unsecured loans to the most ere itworthy corporate customers. This rate may or may net be the lowest rate available from Lender at any given time: Lender will tail Borrower t current index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that L der may make loans based on other rates as well. The interest rote to be applied to the unpaid principal balance of this Note will be at a rate f 1.000 percentage point over the Index. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rat allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and w I not be subject to refund upon early payment (whether voluntary or as a result of defauftl, except as otherwise required by few. Excep for the foregoing, Borrower may pay without penehy all or a portion of the amount owed earlier than it is due. F~rly payments will not, unles agreed to by Lender in writing, relieve Borrower of Borrower's obNgation to continue to make payments of accrued unpaid interest. Ra r, early payments will reduce the principal balance due. Borrower agrees not to send Lender paymerts marked "paid in furl", "without reco rse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and orrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including a y check or ether payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered w other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Marie t Street Harrisburg, PA 17101. LATE CHARtiE. If a regularly scheduled interest payment is 20 days or more late, Borrower will be charged 10.000% of the regularly heduled payment or E260.00, wfiichevar is greater. If Lander demands paymsrit of this Loan, and Borrower does not pay the loan in full within 0 days after Lender's demand, Borrower afao will be charged either 10.000% of the sum of the unpaid princ~isl plus accrued unpaid in rest or 5250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under a livable law, increase the variable interest rate on this Note to 3.000 percentage points over the Index. The interest rata will not exceed the ximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this N to after judgment at the interest rete applicable to this Note at the time judgment is entered. LENDER'S RIGHTS. Upon Lender's demand, Lender may, after giving such notices es required by applicable law, declare the entir unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Sorrower 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 ill pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, w then or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any autom tic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums pro ided by raw. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by eithe 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 sews of the Commonwealth of Psnnsyhrania without regard to Its confgcts of law provisions. This Note has been accepted by Lende in the Commonwealth of Pennsylvania. CHOICE OF VENUE. li there is a lawsuh, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin ounty, 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 { hether checking, savings, or some other account). This includes all accounts Borcower holds jointly with someone else and ell accounts eorco er may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohi ited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff ail sums owing on the indebtedness agar st any and air such accounts. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in w 'ng by Borrower or by an authorized person. All oral requests shall be confirmed in writing on the day of the request, on farms acceptable to nder. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to lender's office shown above. B rower agrees to be liable for a!I sums either: (A) advanced in accordance with the instructions of an authwrized parson 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 t s Note or by Lender's internal records, including daily computer print-outs. SECURfTY. AN collateral (as herein defined) is sacuriry for this Note and any renewals, extensions and madlficetions thereof, and the p ment, - performance and discharge of all other present ar 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 Nota or under a other agreement, promisso.-y note or undertakings now~~~~l af~ entered into by the Borrower to the Lander. The term "Col ateral.. _ _ _ _ _ _ i _ _ _ • • - PROMISSORY NOTE - Loan No: 4000000762 (GOntinued) ,Page 2 includes ail tangible and intangible property ii) described in any mortgage, pledge, assignment or other security document separately a ecuted in favor of lender, and iii) in which a security interest has been granted to Lender pursuant to this Note. ANNUAL REVIEW. The Lender will review the Noie annually for renewals and extensions; such renewals and extensions to b granted predicated on the performance of the company and/or individuals and adherence to the Loan Agreement andJor loan policy. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross~ollateralized/cross-defaulted with all other loaru from Borrower, or any of Borrower's related entities, to Lander. It at any time there is a default under this loan, all bans will be considered in defauh and ail o tstanding amounts u er t oans wr a rmme rate y ue an pays ern a au t rn one oan s a cons tuts a a t in a t others. SUCCESSOR INTERESTS. The farms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal repres ntatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them, Bo war and any other person who signs, guarantees or endorses this Note, to the eMent allowed by law, waive presentment, demand for pay ant, and notice of dishonor. Upon any change in tho terms of this Note, and unless otherwise expressly stated in writing, no party who signs his Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. Alt such parties agree that Lender y 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 perfect Lender's security interest in the collateral; an¢ take any other action deemed necessary by Lender without the consent of or notice t anyone. All such parties also agree that Lerxier may modify this loan without the consent of or notice to anyone other than the party with hom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determi ed to be unenforceable, it will not affect the enforceability of any other provtaions of this Note. CONFESSION OF JUDGMENT. 80RROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTOANEY 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 THIS NOTE AND WITH OR WfTHOUT COMPLAINT FlLED, CONFESS OR ENTER JU GMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND NY 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 (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTE ST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($5001 ON WHICH.JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO GOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVt SHALL BE SUFFlCIENT 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 PA ENT IN FULL OF ALL AMOUNTS OUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE R TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EETHER A REPRESENTATIVE OF LENDER SPECIFlCALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER H S BEEN REPRESENTED SY INDEPENDENT LEGAL COUNSEL. PR10R TO Sft3NiNG THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE V RIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE 7'~tM5 OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND R IS INTENDED THAT THIS NOTE IS AND SHALL CONSTTfUTE AND HAVE THE EFFE T OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CENTRAL PENNSYLVANIA RY ,LLC By: ISe76q T' A. ember of Central Pep vents Pulmonary c etas, LLC LENDER: GRAYSTON NK j , X Mirrta E. K e, Vice Pras nt IAEBI MOI~ndn6,vn.6.76AOA02 Gw/. Nrfw6FF~n14SWtl.lu. Ina. tY'I. 7006. N6WuMnrvN..~A 9.yn*wNCR1t/uDIO.FC 1147961741 ( _ _ _ ' - COMMERCIAL GUARANI , - Borrower: Centre! Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK 2250 Mipennium Way Capital Region Enola, PA 17025 1'12 Market Street Harrisburg, PA 17101 Guarantor: Carla J. Dente-Clark 9 Sand Pine Court 0 CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unto itionaily guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and disc rge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of coA tion, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else o Ilgated to pay the Indebtedness or against any collateral securing the Indebtedness, ibis Guaranty or any other guaranty of the Indebtedness. uarantor 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 uaranry, Guarantor's liability is unlimited and Guarantor's obligations are continuing. INDEBTEDNESS. The ward "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time nd at any one or more times, accrued unpaid interest thereon and alt collection costs and legal expenses related thereto permitted by law, alto ys' fees, arising from any and alt debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that Borrower indtvidua)ly or collectively or interchangeably with others, owes or will owe Lender. "Indebtedness" includes, without limitation, loans, dvances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligat€ons, and liabilities of Borrower, and any presen or future judgments against Borrower, future advances, loans or transactions that renew, extend, modify, reflnance, concolidata or substi to these debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; a solute or contingent; liquidated or uniiquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument r writing; originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for arty transactions that may be voidable for any reason (such as infancy, insanity, ultra vices or otherwisel; and originated then reduced or eMinguished and then fterwards increased or reinstated. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all uaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary} affect or invalidate any such other aranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guarantle . CONTINUING GUARANTY. THIS IS A "CONTINUING GUARANTY" UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE ULL ANO PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXI 71NG OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, AN'Y PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR'S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY OR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY B 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 Le er, 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 end all of Guarantor's other obligations under this Guaranty hall 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 n writing. Written revocation of this Guaranty will apply only to advances or new Indebtedness created after actual receipt by Lender of G erantor's written revocation. For this purpose and without limitation, the term "new Indebtedness" does not include the Indebtedness which the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determin d or due. This Guaranty will continue to bind Guarantor for all the Indebtedness incurred by Borrower or committed by Lender prior to eceipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. Ail renewals, extensions, substitutions, end modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to the Indebtedne s created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the oregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guara for might have terminated it and with The same effect. Release of any other guarantor or termination of any other guaranty of the Indebtadnes shall not affect the liability of Guarantor under this Guaranty. A revocation Lander receives from any one or more Guarantors shall not affect t e liability of any remaining Guarantors under this Guaranty. k is andeipated that fluctuations may occur in the aggregate amount of the Ind btedness covered 6y this Guaranty, and Guarantor specifically acknowk3dges and agrees that reductions in the amourrt of the Indebtedness, ev n to zero dollars (50.001, prior to Guarantor's written revocation of this Guaranty shall not constitute a termination of this Guaratty. This G aranty is bindktg upon Guarantor and Guarantor's heirs, successors and assigns so forrg as any of the Indebtedness remains unpaid and event ough 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 tkne: {A) prior to revocation as set forth abov , to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise o extend additional credit to Borrower; (B) to alter, compromise, renew, extend, scceleraie, or otherwise change ono or more times the time fo payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of intere t on the Indebtedness; extensions may be repeated and may he for longer than the original loan term; (C) to take and hold security for the p yment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such sec city, with or without the substitution of new collateral; {D) to release, substitute, agree not to sue, or deal with any one or mare of Borrower' sureties, endorsers, or other guarantors on any terms or in any manner Lander may choose; (E) to determine how, when and what app ication 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 lHl to assign or tr ns#er this Guaranty in whole or in part. GUARANTOR'S REPRESENTA710NS AND WARRANTIES. Guarantor represents and warrants to Lender that (A} no represen ations 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 G aranry is E~Et~BIT ~ COMMERCIAL GUARANTY Loan No: 4000000762 (Continued) !,Page 2 executed at Borrower's request and not at the request of Lender; IC) Guarantor has ftrll power, right end authority to enter into this uaranty; (D1 the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon uarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E} Guarantor has not and will no without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substant( Ily all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor wiEl provide to Lender financial and credit informatio in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be pr vided to and fafrl r nt Guarantor's financial condition as of the dates the financial information is provided; IG) no material adverse change has occurred in Guarantor's financial condition since the data of the mo t recent financial statements provided to Lender arxf no event has occurred which may materially adversely affect Guarantor's financial condi Ion; (H) no litigation, claim, investigation, administrative proceeding or similar action {including those for unpaid taxes! against Guarantor is p nding or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has a blished adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor green to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks nder this Guaranty, and Guarantor further agrees that Lander shall have no obligation to disclose to Guarantor any information or documents ac aired by Lander 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 sixty (60> days after the end of each fiscal year, Guarantor' balance sheet and income statement for the year ended, prepared by Guarantor. Tax Returns. As soon as available, but in no event later than sixty (60) days after the applicable filing data far the tax reportl g 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 an a consistent sin, 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 contlnu lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including noti a of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonactlon on the part of mower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or ddltionai loans or obligations; {C} to resort for payment or to proceed directly or at once against any person, including Borrower or any other g grantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; IE io 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 co ply with any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy within Lender's power; or {G1 to co mit'any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and alt 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 bri ging any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosu action, either judicially or by exercise of a power of sate; (B) any election of remedies by Lender which destroys or otherwise adversei affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, an loss of rights Guarantor may softer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other d fensa of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoe ar, other than payment in full in legal tender, of the Indebtedness; {D) any right to claim discharge of the Indebtedness on the basis of u justified impairment of any collateral for the Indebtedness; (E) any statute of limitations, it at any time any action or suit brought by Lend against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any efenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by orrower, 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 de ors, 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 Guaran #or any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserte 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 reaso able 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 waive 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 alt Guarantor's accounts wit Lender (whether checking, savings, or some other account}. This includes all accounts Guarantor holds jointly with someone vise and all ccounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff ould be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, io hold these funds if there is a default, an 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 ereafter created, shall be superior to sny claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower ecomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoeve , to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of mower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower appl cable to the payment of the claims of bath Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Inds tedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or t ustee in bankruptcy of Borrower; provided however, that such assignment shall be affective only for the purpose of assuring to Lender full pa ment in legal tender of the Indebtedness. if Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or oblig tions of Borrower to Guarantor shall be marked with a legend that the same ere subject to this Guaranty and shalt be delivered to Lender. uarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation st tements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce is 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 rties as _ T ' COMMERCIAL GUARANTY Loan No: 4000000762 {CO?1t1YlU@d) ~I,Page 3 to the matters set forth in this Guaranty. No ateratlon of or amendment to this Guaranty shall be effective unless given in w iting and signed by the party or parties sought to be charged or bound by the alteration or amendment. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorn ys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone e!s to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for b nkruptcy iorr-- 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 fine the provisions of this Guaranty, Governing Law. This Guaranty wi8 bs governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonw®akh of Pennsylvania without regard to ks conflicts of law provisions. This Guaranty has been accepted Lender in the Commanweath of Pennsylvania. ~I Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin li County, Commonwealth of Pennsylvania. Integration. Guaran#ar further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor ha had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions nd parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from I losses, j claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guaran or 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 sing tar shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one mower named in this Guaranty or when ttris Guaranty is executed by more than one Guarantor, the words "earrower" and "G grantor" respectively shalE mean all and any one or more of them. The wards "Guarantor," "Borrower," and "Lender" include the heirs, su cessors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enfor ed, 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 re t 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 slmllar entities, it is not necessary for Lender inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting o act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed u der this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in wri ng, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimil (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in t United States mail, es first. class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this uaranty. Ali revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the sectio of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving form I written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, uarantor agrees to keep Lender informed at ail times of Guarantor's current address. Unless otherwise provided by applicable law, if ther 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 w iting and signed by lender. No delay or omission on the part of Lerxler in exercising any right shall operate as a waiver of such right or ny other right. A waiver by Lender of a provision of this Guaranty shalt not prejudice or constitute a waiver of Lender's right otherwise t demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing, etween Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future trap actions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not c nstitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or wl hheld in the sole discretion of Lander. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shell be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought y either Lender at Borrower against the other. ANNUAL REVIEW. The lender will review the Note annually for renewals and extensions; such renewals and extensions to be granted predicated on the performance of the company and(or individuals and adherence to the Loan Agreement and(or loan policy. CROSS COLLATERALIZE/CROSS DEFAULT. This loan will be cross-collateralized(cross-defaulted with ail other loans from Borrower, r any of Borrower's related entities, to Lender. tf at any time there is a default under this loan, all loans will be considered in default and a{I ou landing amounts under the loans will be immediately due and payable in full. A default in one loan shall constitute a default in all others. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless sp cifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words a d 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 o herwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Central Pennsylvania Pulmonary Associates, LLC end includes all co-signers and co-maker 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 Carla J. Dente-Clark, an in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The ward "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means GflAYSTONE BANK, its successors and assigns. • ~ COMMERCIAL GUARANTY Loan No: 40flO0fl0762 (Continuedy (Page 4 Note. The word "Note" means and includes without limitetlon all of Borrower's promissory notes and/or credit agreements a idencing Borrower's loan obligations in favor of Lender, together with afl renewals of, extensions of, modifications of, refinancings of, cons lidations of and substitutions for promissory notes or credit agreements. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, envir nmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other ins ruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZE A PflOTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT A Y TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS O ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRiNCIPAt BALANCE OF THIS GUARANTY AND ALL ACCRUED INTERE T, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECUR NG THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10961 OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LES5 THAN FIVE HUNDRED DOLLAR (5500} ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUAR NTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS G RANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BU SHALT. CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GU RANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH A Y SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFE SIGN OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUN EL. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF Tti1S GUARANTY AND AGREE TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S iDCECUT ON AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATffD IN THE MANNERS FORTH IN THE SECTION TITLED "DURATION OF GUARANTY'. NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS G AANTY EFFECTIVE. THIS GUARANTY !S DATED FEBRUARY 23, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE TH EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANTOR: X Carla J. De LASH nio Un0i,4, Vr. 594.00.002 Cyr. lW4M Finne4 4.bua.u. Na 194), f008. N li/,b A«w.N. - iR S:y,suMN611LK1E20.1'C TR2lr M.t _ T DISCLOSURE FOR CONFESSION OF.. JDGMENT Borrower: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK 2250 MAlenruum Way Capital Region Enola, PA 17025 112 Market Street Harrisburg, PA 17101 Declarant: Carla J. Dente-Clark 9 Sand Pine Gourt Mechanicsburg, PA 17050 DISCLOSURE FOR CONFESSION OF JUDGMENT I AM EXECUTING, THIS DAY OF )"P h r ~ ~Q r_~_, 20~, A GUARANTY OF A PROMISSORY N TE FOR 5200,000.00 OBLIGATING ME TO REPAY THAT AMOUNT. A. 1 UNDERSTAND THAT THE GUARANTY CONTAINS A CONFESSIQN OF JUDGMENT PROVISION THAT WOULD PERMIT LENDER T ENTER JUDGMENT AGAINST ME iN COURT, AFTER A DEFAULT ON THE GUARANTY, WITHOUT ADVANCE NOTICE TO ME AND TROUT 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 CLAI S THAT LENDER MAY ASSERT AGANVST ME UNDER THE GUARANTY, I AM KNOWINGLY, INTELLIGENTLY, AND VOLUNTARILY WANIN THESE RIGHTS, INCLUDING ANY RIGHT TO ADVANCE NOTICE OF THE ENTRY OF JUDGMENT, AND I EXPRESSLY AGREE AND CON N7 TO LENDER'S ENTERING JUDGMENT AGAINST ME BY CONFESSION AS PROVIDED FOR IN THE CONFESSION OF JUDGMENT PROVISION B. 1 FURTHER UNDERSTAND THAT IN ADDITION TO GIVING LENDER THE RIGHT TO ENTER JUDGMENT AGAINST ME WITHOUT A VANCE 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 N 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, INTELLIG Y AND VOLUNTARILY WAIVMIG THESE RIGHTS, AND I EXPRESSLY AGREE AND CONSENT TO LENDER'S IMMEDIATELY EXECUTING N THE JUDGMENT IN ANY MANNER PERMITTED BY APPLICABLE STATE AND FEDERAL LAW, WITHOUT GIVING ME ANY ADVANCE NOTiC . C. AFTER HAVING READ AND DETERMINED WHICH OF THE FOLLOWING STATEMENTS ARE APPLICABLE, BY INITIAUN EACH STATEMENT THAT APPLIES, I REPRESENT THAT: INITIALS 1. I WAS REPRESENTED BY MY OWN INDEPENDENT LEGAL COUNSEL IN CONNECTION WRH THE GUARANTY. 2. A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THE CONFESSION OF JUDGMENT PROVISION IN THE GU RANTY 70 MY ATTENTION. D. I CERTIFY THAT MY ANNUAL INCOME EXCEEDS 510,000; THAT THE BLANKS IN THIS DISCLOSURE WERE FILLED IN WHEN 1 I ITIALED AND SIGNED IT; AND THAT i RECEIVED A COPY AT THE TIME OF SIGNING. THIS DISCLOSURE IS GIVEN UNDER SEAL AND if IS INTENDED THAT THIS DISCLOSURE IS AND SHALL CONSTITUTE AND H E THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, DECLARANT: X (Seaq Carla J. De r uatA ono .nano, v,r. e.i9.ao.art tae.. wn.na r'n.ia.i swas,r, kw. ~oBr, 200a. a 11pns n...ww. - ow s:y.on+r~vncrt~ax.rc iRxN rR.i ~H~BIT C r CHANGE IN TERMS AGREEMENT II borrower. Central Pennsylvania Pulmonary Associates, LLC Lender. Oraystone Bank, a O1vlsfon of Graystana Tower Bank 2280 >rNpenekmr Way Capital Enola, PA 17025 112 Market Street tiardsbraq, PA 17101 ~ ~ Pritecipai Amount: 5199,27$.fi7 Date o! Agreement: January 41, 201'1 D6SCfi1PTICN OF EX13TiNfl ttiDEBi'EbNESS. Orr Fabrrrrtry 23, 2006, Bonower executed and delivered to Lender a Prtxnissory Note in the original Principal Anrocmt of Two Hundred Thousand and 00!100 Dollars (5200,000.00} ("Note] with Interest aaxuing at a Variatie lntexest Rats esf Lenders Prime ~ plus 1.00'K with no Moor fustitatirxr. Interost oNy payments are due and payable monthly wtttt prindpel due on Damara!. A strbsegtrent Ctaatpe h Teams Agreement was executed on January 5, 2009 to incRxie ~ interest rate tk>or ai 5.50%. As of the date of this Agreement, the pritdpal belanoe of this Note is One Hurried Nine Thousertd Two Hurxtred Seventy lithe and 67/100 Dollars (5199,275.67}_ DESCRIPTION OF CHANGE IN TERAAS. E1feeUw the date of tfils Agreertrent, and as provided under the PAYMENT saotion of this Agreement, Lsrrder and Borrower haw egned to i~rn out the prindpel balance of Ore Nora over five (Sj years with initial prncpal and htecest irutaprnents of 53,813.43 each begtranirrg Febnsry 1, 2011. In rpnjunCUon with 111ts Change yr Teams Agroemeni, the unlimited Commerciet Guaranty of Sleep Disorder Centers of Central Pennsylvania, bac. has bean added to the Note. PROMISE TO PAY. Central Parruyhnrrh Pulmonary Assodatss, IJ.C ('9orrovroY~ premtees to pay to Graystont Bank, a Division of Graystone Tower bank ('Lender', or order, In hvrful money of the United Stater of Arrrerlcs, the prkrt.ipel amount of One Huadrad Ninety-nine Thonsand Two Hrxuh+ed Seventy-ftw &871100 DoNars (5199,275.6"7), together wkh kdereat on Ore anpafd prlndpd balance fisom ,fanuary 1 i, 2011, until paid in full. PAYMENT. Subject M any payment changes reanttkrg from changes in the Irxlex, Borrower will pay ffiIs Man fn accordance wtth the Rollowing payment se*eduk: Subject to any payrrxrd chanpss rasta[Ong from cfwnges in the Index, Barrovrer vr01 pay Utis loan h 59 regular Payments of Principal ahd interest, with the brltfal psyarant h the amount of 53,Si3.43. The fleet payment arlll tae due February i, 2011 and aN wbsequerU payments w01 ba due on Ors same day of each month after that Bottowera final payment wilt be tine nn January 1, 201 B and will be for . ap principal and aN accnaad iMs?sat Trot yet paid. Lender reserves the right to immedistaty adjust the monthly payment shadd tugative amortization occur due to arty changes in the Mdeac. ' Uriess oMenvise spread ex' required by applz:able law. payments will be appped first to any accrued unpaid Interest than to - any lobe ed,nsgea; and then to arty unpaid coNecBon costs. 63orrotrrer w1p pry Lender at t-endara address shown above or at stab ot~ha ~ptace as • Leader may tieslgnsba in wrlOng. VARIABLE INTEREST RATE The Yntarest rate on Otis ban is subject to eirange from lime to thre teased on changes ih an index which ie Lencbrs Prima Rafe (the "itrdex'}. This b the rate Lender cttarQes, ex wtwid eirsrge, on so-dey uesecxrred bens to the mast aaditworthy exxporale aistomers. This rota may or may rat be the lowest rate avapabM irtxn Lender at any given Urns !.ender arrpi tell Borrower the current Index rate upon Borrowers requoet, The interead rate dvrnge wlU not ocwr hero otien Oran each day. Borrower urxtersmrxts tttaR Lander may make bens bersed on other rates ss writ. Interest an the tatpakl Principal balance of lhia loan wpl be cokkdatad es described h the 'INTEREST CALCULATION Mt~TFiOD• pratrgteplt usitg a rate of l A00 pererentage print over the Index. NOTICE: Under ro dr~runstanoes wM the intsreat rate on thM ban be less Oran 5.500% 1>c?' antrum or more then the maximum ?ate alkraved by app9cable law. tNitenevnr Uxzeases oouar m the ' inEerest rate, Lender. ed tta optkxr, rrvy do one or more of Oae fdtuwh'g: (A} haaese Bonowers paymarrts to ensure Borrowers loan wIp pay ~ . off by its original tlnel matiutty date, (B) hrxease Bonnwtsrs payments tb inter aexxuing inte[eat, (C) haease the rxrrrtber of Borrowers payments, anC (D} continue t3prroaari~rs peymerus at Ute same amourrt and hawse Borrower's final payment . INTEREST CALCULATION liffTHOD. krbarest en Chit toss is eiompubed em a 3e5/390 basis; that is. by applykt@ the ratio of the krterest rate over a year of 3!10 days, rrrWUp9ed dY the ouMbndirg pdrrelpst bahnn, muttlptted by the actual number of days the principal balarrea b outstanding. AO hrterest payable terrier this loan le computed t>sktg this tnMtrod. PREPAYfff?1T. llanowier may pry without penally aN or a portion of the amount owed carper than it is due. Earlyr payments will not, uNees agreed to try Lender in writing, relieve Borrower e>f-Bonuwers obligation to continue to make Payments under the payment schedule. Rather, early paymertb wlU raderce.tlre prktdpai tralarroe due and may result In Borrowers making fewer peymenta. 8artwver agrees not to send Lender payments marked 'paid in,fUll", 'tiwilfiout, recourse", or altttllar language. ff Borrower sends such a paymard, Lender may aaxpt it without kssig any of Lender's rights under tfris Agreetrreht, and Borrower wffi rerirrain obligated to pay any furtlter amount owed to Leader. All written wmnxarNcatlons uorrrxtrrktg,dleptrted arnourrts, @ ary check or after payment instrwrrent that k?dlrnetes that the payment ovnaUbttes '~iayment In full" of the emorrnt owed a that fa tendered wtth other concfiUorrs or padtations or as top satisfaction of a dlaQuted amou must be rriaited or delivered to: GRAYSTONE TOWER BANK 1826 Good Hope Roed Nola, PA 17025. LATE CilARGE tf a payment k 15 days or more late, Borrower w01 be dtarged 10.000'i6 of the negrrrarly scheduled whkhever b greatnc payrtrent or ;250.00, iN7EREST AFTER DEFAULT. Upon rirefault, inciudlrrog faNUre to Pay upon flrtal maturity, the Atterest rate on this loan Shah be Increased by adding an addifanal 2.000 Pe~+18Qe poht margin ("Default Rabe Margin"). The Detatdt Rate Maryh shag also appy to each succeadr~ interest rate change that would have j~~had ttrete been no default. if judgmerr[ is ejntP.red h connection wtttt this Agreertrerd, interest wiU coMhrae to accrue after the deb of at the rata in effect ai the Ume judgment is arrtered. However, h ro event will the lntensst rate exceed Ore maximum interest rate pmiteliona tinder apppcable law. DEFAULT. Each of the following a1m1 oonatttute an Ewnt of Default under this Agreement Payment Default Bexrowerfails to make arty payrneatt wtren due order the Indebtedness. Other Defauks. Bemawer reds fo exxr~ly with or th Perform arty other term, obligation, rxtverrant or ebrtditlon exrrrtaherd in this Agreement or h arty of Ow Related boctarrehts or rd comply with or to pe=rfomt any tarts, obligation. oovenerrt or oondftion eorrtakrad h arty athetr agrnemertt between Lender and Borrovrar. False Statements. Any warranty, represerNaibrt ar shatement made ex fumlatred to tender by Borrower or on Bomowers behaH under this Agreement or Ore Related Doasrwnts rs false ar misleading h any material respect, either haw or at the time made or fumishud tx' becomes false or nds(eacpng st mry time thereafter. Death ex Irmokency. The dtaeohdbn of Bortower (regardless of whether' elerepoer to eorr9rxas is rnwie), cry member wfthdrawvs from Bon+carer. rX ary oOrer termkra~Oort d Boreower's eoeistertce ~ a @oing busir»ss ar the death of any merrrber. itra krsofverr~+ of Bonnwer. the appointrrrerr[ a a recMver for arty part of Brxmwaers Property, arty asedgnrrrant far the beneAt of a+aeptorss, any type of aedltcx wortoout, or the cnmrrtencernent of arty proceedirg under arty bankruptcy or insolvarxy laws by or agahst 8onower. ~t1~BIT D ' _r CHANGE IN TERMS AGREEMENT Loan No: 40000Q0762 Continued) Page 2 Creditor ar Forfedure Proeeadinga Comntenrement of foredosrae or forfeiture proceedings, whether by judida! proceeding, xk`-help. tapoasessbrt or any other mMhod, by any creditor of Borrower w by any govsmmerttal agency against any oollaGarel xcuring the of of Borrower's aoeourtts, Including deposit accotods, vvittt Lertderr. However, tltia Event of Deteult simN not apply K tltere Is a good friar as ve or the rrsdltor or forfeiture pra~edltg and ff Borrotiver ghras Lender wrtttar notloe of a» ceedUor or forfeitwe prarxedlrtg and depasi6 with Lender monies or e sur+dy bond for the creditor or forfeture prtxaedrtg, >n an amount detsnnl?ed by Lander. In its sale discretlrxt, as being an adequate reserve ar band for the dispute. Events Aff~eoHng Guarantor. Any of the preceding events oxurs with respect to any Guarantor d any of the Indebtedness or any Guarantor dies or becomes btotxnpetent, w revokes or disputes the valkpty of, or I'uabillty under, any Guaranty of the Indebtedress avidertced by this Note. Adverse Change. A materiel adverse change occurs in Borrower's frnandal condetiar, w Lender believes the prospect of payment w periormerrce of the indebtedness to knpairmd. Cure Provkiorra. U any detautt, other than a default in payment is aaabis end if Borrower has not been given a rwUce of a breach of the sector pnrAaiort of this Agredrterrt wlthln the preoeding twelve (12) rtrontln, it may ba cured if Borrower. after Lender sends written notloe to Barower.demanding sue of such default (1) curse flte default within fifteen (15) days: or (2) V the cure ?equbes more than trTteart (i5) days. irrvnedkrtely Initiates steps which Lender deems th Larders sole discretion to be sutftGent to cure the default and thereafter contirwas and campbtes aq reasonable and necessary steps sufUcient to ptodtrce compliance as soon as reasonably practlcal. LEIt1DF_R'S RIGHTS. Upon default, Larder may, after giving such naSoes as regaled by applicable taw, declare the erdi?a unpakl prlrcipal balance under this Agreement and aN accrued unpaid interest immediately due, and then Borrower w(N pay that arrarrrd. ATTORNEYS' FEES; EXPENSES. Larder may hire or pay someone sba to Melp colbct this Agreement ff Bom~rer does not pay. Borrower will pay Lender that amount This irtdudea, suhjed to any Tunics under applkabb law, Lender's roasonable ettomeys' fees and Lmtders legal i expenses, whettser or not there ~ a Jeweler, including reasonaltis attorneys' fees, expenxs for banlavptay proceedngs (lxduding eRfotts f4 modify w vacate any arrbmatlc stay w injunctlon), and appeals. if not prohibited by applicable Eaw, Borrower aFso wUl pay any court ousts, in addttton to aN other sums prvvkkd bylaw. , JURY WAIVER. Lender and Borrower hereby vraiva the right to any Jury trial in any action, ptooeedfrrg, or eormterelalm itrought by ekher Lender i or $ortrnwer agariest ate other. j GOVERNING iJrW. This Agreearent wilt be Qovemed by federal law applicable to Lender and, to the extmtt not preempted by federal law, tt?e latws of the CommotNwalth• of Perswylvania twitltout rogard to its conflicts of law provisiarra Thls Agreement has been accepted by Leader In ~ . the Conanartwadat of Perarsyhrar+Is. [~iO1CE OF VENUE lf.there fs a tawstrit, Borrower ag[aes upon Lender's request to sutxnit to the jurisdiction of the cowls of Dauphin County, Comnanweatdt of PennsyHairda. RIGHT ~ SHTOfF. Tb itte'exlent parmfaed by aPPipb{e Isar, Lerxler texrves a rfght of setoff in aB Borrowers accounts with Lender (whether fig. aavgrga, or soma oiFter amount} This includes aN amarnts Borrower trolds jairtay ester someone else and art aeoounts Borrower may open its the future. However, ttsis does not kxdrrde any IRA of Keogh aa~ourRS, or arty tttxt accouttta for which settrff would ba prohibited by taw. Borrower auatoraes Lender, m are exterrt penrth6ed hY applicable law, fo rJterge or setoff ail sums owing on the hdebtedness against srty and ail ouch accounts. CONTiNU1NQ VALIDITY. Frcept as expressly changed by thk Agnxntent, the terrru of the original obligation or obiigationa, including ail agreeerserrts evidaroad or securing the obligadort(a). ramaln trrtcharged end in full totes and effect Consent by Lender tm this Agreement does j not wralNe lsttdars fight to strkt perforrnar>ca of the obliQation(a) as changed, trot obUgaba Landes to maker any ttAUre change in terms. Nottdng in thle Aprearter?t will cora6tute a satlafacfion of the obUgation(s} n k tt,e lr,~niion of Lender to retain as treble p®raes all malaers and ~ endorsers cif the origiml obUgatcon(s), lrcluditg accomrtrodattort parties. un{ess a party is expressly released by gender in witting. Any maker ar endorser, Ir>duding amomri~odafon makers, will not be rolessed by virtue of ttrfe Agreement tf any person who signed the original obUgatfon dose not sign tlds Agreement below, Bran ant persons algnlg below ado+oaWedge that tttb Ag?eanent k given Cord(Uortalttr, based on the representation b Larder that the non-signing party cor>.sarts to ills ~x and proviskxts of this Agreement or otherwise witl not be released by it. This walvHr applies cwt only >n any initial exterolon, modtficaaon or release, but abo to atl such subsequent actions. St1C WT~tE$i'S. 'The terms of this Agreement shall be bl?dirtg upon Borrower, and upon Bortowers heirs, personal representathres, st>ors, and assigns, and shall be erttorceabb by Lander and its successors and assigns. . NOTIF'1f US OF INACCURATE INFORMATION WE REPORT TO CONSUMER R~ORTING AGENCIF~. Please ratify us if wa report arty Ineocurate infonnaMon shout your account(s) to a mrtsurner reporting agency. Your wriaert notice describing the specUic inaccuracy(ies} should be sent to us at the fdlowfrtg addrxs: GRAYSTONE TOWER BANK 1826 Good Hope Road Fltola, PA 17025. MMSCH.tANE0U8 PROVISIONS. tf ary part of tfris Agnest»ertt carxtot be enforced, this tad wIU not affect the rest of the Agreement lender may delay or forgo etrforring arty of ks rights ar rertiediea under this Agreement wlaaut krskrg them. Borrower and tiny other person who signs, guarantees or' ertdorpes this Agreement, to the extent allowed by law, trraiwe prBSerttrrtent, demand for payment, ahd natfoa of disttorwr. tJport any dtstrpe in the tenrw of thla Agreemer6, and unless otherwise expressly stated kr twr#ing, rte party who signs ihls Agreement, whearar as maker, guaisntor, acoortsrrodatlon maker a etdorser, shetl be recessed from 11abUlty. AU aaratt parties agree than Landau may renew or extend (nepestedhr and ibr any length of time) this loan or release any party or guarenklr or r;otlaterat; or hnpair, fall to reaif¢e upon or perfect Lender's sacwlly interact M the ootleterei; and take arty other action deemed necessary by Lender witltout the consent of w closes bo atryorte. Ail such parties also agree that Larder may rnadlfy this loan without the corrsertt of or ncAloa ~ angers eater than fie party wah whom the modtlicatbn is made. The obNpetlons under this Apreenrent ere Joint and several. ff any ponbn of this Agreement is for any reason detemwied to be unenformabie, tt w1U rat adfed the entr>rceabidty of arty otter provisions of this Agreement CONFESSION OF JUDGMENT. BORROWER HEREBY 6iREVOC.ABLY AUTI~IORIZES AND EMPOWERS ANY ATTORNEY OR THE PftOTifONOTARY OR CLERIC OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO AiaPEAR AT ANY TIME FOR BORROWER AFT6t A DEFAULT UNDER THIS AGREEMENT AND WfTH OR WRHOtJT COMPLAINT F1L~, CONFESS OR ENTER JUDGMENT AGAINST BORRONVER FOR THE F.N'fIRE PRMICIPAL BALANCE OF THIS AGREEMENT ANO ALL ACCRUED MTEREST, LATE CHARGES AND ANY ANO ALL AMOIiNTS E7(PENDED OR ADVANCED SY LENDER REiATiPK3 TO ANY COLLATERAL SECURING THE IBS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEYS COMMISSION OF TEN l'El~IT (111%) OF THE UNPAID PRUeCUoAI BAL/1tV(:E AND'ACCRU~ INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FNE HUNDRED DOLlAR.S (2600) ON WHICH JUDGMENT Oft JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IAiMEDIATEiY; AND FOR SO DC?1NG, THIS AGREEMENT OR A COPY OF TMf.4 AGREEMENT VERI~D BY AFFlt>?1ViT SWLLL BE SUFliCIEM WARRANT. THE AU'T}IORCfY' GRANTED tN THIS AGRt~ENT TO COAF'ESS .UJDCME7HT AGAINST BORRONiFR SFWLL NOT 9E EXfiALISTED 8Y ANY EXERCLSE ~ THAT AUTHORITY, BUT SHALL CONSINEIE FROM TIME TO T>ti1E ANO AT Ali TiMES UNTIL PAYMENT NV FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT_ _ 1 _ CHANGE IN TERMS AGREEMENT Loan ND: 4000000762 (Continued) Page 3 BORROWER HEREB3Y WANES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDON~NT AND STATES THAT EITHER_A REPRESENTATIVE OF LENDER SPEGFICALLY CALL>=D THIS CONFESSION OF BORROWERS ATTENTION OR 80RRONVER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL CWNSEL PRIOR TO SIGNaio THIS AGREEMENT, BORROYER READ AND UNDER,S7000 ALL THE PROVISIONS OF THIS AGR~ENT, INCLUDING THE VAR1+18LE INTEREST RATE PRWISIONS. BORRCIVMER AfiItEEB TO TFIE TERMS OF THE AGREfML°NT. THIS ALiREEML?NT IS GIVEt~I UNDER SEAL AND R IS INTENDED THAT THIS AGREEiIIENT IS AND SHALL CONSTRUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CENTRAL PENNSYLV U1110NARY IATES, LLC ~ BY ' ~ 13sa1) Tfmot ~y , Ilfei of Central Pennsylvania Pulmon asociates, LLC LENDER: GRAYSTON BANK, A SIGN OF RAYSTONP TOWER BANK c X rtse, ae res WmVR04M,.McfAiiW Cyl.l?MM ti+„IlN~fw. M.1N~91/1. Ylyrww,~. -M ~~.1V{1006p 1Ri1{ M-1 _ _ , . ..RANGE iN TERMS AGREEMk..:T Borrower: Central Pennsylvania Pulmonary Associates, LLC Lender: GRAYSTONE BANK 2250 Mgtennium Way Capital Region Enola, PA 17025 112 Market Street Harrisburg, PA 17101 Principal Amount: 5200,000.00 Oate of Agreement: January , 2009 o x u an a rvere o en era romissory a ~n original Principal Amount of Two Hundred Thousand and OOt100 Dollars (8200,000.00) ;"Note") with interest accruing at a Veriabl Interest Rate of lender's Prime Rate plus 1.00% with no floor limitation. DESCRIPTION OF CHANGE IN TERMS. Effective the date of this Agreement, lender and Borrower have agreed to include a floor of 5 5096 on the Variable Interest Rate, a8 the terms of which are defined below. PROMISE TO PAY. Central Pennsylvara Pulmonary Associates, LLC ("Borrower") promises to pay to GRAYSTONE BANK f"Lander"), r order, in lawful money of the United States of America, on demand, the primaipal amount of Two Htmdrad Thousand & 00!100 OoMara (S20 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 umti; repayment at each advance. PAYMENT. Borrower wit! pay this ban in fuU immediately upon Lender's demand. Borrower wiN pay regular monthly payments of ai acaued unpaid interest due as of each paymant date, beginning Fetxuary 1, 2009, with all subsequent interest payments to be due on the as a day of each month after that. Unteas otherwise agreed or required by applicable law, payments wpl be applied first to any accrued unpaid interest; then to principal; then to any late charges; and than to any unpaid eollectbn costs. Borrower wiN pay Lender at Lender's address sho n above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this ban is subject to change from time to time based on changes in art index which is ` Lender's Prime Rate Ithe "Index"). This is the rate Lender charges, or would charge, on f}0-day unsecured Loans to the most cre itworthy corporate customers. This rate may or may not be the lowest rata available from Lender at any given time. Lender will tell Borrower t current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Le der may make loans based on other rates as wall. The interest rate to be applied to the unpaid principal balance of this loan will ba calc !sled as i described in the "INTEREST CALCULATION METHOb" paragraph using a rate of 1.000 percentage point over the index. NOTICE: nder no circumstances will the interest rate on this loam be less than 5.500% per annum or more than the maximum rate allowed by applicable I w. INTEREST CALCULATION METHOD. Interest an this ban to computed an a 365/360 basis; tt?at is, by applying the ratio at the interest to over ~ a year of 360 days, multiplied by the outstanding principal ba~nce, multiplied Hy the actual number of days the principal balance is au landing. y All interest payable under Chia loan to computed using this method. PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will no unless agreed to by Lender in writing, relieve Borrower of Borcowar's obligation to contihue to make payments of accrued unpaid interest. Rai r, early payments wilt reduce the principal balance due. Borrower agrees not to sand Lender payments marked "paid in full", "without rec roe", or similar language. If Borrower sends such a payment. Lender may accept it without losing any of Lender's rights under this Agreem nt, and Borrower will remain obligated to pay any further amount owed to lender. All written communications concerning disputed amounts, i luding any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is ndered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: GRAYSTONE BANK, 112 Market Sweet Harrisburg, PA 17101. LATE CHARGE. If a regularly scheduled interest payment is 20 days or more late, Borrower wilt ba charged 10.000% of the regularly s eduled payment or 8250.00, whichever is greater. if Lander demands payment of this loan, and Borcower doss not pay the loan in ful[ within 0 days after Lender's demand, Borrower also will be charged either 10.000% of the sum of the unpaid principal plus accrued unpaid int rest or $250.00, whichever is greater. INTEREST AFTER DEFAULT. Upon defauk, including failure to pay upon final maturity, the interest rate on this loan shall be increased b adding a 2.000 percentage point margin t"Default Rate Margin"). The Default Rete Margin shall also apply to each succeeding interest rate cha a that would have applied had there been no defeuh. If judgment is entered in connection with this Agreement, interest will continue to acc a after the date of judgment at the rate in affect at the lima judgment is entered. However, in no event wilt the interest rate exceed the m ximum 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 Agreement and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lander may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borro er will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lenders legal expanses, whether or not there is a lawsuit, including reasonable attorneys' fees, expenses for bankruptcy proceedings ;including of orts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court c sts, 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 ender or Borrower against the ether. GOVERNRYG LAW. This Agreement will be governed by federal law appgcable to Lender and, to the extent not preempted by federal I w, the taws of the Commonwealth of Pennsylvania without regard m its conflicts of law provieiona. This Agreement has been accepted by L der in the Commonwealth of Pennsylvania. CH01CE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Dauphin ounty, 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 ( ther checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrow r may open in the future. However, this does not include any IRA or Keogh accounts, or any mist accounts for which setoff would be prohibi ed by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness agai st any and alt such accounts. LINE OF CAElJIT. This Agreement evidences a revdving fine of credit. Advances under this Agreement may be requested either oral! or in writing by Borrower or by en authorized person. All oral requests shall be confirmed. in writing on the day of the request, on forms accept ble to tender. Ali communications, instructions, or directions by telephone ar otherwise to Lander are to be directed to Lender's office shown hove. Borcower agrees to be liable for alt sums either: (A) advanced in accordance with the instructions of an authorized person or ;B) cred led to CHANGE IN TERMS AGREEMEN-~-~ loan No: 4000000762 iCOntintled) ~ Page 2 any of Borrower's accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be evidenced by end sements 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, in lading all agreements evidenced or securing the obligationlsi, remain unchanged and in full force and effect. Consent by Lender to this Agree ant does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in term Nothing in this Agreement wltl constitute a satisfaction of the obligationisi. It is the intention of Lender to retain as liable parties all m keys and endorsers of the on final obli aborts includi c o. 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 ail persons signing below acknowledge that this Agreement is given conditionally, ba don the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise wig not 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 shell be binding upon Borrower, and upon Borrower's heirs, personal repres ntatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS pROYISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreeme Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other pe son who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, end notice of ishonor, 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 r extend (repeatedly and for any length of times this loan or release any party or guarantor or collateral; or impair, fail to realize upon or pane Lender's security interest in the collateral; end take any other action deemed necessary by Lender without the consent of or notice to anyone. Ali such parties a{so agree that Lender may modify this loan without the consent of or notice to anyone other than the party wkh whom them ification is made. The obligations under this Agreement are joint and several. PR10R TO SIGNING THt3 AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUD G THE VARIABLE INTEREST RATE PROV1SiONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT iS 61VEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT 15 AND SHALL CONSTITUTE AND H VE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: CENTRAL PENNSYLV NARY OCtATES, LLC By: (Seat} A. K of Contra! Penney ania Pulrtwnary A oc ~ es, LLC LENDER: GRAYSTONE B K r X M to . K e, rce r ant u491 ~ lsWna. V.,, it4.OGA0t CM,. W,rn~ N,aalY lm.~ru. M. 19A. 7D08. M ~~4 MwrwE. . ?A 5,4,wiYACI1LLRICfoCA 11FL{ ¦bf _r I VERIFICATION Lisa Painter verifies that she is the Loan Workout Officer of Susquehanna Bank, Plaintiff in the 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: ~Cl.-l ~c~ r ~ Lisa Painter 3648271 _ _ _ _ ~ 1IZ~UO 22 PPf 1:07 _.,~f~~RL~NO COUNTv BARLEY SNYDER LLP ~~~,N$ y~-YANiA William C. Colby, Jr., Esquire Troy B. Rider, Esquire Court LD. 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. CNIL ACTION -LAW CARLA J. DENTE-CLARK De endant No. ' S~ Y c ~ 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 last known address for the Defendant, Carla J. Dente-Clark is 9 Sand Pine Court, Mechanicsburg, PA 17050. Respectfully submitted, BARLEY E P By: Troy B 'der, Esquire 3648271 _ _ _ . _ I ~J`lJ}~ 1` ~`i.:C.. 2~ 1l AUG 22 P~! ! ~ 08 ~.U~B~RLANO CO111VTY f'Eh'NSYLYANfA 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, Plaints PENNSYLVANIA v. CNIL ACTION -LAW CARLA J. DENTE-CLARK ii De endant No. i " `l ~ ~ j ~t °n`' AFFIDAVIT OF BUSINESS PURPOSE COMMONWEALTH OF PENNSYLVANIA ss COUNTY OF C1,1''j0~ Before me, the undersigned authority, personally appeared LISA PAINTER, 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 purposes, and no for the purpose of any personal, household, family or residential uses, as of the date of this da it. Lisa Painter SWO and subs 'bed b f re me this day of , 2012. coMn+on?wen~rH of ~~?snvw Notary Public Notarial s- i (?B~anna Publk ra Tvvp., N 2014 M ,Pennsylvania ~ Notaries 3648271 1 ~:'r'° r~ ~ HO !C ~ora~, ZQ~2AUG 22 p~ 08 n~r~~~~~AHO couNr~~ BARLEY SNYDER LLP ~~~hS YLyq~~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, Plaints PENNSYLVANIA v. CNIL ACTION -LAW CARLA J. DENTE-CLARK De endant No. ~ a ~ ~,Z ~ ~ NON-MILITARY AFFIDAVIT COMMONWEALTH OF PENNSYLVANIA ! ,~~.rr~ ss COUNTY OF ~J Before me, the undersigned authority, personally appeared Lisa Painter, who being duly sworn according to law, doth depose and say that Carla J. Dente-Clark, the Defendant, is not in the Military or Naval Service based on the following facts: Age of Defendant: 44 Last known place of employment: Unknown Last known place of residence: 9 Sand Pine Court Mechanicsburg, PA 17050 as of the date of this Affidavit. Lisa Painter SWO and sub ibed before me this d of , 2012. Public rnMMONw~uTH of peNNSnvtwra seal Devanna l.ugaro, Notary public Swatara Twp., My Comma Feb, m14 Member. Pennsylvania Assodatlon of Notarks 3648271 _ _ _ 1 Results as of :Aug-012p12 07:21:20 Department of Defense Manpower Data Center SCRA 2.3 i Last Name: CLARK First Name: CARLA Middle Name: Active Duty Status As Of: Aug-09-2012 a,-AdN~ Drary On Active Oury t~u,n.r AIMS Duty sere DW Aaty. Duy Fne ns. stahn Servle~Carrtponsn( NA NA IVO NA This response reneeisplebls' aoftve d1Ay atatu~ based on ttw ~tq.#7~y Stag Date 1.SA Ac11ve Duly YlfgdB ID67'i>~s otAC>>vs Dc~BMMMIt~are Actlve..Outy Sort Date A6llvri tikAy 8rd Dsw 9ssttre 9eri1ol Cdr~onent NA N.A No NA This response reflects whore tH indhddual left active duty stetua wllhin 987days preceding rr~e Ave aty Status Date The 6AerriWr of MMJfir lJne V'An M1eMed of s Fut<rrv CaWp to Acute Duty an'AdM Duty Stalls Date eXder NoMAcegon Share Date Order Not)fkatbr EM Orie Servla t NA NA NO NA This response rafleds whettter the 4x8+~du1f#r ithllwr w>rt has recewad ~ to report for alive duty Upon searching the data banks of the Department of Defense Manpower Data Center: based on the information that you provided, the above is the tatus 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 Heal ,and Coast Guard). This status includes information on a Servicemember or his/her unit receiving notification of future orders to report for Active Duty. ~ Mary M. Snavely-Dixon, Director Department of Defense -Manpower Data Center 4800 Mark Center Drive, Suite 04E25 Arlington, VA 22350 . iE..~IJ-U~ ~tt~ 2Ql2 AUG 22 PM ! ~ 08 '~~~i~ERL~N~ COU~i'Y P~NNSY! YAt~IA 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 CARLA J. DENTE-CLARK De endant No. - S ~ ~ a' NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: CARLA J. DENTE-CLARK DATE: AUGUST ~,a-2012 A judgment in the amount of $169,732.18, plus interest at the rate per day rate of $23.1 from August 8, 2012, plus late fees, and costs of collection has been entered against you and i 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. 3648271 i 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 LAWYE . 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 William F. C y, r., Esquire Troy B. er, Esquire Attorney for Plaintiff 3648271 SUSQUEHANNA BANK, Successor by COURT OF COMMON PLEAS OF Merger to GRAYSTONE BANK CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION -LAW CARLA J. DENTE-CLARK tt''~~ ~ V! De endant No. ~ a- 5 ~ `i NOTICE (X) Notice is hereby given that a judgment in the above-captioned matter has been entered against you in the amount. of $169,732.18, on August 2012. (X) A copy of all documents filed with the Prothonotary in sup ort of the within judgment e enclosed. Prothonotary Civil Division 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: Cazla J. Dente-Clark ADDRESS: 9 Sand Pine Court, Mechanicsburg, PA 17050 3648271