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HomeMy WebLinkAbout97-00546 1995 (the "Mortgage") in favor of CRM which was recorded in the Cumberland County Recorder of Deed's Office in Book 504, Page 270. A true and correct copy of the Mortgage is attached hereto as Exhibit "A" and is made a part hereof. 4. The Mortgage secures, in part, an Amended and Restated Loan Note dated as of September 15, 1995 (the "Note") executed by Carlisle in favor of CRM in the original principal amount of $5,200,000.00. A true and correct copy of the Note is attached hereto as Exhibit "B" and is made a part hereof. 5. The real property which is the subject of, and secured by, the Mortgage, is located in Middlesex Township, Cumberland County, Pennsylvania (the "Mortgaged Property") and is more specifically described in the legal description attached to the Mortgage. 6. At Carlisle's request, CRM advanced one hundred eighty thousand dollars ($180,000) to purchase equipment (the "Equipment Advance"), and to protect CRM's security in connection with the operation of, the Mortgaged Property. 7. Carlisle has defaulted in its obligations to make payments due under the Note since November 15, 1996, as required under the Note and Mortgage. 8. CRM sent to Carlisle a letter dated January 16, 1997 (the "Demand and Acceleration Letter") advising Carlisle of their default and demanding immediate payment of all sums due. A true and correct copy of the Demand and Acceleration Letter is attached hereto as Exhibit "c" and is made a part hereof. -2- 9. Despite demand, carlisle has failed to pay the sums due and, therefore, Carlisle is in default under the Note and Mortgage. 10. Pursuant to the Note and Mortgage, judgment may be entered against carlisle for all monies due without further notice or demand. 11. Pursuant to the Note and Mortgage and by reason of Carlisle's default thereunder, the following amounts are currently due and owing CRN by Carlisle: principal Amount Due: Interest Accrued And Unpaid Through January 15, 1997: Equipment Advance: $5,200,000.00 TOTAL: $ 359,533.00 S 180.000.00 $5,739,533.00 ------------- ------------- 12. Carlisle is the legal owner of the Mortgaged property located in Middlesex Township, Cumberland County, Pennsylvania, as more specifically described in the Mortgage. 13. The Mortgage has not been assigned. 14. Pursuant to the Note and Mortgage, $5,739,533.00 is currently due and owing CRN from carlisle, and carlisle has failed to pay the amount due. WHEREFORE, plaintiff CRN Motel company LLC, a New York limited liability company, requests that Judgment In Mortgage Foreclosure be entered in its favor and against Defendant KBS Motel Associates Limited Partnership and Aegis Hotel Investors -3- APPIDAVIT STATE OF NEW YORK COUNTY OF Ntw yPiL'{- S5. ARTHUR PERGAMENT, being duly sworn according to law, deposes and says that he is the Manager of CRM Motel Company LLC, a New York limited liability company, Plaintiff herein; that he is authorized to take this Affidavit for and on behalf of Plaintiff; and, that the facts set forth in the foregoing complaint In Mortgage Foreclosure are true and correct to the best of his information, knowledge and belief. ARTHUR PERGAMENT JOANNE NICOlARI Not.ry Public, Statn 01 Nnw York No. 01 NI5025157 O""li'IPd In Wr.'ttr.hp~tp., County OJ () CornmI5~'on E.plres March 21, 19-,t4' / ... " ; Ja&L/:t Q 1 ) 0/) . -to , /' SECOND AMENDMENT AND RESTATED OPEN.END MORTGAGE AND SECURITY AGREEMENT between CARLISLE INN JOINT VENTURE. a Delaware general partnership ("Mortgagor") and CRM MOTEL COMPANY LLC a New York Limited Liability Company with an address at 707 Westchester Avenue White Plains. New York 10604 ("Mortgagee") DATED AS OF September [/.J1. 1995 LOCATION OF PREMISES t.i. " ~ , ~ \.- -' .-: ~ '.:' (J) 1..J,.., (": r:' 'll". .... "L. .., '- 1 :~. ~~ ;-' ;.. - . u:: ~, ::J 0''';,',: ::; n .' - Middlesex Township Cumberland County Pennsylvania ~ r,'" ~ :;!; r"~ ," o -t :., ..-. -< '=' 0 o .<r. N ." ,.. After recording. please return to: Robinson Brog Leinwand Reich Genovese & Gluck p,C, 1345 Avenue of the Americas New York, New York 10105-0143 ATfN: Lawrence Goldman, Esq. C:,WI'~ I' (.,Oll):AA.'"J'ERO,\.\tE.''lJSOM.l SAG.C..\.1 09115,9S-2.-GJpm BOOK 504- P.IG: ?70 " , SECOND AMENDMENT AND RESTATED MORTGAGE AND SECURIJl' AGREEMENT TIllS SECOND AMENDMENT AND RESTATED OPEN.END MORTGAGE AND SECURITY AGREEMENT dated as of September 15, 1995 between CARLISLE INN JOINT VENTURE, a Delaware general partnership with addresses c/o Aegis Capital, 70 East Sunrise Highway, Suite 415, Valley Stream, New York 11581.1266 ("Mortgagor") and CRM MOTEL COMPANY LLC, a New York Limited Uability Company having an office at 707 Westchester Avenue, White Plains, New Yorlc, New York 10604 ("Mortgagee"); WHEREAS, Mortgagor executed a certain promissory note dated December 20, 1986, made to the order of Manufacturers Hanover Trust Company ("MlIT") in the principal amount of $5,200,000 secured by a Mortgage and Security Agreement as of that date ("Initial Mortgage") recorded in the records of Cumberland County on January 2, 1987 in book 847 at page 890; WHEREAS, the Initial Mortgage was amended by a First Amendment to Mortgage between Mortgagor and MHTwhich was recorded on December 15,1991 in mise. book 393 at page 1190; WHEREAS, the Initial Mortgage, as amended, was assigned by Chemical Banlc, successor by merger to MHT, by Assignment of Mortgage and Other Loan Documents dated November 17, 1994 to Lennar Gotham Partners Inc, ("Lennar") and the Assignment of Mortgage and Other Loan Documents was recorded on November 17, 1994 in mise, book 486 at page 114; WHEREAS, the Initial Mortgage, as amended, was further assigned by Lennar by Assignment of Mortgage and Other Loan Documents to MVB Metropolis Properties, LP, ("MVB") and the Assignment of Mortgage and Other Loan Documents was recorded on December 8, 1994 in mise, book 487 at page 649; WHEREAS, the promissory note, as amended, is concurrently herewith being further amended by that certain Second Amended and Restated Loan Note of even date herewith; (the note as amended, is hereinafter referred to as the "Note"). WHEREAS, MVB desires to further assign the Initial Mortgage to Mortgagee and Mortgagee has agreed to accept an assignment of the Initial Mortgagr.; and WHEREAS. pursuant to a commitment dated August 31, 1995 between Mortgagor and others, for the benefit of Mortgagor and Mortgagee (the "Commitment"), Mortgagor and Mortgagee have agreed to further modify the terms of the Initial Mortgage. as amended and Note. including among other things to extend the maturity date and to change the rate of interest provided for under the Note. (The Initial Mortgage, First BOOK 504 rAGE ?71 , . , Amendment to Mortgage and Security Agreement and this Second Amendment and Restated Open-End Mortgage and Security Agreement are hereinafter collectively referred to as the "Mortgage"). NOW, TIlEREFORE, for and in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of which is hereby aclcoowledged, and intending to be legally bound Mortgagor and Mortgagee agree that the Mortgage is amended and restated in its entirety as follows: WITNESSETII, that to secure the payment of an indebtedness in the sum of FIVE MallON lWO HUNDRED TIlOUSAND ($5,200,000) DOLLARS lawful money of the United States, to be paid according to the Note, all other obligations and liabilities due or to become due the Mortgagee, all amounts, sums and expenses paid hereunder by the Mortgagee according to the terms hereof and all other obligations and liabilities of the Mortgagor under this Mortgage and the Note, together with all interest and prepayment fees on the said indebtedness, and other obligations, liabilities, amounts, sums and expenses; and to secure the payment of an indebtedness in the sum of TWO MILLION TWO HUNDRED SIXTY TIlREE TIlOUSAND SIX HUNDRED FIFTY ($1,263,650) DOLLARS to be paid according to a certain Note from Harrisburg Inn Joint Venture to MIff dated December 22, 1986 in the principal sum of SIX MILLION EIGlIT HUNDRED TIlOUSAND ($6,800,000) DOLLARS and as amended and restated by an Amended and Restated Loan Note dated as of February 12, 1991, and as further amended by Second Amended and Restated Loan Note from Harrisburg Inn Joint Venture to Mortgagee of even date herewith, (the "Harrisburg Note"), and any renewals, modifications or extensions thereof, the provisions of the Harrisburg Note being incorporated herein by reference; and Any sums advanced by MIff pursuant to the provisions of that certain Mortgage and Security Agreement dated December 22, 1986 made by Harrisburg Inn Joint Venture for the benefit of MIff and amended by that certain First Amendment to Mortgage and Security Agreement dated as of February 12, 1991, and further amended by Second Amendment and Restated Mortgage and Security Agreement between Harrisburg Inn Joint Venture and mortgagee of even date herewith (the "Harrisburg Mortgage"); and All other sums recoverable by Mortgagee and all other obligations of Harrisburg Inn Joint Venture under the provisions of the Harrisburg Note, the Harrisburg Mortgage and any and all documents other than the Harrisburg Mortgage and the Harrisburg Note (the "other Harrisburg Security Documents"), now or hereafter executed by Harrisburg Inn Joint Venture and/or others, which wholly or partially secure the Harrisburg Note. All the aforesaid are hereinafter collectively referred to as the "Indebtedness", The Mortgagor bereby mortgages to the Mortgagee with MORTGAGE COVENANTS: 09nl,9S-ZJl'".. ") c;\wp~ 1 '.GOLDMA.''''PERGA.\IE.'\l~nM.tS^G.CA'' e~o~ 50 t f.\GE ~~'" . I r:. , . , All that certain lot, piece or parcel oC land more particularly described in Schedule "A" annexed hereto and by this reference made a part hereoC: TOGEllIER with the buildings and improvements now or hereaCter located on said land (collectively, the "Building") and all right, title and interest, iC any, oC the Mortgagor in and to the streets and roads abutting said land to the center lines thereoC, and strips and gores within or adjoining said land, the air space and all development rights with respect thereto and right to use said air space and development rights above said land, all rights oC ingress and egress by motor vehicles to parking Cacilities on or within said land, all easements now or hereafter affecting said land, royalties and all rights appertaining to the use and enjoyment oC said land, including, without limitation, alley, drainage, mineral, water, oil and gas rights (said land together with the Building, the property and other rights, privileges and interests encumbered or conveyed hereby, are hereinaCter collectively referred to as the "Premises"); TOGETHER with all Cixtures and articles oC personal property and all appurtenances and additions thereto and substitutions or replacements thereoC, owned by the Mortgagor and now or hereaCter attached to, contained in, or used in connection with the Premises or placed on any part thereoC, though not attached thereto, and all proceeds thereoC. Without limiting the Coregoing, the Mortgagor hereby grants to the Mortgagee a security interest in all oC the Mortgagor's present and future "Cixtures", "equipment", "proceeds" and "general ,intangibles" (as said quoted terms are defined in the UniCorm Commercial Code oC the State wherein the Premises is located) (the Premises and said fixtures and articles oC personal property and said "fixtures", "equipment", "proceeds" and "general intangibles" encumbered and conveyed together with rents, issues, proCits, accounts receivable (i.e" room rents, restaurant receipts, liquor sales, etc.) hereby are hereinaCter sometimes called the "Mortgaged Property") and the Mortgagee shall have, in addition to all rights and remedies provided herein, and in any other agreements, commitments and undertakings made by the Mortgagor to the Mortgagee, all oC the rights and remedies oC a "secured party" under the said Uniform Commercial Code. To the extent permitted under applicable law, this Mortgage shall be deemed to be a "security agreement" (as defined in the aCoresaid Uniform Commercial Code), If the lien of this Mortgage is subject to a security interest covering any such personal property, then all of the right, title and interest oC the Mortgagor in and to any and all such property including "equipment", "proceeds", and "general intangibles", is hereby assigned to the Mortgagee, together with the. benefits of all deposits and payments now or hereafter made thereon by the Mortgagor; TOGETHER with all unearned premiums, accrued, accruing or to accrue under insurance policies now or hereafter obtained by the Mortgagor and all proceeds oC the conversion, voluntary or involuntary, of the Mortgaged Property or any part thereof into cash or liquidated claims, including, without limitation, proceeds oC hazard and title insurance and all awards and compensation heretoCore and hereaCter made to the present and all subsequent owners of the Mortgaged Property by any governmental or other lawful authorities for the taking by eminent domain, condemnation or otherwise, oC all or any part 09/U,'9S.2;().4pm 3 C. '.WN 1'.tIOUJMA. ....,rERGA.\lr.s...:..''DM.t SAG.o..a e~8,~ 50 1 f~GE ~'-''l _ Il) ,. , of the Mortgaged Property or any easement therein, including awards for any change of grade of streets; TOGE1lIER with all right, title and interest of the Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property, hereafter acquired by, or released to, the Mortgagor or constructed, assembled or placed by the Mortgagor on the Mortgaged Property, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by the Mortgagor, shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by the Mortgagor and specifically described herein, TO HAVE AND TO HOLD the Mortgaged Property unto the Mortgagee and its successors and assigns until the Indebtedness is paid in full. This mortgage is intended to be a Plant Mortgage under and in accordance with Pennsylvania law (including, without limitations, Pennsylvania's assembled industrial plant doctrine), ARTICLE I Covenants of the Mortgagor AND the Mortgagor covenants and agrees with the Mortgagee as follows:. Section 1.01. Pavrnent of the Indebtedness, The Mortgagor will punctually pay tbe Indebtedness in immediately available funds as provided herein and in the Note, all in the coin and currency of the United States of America which is legal tender for the payment of public and private debts, Section 1.02, Title to the Mortgal!ed Property, The Mortgagor warrants that: (i) it has good and marketable title to the Mortgaged property subject only to those exceptions to title set forth in the policy of title insurance insuring tbe lien of this Mortgage; (ii) it bas full power and lawful authority to encumber the Mortgaged Property in the manner and form herein set forth; (iii) it will own or lease all fixtures and articles of personal property now or hereafter affixed andior used in connection with the Premises, including any substitutions or replacements thereof, free and clear of liens and claims; (iv) this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property, and (v) it will preserve such title, and will forever warrant and defend the same to the Mortgagee and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever, Section 1.03. Maintenance of the Mortl!aged PropertY, The Mortgagor shall maintain the Mortgaged Property in good repair, shall comply with the requirements, regulations, rules, ordinances, statutes, orders and decrees of any governmental authority or court jurisdiction claiming jurisdiction over the Premises (collectively, the "Requirements" and individually a "Requirement) within thirty (30) days after an order containing such 09nlo'l~Z.~.. B~G~ 501 f.ICE 27,1 .. CIW''''IGOUlMN/II'ERO^,\lENWIDM4SAO.o.4 " I' requirement bas been issued by any sucb authority and sball permit the Mortgagee to enter upon the Premises and inspect the Mortgaged Property at all reasonable bours and without prior notice, The Mortgagor sball not, witbout the prior written consent of the Mortgagee, wbicb sball not be unreasonably withbeld or delayed, tbreaten, commit, permit or suffer to occur any waste, material alteration, demolition or removal of the Mortgaged Property or any part thereof; provided, bowever, that fixtures and articles of personal property may be removed from the Premises if tbe Mortgagor concurrently therewitb replaces same with similar items of equal or greater value, free of any lien, cbarge or claim of superior title. Section 1.04, Insurance: Restoration. (a) The Mortgagor sball keep the Buildings insured against damage by fire and the other bazards covered by a standard extended coverage insurance policy for the full insurable value thereof (wbicb, unless the Mortgagee sball otherwise agree in writing, sball mean the full repair and replacement value thereof without reduction for depreciation or co-insurance), In addition, the Mortgagee may require the Mortgagor to carry such otber insurance on tbe Buildings now or bereafter located within tbe Premises, in sucb amounts as may from time to time be reasonably required by institutional lenders, against insurable casualties wbicb at the time are commonly insured against in tbe case of premises similarly situated, due regard being given to the site and the type of tbe Building, tbe construction, location, utilities and occupancy or any replacements of substitutions tberefor. The Mortgagor sball additionally keep tbe Building and equipment located tberein and thereon now or hereafter located on the Premises insured against loss by flood if the Premises are located in an area identified by the Secretary of Housing and Urban Development as an area having special flood hazards . and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor act thereto) in an aDlount at least equal to the outstanding Indebtedness or the maximum limit of coverage available with respect to the buildings under said Act, whichever is less, and will assign and deliver the policy or policies of sucb insurance to the Mortgagee, which policy or policies shall have endorsed thereon the standard New York (or local equivalent) mortgagee clause in the name of the Mortgagee, so and in such manner and form that the Mortgagee and its successors and assigns shall at all times have and hold the said policy or policies as collateral and further security for the payment of the Indebtedness until the full payment of the Indebtedness. The proceeds of insurance paid on account of any damage or destruction to the Premises or any part thereof sball be paid over. to the Mortgagee to be applied as hereinafter provided, (b) Subject to compliance with the Commitment, the Mortgagee shall have the option in its sole discretion to apply any insurance proceeds it may receive pursuant to this Section 1.04 to the payment of the Indebtedness or to allow all or a portion of such proceeds to be used for the restoration of the Premises. In the event that the Mortgagee elects to allow the use of such proceeds for the restoration of the Premises, then such use of the proceeds shall be governed as hereinafter provided. (c) In the event of dllmage or destruction to the Premises. occurring after tbe date hereof. the Mortgagor shall give prompt written notice thereof to the Mortgagee and shall promptly commence and diligently continue to perform repair, restoration and rebuilding of the Premises so damaged or destroyed (hereinafter referred to as the "Work") to restore the Premises in full compliance with all legal requirements and so that the Premises shall be at least equal in value and general utility liS they were prior to the damage or 09l1l,\l$,~lUp.. 808.\ 501 f.\G[ :n.5 5 C.'WPll'COlDMAN\I'ERGAME."I\2."IIlM4SAG.CA4 destruction, and if the Work to be done is structural or if the cost of the work as estimated by the Mortgagee 'shall exceed Two Hundred Thousand Dollars ($200,000) (hereinafter referred to as "Major Work"), then the Mortgagor sball, prior to the commencement of the Work, furnish to the Mortgagee: (1) complete plans and specifications for the Work (approved by all governmental authorities whose approval is required), for the Mortgagee's approval, which approval sball not be unreasonably withheld or delayed, Said plans and specifications shall bear the signed approval thereof by an architect satisfactory to the Mortgagee (hereinafter referred to as the "Architect") and shall be accompanied by the Architect's signed estimate, bearing the Architect's seal, of the entire cost of completing the Work; (2) certified or photostatic copies of all permits and approvals required by law in connection with the commencement and conduct of the Work; and (3) a surety bond for and/or guaranty of the payment for and completion of, the Work, which bond or guaranty shall be in form satisfactory to the Mortgagee and shall be signed by a surety or sureties, or guarantor or guarantors, as the case may be, who are acceptable to the Mortgagee and qualified to do business in the state in which the Premises are located, and in an amount not less than 110% of the Architect's estimate of the entire cost of completing the Work, less the amount of insurance proceeds, if any, then held by the Mortgagee for application toward the cost of the Work, (d) The Mortgagor shall not commence any of the Work until the Mortgagor shall have complied with the applicable requirements referred to in subparagraph (i) above, and after commencing the Work the Mortgagor shall perform the Work diligently and in good faith in accordance with the plans and specifications referred to in subparagraph (i) above, if applicable. (e) All insurance proceeds recovered by the Mortgagee on account of damage or destruction to the Premises less the cost, if any, to the Mortgagee of such recovery and of paying out such proceeds (including attorneys' fees and costs allocable to inspecting the work and the plans and specifications therefor), shall, upon the written request of the Mortgagor, be applied by the Mortgagee to the payment of the cost of the Work referred to in subparagraph (c) above and shall be paid out from time to time to the Mortgagor and/or, at the Mortgagee's option exercised from time to time, directly to the contractor, subcontractors, materialmen, laborers, engineers, architects and other persons rendering services or materials for the Work, as said Work progresses except as otherwise hereinafter provided, but subject to the following conditions, any of which the Mortgagee may waive: 1. If the Work to be done is structural or if it is Major Work, as determined by the Mortgagee, the Architect shall be in charge of the Work; 2. Each' request for payment shall be made on seven (7) days' prior notice to the Mortgagee and shall be accompanied by a certificate of the Architect if one be required under subparagraph (c) above, otherwise by a managing general partner or chief financial officer of the Mortgagor. stating (i) that all of the Work completed has been done in compliance with the approved plans and specifications. if any be required under said subparagraph (c), and in accordance with all provisions of law and any agency having jurisdiction over the Mortgaged Property: (ii) the sum requested is justly required to reimburse the Mortgagor for payments made by the Mortgagor to. or is justly due to, the contractor, subcontractors, materialmen. laborers, engineers, architects or other 09l1l,9~2.-o<p.. e~Gt. 50-1 F^GE ?'i'6 6 C.IWl'lllGOlDMA."'IPERGA.'olE!<\2.'lDMASAG.CAI persons rendering services or materials for the Work (giving a brief description of such services and materials), and that when added to all sums, if any, previously paid out by the Mortgagee does not exceed the value of the Work done to the date of such certificate; and (iii) that the amount of such proceeds remaining in the hands of the Mortgagee will be sufficient on completion of the Work to pay for the same in full (giving in such reasonable detail as the Mortgagee may require an estimate of the cost of such completion); 3, Each request shall be accompanied by waivers of liens satisfactory to the Mortgagee covering that part of the work previously paid for, if any, and by a search prepared by a title company or licensed abstractor or by other evidence satisfactory to the Mortgagee, and there has not been filed with respect to the Premises any notice of contract, mechanic's lien or other lien or instrument for the retention of title in respect of any part of the Work not discharged of record and that there exist no encumbrances on or affecting the Premises other than encumbrances, if any, which are set forth in the title policy issued to the Mortgagee insuring the lien of this Mortgage; 4. No lease affecting the Premises immediately prior to the damage or destruction shall have been canceled, nor contain any still exercisable right to cancel, due to such damage or destruction; 5, There shall be no default on the part of the Mortgagor under this Mortgage or the Note or any o~er instrument securing the same; and 6, The request for any payment after the Work has been completed shall be accompanied by a copy of any certificate or certificates required by law to render occupancy of the Premises legal, Upon completion of the Work and payment in full therefor, or upon failure on the part of the Mortgagor promptly to commence or diligently to continue the Work, and to complete the Work prior to the Maturity Date (as defined in the Note,) or at any time upon request by the Mortgagor, the Mortgagee may apply the amount of any such proceeds then or thereafter in the hands of the Mortgagee to the payment of the Indebtedness, provided, however, that nothing herein contained shall prevent the Mortgagee from applying at any time the whole or any part of such proceeds to the curing of any default under this Mortgage or the Note, (f) In the event the work to be done is not Major Work as determined by the Mortgagee, then the net insurance proceeds held by the Mortgagee for application thereto shall be paid to the Mortgagor by the Mortgagee upon completion of the Work, subject to the provisions of the foregoing subparagraphs (c), (d) and (e) except thc~e which are applicable only if the work to be done is Major Work as determined by the Mortgagee, (g) If within one hundred twenty (120) days after the occurrence of any damage or destruction to the Premises (occurring after the date hereof) requiring Major Work in order to restore the Premises, the Mortgllgor shall not have submiued to the Mortgagee and received the Mortgagee's approval of plans and specifications for the repair, restoration and rebuilding of the Premises so damaged or destroyed (approved by the Architect and by all 091l,nS-2.-o4p.. BOO~ 50 1 i.ICE :27'7 7 C,\WI'lIIGOUlMM'II'EROAMENIZo'/DM.tSAO.CA4 governmental authorities whose approval is required), or if, after such plans and specifications are approved by all such governmental authorities and the Mortgagee, the Mortgagor shall fail to commence promptly such repair, restoration and rebuilding, or if thereafter Mortgagor fails diligently to continue such repair, restoration and rebuilding or is delinquent in the payment to mechanics, materialmen or others of the costs incurred in connection with such work, or, in the case of any damage or destruction not Major Work, as determined by the Mortgagee in order to restore the Premises, if the Mortgagor shall fail to repair, restore and rebuild promptly the Premises so damaged or destroyed then, in addition to all other rights herein set forth, and after giving the Mortgagor ten (10) days' wriuen notice of the nonfulfillment of one or more of the foregoing conditions, the Mortgagee, or any lawfully appointed receiver of the Premises, may at their respective options, perform or cause to be performed such repair, restoration and rebuilding, and may take such other steps as they deem advisable to perform such repair, restoration and rebuilding, and the Mortgagor hereby waives, for the Mortgagor and all others holding under the Mortgagor, any claim against the Mortgagee and such receiver arising out of anything done by the Mortgagee or such receiver pursuant hereto, and the Mortgagee may apply insurance proceeds (wi thou t the need to fulfill any other requirements of this Section 1.04) to reimburse the Mortgagee, and/or such receiver, for all amounts expended or incurred by them, respectively, in connection with the performance of such Work, and any excess costs shall be paid by the Mortgagor to the Mortgagee upon demand together with interest computed at the default interest rate prescribed in the Note. (h) The Mortgagor shall provide public liability insurance with respect to the Premises providing for limits of liability of not less than $1,000,000 per occurrence for both injury to or death of a person and for property damage. (i) . All insurance policies required pursuant to this Section 1.04 shall be endorsed to name the Mortgagee as an insured thereunder, as its interest may appear, with loss payable to the Mortgagee, without contribution, under a standard New York (or local equivalent) mortgagee clause, All such insurance policies and endorsements shall be fully paid for and contain such provisions and expiration dates and be in such form and issued by such insurance companies licensed to do business in the State where the Premises are located, with a rating of "A-VI" or better as established by Best's Rating Guide or an equivalent rating with such other publication of a similar nature as shall be in current use, as shall be approved by the Mortgagee. Without limiting the foregoing, each policy shall provide that such policy may not be cancelled or materially changed except upon thirty (30) days' prior written notice of intention of non-renewal, cancellation or material change to the Mortgagee and that no act or thing done by the Mortgagor shall invalidate the policy as against the Mortgagee, In the event the Mortgagor fails to maintain insurance in compliance with this Section 1.04, the Mortgagee may, but shall not be obligated to, obtain such insurance and pay the premium therefor and the Mortgagor shall, on demand. reimburse the Mortgagee for all sums, advances and expenses incurred in connection therewith, The Mortgagor shall deliver copies of all original policies, certified by the insurance company or au thorized agent as being true copies to the Mortgagee together with the endorsements thereto required hereunder, Notwithstanding anything to the contrary contained herein or any other provision of applicable law of the Commonwealth of Pennsylvania, the proceeds of insurance policies coming into tbe possession of the Mortgagee shall not be deemed trust funds and the Mortgagee shall be entitled to dispose of such proceeds as herein provided. p,.n, r;() 1 roC o}...-.;, ..,J~" 'J ,,,~r. t:/u 09l1lm.L04p.. 8 C.\WI'lI 'GOlDMAN'J'EROAMENIll/DM.lSAO.CA' . . Section 1.05. rdaintenance of Existence, The Mortgagor will, so long as it is owner of the Mortgaged Property, do all things necessary to preserve and keep in full force and effect its existeDce, fraDchise.>, rights aDd privileges UDder the laws of the state of its incorporatioD, or formatioD, as the case may be, aDd will comply with all Requirements applicable to the Mortgagor or to the Mortgaged Property or aDY part thereof. SectioD 1.06, Taxes and Other Chanes. (a) The Mortgagor shall pay aDd discharge wheD due all taxes of every kiDd aDd Dature, water rates, sewer reDts aDd assessmeDts, levies, permits, iDspection and IiceDse fees aDd all other charges imposed UPOD or assessed agaiDst the Mortgaged Property or aDY part thereof or UPOD the reveDues, reDts, issues, income aDd profits of the Premises or arisiDg iD respect of the occupaDcy, use or possessioD thereof aDd, uDless the Mortgagor is makiDg mODthly deposits with the Mortgagee in accordaDce with Section 1.14 hereof, the Mortgagor shall exhibit to the Mortgagee within five (5) days after the same shall have become due, validated receipts showing the payment of such taxes, assessmeDts, water rates, sewer rents, levies, fees and other charges which may be or become a prior lieD OD the Mortgaged Property, Should the Mortgagor default in the paymeDt of aDY of the foregoing taxes, assessmeDts, water rates, sewer reDts, or other charges, the Mortgagee may, but shall not be obligated to, pay the same or any part thereof aDd the Mortgagor shall, on demaDd, reimburse the Mortgagee for all amouDts so paid together with interest computed at the default iDterest rate prescribed iD the Note. (b) Nothing in this Section 1.06 shall require the payment or discharge of aDY ,obligatioD imposed UPOD the Mortgagor by subparagraph (a) of this SectioD 1.06 so 10Dg as the Mortgagor shal1 in good faith and at its own expense contest the same or the validity thereof by appropriate legal proceediDgs which proceediDgs must operate to preveDt the col1ectioD thereof or other realizatioD thereoD and the sale or forfeiture of the Mortgaged Property or aDY part thereof to satisfy the same; provided that duriDg such COD test the Mortgagor shall, at the option of the Mortgagee, provide security satisfactory to the Mortgagee, assuriDg the discharge of the Mortgagor's obligatioD hereuDder aDd of aDY additioDal interest charge, peDalty or expense arising from or iDcurred as a result of such COD test; aDd provided, further, that if at any time paymeDt of aDY obligatioD imposed UPOD the Mortgagor by subsectioD (a) of this SectioD 1.06 shal1 become Decessary to preveDt the delivery of a deed cODveyiDg the Mortgaged Property or any POrtiOD thereof because of DOD-paymeDt, theD Mortgagor shal1 pay the same iD sufficieDt time to preveDt the delivery of such deed, SeCtioD 1.07. Mechanics' and Other Liens, Th'e Mortgagor shall pay, from time to time wheD the same shall become due, al1 claims aDd demands of mechanics, materialmen,laborers, aDd others which, if uDpaid, might result in, or permit the creation of, a lien OD the Mortgaged Property or aDY part thereof, or on the revenues, reDts, issues, iDcome or profits arisiDg therefrom aDd, iD geDeral, the Mortgagor shall do, or cause to be dODe, at the cost of the Mortgagor aDd without txpense to the Mortgagee, everything Decessary to fully preserve the lieD of this Mortgage, ID the event the Mortgagor fails to make payment of such claims aDd demands, the Mortgagee may, but shall not be obligated to, make payment thereof, and the Mortgagor shall. on demand, reimburse the Mortgagee for all sums so expended together with interest computed at the default interest rate prescribed in the Note, Section \.08. Condemnation Awards. TIle Mortgagor. immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Premises or any 'on{ :;0 1 "\" . )~'(J C,Ju", tJ t.IJt t: I. 9 C.\WM l\GOlllMA.WERG...ME....'\Z.'IIlMASAG.CM O9II~ns.2.-o4p. portion thereof, will notify the Mortgagee of the pendency of such proceedings, The Mortgagee may participate in any such proceedings and the Mortgagor from time to time will deliver to the Mortgagee all instruments requested by it to permit such participation. All awards and compensation for the taking or purchase in lieu thereof, of the Premises or of any part thereof, are hereby assigned to and shall be paid to the Mortgagee. The Mortgagor hereby authorizes the Mortgagee to collect and receive such awards and compensation, to give proper receipts and acquittances therefor and in the Mortgagee's sole discretion to apply the same toward the payment of the Indebtedness, notwithstanding the fact that the Indebtedness may not then be due and payable, or to the restoration of the Premises, In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, saDIe shall be applied to the then unpaid installments of principal due under the Note in the inverse order of their maturity, such that the regular payments under the Note shall not be reduced or altered in any manner. The Mortgagor, upon request by the Mortgagee, shall make, execu te and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to the Mortgagee free and clear of any liens, charges or encumbrances of any kind or nature whatsoever. The Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by the Mortgagor of interest at the applicable rate provided for herein or in the Note. Section 1.09. Mortga2e Authorized. The Mortgagor hereby warrants and represents that the execution and delivery of this Mortgage, the Note and all documents evidencing or securing the Indebtedness have been duly authorized and that there is no provision in its certificate. or articles of incorporation or by-laws of the corporate general partner of Mortgagor or its partnership agreement as same may have been amended, requiring further consent for such action by any other entity or person; it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation. as the case may be, and has (a) all necessary licenses, authorizations, registrations and approvals and (b) full power and authority to own its properties and carry on its business as presently conducted; and the execution and delivery by and performance of its obligations under this Mortgage, the Note and the Security Document~ (as defined in the Note) will not result in the Mortgagor being in default Section 1.10, Costs of Defending and Uoholdin2 the Lien, If any action or proceeding is commenced to which action or proceeding the Mortgagee is made a party or in which it becomes necessary to defend or uphold the lien of this Mortgage, the Mortgagor shall, on demand, reimburse the Mortgagee for all expenses (including, without limitation, reasonable attorneys' fees and appellate attorneys' fees) incurred by the Mortgagee in any such action or proceeding, In any action or proceeding to foreclose this Mortgage or to recover or collect the Indebtedness, the provisions of law relating to the recovering of costs, disbursements and allowances shall prevail unaffected by this covenant. Section 1.11. Additional Advances llnd Disbursements, The Mortgagor shall pay when due all payments and charges on all liens, encumbrances, ground and other leases, and security interests which may be or become superior or inferior to the lien of this Mortgage. and in default thereof, the Mortgagee shall have the right, but shall not be obligated, to pay, without notice to the Mortgagor, such payments and charges and the Mortgagor shall, on demand, reimburse the Mortgagee for amounts so paid and all costs and expenses incurred in 09n5,9l-Z..o.pm BJO~ 50.1 PAGE ::?,sO C..\Wr:ll "GQlDMA.''l'ERGAMEN\2NDMolSAG.CM 10 . connection therewith together with interest thereon at the Delinquency Rate (as such term is defined in the Note) from the date such payments and charges are so advanced until the same are paid to the Mortgagee in good and immediately available funds, In addition, upon default of the Mortgagor in the performance of any other terms, covenants, conditions or obligations by it to be performed under any such prior or subordinate lien, encumbrance, lease or security interest, the Mortgagee shall, after 20 days written notice to the Mortgagor and failure to cure, have the right, but shall not be obligated, to cure such default in the name and on behalf of the Mortgagor. All sums advanced and reasonable expenses incurred at any time by the Mortgagee pursuant to this Section 1.11 or as otherwise provided under the terms and provisions of this Mortgage or under applicable law shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement, computed at a rate equal to the Delinquency Rate (as such term is defined in the Note), Mortgagor agrees that any such charge shall not be deemed to be additional interest or a penalty, but shall be deemed to be liquidated damages because of the difficulty in computing the actual amount of damages in advance, and all such advances or disbursements together with interest thereon as provided in this Section 1.11 shall be secured by the lien of this Mortgage, Section 1.12, Costs of Enforcement. The Mortgagor agrees to bear and pay all expenses (including reasonable attorneys' fees and appellate attorneys' fees) of or incidental to the enforcement of any provision hereof, or the enforcement, compromise or settlement of this Mortgage or the Indebtedness, and for the curing thereof, or for defending or asserting the rights and claims of the Mortgagee in respect thereof, by litigation or otherwise. All rights and remedies of the Mortgagee shall be cumulative and may be exercised singly or concurrently. Notwithstanding anything herein contained to the contrary, the Mortgagor: (a) hereby waives trial by jury; (b) will not (i) at any time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of any stay or extension or moratorium law, any exemption from execution or sale of the Mortgaged Property or any part thereof, wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of this Mortgage, nor (ii) claim, take or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or ~Ies thereof which may be made pursuant to any provision herein, or pursuant to the decree, judgment or order of any court of competent jurisdiction, nor (iii) after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the property so sold or any part thereof; (c) hereby expressly waives all benefit or ad"antage of any such law or laws, and (d) covenants not to hinder, delay or impede the execution of any power herein granted or delegated to the Mortgagee, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted, The Mortgagor, for itself and all who may claim under it, waives, to the extent that it lawfully may, all right to have the Mortgaged Property marshaled upon any foreclosure hereof. Section 1.13, Mortl!al!e Taxes. The Mortgagor shall pay any and all taxes, charges, filing. registration and recording fees, excises and levies imposed upon the Mortgagee by reason of its ownership of the Note or this Mortgage or any mortgage supplemental hereto, any security instrument with respect to any fixtures or personal property owned by the Mortgagor at the Premises and any instrument of further assurance, other than income, franchise and doing business taxes, and shall pay all stamp taxes and other taxes required to be paid on the Note, In the event the Mortgagor fails to make such payment within five (5) Bsa~ 50 1 F.\CE ~b1 11 CIWI'lI\GOlDMA.''J'ERGA.\IE.''\Z.''DMASAG.CA4 0911'flS-2.-oApm days after written notice thereof from the Mortgagee, then the Mortgagee shall have the right, but shall not be obligated, to pay the amount due, and the Mortgagor shall, on demand, reimburse the Mortgagee for said amount, together with interest at the rate set forth in Section 1.11 hereof computed from the date of payment by Mortgagee, Section 1.14. Escrow Deposits, The Mortgagor shall deposit with the Mortgagee, monthly, one-twelfth (1I12th) of the annual charges for insurance premiums and real estate taxes, assessments, water, sewer and other charges which might become a lien upon the Mortgaged Property and the Mortgagor shall, accordingly, make such deposits. Io addition, the Mortgagor shall deposit with the Mortgagee, monthly, a sum of money which together with the monthly installments aforementioned will be sufficient to make each of the payments aforementioned at least thirty (30) days prior to the date such payments are due, Should said charges' not be ascertainable at the time any deposit is required to be made with the Mortgagee, the deposit shall be made on the basis of the charges for the prior year, and when the charges are fixed for the then current year, the Mortgagor shall deposit any deficiency with the Mortgagee, All funds so deposited with the Mortgagee shall be held by it in a separate trust account with interest, payable to Mortgagor, provided that no Event of Default shall have occurred, such escrowed funds shall be applied in payment of the charges aforementioned when and as payable, or the extent the Mortgagee shall have such funds on hand, Should an Event of Default occur, the funds deposited with the Mortgagee, as aforementioned, may be applied in payment of the charges for which such funds shall have been deposited or to the payment of the Indebtedness or any other charges affecting the security of the Mortgagee, as the Mortgagee sees fit, but no such application shall be deemed to have been made by operation of law or otherwise until actually made by the Mortgagee as herein provided. The Mortgagor shall furnish the Mortgagee with bills for the charges for which such deposits are required to be made hereunder and/or such other documents necessary for the payment of same, at least fifteen (15) days prior to the date on which the charges first become payable. In the event the Mortgagor fails to pay any such amount, the Mortgagee may, but shall not be obligated to, make payment thereof, and the Mortgagor shall, on demand, reimburse the Mortgagee for all sums so expended, together with interest at the rate set forth in Section 1.11 hereof ;omputed from the date of payment by Mortgagee. Section 1.15, Delinquency Charl!e. In the event Mortgagor fails to pay any amount of principal and/or interest on this Mortgage for 10 days after such payment becomes due, whether by acceleration or otherwise, Mortgagee may, at its option, whether immediately or at the time of final payment of the amounts secured by this Mortgage impose a delinquency charge, payable on demand equal to the greater of: , (a) 4% per annum in excess of the Fixed Interest rate, as such term is defined in the Note, computed from the date such payment was due to the date of receipt of such payment by Mortgagee in good and immediately available funds, or (b) 4% of the amount of such past due payment notwithstanding the date on which such payment is actually paid to Mortgagee; provided, however, that if any such delinquency charge under subsections (a) or (b) hereof is not recognized as liquidated damages for such delinquency <as contemplated by Mortgagor and Mortgagee) and is deemed in excess of the amount permitted to be charged to Mortgagor under applicable law, 09n'IIl.~04p.. e:8~ 50 t f,IGE ?b? 12 CIWPlllGOlDMA.""ERGAME."'2."IJMolSAG.CM Mortgagee shall be entitled to collect a delinquency charge at the highest rate permitted by such law, Until any and all such delinquency charges are paid in full, the amount thereof shall be added to the Indebtedness owing by Mortgagor to Mortgagee and shall be secured by this Mortgage and any other collateral held by Mortgagee to secure the Indebtedness. The Mortgagor agrees that any such delinquency charges shall not be deemed to be additional interest or a penalty, but shall be deemed to be liquidated damages because of the difficulty in computing the actual amount of damages in advance. Section 1.16. Financial Statements, The Mortgagor shall furnish within twenty (20) days after the end of each month and within ninety (90) days after the end of each fiscal year of the Mortgagor's operation of the Premises, a balance sheet and statement of profit and loss in the form currently utilized prepared by an independent certified public accountant of recognized standing and satisfactory to the Mortgagee, in accordance with generally accepted accounting principles consistently applied. The year end Financial Statements shall be audited statements, Mortgagor shall furnish to the Mortgagee, within ninety (90) days of the end of each fiscal year of Mortgagor and within thirty (30) days of the end of each fiscal quarter of Mortgagor, a written statement of the receipts and disbursements of the Premises for the preceding fiscal year or fiscal quarter, as the case may be, Each such statement shall be in scope and detail reasonably satisfactory to Mortgagee and shall be certified by a principal officer or partner or Mortgagor; provided, however, that if requested by Mortgagee the annual statement shall be prepared by and certified by an independent certified public accountant of recognized standing and satisfactory to Mortgagee, Section 1.17, Restrictive Covenants, Without the prior written consent of the Mortgagee, the Mortgagor shall not: (a) execute or permit to exist any lease of all or a substantial portion of the Premises; (b) modify any lease affecting the Premises resulting in terms less favorable than those existing as of the date hereof; (c) execute any conditional bill of sale, chattel' mortgage or other security instruments covering any furniture, furnishings, fixtures and equipment, intended to be incorporated in the Premises or the appurtenances thereto, or covering articles of personal property placed in the Premises or purchase any of such furniture, furnishings, fixtures and equipment so that ownership of the same will not vest unconditionally in the Mortgagor, free from encumbrances on delivery to the Premises; (d) sell, transfer, conveyor assign any interest in the Mortgaged Property or any part thereof nor sell, conveyor transfer, or permit the sale, conveyance or transfer, whether directly or indirectly, of all or any portion of, or any legal, equitable or beneficial interest in, the Mortgagor or any person or entity controlling the Mortgagor either directly or indirectly; or (e) further encumber, alienate, hypothecate, grant a security interest in or grant any other interest whatsoever in the Mortgaged Property or any part thereof; (f) execute any management agreement or franchise agreement unless the form and content has been approved by the Mortgagee, as well as the proposed manager or franchisor, such approvals shall not be unreasonably withheld or delayed; or (g) engage in any transaction with any Affiliate. For the purposes of this Section 1.17, the term "Affiliate" shall mean (i) any person directly or indirectly through one or more intermediaries. who controls or is controlled by, or is under common control with. the Mortgagor, (ii) any officer, director. shareholder, partner, or employee of Mortgagor or any partner of Mortgagor, or (iii) any entity or person owning directly or indirectly, any interest in Mortgagor, 09/13m-~~p" 13 C.\WI'lI 'GOUlMA"'\I'ERGA.\IE.'\ZNDM.lSAGCA~ . Section 1.18. Estoppel Certificate, The Mortgagor within ten (10) days after request shall furnish to the Mortgagee a written statement, duly acknowledged, setting forth the amount due on this Mortgage, the terms of payment and maturity date of the Note, the date to which interest has been paid, whether any offsets or defenses exist against the Indebtedness and, if any are alleged to exist, the nature thereof shall be set forth in detail. The Mortgagee shall ~rnish to the Mortgagor a similar statement, within 10 days after request. The Mortgagee shall furnish to the Mortgagor a similar statement, within 10 days after request. Section 1.19, Indemnity, In addition to any other indemnity provisions of this Mortgage, the Mortgagor will indemnify and hold the Mortgagee harmless against any loss or liability, cost or expense, including, without limitation, any judgments, attorney's fees, costs of appeal bonds and printing costs, arising out of or relating to: (i) any claim by any broker, finder or like agent who shall claim to have dealt with Mortgagor; and (ii) any proceeding instituted by any claimant alleging a violation by the Mortgagor or the Mortgagee of any other applicable laws of the Commonwealth of Pennsylvania, Section 1.20, Environmental Protection: (a) Except as othelWise stated in that certain report of Tristate Environmental Management Service, Inc. the Mortgagor represents and covenants that, to the best of Mortgagor's knowledge, (i) the Premises has at all times during Mortgagor's ownership thereof and is presently free of contamination from any substance or material presently identified to be toxic or hazardous according to any applicable federal, state or local statute, rule or regulation (collectively, the "Law"), including, without limitation any .asbestos, pcb, radioactive substance, methane, volatile hydrocarbons, industrial solvents or any other material or substance which has in the past or could presently or at any time in the future cause or constitute a health, safety or other environmental hazard to any person or property; (ii) the Mortgagor has not caused or suffered to occur and the Mortgagor will not hereafter cause or suffer to occur, a discharge, spillage, uncontrolled loss, seepage or filtration of oil or petroleum or chemical liquids or solids, liquid or gaseous products or hazardous waste (a "spill"), or hazardous substance at, upon, under or within the Premises or any contiguous real estate; (Hi) neither the Mortgagor nor any other party has been, is or will be involved in operations at or near the Premises which could lead to the imposition on the Mortgagor or any other owner of the Premises of liability or the creation of a lien on the Premises, under the Law or under any similar applicable laws or regulations; (iv) and the Mortgagor has not permitted and will not permit any tenant or occupant of the Premises to engage in any activity that could lead to the imposition of liability on such tenant or occupant, the Mortgagor or any other owner of any of the Premises, or the creation of a lien on the Premises, under the Law or any similar applicable laws or regulations, (b) The Mortgagor shall comply strictly and in all respects with the requirements of the Law and related regulations and with all similar applicable laws and regulations and shall notify Mortgagee promptly in the event of any spill or hazardous substance upon the Premises, and shall promptly forward to Mortgagee copies of all orders. notices, permits, applications or other communications and reports in connection with any such spill or hazardous substance or any other mailers relating to the L1W or related regulations or any similar applicable laws or regulations, as they may affect the Premises, (c) If the Mortgagee has reasonable grounds to believe that an environmental condition affecting its security exists, then the Mortgagor. promptly upon the wrillen request O9/IJo'lH~p.. BOOK 50.1 rAGE ~8.t 14 C,\Wpj IIGOLDMA....\I'EROAMEN\2..0/0M.lSAO.O'. of Mortgagee from time to time, shall provide the Mortgagee with an environmental site assessment or environmental audit report, or an update of such an assessment or report, aU in scope, form and content satisfactory to the Mortgagee. (d) The Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless from and against aU loss, liability, damage and expense, including attorneys' fees, suffered or incurred by Mortgagee, whether as holder of this Mortgage, as mortgagee in possession or as successor in interest to the Mortgagor as owner of the Premises by virtue of foreclosure or acceptance of a deed in lieu of foreclosure (i) under or on account of the Law or related regulations or any similar applicable laws or regulations, including the assertion of any lien thereunder; (ii) with respect to any spill or hazardous substance affecting the Premises whether or not the same originates or emanates from the Premises or any such contiguous real estate, including any loss of value of the Premises as a result of a spill or hazardous substance; and (iii) with respect to any other matter affecting the Premises within the jurisdiction of the U.S. Environmental Protection Agency or any similar state or local agency; and (e) In the event of any spill or hazardous substance affecting the Premises, whether or not the same originates or emanates from the Premises or any such contiguous real estate, and/or jf the Mortgagor shall fail to comply with any of the requirements of the Law or related regulations or any other environmental law or regulation, Mortgagee may at its election, but without tbe obligation so to do, give such notices and/or cause such work to be performed at the Premises and/or take any and all otber actions as Mortgagee sball deem necessary or advisable in order to remedy said spill or bazardous substance or cure said failure of compliance and any amcunts paid as a result thereof, togetber with interest thereon at the default interest rate (as prescribed in the Note) from the date of payment by Mortgagee shaU be immediately due and payable by the Mortgagor to Mortgagee and until paid shall be added to and become a part of the Indebtedness and shall have the benefit of the lien hereby created as a part thereof, ARTICLE II DEFAULT AND REMEDIES Section 2.01. Events of Defau]t. The following sball constitute Events of Default under this Mortgage: (a) default when and as the same shall become due and payable in payment of amounts required to be paid hereunder as Fixed .Interest or a default in the payment of principal, Deferred Interest, Capital Proceeds or other amounts payable on the Note whether by maturity or aCl;eleration, which default bas continued for a period of teD (10) days; or (b) default in the due observance or performance of any of the terms, covenants or conditions contained in this Mortgage or in any other document evidencing, securing or comprising the Indebtedness which default is not cured within twenty (20) days after receipt from the Mortgagee of written notice of such default; provided. however. that if such default is not capable of being cured within 20 days, but the Mortgagor commences cure within 20 days and diligently pursues such cure. such 20 day period shall be extended during the time the Mortgagor is diligently pursuing such cure or (c) should any representation made herein or any other document given in connection herewith prove to be untrue in any material respect and same is not cured within 20 days after receipt from Mortgagee of written notice; or (d) default beyond any applicable grace period under any obligation set forth in the Note or in any of the Security Documents, the Harrisburg Note or Harrisburg Security Documents (as 09n5.9S-2.1Upm 8~~X 50 t PAGE ?'b,'j ]5 CIWPlllGOlDMANIJ'EROAME.''''2NOM.tSAO.CM defined in the Note); or (e) the lease by the Mortgagor of all or part of the Premises for purposes other than the actual occupancy by the lessee; or (f) except as permitted by the Commitment, the failure of the Mortgagor to payor cause to be paid, before any fine, penalty, interest or cost may be added thereto all franchise taxes and charges, and other governmental charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever, including, but not limited to, assessments for public improvements or benefits which are assessed, levied, confirmed, imposed or become a lien upon the Mortgaged Property or become payable during the term of the Note or this Mortgage or the Mortgagor enters into any agreement either written or oral, which has the effect of deferring the payment of any taxes or other charges which are or can be assessed, levied, confirmed, imposed or become a lien on the Mortgaged Property or become payable during the term of the Note or this Mortgage, any of which continues uncured for a period of 20 days after written notice to the Mortgagor; or (g) except as provided in the Commitment, the conveyance, assignment, sale or attempted sale, or other disposition of the Premises or the further mortgage, pledge or other encumbrance by the Mortgagor of the Mortgaged Property or any part thereof or any interest therein without the prior written consent of the Mortgagee; or (h) if a receiver, Iiqui~ator or trustee of the Mortgagor or of any of its properties, shall be appointed (and such appointment continues undismissed for a period of 30 days); or (i) if a petition in bankruptcy, an insolvency proceeding or a petition for reorganization shall have been filed against the Mortgagor and same is not withdrawn, dismissed, cancelled or terminated within sixty (60) days; or (j) if the Mortgagor is adjudicated insolvent or a petition for reorganization is granted (without regard for any grace period provided for herein); or (k) if there is an attachment or sequestration of any of the property of the Mortgagor and same is not promptly discharged or bonded; or (I) if the Mortgagor files or consents to the filing of any petition in bankruptcy or commences or consents to the commencement of any proceeding under the Federal Bankruptcy Code or any other law, now or hereafter in effect, relating to the reorganization of the Mortgagor or the arrangement or readjustment of the debts of the Mortgagor; or (m) if tbe Mortgagor shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver, trustee or liquidator of the Mortgagor or of all or any part of its property; or (n) if the Mortgagor shall cause or institute any proceeding for the dissolution or termination of the Mortgagor; or (0) if the Mortgagor ceases to do business or terminates its business as presently conducted for any reason whatsoever; or (p) if the Mortgagor defaults under any other agreement that it has with the Mortgagee or under any other note, mortgage, or security document given to Mortgagee, Section 2,02, Remedies, (a) Upon the occurrence of any Event of Default, the Mortgagee may take such action. without notice or demand, as it deems advisable to protect and enforce its rights against the Mortgagor and in and to the Mortgaged Property, including, but not limited to, the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as the Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of the Mortgagee: (1) declare the entire unpaid Indebtedness to be immediately due and payable; or (2) enter into or upon the Premises, either personally or by its agents. nominees or attorneys and dispossess the Mortgagor and its agents and servants therefrom. and thereupon the Mortgagee may (i) use, operate, manage. control. insure, maintain, repair, restore and otberwise deal with all and every part of the Premises and conduct the business thereat; (ii) complete any construction on the Premises in such manner and form as the Mortgagee deems 09/1$l/!. 2.~.. BQQK 50 1 PAGE ? b6 16 C.\WI'$IIGOUlMA:'\PERGA,\t E,...\ZNDM,lSAO.CM advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Mortgaged Property; (iv) exercise all rights and powers of the Mortgagor with respect to the Premises, whether in the name of the Mortgagor or otherwise, including, without limitation, the right to make, cancel, enforce or modify leases, obtain and evict tenants, and demand, sue for, collect and receive all earnings, revenues, rents, issues, profits and other income of the Premises and every part thereof; and (v) apply the receipts from the Premises to the payment of the Indebtedness, after deducting therefrom all expenses (including reasonable allorneys' fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the taxes, assessments, insurance and other charges in connection with the Mortgaged Property, as well as just and reasonable compensation for the services of the Mortgagee, its counsel, agents and employees; or (3) institute proceedings for the complete foreclosure of this Mortgage in which case the Mortgaged Property may be sold for cash or upon credit in one or more parcels; or (4) with or without entry, to the extent permilled and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Indebtedness then due and payable, subject to the continuing lien of this Mortgage for the balance of the Indebtedness not then due; or (5) sell for cash or upon credit the Mortgaged Property or any part thereof and all estate. claim, demand, right, title and interest of the Mortgagor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entity or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permilled by law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Mortgaged Property, this Mortgage shal1 continue as a lien on the remaining portion of the Mortgaged Property; or (6) institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein or in the Note; (7) recover judgment on the Note either before, during or after any proceedings for the enforcement of this Mortgage; or (8) apply for the appointment of a trustee, receiver, liquidator or conservator of the Mortgaged Property, without regard for the adequacy of the security for the Indebtedness and without regard for the solvency of the Mortgagor, or of any person, firm or other entity liable for the payment of the Indebtedness; or (9) pursue such other remedies as the Mortgagee may have under applicable law; or (10) exercise any cure rights; or (11) exercise any o.therremedie~___ under the other Security Documents. (b) The purchase money proceeds or avails of any sale made under or by virtue of this Article II, together with any other sums which then may be held by the Mortgagee under this Mortgage, whether under the provisions of this Article II or otherwise, shal1 be applied as fol1ows: First: To the payment of the costs and expenses of any such sale, including reasonable compensation to the Mortgagee, its agents and counsel, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by the Mortgagee under this Mortgage, together with interest as provided herein on al1 advances made by the Mortgagee and all taxes or assessments, except any taxes. assessments or other charges subject to which the Mortgaged Property shall have been sold, Second: To the payment of any other sums required to be paid by the Mortgagor pursuant to any provision of this Mortgage or of the Note, 09nli9l'2.j)4PID 8081; 50 t fACE 2b'7 C,\WPlI\GOlDMA. ''\l'ERGAMEN\:!ND'A.tSAG.CA. 17 . Third: To the payment of the whole amount then due, owing or unpaid upon the Note for principal, together with any and all applicable interest and late charges, Fourth: To the payment of the surplus, if any, to whosoever may be lawfully entitled to receive the same. The Mortgagee and any receiver of the Mortgaged Property, or any part thereof, shall be liable to account for only those rents, issues and profits actually received by iL (c) The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, the Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned, (d) Upon the completion of any sale or sales made by the Mortgagee under or by virtue of this Article II, the Mortgagee, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. The Mortgagee is hereby irrevocably appointed the true and lawful attorney of the Mortgagor, in its name and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so sold and for that purpose the Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute'one or more persons with like power, the Mortgagor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. The foregoing appointment is coupled with an interest and may not be revoked as long as the Indebtedness or any portion thereof remains unpaid. Any such sale or sales made under or by virtue of this Article II, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof from, through or under the Mortgagor. (e) In the event of any sale made under or by virtue of this Article II (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale) the entire Indebtedness, if not previously due and payable, immediately thereupon shall. anything in the Note or in this Mortgage to the contrary notwithstanding, become due and payable. (f) Upon any sale made under or by virtue of this Article II (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale). the Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and in Iit~U of paying cash therefor may make settlement for the purchase price by crediting upon the Indebtedness the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which the Mortgagee is authorized to deduct under this Mortgage, 09n5.95-z,]2p.. B:JOr. 5!J t fACE ?b!J 18 C\WP$I\GOlDMAN\PEROAME.."I'll'1DMolSAO.CA~ (g) No recovery of any judgment by the Mortgagee and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of the Mortgagor shall affect in any manner or to any extent, the lien of this Mortgage upon the Mortgaged Property or any part thereof, or any liens, rights, powers or remedies of the Mortgagee hereunder, but such liens, rights, powers and remedies of the Mortgagee shall continue unimpaired as before. Section 2,03, Pavment of Indebtedness After Default. Upon the occurrence of any Event of Default and the acceleration of the maturity of the Indebtedness, if, at any time prior to the foreclosure sale, the Mortgagor or any other person tenders payment of the amount necessary to satisfy the Indebtedness, the same shall constitute an evasion of the payment terms hereof and shall be deemed to be a voluntary prepayment hereunder, in which case such payment must include the premium required under the prepayment provision, if any, contained herein or in the Note, together with attorney fees and disbursements, costs and expenses incurred by the Mortgagee and resulting from said default or prepayment. This provision shall be of no force or effect if at the time that such tender of payment is made the Mortgagor has the right under this Mortgage or the Note to prepay the Indebtedness without penalty or premium, Section 2.04. Possession of the Premises, Upon the occurrence of any Event of Default hereunder, it is agreed that the then owner of the Premises, if it is the occupant of the Premises or any part thereof, shall immediately surrender possession of the Premises so occupied to the Mortgagee, and if such occupant is permitted to remain in possession, the possession shall be as tenant of the Mortgagee and. on demand, such occupant (a) shall pay to the Mortgagee monthly, in advance, a reasonable rental for the space so occupied and in default thereof, (b) may be dispossessed by the usual summary proceedings, The covenants herein contained may be enforced by a receiver of the Mortgaged Property or any part thereof. Nothing in this Section 2,04 shall be deemed to be a waiver of the provisions of this Mortgage prohibiting the sale or other disposition of the Premises without the Mortgagee's consent Section 2.05. Interest After Default If any payment due hereunder or under the Note is not paid when due, either at stated or accelerated maturity or pursuant to any of the terms hereof, then and in such even t, the Mortgagor shall pay in terest thereon from and after the date on which such payment first becomes due at the.interest rate provided for in Section 1.11 hereof and such interest shall be due and payable, on demand, at such rate until the entire amount due is paid to the Mortgagee, whether or not any action shall have been taken or proceeding commenced to recover the same or to foreclose this Mortgage. Nothing in this Section 2.05 or in any other provision of this Mortgage shall constitute an extension of the time of payment of the Indebtedness. Section 2,06, Mortl!agor's Actions After Default. After the happening of any Event of Default and immediately upon the commencement of any action, suit or other legal proceedings by the Mortgagee to obtain judgment for the Indebtedness. or of any other nature in aid of the enforcement of the Note or of this Mortgage, the Mortgagor will (a) waive the issuance and service of process and enter its voluntary appearance in such action, suit or proceeding, and (b) if required by the Mortgagee, consent to the appointment of a receiver or receivers of the Mortgaged Property and of all the earnings, revenues, rents, issues, profits 09/1li9~2J2p.. e~a,~ 50 I f.\Gf ?~Hl 19 CIWP:lI=llJMM\J'EROAMENIlNDMolSAO.CM . and income thereof. The Mortgagee's right to the appointment of a receiver under this Section 2,06 is an absolute right and shall not be affected by adequacy of security or solvency of the Mortgagor, Section 2,07, Control by Mortl!a~ee After Default. Notwithstanding the appoinbnent of any receiver, liquidator or trustee of the Mortgagor, or of any of its property, or of the Mortgaged Property or any part thereof, the Mortgagee shall be entitled to retain possession and control of all property now and hereafter covered by this Mortgage. Sectlon 2.08. CONFESSION OF JUDGMENT. FOR THE PURPOSE OF PROCURING POSSESSION OF THE SUBJECI' PREMISES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, OR UNDER THE NOTE, MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY A'ITORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA, AS A'ITORNEY FOR MORTGAGOR AND ALL PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND AGAINST ALL PERSONS CLAIMING UNDER OR THROUGH THE SAME, WITHOUT ANY STAY OF EXECUTION, FOR WHICH THIS MORTGAGE, OR A COpy THEREOF VERIFIED BY AFFIDAVIT, SHALL BE SUFFICIENT WARRANT; AND THEREUPON, A WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER. IF, FOR ANY REASON, AFTER SUCH ACI'ION HAS BEEN COMMENCED THE SAME SHALL BE DISCONTINUED OR POSSESSION OFTHE SUBJECI' PREMISES SHALL REMAIN IN OR BE RESTORED TO MORTGAGOR, MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME EVENT OF DEFAULT OR ANY SUBSEQUENT EVENT OF DEFAULT TO BRING ONE OR MORE F1JRTHER ACI'IONS AS ABOVE PROVIDED AND RECOVER POSSESSION OF THE SUBJECI' PREMISES. MORTGAGEE MAY BRING SUCH ACI'ION IN EJECI'MENT BEFORE OR AFrER THE INSTITUTION OF FORECLOSURE PROCEEDINGS UPON THIS MORTGAGE, OR BEFORE OR AFTER JUDGMENT THEREON, ON SAID NOTE, OR BEFORE OR AFTER A SALE OF THE SUBJECI' PREMISES BY THE SHERIFF, MARSHAL, CONSTABLE OR OTHER PROPER LEGAL OFFICER. ARTICLE III Miscellaneous Section 3.01. No Release, The Mortgagor agrees, that in the event the Mortgaged Property is sold and the Mortgagee enters into any agreement with the then owner of the Mortgaged Property extending the time of payment of the Indebtedness, or otherwise modifying the terms hereof, the Mortgagor shall continue to be liable to pay the Indebtedness according to the tenor of any such agreement unless expressly released and discharged in writing by the Mortgagee, Section 3,02, Notices, All notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes when delivered in person or delivered to an overnight delivery service for next day delivery or sent by certified mail, return receipt requested, to any party hereto at its address above st.'lIed or at such other address of which 0911,nl-20llpm BC8K 50 t r~CE ~~ 1 20 C,\WPlI'OOUlMA."I\PERGAMW>2."IDMASAG.CM . it sball bave notified the party giving sucb notice in writing as aforesaid. The term "notice" sball not be deemed to include Mortgagee's regular billing for interest. Section 3.03, BindiDl! Obli~ations, The provisions and covenants of this Mortgage sball run with the land, sball be binding upon the Mortgagor and sball inure to the benefit of the Mortgagee, subsequent bolders of this Mortgage and their respective successors and assigns, For the purpose of tbis Mortgage, tbe term "Mortgagor" shall mean the Mortgagor named berein, any subsequent owner of the Mortgaged Property, and their respective heirs, executors, legal representatives, successors and assigns, If there is more tban one Mortgagor, aU their undertakings hereunder shall be deemed joint and several. Section 3.04. Captions, The captions of the Sections of this Mortgage are for the purpose of convenience only and are not intended to be a part of this Mortgage and shall not be deemed to modify, explain, enlarge or restrict any of the provisions bereof, Section 3,05. Further Assurances, The Mortgagor shall do, execute, acknowledge and deliver, at the sole cost and expense of the Mortgagor, all and every such furtber acts, deeds, conveyances, mortgages, assignments, estoppel certificates, notices of assignment, transfers and assurances as the Mortgagee may reasonably require from time to time in order to better assure, convey, assign, transfer and confirm unto the Mortgagee, the rights now or hereafter intended to be granted to the Mortgagee under this Mortgage, any other instrument executed in connection with this Mortgage or any other instrument under which the Mortgagor may be or may hereafter become bound to convey, mortgage or assign to the Mortgagee for carrying out the intention of facilitating the performance of the terms of this Mortgage. The Mortgagor hereby appoints the Mortgagee its attorney-tn-fact to execute, acknowledge and deliver for and in the name of the Mortgagor any and all of the instruments mentioned in this Section 3,05 and this power, being coupled with an interest, shall be irrevocable as long as any part of the Indebtedness remains unpaid, Section 3,06. Severability, Any provision of this Mortgage which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of sucb prohibition or unenforceability without invalidating the remaining provisions hereof or affer.ting the validity or enforceability of such provisions in any other jurisdiction, Section 3.07. General Conditions. (a) This Mortgage cannot be altered, amended, modified or discharged orally and no executory agreement shall be effective to modify or discharge it in whole or in part, unless it is in writing and signed by the party against whom enforcement of the modification, alteration, amendment or discharge is sought. (b) No remedy herein conferred upon or reserved to the Mortgagee is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative. and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by sL.1tute, No delay or omission of the Mortgagee in exercising any right or power accruing upon any Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Event of Default, or aoy acquiescence therein, Acceptance of any payment after the occurrence of an Event of Default shall not be deemed to waive or cure such Event of Default; and every power and remedy given by this Mortgage to ~Iortgagee may be exercised from time to time as often as may be 0911'.95-1:J:P. ~:;:;:< 5!lt rAGE ~~1~ 21 C.\WI'lIIGOUJMAN\PEROA.\lEN\2NDMASAO.CM deemed expedient by the Mortgagee. Nothing in this Mortgage or in the Note or in any of the other Security Documents shall affect the obligation of the Mortgagor to pay the Indebtedness in the manner and at the time and place therein respectively expressed. (c) No waiver by the Mortgagor or the Mortgagee will be effective unless it is in writing and then only to the extent specifically stated. Without limiting the generality of the foregoing, any payment made by the Mortgagee for insurance premiums, taxes, assessments, water rates, sewer rentals or any other charges affecting the Mortgaged Property, shall not constitute a waiver of the Mortgagor's default in making such payments and shall not obligate the Mortgagee to make any further payments. (d) The Mortgagee shall have the right to appear in and defend any action or proceeding, in the name and on behalf of the Mortgagor which the Mortgagee, in its reasonable discretion, feels may adversely affect the Mortgaged Property or this Mortgage, The Mortgagee shall also have the right to institute any action or proceeding which the Mortgagee, in its discretion, feels should be brought to protect its interest in the Mortgaged Propcrty or its rights hereunder, All costs and expenses incurred by the Mortgagee in connection with such actions or proceedings, including, without limitation, reasonable attorneys' fees and appellate attorneys' fees, shall be paid by the Mortgagor, on demand, in good and immediately available funds. (e) In the event of the passage after the date of this Mortgage of any law of any governmental authority having jurisdiction, deducting from the value of land for the purpose of taxation, any lien or encumbrance thereon or changing in any way the laws of the taxation .of.mortgages or debts secured by mortgages for federal, state or local purposes, or the manner of the collection of any such taxes, so as to affect this Mortgage, the Mortgagor shall promptly pay to the Mortgagee, on demand, all taxes, costs and charges for which the Mortgagee is or may be liable as a result thereof, provided said payment shall not be prohibited by law or render the Note usurious, in which event the Mortgagee may declare the Indebtedness to be immediately due and payable. (f) The Mortgagor hereby appoints the Mortgagee as its attorney-in-fact in connection with the personal property and fixtures covered by this Mortgage, where permitted by law, to file on its behalf any financing statements or other statements in connection therewith with the appropriate public office signed only by the Mortgagee, as secured party. This power, being coupll'd with an interest, shall be irrevocable so long as any part of the Indebtedness remains unpaid, (g) For the purposes of this Mortgage. all defined terms contained herein shall be construed, whenever the context of this Mortgage so requires, so that the singular shall be construed as the plural and so that the masculine shall be construed as the feminine. (h) This Mortgage contains a final and complete integration of all prior mortgages and expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof. superseding all prior mortgages and oral or written underst.1ndings, 8JQ~ 50 t f.\GE ?~n O91UM-Ulp.. 22 C.\WNI '.GOlDMANII'CROAMEN\2NDMASAO.CA' Section 3,08. Lellal Construction. The enforcement of this Mortgage shall be governed, construed and interpreted by the laws of the Commonwealth of Pennsylvania, Nothing in this Mortgage, the Note or in any other agreement between the Mortgagor and the Mortgagee shall require the Mortgagor to pay, or the Mortgagee to accept., interest in an amount which would subject the Mortgagee to any penalty under applicable law, In the event that thc paymcnt of any interest due hcreunder or under thc Notc or any such other agrcemcnt or a paymcnt which is deemed interest., exceeds the maximum amount payable as interest under thc applicablc usury laws, then such excess amount shall be applied to the reduction of thc principal amount of thc Indebtedness, or if such excess interest cxcceds the thcn unpaid balancc of thc principal amount of the Indebtedness, the cxcess shall be applicablc to thc payment of such other portions of the Indebtedness thcn outstanding and upon paymcnt in full of the Indebtedness, shall be deemed to be a payment madc by mistake and shall bc refunded to thc Mortgagor, Section 3.09, Not Ioint Venture or Partnership. The Mortgagor and the Mortgagee intend that the relationship created hereunder and under the Note be solely that of mortgagor and mortgagee or borrower and lender, as the case may be, Nothing herein is intended to create, nor shaD create nor bc deemed to create a joint venture, partnership or tcnancy relationship between the Mortgagor and the Mortgagee nor to grant the Mortgagee any intcrest in the Mortgaged Property other than that of mortgagee or lender. Section 3.10, Participations. The Mortgagee may sell participating interests in the Indcbtedness to any other person, firm or corporation and the term "Mortgagee" shall include any such participants or successors or assigns or the Mortgagee. IN WITNESS WHEREOF, this Mortgage has been duly executed as of the day and year first above written. Attcst: (Seal) CARLISLE INN JOINT VENTURE, a Delaware general partnership By: KBS MOTEL ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership, a general partner thcrcin By: KBS MOTEL CORP,. a New York corporation, the general partner therein B~4 Kenneth Rubinstein, President CARLISLE MOTEL ASSOCIATES LIMITED PARTNERSHIP, a Delaware 8S~K 50 1 PAGE ~~J4 09/W/"l:31f>" 23 C'IW"'I\GOlDMA.""'EROAMEN\2l'IDMASAO.CM EXHIBIT A DESCRIPTION and RECITAL ALL THAT CERTAIN trar.t of land with the improvements thereon erected situate in Middlesex Township, Cumberland County, Pennsylvania bounded and described as follows: BEGINNING at a point on the southern right-of-way line of Carlisle Pike U,S. Route #11, L,R. #34, at land now or formerly of the Elwood Company, Inc. and now under lease; thence along said land, South 00 degrees 16 minutes East, a distance of 148,11 feet to a point; thence along same, South 89 degrees 05 minutes East. a distance of 161,35 feet to a point; thence along land of Associated Properties of Carlisle, Inc" South 04 degrees 25 minutes East, a distance of 407,63 feet to a post; thence along land now or formerly of Albert Keiser, the following three courses and distances; (1) North 86 degrees 44 minutes West, a distance of 648.94 feet to a point; (2) South 73 degrees 31 minutes West, a distance of 425,20 feet to an iron pin; (3) South 49 degrees 0 minutes West, a distance of 33,3 feet to a point in the center line of Legislative Route #21011; thence along the latter, North 50 degrees 3 minutes West, a distance of 166,07 feet to a point on the line of land now or formerly of Edward G, Smith; thence along the latter by the northern side of a macadam drive, North 74 degrees 08 minutes 58 seconds East, a distance of 246.66 feet to a concrete monument; thence continuing along said land of Smith, North 22 degrees 55 minutes 27 seconds West, a distance of 76,07 feet to a point; thence by land now or formerly of Brooks H, Lindenberger, North 73 degrees 25 minutes 30 seconds East, a distance of 88,63 feet to a point; thence by land now or formerly of Zeiglerthe following courses and distances: (1) North 76 degrees 44 minutes East, a distance of 100.00 feet to a post; (2) North 16 degrees 39 minutes West, a distance of 289,20 feet to a stake; thence by the southern right-of-way line of U.S, Route 11, L.R, 34, the following eight courses and distances (1) North 77 degrees 28 minutes East, a distance of 100.0 feet to a point; (2) North 79 degrees 21 minutes East, a distance of 100,0 feet to a point; (3) North 81 degrees 01 minute East, a distance of 100,0 feet to a point; (4) North 82 degrees 55 minutes East, a distance of 100.0 feet to a point; (5) North 84 degrees 45 minutes East, a distance of 115,45 feet to a point; (6) North 87 degrees 12 minutes East. a distance of 28 feet to a point; (7) North A7 degrees 31 minutes East, a distance of 100 feet to a point; (8) North 89 degrees 03 minutes East, a distance of 39.98 feet to a point, the place of DEGINNING. CONTAINING 10,247 acres. BEING the same premises which Cumberland County Industrial Development Authorit~ by Deed dated December 15, 1986 and recorded in Cumberland County, ~n Deed Book K, Vol. 32 page 934 conveyed unto Carlisle Inn Joint Venture, a Delaware general partnership. BQO~ 50,1 p~c~ 2~lb _.~~.../:...... .f-~ .... ...' ,.,y.':'if'!~ . }\ '~I',\. r.'~;'~~: , " ~). '.r" . :,~. '"" - '\ - .. \". .. ,:..r.... J;. .t ,.:;\,", " '" .' '-J 'fI'~ .',: . tl' I Q.,'""... .~. ",. ,I,', . ",,,... ,,-. ,:JI ~), . f ~ "'l... . -J. to':'. . J "....,' . .." . I .. "4' ", " I~-...._.~." I..J.. ". '-/': . 1'1 ,.,..' , ." ....., t " ." .' . I, .;(\... .. ", l'f.f1... ~.:- "of I" './ _ -.:; I) .!J.'.,... .1.:."" . o' r,:: -:.- J ..... .." '. '1.1! ....... \ ~ .. , c , ..." \ .. '; ! .[l.Rl...'.. I, ".': ~ ': ..... . '''',-.. .. :>~"lJ of Pennsylvania } SS ::"unty of Cumberland : :~urded in the office tor the recording of D'" ';.y~~.tnd fo~mberland County.~P8 . !look ~ Vol. -= Page '" '7 () PA 3 .'..I!r~\lall my hand anc;l seal of OffICII c/. ';J(:'cle. PA this I ": day of ~~ 199 S' /7/:/..:0 ?' _~~ n I oJ' bFiecofder / -;I"'~ "--" lD - :is :c .n AMENDED AND RESTATED LOAN NOTE This AMENDED AND RESTATED LOAN NOTE, dated as of September 15, 1995 by and between CARLISLE INN JOINT VENTURE, a Delaware general partnership having an addresses c/o Aegis Capital, 70 East Sunrise Highway, suite 415, Valley Stream, New York 11581- 1266 ("Borrower"), and CRM Motel company LLC, a New York Limited Liability company having an office at 707 westchester Avenue, White Plains, New York 10604 ("Lender"); WIT N E SSE T H WHEREAS, Borrower executed a certain promissory note dated December 20, 1986 (the "Initial Note"), made to the order of Manufacturers Hanover Trust Company ("HUT") in the principal amount of $5,200,000.00 secured by a Mortgage and Security Agreement as of that date ("Mortgage") on property described therein (the "Carlisle Property") and recorded in the records of Cumberland county on January 2, 1987 in book 847 at page 980. WHEREAS, the Initial Note was amended and restated pursuant to that certain Amended and Restated Loan Note, dated as of February 12, 1991 made by Borrower to the order of HUT (the "Amended Note"); WHEREAS, the Mortgage was amended by a First Amendment to Mortgage between Borrower and MET dated December 15, 1991 recorded on December 15, 1991 in Misc. book 393 at page 1190; WHEREAS, the Mortgage, as amended, was assigned by Chemical Bank, Successor by merger to HUT ("Chemical"), by Assignment of Mortgage and Other Loan Documents dated October 26, 1994 to Lennar Gotham Partners Limited Partnership ("Lennar") and the Assignment of Mortgage and Other Loan Documents was recorded on December 8, 1994 in Misc. Book 486, page 114 and the Amended Note was assigned by Chemical to Lennar in connection therein; WHEREAS, the Mortgage, as amended, was further assigned by Lennar by Assignment of Mortgage and Other Loan Documents dated October 26, 1994 to MVB Metropolis Properties, L.P. ("MVB") and the Assignment of Mortgage and Other Loan Documents was recorded on December 8, 1994 in Misc. book 487 at page 649 and the Amended Note was assigned by Lennar to MVB in connection therein; c'....'__replace2. nte C'o.,~.,.,~ .', "~I ' " li', WHEREAS, HVB assigned the Mortgage and the Amended Note to Lender and Lender agreed to accept an assignment of the Mortgage and the Amended Note, as of September 15, 1995; WHEREAS, the Mortgage, as amended, was further amended by that certain Second Amendment and Restated Mortgage and Security Agreement, dated as of September 15, 1995 (The Mortgage, First Amendment to Mortgage, and Second Amendment and Restated Mortgage and Security Agreement are hereinafter collectively referred to as the "Mortgage"); WHEREAS, the Amended Note was amended and restated pursuant to that certain Second Amended and Restated Loan Note, dated as of September 15, 1995 made by Borrower to the order of Lender (the "Note"); and WHEREAS, Borrower and Lender have, pursuant to the terms of a commitment Letter between Cramer, Rosenthal MCGlynn, dated August 31, 1995, as amended by a letter agreement dated October 31, 1995 and a non-binding letter agreement dated April 25, 1996, (including terms defined therein), (the "Commitment") agreed to modify the terms of the Note, as provided herein. NOW, THEREFORE, in consideration of the premises and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree that the Note in the amount of $5,200,000 shall be secured by a first mortgage and shall be amended and restated in its entirety as follows: tmn $5,200,000.00 New York, New York as of September 15, 1995 FOR VALUE RECEIVED, the undersigned, CARLISLE INN JOINT VENTURE, a Delaware general partnership ("Borrower"), hereby unconditionally promises to pay to the order of CRM Motel Company LLC, a New York Limited Liability Company ("Lender") at its office located at 707 Westchester Avenue, White Plains, New York 10604, in lawful money of the United States of America and in immediately available funds, the principal amount of FIVE MILLION TWO HUNDRED THOUSAND ($5,200,000.00) DOLLARS, on September 15, 2002 (the "Maturity Date"). Borrower agrees to pay interest ("Fixed Interest") at the rate of nine and one half (9.50\) percent per annum on the then outstanding principal amount of the Note, from the date of this Note until and including the Maturity Date. c'...'_..............replace2. nte 2 The interest due hereunder for the period september 15, 1995 to April 15, 1996 is $288,166.67 of which $74,134 has been paid. The remaining accrued interest of $214,032.67 (the "Interest Arrears") shall be payable upon the Maturity Date, provided that any available Net Cash Flow (as herein defined) generated prior to the Maturity Date by Borrower shall be applied to Interest Arrears. Principal and Fixed Interest shall be due and payable as follows: (a) A sum equal to the greater of (i) Net Cash Flow (as defined herein) [for the previous calendar month] or (ii) $12,500.00 shall be due and payable on November 15, 1995 and on the 15th day of each December, January, February, March, April and November thereafter through and including the Maturity Date. (b) A sum equal to the greater of (i) Net Cash Flow [for the previous calendar month] or (ii) $37,500 shall be due and payable on October 15, 1995 and on May 15, 1996 and on the 15th day of each month thereafter through and including September 15, 1996. (c) A sum equal to the greater of (i) Net Cash Flow [for the previous calendar month] or (ii) $41,233.33 shall be due and payable on October 15, 1996 and on May 15, 1997 and on the 15th day of each June, July, August, September, October and May thereafter, through and including the Maturity Date. (d) All accrued and unpaid interest and the entire outstanding principal sum and any and all other payments due under this Note shall be due and payable on September 15, 2002 ( the "Maturity Date"). (e) Each of the foregoing monthly payments is hereinafter referred to as a "Required Minimum Payment." (f) Notwithstctnding anything contained herein to the contrary in the event that the Carlisle Property is sold prior to the Maturity Date, the entire outstanding principal sum and any and all other payments due under this Note shall be immediately due and payable. "Net Cash Flow" for a given calendar month means the sum of the gross revenues generated by the use and operation of the Carlisle Property and the motel and restaurant operation thereon (including, but not limited to, parking and vending revenue for such month), less Reasonable Monthly Operating costs, as defined hereafter, for such period of time. "Reasonable Monthly Operating Costs" means the actual costs reasonably incurred by the Borrower in operating and maintaining the Carlisle Property and the motel and restaurant operations thereon during each calendar month. Such costs shall include, by way of example rather than of limitation: (i) real property, metropolitan district and other similar taxes or e,...,__replace2. nte 3 public or private assessments (whether regular or special) levied against any or all of the Carlisle property (all of which are hereinafter referred to collectively as "Taxes"); (ii) charges or fees for, and taxes on, the furnishing of water, sewer service, gas, fuel, electricity, or other utility services to the Carlisle Property; (iii) costs of providing elevator, janitorial, and trash removal service, and of maintaining grounds, common areas, and mechanical systems of buildings, (iv) all other costs of maintaining and repairing any or all of the buildings on the Carlisle Property (but not capital improvements); (v) charges or fees for any necessary governmental permits; (vi) management fees, overhead and expenses (not to exceed four percent (4%) of gross revenues for the relevant periods); (vii) premiums for hazard, liability, workers' compensation, or similar insurance upon any or all of the Carlisle Property; (viii) costs arising under service contracts with independent contractors; (ix) the expense of principal and interest payments made by Burrower pursuant to the provisions hereof; (x) the cost of any other items which, under generally accepted accounting principles consistently applied from year to year with respect to the Carlisle Property, constitute operating or maintenance costs attributable to any or all of the Carlisle Property or the motel and restaurant operations thereon, including, without limitation, all wages, salaries, bonus, taxes, inventory and supplies; and (xi) capital improvements reserve account of three (3%) percent of monthly gross revenues notwithstanding the amount actually expended for capital improvements. Such costs and expenses shall not include (a) the expense of principal and interest payments made by Borrower pursuant to any indebtedness other than this Note; (b) any deduction for depreciation of the Carlisle Property; or (c) the cost of capital improvements made to the Carlisle Property. In addition, notwithstanding anything to the contrary contained herein, the term "Reasonable Monthly operating Costs" shall not include any of the foregoing items to the extent paid by a tenant of Borrower, or any other third party which reimburses Borrower for any cost or expense. Subject to the immediately succeeding sentence, to the extent that a monthly payment made by Borrower to Lender hereunder equals or exceeds the applicable Required Minimum Payment, but is less than $41,166.67, payment of such deficiency ("Interest Shortfall") shall be deferred. Payments on Interest Shortfall shall be due and payable to the extent that actual payments for any month exceed $41,667 and the Interest Arrears have been fully paid, it being the intention of Borrower and Lender that payments in any month that exceed $41,166.67 shall first be applied to Interest Arrears and then to Interest Shortfall. Accrued but unpaid Interest Shortfall shall be due and payable on the Maturity Date. Any payments made by Lender on behalf of Borrower (i) for real estate taxes due and payable on the carlisle Property for the 1994 tax year, and any interest and penalties thereon (which the e,,,,,,,,,~replace2. nte 4 Lender agrees to pay on behalf of the Borrower prior to August 1, 1996), (ii) to entities performing services affecting the Carlisle property which were the subject of the Environmental Escrow Agreement dated as of September 15, 1995 among Borrower, Lender, Robinson Brog Leinwand Greene Genovese , Gluck P.c., as escrow agent and the other signatories thereto, or (iii) to cure any breaches, or portions thereof, under Borrower's Best Western franchise agreement covering the Carlisle Property, or to make alterations or improvements on the Carlisle Property, or to purchase personal property to be used in the Carlisle Property which in either such case, in the opinion of the managing agent of the Carlisle Property is necessary to assure the maintenance of the Best Western franchise, which is not reimbursed by Borrower upon demand from Lender (the foregoing payments being hereinafter referred to as "Advance Payments"), shall be added to the principal sum due under this Note and shall be due and payable on the Reduction Date (as hereinafter defined). Advance Payments shall bear interest from the date of payment by Lender at the rate of 14\ per annum. All payments (including prepayments) by the undersigned on account of principal, Fixed Interest, Interest Arrears, Interest Shortfall, Capital Proceeds and fees, if any, shall be made to Lender without set off or counterclaim. If any payment hereunder becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal and interest thereon shall be payable at the then applicable rate during such extension. "Business Day" shall mean a date that is a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close by law. All payments received by Lender on this Note shall be applied as follows: first, to the payment of delinquency, or "late charges", if any; second, to accrued and unpaid Fixed Interest; third, to the reduction of Interest Arrears; fourth, to accrued Interest Shortfall; and fifth to the reduction of principal. All parties now and hereafter liable with respect to this Note, whether Borrower, principal, surety, guarantor, endorser or otherwise, hereby waive presentation for payment, demand, notice of nonpayment or dishonor, protest and notice of protest and any and all lack of diligence or delay in collection or enforcement hereof are hereby waived. It is the intention of the parties to conform strictly to applicable usury laws from time to time in force, and all agreements between Borrower and Lender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to or the holder hereof, or collected by such e,..."'..,..,...............replace2 . nte 5 holder, for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein or in the Mortgage or in any other Security Documents, or in any other document evidencing, securing or pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury laws. If under any circumstances whatsoever fulfillment of any provision hereof or of the Mortgage or any other Security Documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed or permi tted by law, including jUdicial determination, then ..lJ2!iQ facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances any other holder hereof shall ever receive an amount deemed interest, by applicable law, which would exceed the highest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of the principal amount owing hereunder or to other indebtedness secured by the Mortgage and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and other indebtedness, the excess shall be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making such payment on Borrower's behalf. All sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by applicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of such indebtedness so that the actual rate of interest on account of such indebtedness is uniform through the term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between Lender and Borrower and any endorser or guarantor of this Note. This Note is secured by the Mortgage between the Borrower and the Lender on the Carlisle Property situated in the Township of Middlesex, County of CUmberland and Commonwealth of Pennsylvania, as amended, the Assignment of the Best Western franchise agreement and the current Insurance Proceeds and all other documents from time to time securing the indebtedness owed by the undersigned to Lender whether outstanding hereunder or otherwise (collectively, the "Security Documents"). Reference is hereby made to the Security Documents for a description of the properties and assets in which liens and security interests have been granted, the nature and extent of the security, the terms and conditions upon which the liens and security interests were granted and the rights of the holder of this Note and Borrower in respect thereof. This Note shall be governed by and construed and interpreted in accordance with the laws of the State of New York. Borrower hereby irrevocably agrees that any legal action, suit, or proceeding against it with respect to its obligations, liabilities e'''''__replace2 . nte 6 . or any other matter under or arising out of or in connection with this Note or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United states Courts for the Southern District of New York, or in the courts of the State of New York or in the United states District Court for the Middle District of Pennsylvania, or in the courts of the Commonwealth of Pennsylvania, as Lender may elect, and, by execution and delivery of this Note, Borrower hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each of the aforesaid courts in persona, generally and unconditionally with respect to any such action, suit, or proceeding for itself and in respect of its property. Borrower further agrees that final judgment against it in any action, suit, or proceeding referred to herein shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of its indebtedness. The occurrence of any of the events set forth in this paragraph shall constitute an Event of Default: (a) Borrower shall fail to pay when due any installment of Fixed Interest under this Note. (b) Borrower shall fail to pay when due principal, Interest Arrears, Interest Shortfall, Capital Proceeds or any other amount payable to Lender, other than Fixed Interest, under this Note, which is not cured within twenty (20) days after written notice. (c) Any Event of Default as defined in the Security Documents shall occur, which is not cured within twenty (20) days after written notice, unless such default is not capable of being cured within 20 days, but within 20 days, Borrower commences such cure and diligently pursues such cure to completion, in which event the cure period shall be extended. (d) The commencement of levy, execution, or attachment proceedings against Borrower, which levy, execution or attachment is not settled or stayed within 30 days, or any of their properties, including the Carlisle Property, or the application for or appointment of a liquidator, receiver, custodian, sequestrator, conservator, trustee, or other similar or dissimilar judicial officer (and such appointment continues undismissed for a period of thirty (30) days). (e) The assignment (or proposal of an assignment) for the benefit of creditors, or the ordering of the winding-up or liquidation of its affairs, by Borrower or the commencement of a case by Borrower in which Borrower is the debtor under insolvency, bankruptcy, creditor adjustment, debtor rehabilitation or similar law, state or federal including without limitation the consent by e,...,_replace2. nte 7 or any other matter under or arising out of or in connection with this Note or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the United states Courts for the Southern District of New York, or in the courts of the state of New York or in the United states District Court for the Middle District of Pennsylvania, or in the courts of the Commonwealth of Pennsylvania, as Lender may elect, and, by execution and delivery of this Note, Borrower hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each of the aforesaid courts in persona, generally and unconditionally with respect to any such action, suit, or proceeding for itself and in respect of its property. Borrower further agrees that final judgment against it in any action, suit, or proceeding referred to herein shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of its indebtedness. The occurrence of any of the events set forth in this paragraph shall constitute an Event of Default: (a) Borrower shall fail to pay when due any installment of Fixed Interest under this Note. (b) Borrower shall fail to pay when due principal, Interest Arrears, Interest Shortfall, Capital Proceeds or any other amount payable to Lender, other than Fixed Interest, under this Note, which is not cured within twenty (20) days after written notice. (c) Any Event of Default as defined in the Security Documents shall occur, which is not cured within twenty (20) days after written notice, unless such default is not capable of being cured within 20 days, but within 20 days, Borrower commences such cure and diligently pursues such cure to completion, in which event the cure period shall be extended. (d) The commencement of levy, execution, or attachment proceedings against Borrower, which levy, execution or attachment is not settled or stayed within 30 days, or any of their properties, including the Carlisle Property, or the application for or appointment of a liquidator, receiver, custodian, sequestrator, conservator, trustee, or other similar or dissimilar judicial officer (and such appointment continues undismissed for a period of thirty (30) days). (e) The assignment (or proposal of an assignment) for the benefit of creditors, or the ordering of the winding-up or liquidation of its affairs, by Borrower or the commencement of a case by Borrower in which Borrower is the debtor under insolvency, bankruptcy, creditor adjustment, debtor rehabilitation or similar law, state or federal including without limitation the consent by e,...,_replace2. nte 7 or any other matter under or arising out of or in connection with this Note or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding may be brought in the united states Courts for the Southern District of New York, or in the courts of the state of New York or in the united states District Court for the Middle District of Pennsylvania, or in the courts of the Commonwealth of Pennsylvania, as Lender may elect, and, by execution and delivery of this Note, Borrower hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each of the aforesaid courts in persona, generally and unconditionally with respect to any such action, suit, or proceeding for itself and in respect of its property. Borrower further agrees that final judgment against it in any action, suit, or proceeding referred to herein shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of its indebtedness. The occurrence of any of the events set forth in this paragraph shall constitute an Event of Default: (a) Borrower shall fail to pay when due any installment of Fixed Interest under this Note. (b) Borrower shall fail to pay when due principal, Interest Arrears, Interest Shortfall, Capital Proceeds or any other amount payable to Lender, other than Fixed Interest, under this Note, which is not cured within twenty (20) days after written notice. (c) Any Event of Default as defined in the Security Documents shall occur, which is not cured within twenty (20) days after written notice, unless such default is not capable of being cured within 20 days, but within 20 days, Borrower commences such cure and diligently pursues such cure to completion, in which event the cure period shall be extended. (d) The commencement of levy, execution, or attachment proceedings against Borrower, which levy, execution or attachment is not settled or stayed within 30 days, or any of their properties, including the Carlisle Prop'erty, or the application for or appointment of a liquidator, receiver, custodian, sequestrator, conservator, trustee, or other similar or dissimilar jUdicial officer (and such appointment continues undismissed for a period of thirty (30) days). (e) The assignment (or proposal of an assignment) for the benefit of creditors, or the ordering of the winding-up or liquidation of its affairs, by Borrower or the commencement of a case by Borrower in which Borrower is the debtor under insolvency, bankruptcy, creditor adjustment, debtor rehabilitation or similar law, state or federal including without limitation the consent by e,...,_replace2. nte 7 Borrower to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar or dissimilar judicial officer or representative for Borrower or for any of its property or assets. (f) The filing of a petition by or against Borrower to request relief under any insolvency, bankruptcy, debt adjustment, debt rehabilitation or similar proceeding, state or federal, including without limitation, a petition by or against Borrower for the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar or dissimilar jUdicial officer or representative for them or for any of its respective property or assets which petition shall continue undismissed for a period of thirty (30) days. (g) If at any time Lender shall have previously expended a minimum of $130,000 in the aggregate (1) to cure any breaches, or portions thereof, under Borrower's Best Western Franchise Agreement covering the Carlisle Property, or (2) to make alterations or improvements on the Carlisle Property, or (3) to purchase personal property to be used in the Carlisle Property which in the case of clauses (2) or (3), in the opinion of the managing agent of the Carlisle Property is necessary to assure the maintenance of the Best Western franchise agreement (the foregoing payments in clauses (1), (2) and (3) being referred to as "Franchise Maintenance Payments"), Borrower fails to thereafter make any future Franchise Maintenance Payments, or to reimburse Lender for any additional Franchise Maintenance Payments within five (5) days of Company's demand. Notwithstanding anything contained herein to the contrary, if Borrower receives notice of breach of its franchise agreement from its franchisor, Borrower will promptly cure any such breach within five days prior to the expiration of any cure period provided for in the franchise agreement. Lender shall have the right, but not the obligation to cure any such breaches or portions thereof, and Borrower shall promptly reimburse Lender for any sums expended by Company toward such cure and demand. Subject to the provisions of subparagraph (g) above, in no event shall Lender's payment of any sum to cure such breach, or any portion thereof constitute an Event of Default under this Note. In addition should Company not choose to cure such breach, or portion thereof, the issuance of a notice of breach under the franchise agreement shall not be a default under this Note. Borrower shall send copies of any notice of breach from its franchisor to Company immediately upon receipt by Borrower. In the event Borrower fails to pay any installment of interest or any principal on this Note after the same shall become due, whether by acceleration or otherwise, Lender may, at its option, impose a delinquency or late charge on Borrower, payable upon demand, equal to: e,_'_replace2 . nte 8 (a) Four percent (4\) per annum in excess of the Fixed Interest rate (the "Delinquency Rate") that would have been applicable to a then current installment as provided for elsewhere in this Note, computed from the date such payment was due and payable to the date of receipt of such installment by good and immediately available funds, or (b) Four percent (4\) of the amount of such past due payment, ("Late Charge") notwithstanding the date on which such payment is actually paid to Lender: provided, however, that if any such Late Charge under subsections (a) or (b) hereof is not recognized as liquidated damages for such delinquency (as contemplated by Borrower and Lender), and is deemed to be interest in excess of the amount permitted to be charged to Borrower under applicable law, Lender shall be entitled to collect a Late charge only at the highest rate permitted by law, and any interest actually collected by Lender in excess of such lawful amount shall be deemed a payment in reduction of the principal amount then outstanding under this Note, as provided above, and shall be so applied. In the event of any conflict between the provisions of this Note and those of the Mortgage, or the other Security Documents, the provisions of this Note shall govern. Upon the happening of any "Event of Default" as defined herein or in the Mortgage or any of the other security Documents, which continues uncured after the expiration of any applicable cure period provided in such document, then and in any such event Lender may at its option declare the entire unpaid balance of this Note, together with interest accrued thereon, to be immediately due and payable and may proceed to exercise any rights or remedies that it may have under the Mortgage, under the other Security Documents or under this Note, or such other rights and remedies which Lender may have at law, equity or otherwise. In the event of such acceleration, Borrower shall discharge its obligations to Lender !>Y..~ paying the obligations, with interest at the Delinquency Rate accruing from the date such acceleration is declared, plus any applicable prepayment premium. In the event this Note is turned over to an attorney at law for collection after the occurrence of an Event of Default, Lender shall be entitled to collect all costs of collection, including but not limited to reasonable attorneys' fees, incurred in connection with protection of or realization of collateral or in connection with any of Lender'S collection efforts, whether or not suit on this Note or any foreclosure proceeding is filed, and all such costs and expenses shall be payable on demand and shall also be secured by the Mortgage and the other Security Documents. Borrower may prepay the unpaid principal in full, or in part, at any time provided, however, Borrower shall give Lender at e,...,__replace2 . nte 9 least five (5) days prior written notice by certified Mail, Return Receipt Requested, of Borrower's intention to make any prepayment; and rurther provided that Borrower shall pay all interest accrued hereunder, to the date of prepayment, and further provided that contemporaneously with such payment (whether prior to or after the occurrence of a default hereunder) Borrower shall pay to Lender a prepayment premium in an amount equal to the product of the difference between seventeen and three-tenths (17.3\) percent and the published prime rate of Chemical Bank in New York city as of the date of prepayment, which percentage accrued at shall be divided by twelve (12), and multiplied by the number of full or partial months remaining on this Note before September 15, 1998 and said percentage shall then be multiplied by the amount or the resulting prepayment, and the sum so calculated shall be reduced to present value using an interest factor equal to the published prime rate of Chemical Bank in New York City as of the date of prepayment from the date of prepayment to September 15, 1998. On the third anniversary of the date of this Note (the "Reduction Date"), the Borrower will pay to the Lender, for application to the principal balance of the Loan, an amount equal to the sum of (i) $2,150,000, (ii) the Advance Payments hereunder, and (iii) any unpaid interest and other charges due on either amounts due on the Loan, whether Interest Arrears or Interest Shortfall, and any Advance Payments (the "Net Balance"). In the event that Messrs. Eide, Lorber, RUbinstein, Shaftoe and cohen, or a partnership or other entity designated by any of them, elect to acquire the indebtedness evidenced by this Note, they may do so by paying to the Lender the sum of the Net Balance plus $150,000 on or before the Reduction Date, by certified or bank check drawn on a member of the New York Clearing House. In the event that said option is not exercised and/or the sum of the Net Balance plus $150,000 is not paid to the Lender on or before the Reduction Date, the option shall expire, without any further action of the parties. At the option of said designee, in lieu of the $150,000 cash payment referenced in the first sentence of this paragraph, the debt represented by the Note shall be split and divided into two debts represented by separate promissory notes, in the respective principal amounts of $5,050,000 and $150,000 (the "Remaining Balance"). The note in the principal amount of $5,050,000 shall be assigned to said designee, and the note representing the Remaining Balance shall be held by the Lender, and shall be secured by the Mortgage. In such event, the Mortgage shall be split and severed into two liens and tWQ mortgages, one lien in the reduced principal amount of $5,050,000 evidenced by a substitute mortgage encumbering the Carlisle Property, and the other in the reduced principal amount of the Remaining Balance, evidenced by the Mortgage. It shall be a condition to the Lender's obligation to accept the $150,000 note that the Borrower restructure the debt so that the Remaining Balance shall bear interest at the rate of 14% per annum, and shall be payable in 36 e_,_replace2 . nte 10 , , least five (5) days prior written notice by certified Mail, Return Receipt Requested, of Borrower's intention to make any prepayment; and further provided that Borrower shall pay all interest accrued hereunder, to the date of prepayment, and further provided that contemporaneously with such payment (whether prior to or after the occurrence of a default hereunder) Borrower shall pay to Lender a prepayment premium in an amount equal to the product of the difference between seventeen and three-tenths (17.3\) percent and the published prime rate of Chemical Bank in New York City as of the date of prepayment, which percentage accrued at shall be divided by twelve (12), and multiplied by the number of full or partial months remaining on this Note before September 15, 1998 and said percentage shall then be multiplied by the amount of the resulting prepayment, and the sum so calculated shall be reduced to present value using an interest factor equal to the published prime rate of Chemical Bank in New York City as of the date of prepayment from the date of prepayment to September 15, 1998. On the third anniversary of the date of this Note (the "Reduction Date"), the Borrower will pay to the Lender, for application to the principal balance of the Loan, an amount equal to the sum of (i) $2,150,000, (ii) the Advance Payments hereunder, and (iii) any unpaid interest and other charges due on either amounts due on the Loan, whether Interest Arrears or Interest Shortfall, and any Advance Payments (the "Net Balance"). In the event that Messrs. Eide, Lorber, Ruhinstein, Shaftoe and Cohen, or a partnership or other entity designated by any of them, elect to acquire the indebtedness evidenced by this Note, they may do so by paying to the Lender the sum of the Net Balance plus $150,000 on or before the Reduction Date, by certified or bank check drawn on a member of the New York Clearing House. In the event that said option is not exercised and/or the sum of the Net Balance plus $150,000 is not paid to the Lender on or before the Reduction Date, the option shall expire, without any further action of the parties. At the option of said designee, in lieu of the $150,000 cash payment referenced in the first sentence of this paragraph, the debt represented by the Note shall be split and divided into two debts represented by separate promissory notes, in the respective principal amounts of $5,050,000 and $150,000 (the "Remaining Balance"). The note in the principal amount of $5,050,000 shall be assigned to said designee, and the note representing the Remaining Balance shall be held by the Lender, and shall be secured by the Mortgage. In such event, the Mortgage shall be split and severed into two liens and two mortgages, one lien in the reduced principal amount of $5,050,000 evidenced by a substitute mortgage encumbering the Carlisle Property, and the other in the reduced principal amount of the Remaining Balance, evidenced by the Mortgage. It shall be a condition to the Lender's obligation to accept the $150,000 note that the Borrower restructure the debt so that the Remaining Balance shall bear interest at the rate of 14% per annum, and shall be payable in 36 e_,_replace2. nte 10 least five (5) days prior written notice by Certified Mail, Return . Receipt Requested, of Borrower's intention to make any prepayment; and further provided that Borrower shall pay all interest accrued hereunder, to the date of prepayment, and further provided that contemporaneously with such payment (whether prior to or after the occurrence of a default hereunder) Borrower shall pay to Lender a prepayment premium in an amount equal to the product of the difference between seventeen and three-tenths (17.3\) percent and the published prime rate of Chemical Bank in New York city as of the date of prepayment, which percentage accrued at shall be divided by twelve (12), and multiplied by the number of full or partial months remaining on this Note before September 15, 1998 and said percentage shall then be multiplied by the amount of the resulting prepayment, and the sum so calculated shall be reduced to present value using an interest factor equal to the published prime rate of Chemical Bank in New York city as of the date of prepayment from the date of prepayment to September 15, 1998. On the third anniversary of the date of this Note (the "Reduction Date"), the Borrower will pay to the Lender, for application to the principal balance of the Loan, an amount equal to the sum of (i) $2,150,000, (ii) the Advance Payments hereunder, and (iii) any unpaid interest and other charges due on either amounts due on the Loan, whether Interest Arrears or Interest Shortfall, and any Advance Payments (the "Net Balance"). In the event that Messrs. Eide, Lorber, Rubinstein, Shaftoe and Cohen, or a partnership or other entity designated by any of them, elect to acquire the indebtedness evidenced by this Note, they may do so by paying to the Lender the sum of the Net Balance plus $150,000 on or before the Reduction Date, by certified or bank check drawn on a member of the New York Clearing House. In the event that said option is not exercised and/or the sum of the Net Balance plus $150,000 is not paid to the Lender on or before the Reduction Date, the option shall expire, without any further action of the parties. At the option of said designee, in lieu of the $150,000 cash payment referenced ill the first sentence of this paragraph, the debt represented by the Note shall be split and divided into two debts represented by separate promissory notes, in the respective principal amounts of $5,050,000 and $150,000 (the "Remaining Balance"). The note in the principal amount of $5,050,000 shall be assigned to said designee, and the note representing the Remaining Balance shall be held by the Lender, and shall be secured by the Mortgage. In such event, the Mortgage shall be split and severed into two liens and two mortgages, one lien in the reduced principal amount of $5,050,000 evidenced by a substitute mortgage encumbering the Carlisle Property, and the other in the reduced principal amount of the Remaining Balance, evidenced by the Mortgage. It shall be a condition to the Lender's obligation to accept the $150,000 note that the Borrower restructure the debt so that the Remaining Balance shall bear interest at the rate of 14\ per annum, and shall be payable in 36 e_,_replace2. nte 10 least five (5) days prior written notice by certified Mail, Return Receipt Requested, of Borrower's intention to make any prepayment; and further provided that Borrower shall pay all interest accrued hereunder, to the date of prepayment, and further provided that contemporaneously with such payment (whether prior to or after the occurrence of a default hereunder) Borrower shall pay to Lender a prepayment premium in an amount equal to the product of the difference between seventeen and three-tenths (17.3%) percent and the published prime rate of Chemical Bank in New York city as of the date of prepayment, which percentage accrued at shall be divided by twelve (12), and multiplied by the number of full or partial months remaining on this Note before September 15, 1998 and said percentage shall then be multiplied by the amount of the resulting prepayment, and the sum so calculated shall be reduced to present value using an interest factor equal to the published prime rate of Chemical Bank in New York city as of the date of prepayment from the date of prepayment to september 15, 1998. On the third anniversary of the date of this Note (the "Reduction Date"), the Borrower will pay to the Lender, for application to the principal balance of the Loan, an amount equal to the sum of (i) $2,150,000, (ii) the Advance payments hereunder, and (iii) any unpaid interest and other charges due on either amounts due on the Loan, whether Interest Arrears or Interest Shortfall, and any Advance payments (the "Net Balance"). In the event that Messrs. Eide, Lorber, Rubinstein, Shaftoe and Cohen, or a partnership or other entity designated by any of them, elect to acquire the indebtedness evidenced by this Note, they may do so by paying to the Lender the sum of the Net Balance plus $150,000 on or before the Reduction Date, by certified or bank check drawn on a member of the New York Clearing House. In the event that said option is not exercised and/or the sum of the Net Balance plus $150,000 is not paid to the Lender on or before the Reduction Date, the option shall expire, without any further action of the parties. At the option of said designee, in lieu of the $150,000 cash payment referenced in the first sentence of this paragraph, the debt represented by the Note shall be split and divided into two debts represented by separate promissory notes, in the respective principal amounts of $5,050,000 and $150,000 (the "Remaining Balance"). The note in the principal amount of $5,050,000 shall be assigned to sald designee, and the note representing the Remaining Balance shall be held by the Lender, and shall be secured by the Mortgage. In such event, the Mortgage shall be split and severed into two liens and two mortgages, one lien in the reduced principal amount of $5,050,000 evidenced by a substitute mortgage encumbering the Carlisle Property, and the other in the reduced principal amount of the Remaining Balance, evidenced by the Mortgage. It shall be a condition to the Lender's obligation to accept the $150,000 note that the Borrower restructure the debt so that the Remaining Balance shall bear interest at the rate of 14% per annum, and shall be payable in 36 e_,_replace2. nte 10 consecutive equal monthly installments of principal and interest in the amount of $5,126.64, commencing on the monthly anniversary of the Reduction Date. At the request of Messrs. Eide, Lorber, RUbsenstein, Shaftoe or Cohen or their designee which purchases the Note, Lender shall, at the cost and expense of the requesting party, subordinate the lien of the Mortgage securing the repayment of the Remaining Balance to institutional financing of Borrower. Notwithstanding anything contained herein to the contrary, upon the sale of the Carlisle Property, the entire unpaid balance of the Remaining Balance, and Advance Payments together with interest accrued thereon, shall be immediately due and payable. The Reduction Date may be extended to the fourth anniversary of the date of this Note by the Borrower's payment to the Lender of an $82,500 extension fee, at any time prior to the Reduction Date, time being of the essence. No individual shall be personally liable for the repayment of any of the principal of or interest due under the Note or for any other sum due under the Note or the Mortgage or for any deficiency judgment which the Lender may obtain after foreclosure on its collateral after default by the Borrower, except as provided in a separate written guarantee. This Note is made and delivered in New York, New York, and shall be governed by, and construed according to, the laws of the State of New York. This Note is intended to replace and supersede, but does not extinguish the indebtedness evidenced by, the Second Amended and Restated Loan Note, dated as of September 15, 1995 by and between Borrower and Lender, in the original principal amount of $5,200,000. No provision of this Note shall be waived, amended or supplemented except by a written instrument executed by Borrower and Lender. BORROWER IRREVOCABLY AtlTBORIZBS AND EMPOWERS ANY AT'roRNBY OF ANY COORT OF RECORD TO APPEAR FOR BORROWER :Ill ANY AND ALL ACT:IOllS AlID TO COHPBSS JODGHBNT AGA:IlIST BORROWER FOR ALL OR ANY PART OF 'l'BB SOKS DUB HEREUNDBR AlID/OR UNDBR 'l'BB KORTGAGB 1 AlID :Ill BI'l'HBR CASB FOR D1TBRES'l', COSTS, AlID PEBS TOGB'l'HBR 1fI:'l'H A F:IP'l'BElI PBRCB1I'l' (15%) COLLBCT:ION FBB OR $100, 1ml~VJ:iR :IS GRBA'l'BR. BORROWER FOR'l'BBR AtlTBORIZBS AND EMPOWERS ANY ATTORNEY OF ANY COORT OF RECORD TO APPEAR FOR AND BNTBR JODGHBNT AGA:I!lST BORROWER :Ill All ACTION OF REPLEVIN OR ANY OTHER ACTION TO RECOVER POSSESSION OF ANY COLLATERAL SECt1JU!lG 'l'HIS !l0'l'B. SUCB CONFESSIONS OF JUDGKENT OR ACTIONS SHALL BE nTH RELEASB OF ERRORS, WAIVERS OF APPEALS, WITHOUT STAY OF EXECUTION AND BORROWER WAIVES ALL RELIBF FROM ANY e,...,_replace2 . nte 11 CRM MOTEL COMPANY LLC t By: Title: :' e\"'1V_.,._~replace2 . nte 13 , Lender hereby declares due and immediately payable the outstanding principal balance of the Loan together with all Fixed Interesr, Interest Arrears, Interest Shortfall, Capital Proceeds (as such terms are defined in the Note) and all sums now or hereafter due or to become due under the Note and each of the other Loan Documents (collectively, the "Acceleration Amount"), Demlll1d is hereby made to pay Lender immediately in full the entire Acceleration Amount, In accordance with the terms and conditions of the Note, the undersigned hereby exercises its option to impose the Delinquency Rate of interest (as such tern] is defined in the Note), on all past due installments of interest If Borrower fails to immediately pay the entire Accekralion Amount the Lender will, in its sole discretion, pursue any or all of its legal rights and remedies under the Note and any or all of the other Loan Documents or that might otherwise be available at law or in equity, If you have any questions about the matters addressed in this letter, please do not hesitate to call me, V cry 1I".IIy yours, CR.;\' MOTEL COMPAN~' LLC " /" . ~.j, / ..4 " 1 By: v ',',,/ v. 'l...<-v~ ' Arthur Pergament Manager cc: Robert ], Eide Howard M, Lorber Kenneth Rubinstein Robert G, Shaftoe Stanley Cohen I' ! ,I -.f;f' ''Y' .... , ;1 1 " (1 ll" ,.' ( . . ~ ~, . . ,. . 11 ~ ( . L ,.) ~ ~ I, I \\ - " , .. ~\ i J I' .. . - 1 . ~~ , l\ ~' ~~ ~ \ + \~ , . .' .. Notes: If real property, supply six copies of description including improvements and an original and copy of affidavit of ownership (PaR.C.P. No. 3l29). If lengthy personalty list, supply four copies of list. Tb index writ, file separate praecipe with writ. ~ " j:.' , r (' " ~ c " " " ,.. :c.. r ~ I- 't ), J (" f " , r. f F .. - f - {~ .f.J ~- l ~ ., , , c ... ;- c:: ,", "' l;." - -' ""\- , ~.. ~ :.. r- ""' .. . . '"7, , J , -' , - / . . l'btes: If real property, supply six copies of description including ~roverrents and an original and copy of affidavit of ownership (PaR.C.P. No. 3l29). '() (: ~ - ,e '" '". , u.. '\ ....., ,1 '" ,~ ...) If lengthy personalty list, supply four copies of list. To index writ, file separate praecip:! with writ. f~t- r.il ~~ t" ~ .) ... , .. , '" -..l . -~ '. :t:, '" -tI .. "= i.J - . '" J.. "" v '" ~\ "'. . - d c 0 'd ~ Ci , C: G 1- r ,.. J EXHIBIT ,\ D::SC?:?7!C~J J,;.d ?~E>:!TAL ALL ,;:..;, CERTAIN tract of lan::! '...ith the improvemer,ts thereon erected situate in Middlesex Tow~shlC, cumberland County, Pennsylvania bounded and described as follows: - BEGIN~:I:;G at a point on the s:Juthern right -of -way line of Carlisle pi;.:e U,S, Route #11, L,R, #34, a: land ~ow or formerly of the Elwood Company, Inc, and now under lease: thence along said land, South 00 degrees 16 minutes East, a distance of 148,11 feet to a point; thence along same, South 89 degrees 05 minutes East, a distance of 161,35 feet to a point; thence along land of Associated Properties of Carlisle, Inc" South 04 degrees 25 minutes East, a distance of 407,63 feet to a post; thence along land now or formerly of Albert Keiser, the following three courses and distances; (1) North 86 degrees 44 minutes West, a distance of 648,94 feet to a point; (2) South 73 degrees 31 minutes West, a distance of 425,20 feet to an iron pin; (3) South 49 degrees 0 minutes West, a distance of 33.3 feet to a point in the center line of Legislative Route #21011: thence along the latter, North 50 degrees 3 minutes West, a distance of 166.07 feet to a coin: on the line of land now or former:, of Edward G, Smith; thence along" the latter by the northern side of a . macadam drive, North 74 degrees 08 minutes 58 seconds East, a distance of 246,66 feet to a concrete monument; thence continuing along said land of Smith, North 22 degrees 55 minutes 27 seconds 'lIest, a distance of 76,07 feet to a point; thence by land now or formerly of Brooks H. Lindenberger, North 73 degrees 25 minutes 30 seconds East, a distance of 88,63 feet to a point; thence by land now or formerly of Zeiglerthe following courses and distances: (1) North 76 degrees 44 minutes East, a distance of 100.00 feet to a post; (2) North 16 degrees 39 minutes West, a distance of 289.20 feet to a stake; thence by the southern right-of-way line of U.S. Route 11, L,R. 34, the following eight courses and distances (1) North 77 degrees 28 minutes East, a distance of 100,0 feet to a point; (2) North 79 degrees 21 minutes East, a distance of 100.0 feet to a pcint; (3) North 81 degrees 01 minute East, a distance of 100.0 feet to a point; (4) North 82 degrees 55 minutes East, a distance of 100.0 feet to a point; (5) North 84 degrees 45 minutes East, a distance of 115.45 feet to a point; (6) North 87 degrees 12 minutes East, a distance of 28 feet to a point; (7) North A 7 degrees 31 minutes East, a distance of 100 feet to a point; (8) North 89 degrees 03 minutes East, a distance of 39,98 feet to a point, the pL1CC of nEGINNING, CONTAINING 10,247 acres, BEING the same oremises wnlcn Cumberland Count v Industrial Develocment Authority by Deed dated December 15, 1986 and recorded in Cumberland County, in Deed Book K, Vol, 32 page 934 conveyed unto Carlisle Inn Join: Ve~:~~e, a Delawa~e gene~al 9a:t~ershi~. -, ~:.. >'0:1 of Pennsylvania } ':'_nty of Cumberland SS , ,,;orded in the office tor tne recording of 0.... ,..:,nt,nd for .Fumcerland County,la . ."~ !look 0<:)'+ Vol. -= Pago ~c .J ,.".~ my hand and seal of oH,ce r:! :.r.,.I~. PA th,S I '1 dayof;.:..:.d- \99-;- '.' / I '1 .///.:::~.7 __/.., r 'Recofdllr />' - --- .:..,..-.........' .......... ...... .......1'1:..._____. t" ,~\".:),; ,,;"._'~ I ...r:"'{'I";-r"',":"~;'\"; J "')'~~'r' Of" . >.jo.o", .,.:".?:= .l... ........ .rJ). , .~.,,,,, ~'t... .... '. '.. .~ '- ':;11'~ ....'': ' .,....r.. ,. ", "r. .. l.:"..l 4 "- :,.;. ", ," . :-'1( .,,' .. u...:. .4",.,:-.:, 'j ~:~. I 4.~.' '.." !.... . ,I . j..._.~: . ,~. f' r' '.~\\ ,;... .''/ ,. "1'\.\' . .. "'1.,- ,'~ I ~ '...~ . .. ''':" . , . I" ;, '~, c,:". -:- j'-: I 1.../, .....' . .. , ' ;~ i ..:' , .',. -.. . ,h" R ." - 1,.. '. . .. .,...-. .... e~:', ,'j()l i~::: :~~lb I ~ , 2. Name and address of defendant(s) in the judgment: KBS Motel Associates Limited Partnership and Carlisle Motel Associates Limited Partnership Trading As Carlisle Inn Joint Venture c/o Aegis Capital 70 East Sunrise Highway suite 415 Valley Stream, NY 11581-1266 3. Name and last known address of every judgment creditor whose judgment is a record or lien on the real property to be sold: CRM Motel Company, LLC (Plaintiff herein) A New York limited liability company 707 Westchester Avenue White Plains, NY 10604 4. Name and address of the last recorded holder of every mortgage of record: CRM Motel Company, LLC (Plaintiff herein) A New York limited liability company 707 Westchester Avenue White Plains, NY 10604 5. Name and address of every other person who has any record lien on the property: Unknown at this time. To be provided. 6. Name and address of every other person who has any record interest in the property and whose interest may be affected by the sale: Unknown at this time. To be provided. 7. Name and address of every other person of whom the plaintiff has knowledge who has any interest in the property which may be affected by the sale: Unknown at this time. To be provided. I verify that the statements made in this Affidavit are true and correct to the best of my knowledge or information and E:<llIBLT A ~ESC?:?7:S~: ~~d RE~:~AL -- ALL 7HAT CERTAIN tract 0: la~d w~~h th~ i~or~vemen:s thereon erected situate in ~'iddle5~x TO~~5h"p, c~~be"l~od C~~~ty, Pennsylvania bounded and described as follows: BEGIt~lING at a poi~t on the scuthe"n "ight-of-way line of carlisle pike U.S, Route ~11, L,R, ~34, at land no~ or formerly of the Elwood Company, Inc, and now under lease; thence along said land, South 00 degrees 16 minutes East, a distance of 148,11 feet to a point; thence along same, South 89 degrees 05 minutes Edst, d distance of 161,35 feet to a point; thence along land of Associated Properties of Carlisle, Inc" South 04 degrees 25 minutes East, a distance of 407.63 feet to a post; thence along land now or formerly of Albert Keiser, the following three courses and distances; (1) North 86 degrees 44 minutes West, a distance of 646,94 feet to a point; (2) South 73 degrees 31 minutes West, a distance of 425,20 feet to an iron pin; (J) South 49 degrees 0 minutes West, a distance of 33.3 feet to a point in the center line of Legislative Rc~te #21011; thence along the latter, North 50 degrees 3 minutes West, a distance of 166,07 feet to a ooint on the line of land now or formerlv of Ed~ard G, smith; thence along" the latter by the northern side of a . macadam drive, North 74 degrees 08 minutes 58 seconds East, a distance of 246,66 feet to a concrete monument; thence continuing along said land of Smith, North 22 degrees 55 minutes 27 seconds West, a distance of 76,07 feet to a point; thence by land no~ or formerly of Brooks H. Lindenberger, North 73 degrees 25 minutes 30 seconds East, a distance 0: 88,63 feet to a point; thence by land now or formerly of Zeiglerthe following courses and distances: (1) North 76 degrees 44 minutes East, a distance of 100,00 feet to a post; (2) North 16 degrees 39 minutes West, a distance of 289.20 feet to a stake; thence by the southern right-of-~ay line of U,S. Route 1l, L,R, 34, the following eight courses and distances (1) North 77 degrees 28 minutes East, a distance of 100,0 feet to a point; (2) North 79 degrees 21 minutes East, a distance of 100.0 feet to a point; (3) North 81 degrees 01 minute East, a distance of 100.0 feet to a point; (4) North 82 degrees 55 minutes East, a distance of 100,0 feet to a point; (5) North 84 degrees 45 minutes East, a distance of 115,45 feet to a point; (6) North 87 degrees 12 minutes East, a distance of 28 feet to a point; (7) North A7 degrees 31 minutes East, a distance of 100 feet to a point; (8) North 89 degrees 03 minutes East, a distance 0: 39,98 feet to a point, the place of OEGHlmNG, CONTAINING 10,247 acres. BEING t~e same premises ~hich Cumberland County Industrial Development Authority by Deed dated December 15, 1986 and recorded in Cumberland County, in Deed Book K, Vol, 32 page S34 cooveyed unto Carlisle Inn Joint Vent~~e, a Delaware general oart~ershio. " " .'O:d of Pennsylvania } ~:'"nty of Cumberland S5 , ,';~rded in [he offIce tor me recording of D..o- , ~ m"ind fo~umberland County, Po p,; " r-~ llOOK ~ Vol. -= Page ::'70 j., ""'Ii my hand an,d seal of cH,c" rJ . ~.':-~I.. ?A Ihl5 1'1 day of ~ \99:) ~I / I ,) //,_' ,~.. -... ,;' -, /7 '." - .' ....- ~--,.-.....""'- Recofoor / /" . ...~'o.,...., ~ '_.. _.~. ...~~.. ....., t'''' .~....l~ ~s.~~ 1 JI:: -',-"it.. '. .,,~o.....~; l ";::i 1~'r! f'" . ;,~' '" Ol,.- ".oO \", ~-,. . .~.;""I ..'".r.(;..... . ,'''' II (... " - '(I' .'.; -::> ' ! .:..: .~'..l,..:O ...: I 'J' "u..: "".:-,' ) ~:" I ....' , """ ,". I." " . , ._', -i' ..J. r' . . I". t.."l.\' ,;.... . ':/ . 1 . .1...\ . .' -1'\." " " ...::-.",- ,.' ~y - . l, .... ;. o. ...'_ . " . " '~. r.:. -:.- .r ", I 1.-/,/... .... . . " ,.' r' ~,.." :,:....' - 't". " o_o~. t'\ '_ _ ,- :'~~,\ .5!),l i\':: :~~)~ .,.... ... / NOTICE OF OWNER'S RIGHTS YOU MAY BE ABLE TO PREVENT THIS SHERIFF'S SALE To prevent this Sheriff's Sale you must take immediate action: 1. The sale will be canceled if you pay to CRM Motel Company LLC the back payments, late charges, costs and reasonable attorneys fees due. To find out how much you must pay, you may call: David Lebor, Esquire at telephone number (215) 569-5500. 2. You may be able to stop the sale by filing a petition with the Court to strike or open judgment, if the judgment was improperly entered. You may also ask the Court to postpone the sale for good cause. 3. You may also be able to stop the sale through other legal proceedings. You may need an attorney to assert your rights. The sooner you contact one, the more chances you will have of stopping the sale. (See notice on page three on how to obtain an attorney.) YOU MAY STILL BE ABLE TO SAVE YOUR PROPERTY AND YOU HAVE OTHER RIGHTS EVEN IF THE SHERIFF'S SALE DOES TAKE PLACE 1. If the Sheriff's Sale is not stopped, your property will be sold to the highest bidder. You may find out the bid price by calling David Lebor, Esquire at telephone number (215) 569-5500. 2. You may be able to petition the Court to set aside the sale if the bid price was inadequate compared to the value of your property. 3. The sale will go through only if the buyer pays the Sheriff the full amount due in the sale. To find out if this has happened you may call David Lebor, Esquire at telephone number (215) 569-5500. 4. If the amount due from the buyer is not paid to the Sheriff, you will remain the owner of the property as if the sale never happened. -2- E:WIBI'I' A DESCR:?TIC~ and RECITAL ALL THAT CERTAIN tract of la:-,d with the imorovement5 thereon erected situate in Middlesex Townshi?, Cumberland County, Pennsylvania bounded and described as follows: BEGI~~:I~G at a point on the southern right-of-way line of Carlisle pike U,S, Route #11, L,R. #34, at land now or formerly of the Elwood Company, Inc, and now under lease; thence along said land, South 00 degrees 16 minutes East, a distance of 148,11 feet to a point; thence along same, South 89 degrees 05 minutes East, a distance of 161,35 feet to a point; thence along land of Associated Properties of Carlisle, Inc" South 04 degrees 25 minutes East, a distance of 407,63 feet to a post; thence along land now or formerly of Albert Keiser, the following three courses and distances; (1) North 86 degrees 44 minutes West, a distance of 648,94 feet to a point; (2) South 73 degrees 31 minutes West, a distance of 425,20 feet to an iron pin; (3) South 49 degrees 0 minutes West, a distance of 33.3 feet to a point in the center line of Legislative Route #21011; thence along the latter, North 50 degrees 3 minutes West, a distance of 166,07 feet to a ooint on the line of land now or formerlY of Edward G. Smith; thence along" the latter by the northern side of a . macadam drive, North 74 degrees 08 minutes 58 seconds East, a distance of 246.66 feet to a concrete monument; thence continuing along said land of Smith, North 22 degrees 55 minutes 27 seconds West, a distance of 76,07 feet to a point; thence by land now or formerly of Brooks H, Lindenberger, North 73 degrees 25 minutes 30 seconds East, a distance of 88.63 feet to a point; thence by land now or formerly of Zeiglerthe following courses and distances: (1) North 76 degrees 44 minutes East, a distance of 100.00 feet to a post; (2) North 16 degrees 39 minutes Hest, a distance of 289,20 feet to a stake; thence by the southern right-of-way line of U,5. Route 11, L,R. 34, the following eight courses and distances (1) North 77 degrees 28 minutes East, a distance of 100.0 feet to a point; (2) North 79 degrees 21 minutes East, a distance of 100,0 feet to a point; (3) North 8l degrees 01 minute East, a distance of 100,0 feet to a point; (4) North 82 degrees 55 minutes East, a distance of 100,0 feet to a point; (5) North 84 degrees 45 minutes East, a distance of 115,45 feet to a point; (6) North 87 degrees 12 minutes East, a distance of 28 feet to a point; (7) North A 7 degrees 31 minutes East, a distance of 100 feet to a point; (8) North 89 degrees 03 minutes East, a distance of 39,98 feet to a point, the pL1CC of nEGINNING, CONTAINING 10.247 acres, BEING the same premises which Cumberland County Industrial Development Authority by Deed dated December 15, 1986 and recorded in Cumberland County, in Deed Book K, Vol, 32 page 934 conveyed unto Carlisle Inn Joint Ven~u~e, a Delaware gene~al pa~thership. .3'":" of Pennsylvania 1 . f C S5 . ~'..nty 0 umberlond , ,.;~rded in the office tor the recording of D.... '_,,", ,lntnd for .Fumberland County,~Pa _ .(~ !look. 001+ Vol. -= Page ~c; P.". J <'.".~ my hand an,d seal of offlco 'l ~,,(:'cl.. PA thiS ('1 clay of _"",d- 199:; ;,Y/ / I ,. J //. .':::;t ?" ........-'" '"? /;' , 'Recofd8r /" ;/ . -...- A"~( r){) I ....iJ,.. . 4..0...........~.....;.-..~ C" ..".,.~... " ...". ,~\l.15;s:;-..~ 1 ,.":: "'( Il"~'f" . .,~..... \':::"'-,.': ;! "~)"'l. .,..! ~..... ",.~ ,; ... ,(- .'." ,,', "fl. ' ..~.;..... ..":,.t...... ~ ",:" '11';''' : .~ .'11.1- . ..~: . ;' C . .. '...; .;.. \".~ . ...:'f .),' ",4..t ".,.:;_..J 'j t:"':.' , I....... '..." . : ,.' ,..'; . . I..... 'J.,,': ...>,." '. ~l':, ..~t.' .,,..,' ..";" ; 1 ...~..l,~ ~ , '':...0' - ' \ \,.l'.. ~.: " , ~ i" ~.' . ~..' 1'" ...-.' . " ~.. ,:-.-:" J ., , ..../",. '. ....' ,'-, .. - ( . ~. .. -"'[~;:R~;"" -- I,. . -.. - _ ...;,_.. .... {' .f ;l[--'- "v. :~~lb LJ2 2~ 97 I~: JJ I,ll:: 1,~I.>l-f.> 1,1~II,fj~f.> ~ 1,'lIl""/"','// fln.757 PUl2 "U? 212 755 1561l FEB-~-I9'l7 15:25 Cl.5H'lN ~ Z12 W 2UW 01'''", _ lI:UI Pal 'U ,.. Ut4 ...,Io.~.G..,', 212 755 1568 P,02/0~ ._....., .u_.- t , .... _ ..-.--... . IM~ ...... Oat. M .u ...~ce PnlaidIQ . , . tile Deteadant: 111 ~ ,,~tlft, alllll "&'lU.. "C Qe ~ .... ill UIe rOnllFlll9 AMwlr to .18.1.".1"'. CoItp1&1llt arr ~ Uld -nec:t to t:be.~ of tli8 lCIIov!qqe, 1nf_~i_ anal lleUef. me wad....I.,..:! lllldezat.",b tilel't G. SIlattce * ms Motel Coq>>. eaat eaaa. .te~tlI ue ..... -w.,_ to t!le ,.,..l~laa 0' 11 P.Il. c... 1410. .._laUDV' t:e lUI_m fal.ificat1on to .1Ius.'I'i~l.a. Da"'l .J/X/'f7 J~ a .KBS Mot.e1 Corp., tbe general p.~tner of KBS Motel AsJ iociatea Llmie.d partnerabip, . gen.ral partner of Carlisle o nt Venture, Inn . ... - ~ " .' " . . ". TOTI'\. Fl.e<! FEB-25-1997 15:33 a..SH(~ 1 GP\Jt I[H., I OZ'U'" lIllH 11:01 FAI UZ '" 11'. ....L.li.d...c;, 212 755 1568 P.0202 J t . I'.' ~ . ,~. ~ $a. ~ 1_ ~..l/,(r' fr,J,JJo, , . , eM Detelll'-w.t: 1n q,u,:acUon, all4 vc1U,.. ~t t!le .-c:atcMAtI ude iJJ CII8 tg~1ntI lUwVU '0 Itlbut ~ . Pl.i,,~1ft'_ CCIIIP1.&1nt a" au- aJId IcllOvledqe, illteal&1:ion and NJ.i.of. lOClnect ~o tbe' ~ of hi-. 'tl\A Wlden19ne4 Gndarat..n4. that tbQS_ Itat~ ue lUICle lIubjoa ~ t!Ie ~l~' of ~a P.A. c... 14.04 l'e1aUnv U u_~ talsitic:atloCl CoO .utha~i~l-" Da~e41 ::)/i~11l o~~/ . ., . 'Aegis Hotel Investors Corp the carlis1~ Motel Associates Limit d P gene~al partner of of Car11sle Inn Joint Venture. e artnersh1p, a general partner - -' TOTAL P.02 i t l , ~ ~ r " , 1 . .' ,... ,~u ( -f " '. .; U ~ '. u (:.J. ~ G ~ . 'n ... ,-' " . '~ , - , '. ,- l' d -K ~ r (ll 0 C- I.: .... () rtJ T . -p (- 1:J --' J ill .... ,,. c! - ,.. 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' - ... - -. .,::."'::' - - -,.. . - . - - ? :~ L:1.....3.::--= -,::.-,::.-:": --..---- ;::. :::-.~:- :;:-.:.; " . "- ;. -. :-;); ~,nr,syl'iama 1 55 .' ~ ~"'.:'( of CU:7'lt?:t'!and 5 ;'..r~~ In ~ne af',ce tvr ::-.~ r-:-:or~lr.~ cf ; :,""; )r'd for ,Cumcer!a('\c ;:JIJnr{. ?~ ~_. ~ - ... I > .. - , . ."..:........ Q'~~J'( .-.....-\.c,' - :'-,,,,oJ. ". ,':... __...... _4. _,:]':I~- Q~ -- ~ "~."~- .... ~.'..:....-~.~' ; ~,.~~_r./:,.; <:' - ..i:;"; .. .' ~'o' \ ~ .,.~"" / ,:'.>~(: ,:' : ~; -. '-.~;;'- / .-:> , '. .- ;..";,".\ '."'~. / '.'0, ?,>. :r:5 :~ .:;-':~~ ::J :)'. ':Jf ......;:.cr- , , _. ' .~ \3~ .... - .': ,........ '\:1.;:'.'( ~,ar~ 3r..-: ~a: ,,-, ~/ ~ '? ' - , ? " .- -. ;:;. . ., " :' .- . =-:--.:,.:.(dtir / -.--- - --- .-: ~ ~'-'- " ~'II ' ) , 'J ~. '" . g ~ ~ E . . Q ~ ~ 8 , t , Farmers Trust Company 1 West High street Carlisle, PA 17013 , //~L!- DA'VID LEBOR SWORN TO AND SUB~~}BED BEFORE ME THIS ~. 'DAY 09.1~~~:T' IX- {,'. . .. \ t!OT~~Y PUBLIC -- ---......J NOTARIAL StAt MARY 0 LAVIN 1'41.1"l.. F-utm... City of PhiladelphIa, ,. Ida County IJ (. .h.III,j'lOn Ex res Jul 10.2001 . BLANK ROME COMISKY & McCAULEY BY: DAVID LEBOR IDENTIFICATION NO.: 44201 1200 Four Penn Center Plaza Philadelphia, PA 19103 (215) 569-5500 Attorneys for Plaintiff CRM MOTEL COMPANY LLC IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW CRM MOTEL COMPANY LLC, a New York limited liability company: 707 Westchester Avenue White Plains, NY 10604 v. NO. 97-546 KBS MOTEL ASSOCIATES LIMITED PARTNERSHIP and CARLISLE MOTEL ASSOCIATES LIMITED PARTNERSHIP TRADING AS CARLISLE I~N JOINT VENTURE c/o Aegis Capital 70 East Sunrise Highway Suite 415 Valley Stream, NY 11581-1266 NOTICE OF SHERIFF'S SALE TO: ALL PARTIES IN INTEREST AND CLAIMANTS OWNER: KBS MOTEL ASSOCIATES LIMITED PARTNERSHIP AND CARLISLE MOTEL ASSOCIATES LIMITED PARTNERSHIP TRADING AS CARLISLE INN JOINT VENTURE PROPERTY: 1245 Harrisburg Pike, Carlisle, Middlesex Township, Cumberland County, Pennsylvania (Described more particularly in the attached legal description.) The above captioned property is scheduled to be sold at the Cumberland County Sheriff's Sale on Wednesday, September 3, 1997 at 10:00 a.m. in the Commissioner's Hearing Room, 2" Floor, Cumberland County Courthouse, 1 Courthouse Square, Carlisle, Pennsylvania. Your interest in the property may be extinguished or affected by the sale. You may wish to attend the sale to protect your interest. -....-..... .. ~~.::::: :~j ;1:-".:; ?::'::7;'~:'" .;:"L ::-:_:'.: C::?T;"I~; t:-acr: ~a:-.: ~~:~ :~~ l~~r~'le~~~:S :~~=~C~ ~=~ct~d C~~b~~la~d to'l~:Y, ?~~~5yl~3nia bounde~ s~c~a:~ in r,ti~dle3~:( Tc~~s~~=, a~d ~~sc=i~ed as Eollo~s: . a::::;r~~::::G a: a ~oi=-.: Oi. :';".~ s.~.~:~~:-:'. :,:.;:-.~~a:.'~:'/ :':.:-.e 0: Ca=lisle ?i:-:e u.s. ?Cl,.:.t~ ;:':, L.?. =3';, 3::' la:-.:' :-.:;'" 0:- t-:=~e:-.:..! ::: ::~e ::l',o/cod Campa:-.'!. Inc. and now unde:, lease; th~nce al~ng said lan~, 50~~~ 00 degrees 15 m; ~u-~s =-a-- a di s-a~c~ 0: ~ ,:J 11 r.::>o'" t.o a ooi.,.... ........Clo~CO a' o~~ sa~e L....:-_ ... ::;)1.., _..'- '.~ 4 .. .:..<J..... ..__I,., ..-..:' "':..'-" - - I.,=, .." SOll:~ 33 deg=ees o~ ~::'.~~es ~dS:, ~ dls:a~ce 0: l=l.]~ fee: to a OOl~:; thence along 13.nd of AssaCl3.:e~ ?=ope=:ies of Ca:lisle, I~c" Sau~h C~ c.eg::ees 25 minutes East, a dis:a~,:e 0: ~07, 6J fee: :':) a pas::.; then::e along land ~OW 0= fo~rne~~: 0: Albe=t Ke:se:-, r:he ccllo~ing th=ee co~:ses a:-'.d dist:a:l.ces; (1) ~;o=t.:-. 36 ~~~=e~5 44 mi:'.'..:.::.~s 1"":5t, a dis:ance at 6~5. 9~ :eet co a point; (2) SO'J.t:-. 73 c.e~:ees ]!. minut.es ',.jest, a dist.a::::e of 425.2':) :ee: to a:1 i::-o:1. ~:.~: ()) 5c~:~ 49 ceg=e€.s 0 :-:1:.r.ut.es fiest., a dista::ce oe 33.3 :eet :0 a ~~:n: ::: the ce:'.te= l::'.e 0: Legislative ~:~:e ;21J1.:; thence alo:1g t.he !..2.::.:e:-, :::>:-:r. 50 de'3':-e~s 3 ~,i:1ut.es West, a dis:a~::e of 165,07 feet ::'0 a p:~~: a~ the li~e :: la~d na~ 0:: fa:me:ly 0: Ed~a=~ G.' S~ith; the:1ce alc~; the la::.:e= by the ~o=:he=n side of a ~a-;:Jda::\ c',...; ve No,........, 7~ d"',,--.::I.::Is OJ i:1.; """""'5 5" -.::Ir-o-.....- -=-305" a d; st3.-'-.:lI ~~-- ~. __ ,,_.._ ,:. _'_.. "1 _-=,"__ ..J "_;........_ ~ ~7- ,:_;7.... '-I .~ ..~--: 2.... ...... "'oe" to a ~o~c....~...:rr. .....0..."..,.::1-... "n.:lo""CO co..........'.'...g -lo~g sa'c la~" 0- "1':J.':)0 ..._ 1,." '- .. ___:_'" .:""'''1_''-' 1",.01_.. - . ..I..~......_.. ~~.. - .......... S~ith, ~io~:n 22 deg=ees ~~ rnl~u:e5 27 secc~cS ~es:, a c~scance of 75.07 fe.~_" -0 a ~a; no... "'Me~c~ '0" , a"'d "'-'N r;- ra-....,::Io-l./ 0': ~-Oo'~S t: ;-: -: '-. ,:J _ _. '-;'" _.: -" ........ ...J"" ""'-"-.. -.---'" .... - ulnce~~e~se=. No=t~ 73 ceg=~e5 2j ~~~~~es 30 s~cc~cs ~asc, a clstanCe c: 03 -J ':.:;10- -a a ~oin"" ......-='-~~ '::JI' ;.:ln~ "'0'" 0"'" c~__~_"/ a~ Z~l.'gle""''''':-,;'Io ~.; ___'- '_ t" _ .'":' .',:""_"__ : ...-.."" .. .. ...-:-...-...... .. '7 - -1....- "a' ,,...,.,,......... co"-ses a~c Q' S-3.-"'~-' (') ~'O~"h 7- ~~C-.:l~- Gt ..... "ut""S =-a-- a ":. ..._-' _..':;j .. .......... ''; _.. ..__.;::1. _ .f _.'-'. . '=' '-__.--_.::1 .~ 1>1...... - ... ::;)."/ c.ls:a:1Ce 0: 100.00 ::ee: ::.~ a ;:05:; (2) ~jo=t;;. 15 c:S'::ees 33 ml:lutes ',..':;5:/ a dis:ance of 289,20 f~e: ::'0 3. s:ake; ::.he~ce by :he sauthe::n ::i;h::.-o:-~ay line c~ U.S. Route l~, ~.R. 3~, :ne Eollo~i~g e~gt: courses and dista~ces (1) No::::.h 77 deg~ee9 23 ~~nu:e3 ~ast. a ciista~~: o~ 100.0 feet to a 00:":-.':; (2) No=th 79 c.ec:"ees 21 ::1:.:".'...:.::.e5 =:as:, a c:..s:an=e 0: 100.0 teet. :0 'a -.",0.;-,,'::-_" (3) '.0-......, 8' c--:~...._~.::I.. ('I' _:,."q1t.:. '=--- a ~'s-a~-~ o~ 100 0 f~:.- to _ _ .t _'-.. .... _~___:::J oJ_ "'_I.._ _ ...d..::I.... ...._ \.. ..'-- J.. . --- a pain:; (~) Na::th 82 des::ees "" ",int.:::.es ::ast, a distance of 100,0 e~e: to a pain::.; (5) Na::t.h 8'; des:ees ~5 ",inu::.es Eas:, a dis:ar.ce of 115,~5 fee: :0 a point; (6) No::::, 37 d~::::ees 12 ;ni~t.:::es ::as::., a distar'.ce of 2':: eee::. :0 a pain:; (7) No::-:h "7 dee:::ees n ::\i~.u:es ::as:, a c:.sta:'.::e of 100 __'~_~"""_ "0 a ~a''''''-' (9) ~,'v--_-_'.-. .::~ ,4=O;:.....:l~- 03 -; -U".=l- ::";::-- a "'.; S"_'~,.~_e a ..-, ~~....., . -,~-".--" ,,,....--,,--,,~, - ~ : 39.:1'j :eet. to a po~:-.t, :~.e ~~:I':>:: of G:."::;!~:;;IUG. CQ~;7.:'.::::NG 10.2;;7 ac':"es. 3:::~.jG :':1e sar.\: ore;.lises .....::~:::-. r,,-.~~=-la;".:: C~U~:'I ::1=~st.=ial Develo~i.i~:-.:. ,:"t.:::.ha:ity by Deed dat~d Dec~::-,=e: :5, 1936 a~,d :-~co:c.ed in Cumbe:lan':: , C-:'~:'.:'/, ..... weed ;::.~C:< K, ~jcl.. 32 ...,..-3.-.-= 33'; --......:)..,=.,- '...::-:-:..:) Ca=lisle ::'.:'". ';0:':-.: .... -....... -:-- V~:-.::..:.=e, a D~la""'3.=e se:".~:-3.::' ?a:-::-.e:-s:--.:.;;. ;",:~ of ?~nnsylvanla } SS >.nt'( of Cu~~land , ,,",Ced In the office tor tne r~ordlng crf O,.es ,.; in ;!nd for Cumcerlanc County ?3 _ jI ")1. ....., ,. ~~ ~Q()I: ::::....:: Va! ....::::. ?ag13 ~::; 'v:'. m'f :;ar.d aDO SSJa~ O! cf'llce cJ ~..(.''';I~. ?A th:S ! ~ oa'lof .,:.;:..d- \37:; .y. . / I , ,,;i'/ . f ...,... _"~ / ~ /7 _' 'r ."- .01' - ---- R-:cc.(d<lr / /.' 0:---......:. :.-........, .. ...... ;'\0:.,..-.. ....... -i~.'.:.~~.;:'\.~ . ~', ..."'....._.. ,__ :"\ 1 1':...("'1. ':'1"'" N'." '4..'-,;....... .~ ......\ t' ~ . ["oJ....... !"' ',_ .".... "'..' .f' "'.. ; -2 ,..;C-.... '" -..,'-, '.. " ~. I -. ,. ..... 7. ~ ,:'.\'.~.:-. ....~ . r;(' t ......,. .f' ,:", I'.. '"J.\ .~. :I .. , I, ..,\,~, :" i~: .' ~ ~':- ' >........ 'A ~.:.. .~ j'- 4..':/:'~::';'~'.. .~~,..' "".. ~ , '"'SI)! ;. ')(,,, '.' '-' CD .. :c ~ '.. !() ;... (' I' 1 . , < '.. , '- r' , -. <, I ( .., I. 0.. I. ,- , l..; O. U CRM Motel Company LLC In the Court of Common Pleas of vs Cumberland County. Pennsylvania KBS Motel Associates Limited Partnership Writ No, 97-546 Civil Term Carlisle Motel Associates Limited Partnership trading as Carlisle In Joint Venture Kathy Carper, Deputy Sheriff, who being duly sworn according to law. says on June 30, 1997 at 9:03 o'clock P,M,. E,D,S,T" he posted the property ofKBS Motel Associates Limited Partnership, Carlisle Motel Associates Limited Partnership trading as Carlislc In Joint Venture at 1245 Harrisburg Pike. Carlisle, Cumberland County, Pcnnsylvania with a copy of Real Estate Writ Notice, Poster and Description according to law, R, Thomas Kline, Sheriff. who being duly sworn according to law. says that he served Real Estate Writ. Notice. Poster and Description in the following manner: The Sheriff mailed the within named defendants. to wit: KBS Motel Associatcs Limited Partnership, Carlisle Motel Associates Limited Partnership as Carlisle Inn Joint Venturc a notice of the pcndency of the action by certified mail marked DELIVERY ONLY TO ADDRESSEE, at thcre last known address ofclo Aegis Capital, 70 East Sunrisc Highway suite 415, Valley Stream NY 11581- 1266. This letter was mailed under the datc of June 30, 1997 and was received on July 3. 1997 with return receipt card signed by K. Jakubowski, Return receipt card is hercto attached, R. Thomas Kline. Sheriff. who being duly sworn according to law. says that he served Real Estate Writ, Notice Poster and description in the following manner: The Sheriff mailed the within named defendants. to wit: KBS Motel Associates Limited Partncrship, Carlisle Motel Associates Limited Partnership as Carlisle Inn Joint Venture a notice of the pendency of the action by regular mail to there last known address of cIa Aegis Capital. 70 East Sunrise Highway Suite 4157, Valley Stream NY 11581-1266, This letter was mailed under thc date of July 14. 1997 and was never returned to the SheriIT's Officc, Kathy Carver, Deputy Sheriff, who bcing duly sworn according to law, says on Junc 30, 1997 at 9:04 o'clock A,M" E,D,S,T.. he servcd true copies of Real Estate Writ. Noticc Poster and Dcscription, in the above entitled action upon the within namcd defcndants, to wit: KBS Motel Associates Limitcd Partncrship, Carlislc Motel Associatcs Limited Partncrship as Carlislc Inn Joint Vcnture by making known unto James Ed, Callahan Gcncral Manager of KBS Motcl Association Limited Partncrship Carlislc Motel Associatcs Limitcd Partnership as Carlislc Inn Joint Vcnture at 1245 Harrisburg Pike, Carlisle. Cumbcrland County, Pcnnsylvania. its contcnts and at thc same time handing to him personally the said true and attestcd copies of the same, R, Thomas Kline. Shcriff, who being duly sworn according to law. says Ihat after due and Icgal notice had becn givcn according to law, cxposcd the within dcscribed prcmises at public venue or outcry at the Court Housc, Carlisle, Cumberland County. Pennsylvania on Septembcr 3, 1997 at 10:00 o'clock A,M" E,D,S,T" and sold the same for the sum of$I,OO to Attorncy David Lcbor for CRM Motcl Company LLC AT 520 Madison A vcnue, Ncw York. Ncw York Its successors and assigns, It being highest bid and the best pricc reccivcd for thc same CRM Motel Company LLC, Its successors and assigns at 520 Madison A venuc Ncw York. Ncw York paid SheriffR, Thomas Kline the sum of $959.45, it being poundage stamps ctc, Sec attached distribution shcet for additional costs, Sheriff s Costs: Docketing Poundage Advertising Posting Acknowledging Deed Auctioneer Law Library County Mileage Cert Mail Levy Surcharge Law Journal Patriot Share of Bill Distribution of Proceeds Sheriff's Deeds Total l ~ 30,00 18,81 15,00 15,00 30.00 10.00 .50 1.00 3.10 9.98 15.00 8.00 398.75 326,50 28,13 25,00 - .2:!jll \>959.27 Pd by Ally, 9-03-97 , , '~ Sworn and subscribed tu before ml' So answers: this 9 ~ day of rV (' G: L.. 1997 R, Thomas Kline, Sheriff '-~..... C l-nA...U, ~, ~~(>li' Pro 0 otary by \../ '- .J'--',/P-' ,..<)c , 3vi ,'tl Ui- I J' IS \ ~, 1'1'f(.L- EX;!: ~I:' r.... ::; :::~3 =~.;. ;~_~.~ ~:~]~:~ ;..:~ ~: ":'.2:; A!...L 7::.:'.:' C=:R.Tt;::l t=3.C:' -:: 130:-.: sit~a:~ in Middl~sex TQ~~5~:~. and desc=ibed as :ollc~s: . ~~:~ :~~ l~;=~~~~~~:3 :h~~~cn e~~c:~i c~~t~rla~j c:~~:y, ~~~n3y~~a~i3 b0u~dei a::GI~~;:~:G at 3 ?oir.: 0:1 :.:--.e s::'~'::-.'~=:-; =:.g'n:-c: ~',;a':, :::-..J c: Carlisle ?.:.!:e u.s. ?cut.e #11, L.R. ;]4, a: :'~:-.:i :-'.C'''' or fO:-::7It~rl':, 2: t.ht:! El'",cod COiil-pa.:".:, i~c. a~d now u~der lease; the~~e al=~g said la~d, Scuth 00 degrees 16 minutes East, a distance 0: l.~a.:: fe~t to a ~oi~:; ~hcnce along sa~e, South 89 degrees 05 minut~s E~5t. ~ dista~ce 0: 1~1.J5 feet to a poi~:; chence alo~g lar.d of Asso=iatec ?==~~=:i~s 0: Ca=:~sle, Ir.c., South C~ deg~ees 25 minutes East, a dista~=~ of _07,6] fe~: t:J a post; thence along land now or formerly of Alb~r: Keiser, the !~llowing three courses a~d distances; (1) No~th 35 desr~~3 44 minutes ~~s:, a distance of 6~a.9~ feet to a point; (2) South 73 de~=ees 31 re~~u~es ~e5:, a dista~ce 0: 425.20 feet to an iron pin; (J) Scuth 49 degrees C ~inutes West, a dista~=e of 33.3 feet to a poi~: i~ the ce~te= li~e of Legis13ti~e R:~:e ~2101l; thence alo:lg tr.e lat.t~::', :;o:th 5CJ ....:eg:-ees j ~i::'~':.e.3 West, a dista~ce of 166.07 feet to a pci~: en the li~e 0: lani no~ or form~=:: V~ 2dwarc G. Smithj thence along :~~ la:~er by :~e ~~::hern side of a macada~ drive, North 74 degrees OS minutes 53 se=o~ds East, a dista~=e ~: 246.66 feet to a concrete mo~u~e~':.; thence conti~~:ng along said la~c c: Smith, North 22 degrees 55 ~i~u:es 27 seconds Wes':., a distance of 76.07 feet to a point; thence by land ~cw or for~e=~1 0: Brooks H. Linde~~e~ger, North 7] d~g~ees, 25 mi~utes 30 sec~~ds Ea~t, ~ distanc~ cf 89.6] :eet to a po:nt; ':.~ence c~. la~a now or fs=~~rly at Zelglerthe follo.....ing courses and dis:ar.=es: (1) No:-t:h 75 des~ees 44 minutes East, a dista~ce of 100,00 feet to a post; (2) No~th 16 deg~ees 39 minutes Wes:, a dis~ance of 289.20 fee: to a stak~; thence by :~~ gout~ern right.-of-~ay line of U.S. Route 11, ~.~. 3~, :~e followi~g eig~~ co~rses and dis:a~ces (1) No~th 77 degrees 28 minutes East, a dista~ce,of 100.0.feet to.a pOl:'!t; (2) No::th 79 deg~ees 2: ;cl~,'-l:es East, a dlstanCe 0: 100,0 teet to a po:~:; (]) rlorth 81 decrees 0: ~i~ute Sas:, a ~i.s:a~ce of 100.0 fee: to a poi:'lt; (_) No~th 82 deg~ees 55 mi~.'.ltes East, a ,::ista:'lce of 100,0 feet to a point; (5) No:"th 64 degrees 45 :n:":1u:es Eas':., a distance of 115.~5 feet to a point; (6) ~orth 97 deg=e~s 12 rni~u:es East, a distance 0: 23 fee:: to a point.; (7) Ncr::h A7 ceg=e~s 31 r.1:r.'..1t~S East. a dista:1.ce 0: :'JO c"_er. ..,..., a 00; n~' (9) "oy.'r. 00 d;::l,........;::l;::l... f":] ...~... ....~ _:'a-:::!"', a C'l' sta~co a: _ _,.._~ ~ _~ '-, . 14 _"- \ oJJ _:j___~.J \.I_..U...._5....- .. - ~ 39.JC ::e~t to a pO::1C, t:-.~ ?~l'='~ or n2;::;::::j:~;G. cO:j"r.;:~::ljG 10.247 acres. B::I~;G :~e same o:"e:nises w~ic~ c~~~e=la~d C=~~:'l :~dustrial De~elop~e~: Auth0rity by Deed dated December 15, 193~ a~d rec~rded i~ C~~c~~la~d C::)l,;~:':. :~. Deo_d "c~',,( '.':, \.:::~. ., 'J "'3,",,0 ~,. -..........:l..~.... '......0 Ca-1;"" 0 Tn- -.....:...1"- ~ ~ '-.I _..i_ ::' ::_. .._'1: ,_......_:__ ....._ _..._;;:J__ -.,. I".-..J___" Ve~:~~~, a D~la~~r~ g~~~~al ~a::~~=5~:~. 0' c ~'J of Pennsylvania } :".nt'/ of Cumberland SS "'crd..d ,n the oH.ce tor tne recordmg 01 D...cs '-.:;, ,n I~lnd for ~u,:"berland County,_P,a . ,. :] ~ook ~w. Vol. -==- Page ~..... '",. my hanu and :;eat at cHlce cI. :_, ,"", ?A tn,S ! '1 oayof ';'!":'d- \3',' ".y / ~ ;' , ,-. //.' . -~, ~ ~ R~coid6r /.- :./ - -- ~..." '.' ...... .~.'" ..,.~~... ...... .t-'~'."I':~::.;;';~~ ' .. .."," .....,~_~~,l: -! .'/~':~.# ~ ~ .' .. .,...... ...:;_.,i,.l,.... "~';., ;.. -2~ .....;(.'-,. ~ '. . (e ;, '. .11 t .'. I . C''';' . . - " ," ..." ~ . .' l...tl, "",-~'- J' .",;:.' I .... , ...,., .. ~. " j ." :)., ;.. .~. ,'/ .. .. ~~. \ , .",- ,.... ," ". . . . ;,:-' j'- ,..' . .~~I,; ..- ,./, ..... I .":-: ~ f'..:,... . " '\ . ~ , ~ :"''', ,':ill! .' :~~! ~ NOTICE OF OWNER'S RIGHTS YOU MAY BE ~BLE TO PREVENT THIS SHERIFF'S S~LE To prevent this Sheriff's Sale you must take immediate action: 1. The sale will be canceled if you pay to CRM Motel Company LLC the back payments, late charges, costs and reasonable attorneys fees due. To find out how much you must pay, you may call: David Lebor, Esquire at telephone number (215) 569-5500. 2. You may be able to stop the sale by filing a petition with the Court to strike or open judgment, if the judgment was improperly entered. You may also ask the Court to postpone the sale for good cause. 3. You may also be able to stop the sale through other legal proceedings. You may need an attorney to assert your rights. The sooner you contact one, the more chances you will have of stopping the sale. (See notice on page three on how to obtain an attorney.) YOU MAY STILL BE ~BLE TO S~VE YOUR PROPERTY ~ND YOU H~VE OTHER RIGHTS EVEN IF THE SHERIFF'S S~LE DOES T~KE PL~CE 1. If the Sheriff's Sale is not stopped, your property will be sold to the highest bidder. You may find out the bid price by calling David Lebor, Esquire at telephone number (215) 569-5500. 2. You may be able to petition the Court to set aside the sale if the bid price was inadequate compared to the value of your property. 3. The sale will go through only if the buyer pays the Sheriff the full amount due in the sale. To find out if this has happened you may call David Lebor, Esquire at telephone number (215) 569-5500. 4. r: the amount due from the buyer is not paid to the Sheriff, you will remain the owner of the property as if the sale never happened. -2- E:<HIBIT ,\ C~SC?:~7:C~ a~d ~SC!TAL - -- ALL 7P~7 CERTAIN tract of :a~j wlth th~ improvements thereon erected situate in Middlesex TQwnshlP. Cumberland County, Pennsyl'/ania boundei and described as follows: BEGIt~;:NG at a point on the southern right-of-way line of Carlisle Pi~e U,S, Route ~11, L,R, ~34, at land now or formerly of the Elwood Company, Inc, and now under lease; thence along said land, South 00 degrees 16 minutes East, a distance of 148,11 feet to a point; thence along same, south 89 degrees 05 minutes Edst, a distance of 161,35 feet to a point.; thence along land of Associated properties of Carlisle, Inc" South C4 degrees 25 minutes East, a distance of 407,63 feet to a post; thence along land now or formerly of Albert Keiser, the following three courses and distances; (1) North 86 degrees 44 minutes West, a distance of 648,94 feet to a point; (2) South 73 degrees 31 minutes \-lest, a distance of 425,20 feet to an iron pin; (3) south 49 degrees 0 minutes West, a distance of 33.3 feet to a point in the center line of Legislative Rc~te 121011; thence along the latter, North 5U degrees 3 mi~utes \-lest, a distance of 166,07 feet to a ooin: on the line of land now or former:~ of Edward G. S~ith; thence along" the latter by the northern side of a . macadam drive, North 74 degrees 08 minutes 58 seconds East, a distance of 246,66 feet to a concrete monument; thence continuing along said land of Smith, North 22 degrees 55 minutes 27 seconds 'fiest, a distance of 76,07 feet to a point; thence by land now or formerly of Brooks H, Lindenberger, North 73 degrees 25 minutes 30 seconds East, a distance of 88,63 feet to a point; thence by land now or formerly of Zeiglerthe following courses and distances: (1) North 76 degrees 44 minutes East, a distance of 100,00 feet to a ::Jost.; (2) North 16 dearees 39 minutes West., a distance of 289,20 feet to a stake; thence by the southern right-of-way line of U,S. Route ll, L,R, 34, the following eight courses and distances (1) North 77 degrees 28 minutes East, a distance of 100,0 feet to a point; (2) North 79 degrees 21 minutes East, a distance of 100.0 feet to a point; (3) North 81 degrees 01 minute East, a distance of lOO,O feet to a point; (..) North 82 degrees 55 minutes East, a distance of 100,0 feet. to a point; (5) North 84 degrees 45 minutes East, a distance of 115,45 feet t.o a point; (6) North 87 degrees 12 minutes East, a distance 0: 28 feet to a point; (7) North R7 degrees 31 minutes East, a distance of 100 feet to a point; (8) North 89 degrees 03 minutes East, a distance of 39.98 ::eet to a point, t:-:e pli1cC o~ nEG!~n;ING. CONTA!NING 10.247 acres, BEING the same oremises which Cumberland Count'! Industrial Develooment. Authority by Deed dated December is, 1986 and recorded in Cumberla~d Ccu~:~, in Deed Book K, Vol, 32 nacs 93~ ccnve~ed u~:O Carlisle !n~ ~oint Ve~:~=e, a Delawa~e ger.e=al pa=:~~=shi~. 4 ,'C:d of Pennsylvania } S5 >.f1IV of Cumberland , ,,;orded In the office tor me recording af DINGs '.;in!:,f1d for Fumberlano Counl)',l} ~. _,,~ 1\OOK ~4- Vol -= Page ~c " ., '".. my hand afld seal at cH,ce c/o :..r:,.I~. ?A thl5 1'1 aayof ,<;:.cr- \91:- /7/ .:: _ ~..... ..-.':'/ -:.; r - -' ,~,.~.-- Recotder.' ' . . ~~~........,; "-.. ..~ .....~~.... ...... {>'.... ,~',I~ ~s.;,~" I ..:, ","t; ,0,;' " .,~..... ~:'\..': .J "."\ ~~!,..t ~..- ..."~", ... ....' 1'" 'r r. ',.','. ',' ,. ,,I')..' i'...... ...,.(_~" .," II (: ~ ,~'''; '(I. I .' .... ~ I . ~ ' . _:,,' . '-I} , .. u' ......' ;-'";' J ......... ,'.::::J"';" . .:.~ . .'f : .<.... 'I t ...t~\ . ,;..' ,'/ " ",\." :( "..~...,.; . ;. ...... . ,.'".' ..-- " "1' f,. - ':- J . , ~ I '. '?: S '::1 ~_.::" ~ -- , I '''''. ,')1) 1 _.J ,,, :1,:.- :~~l~ J'1f 76- I'IWOF OF 1'1I1l1.1l'ATION OF NOTICE IN ClII\IIIEIU.ANIlI.,\ W .IOlII{NAI. (Ulllkl' ACI Nil, 5X7, appl'lIl'l'd r-,'lay Ill, I')::!"),!" L.17X4 STATE OF I'ENNSYLVANIA : SS. COUNTY OF CUMUERLANI> : Rogcr M. Morgclllhlll, I':sl(uil'l', hlihll' "I' Ih,' CUll1h,'r1and Law Jllurnal.of th~ County amI Stute ali)l'~saill. b~ing duly SWllf'I), ill"'lIllling IlIlilIV, d~plls~s ilnd suys thiltthe CUll1b~l'lunll Law Journill. u I~gul pel'illdicul puhlishl'd ill till' BlIl'lIugh III'Carlisl<' in Ih~ County und Stull' aforesuill. was ~stublished Junuul'Y 2. I ')5::!, und lk-signat,'d hy Ihe local CIIUl'ts us th~ oflkiul legal periollical for the puhlicution of ulllegul nlllices. and has. silll'e JUllual'Y 2. )lJ52. been regularly issuell weekly inth~ said Cllurny, and Ihillllll' pl'int~d nolic~ or publiculion uttachell hereto is exactly the same us wus pl'int~d in the regulur ,'ditillns unll issues of the suill Cumbel'lunll Law Journulon the fllllowing dut,'s, vi1.: JULY IX, 25, AJ.!G!J.S'.L1AJ.'J5D___ Aftial1l further lie poses thai h~ is mnhol'iled III \'~I'ify this stul~ll1ent by Ihe Cumberlunll Law Journal. a legul periodic,tllIf gelll'n11 dl'l'ulatilln. ullllthal h~ is nol intel'eslell in the subject matter of the uforesaid notic~ 01' ud\'('rliSl'Il1~nt. allll thai all ull~galillns in the fOI'~going statements us to time. place anll dlanlct~r III' puhlicutilln Ul',' true, -::::::~ ",::L2!11,~~;,,;;m- CR\1 ~ol('1 Company LLC Vll, KDC 1.10101 Assoclato" Llmltod Punnershlp. Carlisle Motrol A"\!KlClnles Umltro Partnership Tnl(Un~ B.'i Carlisle Inn Joint V('nture AUy,: Da\1d Lobor EXIII lilT A DESCRIPTIO:\' AND RECITAL ALL TIIAT CERTAIN !mol of land with tht' Improvemrnls thC"rron ('t'f'{'lnl sllunlr In MlddlrseJ( Town- ship. Cum~rlnnd County. Pennsyl- vania boundnl and d('scrtlXfl as rol. IOW>I: nEGIt\~It\G ill a point on 1he" suuthern rt~IIl.()(.WOlY IInc' o( Cnrll:'4lr I~ko lJ,S, 110111" Oil, 1..1l. 03-1, 01 lalld nuw Uf rurlllrrly or tilt' Eh"..,x)(1 CtJIII(liUlY. lilt". illulnow tlruf("f h'"sc'; Ihenn' i1111n~ sillcl 1.llul. South 00 d{'J.:rt"t.s Hi minHit's ~:a~l. a c1lslanfc' o( I.IH.II [(.(.t lua point; IJU'l1n' allln~ S:H1u', Soulh Hlllll'J.:ft.{.s .().~ 1Illllllh's .1 ,'('1 III H SWORN T() AND SUBSCRIBED b~fllrl~ m~ this ----L-da' "I' AUGUST, 11)1)7 .~L f_. A__ _ ~~ltaI'Y~~ NOIIIllI/.l:.t,," ] lotS f SNYOfA. Notary Puali, C"iil!. Boro. Cumb.nand COlJuty PA My Cc.mmiuion E.pir., Marth 5, :!1)O1 THE PATRIOT NEWS THE SUNDAY PATRIOT NEWS proor or Publication Under Acl No 587, AnolOyed May 16 1929 Co.uon....1th at '.lUI.yJnnI., County at DAUphIn} II ~eihforroMf being duly sworn according to law. deposes and says: That ha ia the Assistant Controller of THE PATRIOT-NEWS CO" a corporetlon organized and existing under the laws of the Commonwealth ot Pennsylvania, wllh lis principal office and place ot business at 812 to 818 Market Street, in the City ot Harrisburg, County ot Dauphin, Slate of Pennsylvania, owner and publisher at THE PATRIOT. NEWS and THE SUNDAY PATRIOT-NEWS newspapers ot general circulation, printed and published at 812 to 8t8 Market Streat, in the City, County and State aforesaid; that THE PATRIOT-NEWS and THE SUNDAY PATRIOT-NEWS were established Msrch 4th, 1854, and September 18th, 1949, respectively, and all have been continuously published ever since; That the printed notice or publlcellon which Is securely attached hereto Is exaclly aa printed and published In their regular end/or Sunday and Metro editions/Issues which appeared on the 22nd end 29th days ot July and the 5th day(s) ot August 1997, That nallher he nor aeld Company is interested in the subject matter of said printed notice or advertising, and that all ot the allegations of thla statement as to the time, plsce and character of publication are true; and That he has personal knowledge of the tacts aforesaid and is virtue and pursuant to a resolution unenlmously passed and adopted severslly by the stockholders and board ot directors 01 the said Company and subsequently duly recorded in the oHice for the Recording of Deeds In and for ssld C".aunty 01 Dauphin in Miscellaneous Book 'M', Volume 14, Page 317, COPY OF PUBLICATION _______lllii1tIxaI'L_________ Son to and subscribed befo~ me this 18th day)lf AU~.1997. A.D. "'OI1",I"Oll \~' .// /;/ . T(frfYl. Rl,~!t'..I.,:;!'r>,P.lt,k. ; ~~~d-___ Harr,$~l"!i. C'J J~-.t',.,:.; .-;::--- -....-7N- ~ "'Yeo",,",,;,,,,,(,;, 'c. Ju.'",. 1:.''ll Notary Public ~'_.,I~I.,"';"'i1'"'."..n.,: .,,:.j;;;. commission expires June 6, 1998 QJMBEFLAND OOUNTY SHERIFFS OFFICE OOURTfOJSE CARLISLE, PA. 17013 Statement or "..vert's.n, Costs To THE PATRIOT-NEWS CO" Dr, For publishing the notice or publlcetlon attached hereto on the ebove stated dates, $325,50 Probetlng same $ 1.00 Total $326,50 SALE '30 Pub1isher's Receipt for Advertising Cost THE PATRIOT-NEWS CO" publisher of THE PATRIOT-NEWS and THE SUNDAY PATRIOT-NEWS, newspapers of general circulation, hereby acknowledge receipt at the aforesaid nollce and publication costs and certifies thet the same have baan duly paid, THE PATRIOT. NEWS CO, By",.."""",......",....""".........""",.."".""","','