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07-5541
V~ • ~• INTEGRITY BANK, v. IN THE COURT OF COMMON PLEAS Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA 3810 MARKET STREET, LLC, Defendant CASE NO. D"1-55'~ ~ ~ivi f 7erK[ CIVIL ACTION -LAW MORTGAGE FORECLOSURE NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment maybe entered against you by the Court without fiuther notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 or (800) 990-9108 r~. , INTEGRITY BANK, v. IN THE COURT OF COMMON PLEAS Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA 3810 MARKET STREET, LLC, Defendant CASE NO. CIVIL ACTION -LAW MORTGAGE FORECLOSURE AVISO USTED HA SIDO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan mas adelante en las siguientes paginas, debe tomar acciGn dentro de los prGximos veinte (20) dies despues de la notificacibn de esta Demanda y Aviso radicando personalmente o por medio de un abogado una comparecencia escrita y radicando en la Corte por escrito sus defenses de, y objecciones a, las demandas presentadas aqui en contra suya. Se le advierte de que si usted fella de tomar accion Como se describe anterionnente, el caso puede proceder sin usted y un fallo por cualquier soma de dinero reclamada en la demanda o cualquier otra reclamacibn o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes pare usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFICINA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR UN ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POSIBLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, PA 17013 (717) 249-3166 or (800) 990-9108 r '+ . CASE NO. D 7- 3vrzl / ~/ ~ CIVIL ACTION -LAW MORTGAGE FORECLOSURE COMPLAINT IN MORTGAGE FORECLOSURE Integrity Bank, by and through its undersigned counsel, hereby files this Complaint in Clayton W. Davidson, Esquire PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 (Phone) (717) 260-1678 (Direct Fax) cdavidson(a~mwn.com Attorneys for Integrity Bank INTEGRITY BANK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. 3810 MARKET STREET, LLC, Defendant Mortgage Foreclosure to Pa.R.C.P. No. 1141, et seq., and in support thereof avers the following: The Parties 1. Plaintiff, Integrity Bank, is a Pennsylvania banking institution with its principal place of business located at 3345 Mazket Street, Camp Hill, Pennsylvania, 17011. 2. Defendant, 3810 Market Street, LLC (the "Defendant"), is a Pennsylvania limited liability company doing business at 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, 17011. A Jurisdiction and Venue 3. This Court has jurisdiction over this matter this matter pursuant to 42 Pa.C.S.A. § 931(a). 4. This Court is the proper venue for this matter pursuant to 42 Pa.C.S.A. § 931(c) and Pa.R.C.P. No. 11142 because the real property in question is located in Cumberland County, Pennsylvania. Factual Background 5. On April 28, 2004, Integrity Bank loaned (the "Loan") the Defendant $270,000 to purchase the real property known an numbered as 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, 17011 (the "Real Property") and immediately thereafter executed and delivered to Integrity Bank a note (the "Note") evidencing the Loan. Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copy' of the Note. 6. On Apri128, 2004, the Defendant also granted Integrity Bank a security interest in the Real Property to secure payment of the Loan and immediately thereafter executed a mortgage (the "Mortgage") in favor of Integrity Bank. Attached hereto as Exhibit B and incorporated herein by reference is a true and correct copy of the Mortgage. 7. On April 12, 2006, Integrity Bank and the Defendant entered into a change in terms agreement (the "Change in Tenms Agreement") to modify certain obligations of the Defendant under the Note. Attached hereto as Exhibit C and incorporated herein by reference is a true and correct copy of the Change in Terms Agreement. The Note shall hereinafter be deemed to include the Change in Terms Agreement. ~ Integrity has truncated all information relating to any employment identification numbers or social security numbers for all attachments to this Complaint. 9. The Real Property is owned by the Defendant, commonly known as 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, 17011, tax parcel number 10-21-0275-102 and has the following legal description: ALL THAT CERTAIN lot or tract of land situate in Hamden Township, Cumberland County, Commonwealth of Pennsylvania more particularly bounded and described as follows, to wit: BEGINNING at a P.K. nail set on the northern legal right-of--way line of the Carlisle Pike (S.R. 1010) at the dividing line between property now or formerly of James Norton and Lot #1; thence continuing along the property line now or formerly of James Norton, North O1 degrees 33 minutes 00 seconds West 338.20 to a point in the Conodoguinet Creek; thence by said Creek North 78 degrees 38 minutes 56 seconds East 104.07 feet to a point in the Conodoguinet Creek; thence by line of Lot #lA, formerly part of this tract, South O1 degrees 33 minutes 00 seconds East 355.92 feet to a P.K. nail at the dividing line of Lot #1 and Lot #lA; thence along the northern legal right-of--way line of the Carlisle Pike (S.R. 1010) South 88 degrees 27 minutes 00 seconds West 102.55 feet to a P.K. nail, the place of BEGINNING. CONTAINING 35,589.79 square feet and having thereon erected an existing 2 story brick split level office building known as #3810 Market Street. BEING Lot #1 on the Final Subdivision Plan for Grace M. Catalano. Recorded on Apri123, 2004, in Plan Book 88, page 136. BEING SUBJECT TO a 38 foot wide Sanitary Sewer and Pedestrian Easement as shown on the above described subdivision plan. ALSO BEING SUBJECT TO other conditions and restrictions as set forth on the above described subdivision plan. Being the same premises which Grace M. Catalano, widow, by deed dated Apri128th, 2004, granted and conveyed unto 3$10 Market Street, LLC by deed dated Apri128, 2004 and recorded on May 7, 2004, at Deed Book 262, Page 4482 and re-retarded on June 1, 2004 at Deed Book 263, Page 1383 . 10. The Mortgage encumbers the Real Property and was filed in the Office of the Recorder of Deeds of Cumberland County on May 7, 2004 at Mortgage Book 1864, Page 3666. 11. The Defendant has defaulted under the Mortgage by failing to pay all sums due and owing under the Note since July 15, 2007 and as a result thereof, has caused the indebtedness due and owing thereunder to become accelerated. 12. The Mortgage is not subject to the provisions under Act No. 6 of 1974 or Homeowners' Emergency Mortgage Assistance Act of 1983 and Integrity Bank need not provide any notice to the Defendant prior to filing this mortgage foreclosure action. 13. The amount due under the Note and therefore the Mortgage, as of September 12, 2007, is itemized as follows: Principal: $245,908.48 Interest: $ 3,843.01 Late Fees $ 557.54 TOTAL: $250,309.03* *ALONG WITH INTEREST ACCURING AT THE PER DIEM RATE OF S121.27, APPLICABLE PRE-PAYMENT PENALTIES, COSTS AND REASONABLE ATTORNEY'S FEES FOR COSTS OF COLLECTION UNTIL PAID IN FULL. (the "Indebtedness"). 14. Judgment has not been entered on the Mortgage in any jurisdiction. 15. The Note and Mortgage have not been assigned and are still held by Integrity Bank. Count I -Mortgage Foreclosure 16. Integrity Bank incorporates herein by reference the allegations contained in paragraphs 1 through 15 above. 17. Pursuant to Pa.R.C.P. No. 1019(h), this count is based upon a breach of the written Mortgage. 18. Integrity demands judgment for the Indebtedness in mortgage foreclosure be entered against the Defendant so that Integrity may sell the Real Property in an attempt to satisfy the Indebtedness. WHEREFORE, Integrity Bank demands judgment in mortgage foreclosure against 3810 Market Street, LLC in the sum of $250,309.03 as of September 12, 2007 along with interest accruing at the per diem rate of $121.27, applicable pre-payment penalties, costs and reasonable attorney's fees for costs of collection until paid in full. McNEES WALLACE & NURICK LLC Date: September 19, 2007 By: . ~/ Clayt W. a ' on, Esquire PA Attorney I. . No. 79139 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 Direct Fax: (717)-260-1678 Phone: (717)-232-8000 cdavidson@mwn.com Attorneys for Integrity Bank x VERIFICATION I, Gary G. Klick, Vice President of Integrity Bank, verify that I am authorized to make this verification on behalf of Integrity Bank, and that the facts contained in the foregoing Complaint in Mortgage Foreclosure are true and correct to the best of my knowledge, information and belief and that the same are made subject to the penalties of 18 Pa. C.S.A. § 4904 relating to unsworn falsification to authorities. Gary G. Kli as Vice President of Integrity Bank a" ~ ~e;~ ~~, , PROMISSORY NOTE ;, Principal Amount: 8270,000.00 Date of Nate: April 28, 2004 PROMISE TO PAY. 3810 Market Street, LLC ("Borrower"1 promises to pay to brugrity Bank ("Lander"1, or order. in Mwful money of the Uniud States of Amerknt, the principal amount of Two Hundred Seventy Thousand &00/100 Doges (0270,000.001, together wikh krterest on tM unpaid prMclpal balance from AprN Z8, 2004, untN pale! M fuN. PAYMENT. Subject to any paynu-M changes rssultlng from changes in the Index, Borrower wNi pay thh- k~s[r in socordanae wkh the fogowMg payment sclreduls: 60 monthly conssurtive prk~cipsl and inurest payments in the kild~ amount of 01,987.88 each, beginning May 28, 2004, wkh kKerost oaleulated on the unpakl principal bahnces at en initial interest rab of 6.260%. per annum; and 180 montl~ly consecutive principsl and kttsrost payments M the Mhial amount of 01;831.b7 each, beginning May 28, 2009, with krurost cak:uhrud on the unpaid PrindpN bslatces at an krtarest rate based on the Nsw York PrkTre Rate of bmrest. Ths New York Prkne Rab of letterset shah mean the Mrtsrost rate per annum announced from time to tkrre in various busWess joranab, such as The WaN Street Journal, as the `Prkne Rste of inurrest". TM New York Prime Rau of brtsrost is an Index, end loans of the Bank may be esWrNslred at, show or bebw the index. TM New York Prime Rate of Interest fs not ne~sserNy the Bank's bwest rate of letterset. The krterest rats shah float at New York Prhne (currently 4.000%1, plus a margin of 1.000%, resulting ti an iniWl letterest rots of 6.000%. Borrower's final payment wNl be dw on Aprg 28, 2024 and wN be for ag prkrcipai and accrued Ntte-est not yet paid, togetMr with any other unpaid amounts under this Note. Unless otlterwise agreed or roquked by spplicable law, payments wgl be appged first to any accrwd unpakl Interest; then to principal; then u sny unpaid coNection costs; and then to any Isle charges. The annual letterost rate for this Note b compuud on a 366!360 basis; that is, by applyletg-the rstb of tM annual Merest tau over a year of 380 days... muWpgsd ¢y the outsunding principal balance. muklpNed by the actual number of days the prletrdpal bahnce Ls outstanding. Borrower. wNl pay Lender st Lender's address showtf above or at. such other plsee as Lender may designate let wrttittg. VARIABLE INTEREST RATE. For the first 60 payments, the interest rate on this Note will be B.250%. Thereafter, the interest rata on this Note is subject to change from time to time based on changes in en independent index which is the .New York Prime Rate of Interest. The New York Prime Rete of interest shall mean the interest rate per annum announced from time to time in various business joumais, such as The Wall Street Joumai, as the "Prime Rate of Interest". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or bebw the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rote shall float at New York Prime (the "Index"l. The Index is not necessarily the lowest rate charged by Lender on its bans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice.to~~orrower. Lender wilt tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than eacfi.day. Borrower understands that Lender may make bane based on other rates as well. The Index currently b 4.000% per annum. The ktterest rats'1aj;,[atss•to,be aP-PNed to thsvnpaid prindpa) balance of this Note wiN be the rote or rotes set Myth heroin m the "Payment" sectbn. Notwltlrstandinp .any other provkk>rt of lids Nou, alive the first payment stream, the Merest ran for each subsequent payment stream w81 be effective as of the last payment dau of the just-eneMng payment stroam. NOTICE: Under no circumstances will the interest rate on this Nota be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the fogowing: (A) increase. Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, IC- increase the number of Borrower's payments, and (D1 continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid .finance charges are earned fugy as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a resuR of dafauR-, except as otherwise required by law. Upon prepayment of thk Note, Lender is entitled to the Mgowing prepayment penalty: Borrower agrees that sN ben fees and otMr prepaid finance charges are earned fugy as of the date of the ban and wNf not bs subject to reftatd upon early payment Iwhetlter vohtrKary or as a resuk of defauk), except ss otherwise requked by law. Upon prepayment of this Note, Lender b entgled to the foNowing prepsyntent prendum: Prepayment of any amount of the prtndpal sum shah be subject to a penalty dwge of 5% during the fleet year of arnortizatbn and decgnletg 1 % per year theroaftsr to par.. Except for tM forsgoletg, Borrower may pay ag or a portbn of the amowtt owed earNsr than k b due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligetbn to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may resuR in Borrower's making fewer payments. Borrower agrees not to send Lander payments marked "paid in full", "without recourse", or similar language. if Borrower aencts such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other oonditiorts or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp Hill Office, 3346 Market Street, `Camp Hiil, PA 17011. LATE CHARaE. If a payment is 10 days or more .late, Borrower will be. charged 6.000% of tM regularly scheduled psyment or 010.00, whichever is greater. INTEREST AFTER DEFAULT. Upon defauk, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, imerast wilt continue to accrue on this Note after judgment at the interest rate applicable to this Note at the time judgment is entered. DEFAULT. Each of the following shall constitute an event of default ("Event of Defauh") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Dehults. Borrower fails to comply with or to perform any other term, obligation, covenant or conditon contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition conuined in any other agreemem between Lender and Borrower. Defwlt in: FaYOr of Third Parties. Borrower or any Grentor defauks under any ben, extension of credit, acetify agreement; purchase or sales agreemtlM, or eny other agreement, in favor of any other creditor or parson that may materially affect any ofi Borrower's property or Borrower's ability to repay this Note or perform Borrower`s obligetiontti under this Note or any of the related-documents. BorrOWSr: 3810 Market Street, . ~ ~d~ Bank 3810 Market Street v ~.,~ HNI Oiflce Camp HNI, PA 17011 346 Market Stroet Camp HNI, PA 17011 (7171920-4900 ~. PROMISSORY Nb7E Loan No: 1500036150 ECon~ifliued) Page 2 Fetse Statimants. Any warranty, representation or statement made or fumished to Lender by aorrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insohrsncy. The dissolution of Borrower (regardless of whether election to corrtinue is medal, any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of credtor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Gedkor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any govemmantal agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in Its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may; but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good faith believes itself insecure. Curs Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same. provision of this Note within the preceding twelve (12) months, it may be cured land no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within ten 110) days; or (2) if the cure requires more then ten 1101 days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the defauh and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and ell accrued unpaid interest immediately due, and then Borrower will pay that amount. _ ... ~_~ ATTORNEYS' FEES; EXPENSES. Lender may hire or day someone else to help collect this Note if Borrower does not pay. Borrower wiN pay Lender that amount. This includes, subject to any limits`under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including` attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costa, in addition to alt other sums provided by law. JURY WAIVER. Lender and Borrower her h any jury trial in any action, proceeding, or countsrcWm brought by either Lender or Borrower against the other. Unitlal Hers,.; • •.~ ,•, M GOVERNING LAW. TMs Note wNi be pow by, construed and enforced in accordance wlRh federal law and the laws of the Commonwealth of Pennsylvania. Thb Note has bean accepted by Lender in the Commonwealth of PsnnsyTvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonweahh of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of 510.00 if. Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in slt Borrower's accounts with Lender (whether checking,- savings, or some other accountl. This includes all accounts Borrower holds jointly with someone else and aN accounts Borrower may open in the future. However; this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be proMbited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff atl sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Note is secured by a valid title insured 1st mortgage lien on 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, Assignment of rents on the mortgaged premises, and a deposit account pledged to the Bank in the amount of no leas than 512,000, to be opened within 100 days from date of closing. CALL OPTION. The Bank shall have a tail option which may be exercised to be effective on oath fifth anniversary of the date of closing, subject to ninety 1901 days advance written notice to Borrower advising the Bank's election to call the obligation due. PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES- ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WHETHER IT BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS. SUCCESSOR INTERESTS. The terms of this Note shall be bi Wi~n' ~B~ er upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender a~~s~lsep~s " s ns. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing ti~em. Borrower end any other person who signs, guarantees or endorses this Note, to the extent alfovved by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, puarentor, accommodation maker or endorser, shall be released from Nability. Ali such parties agree that Lander may renew or extend (repeatedly and for any length of time! this ban or release. any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action dwmed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this ban without the consent of or notice to anxune other than the party with whom the modification is made. The obligations under ~' Note .are joint and several. If any portion of th'- Vote is for any reason determined to be unenforceable, it will not affect the enforceabi~ ,f any other provisions of this Note. • ^- Loan No: 1500036160 PROMISSORY NOTE ... (Continued) Page 3 CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND All ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 1~0l6) OF THE UNPAiD,PRINCIPAI BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEtiAI COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISK)NS. BORROWER AQREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEFPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: 3810 MARKET STREET ::::::::.:::::.~:::::.,.: .:>::z~~: ~'':>%::`:`:~' :. > •.,~;~:,~ • Seal By: .<. I •Pau1~J• . altos, • nt of 3 10• • .arkst Slieet,•~~ LL LENDER: INTEGRITY BANK X Autlarizsd er .... ... :,r :.:.. . x. s:;:' ~~~~~. •.~ • •: •'.~•<:•:•.,:•. Seed y.::•:~::. • . Paine S. Hallos, a Pro et of 1 et Strset, LLC uu~ r~o ~.wnr, w. s.sf.aaom ur~• Mrirr r~n,.aw wrwn.. as iM7. mD1. N wM.llnrrM. • r~ K:lpurtw~aro 111as n+-~~ .x V>' ~r" ~~ a~ ., 1Z~~7 tRECORI~ATiQN REQUESTED BY: ~k C .~ 3346 Market Street Camp MN, PA 17011 WHEN RECORDED MAIL TO: Mte~Ky Bank Camp HM Office 3346 Market Street Camp HMI, PA 17011 is~~~'R'f t~. Zs~GL~~ ~~.5~~4~F~t,.A~l~ COUNTY-~~` , ;.~ ~~~ 7 R~1 8 53 Tax Parce1.10-21-0275-102 MORTGAGE THIS IS A PURCHASE MONEY MORTGAGE THIS MORTGAaE dated April 2$, 2004, is made and executed between 3810 Market Street, LLC, whose address is 3810 Market 8traet, Camp HHI, PA 17017 (referred to below as "grantor") and Integrhy Bank, whose address is 334b Market Street, Camp Hsi, PA 17011 (referred to bebw as "Lender"). GRANT OF MORTGAQE. For valuable censideratkm, GrarKor greats, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the folbwtng described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; sli streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditements, and appurtenances thereunto belonging or anywise made appwtertiant hereafter, and the reversions end remainders with respect thereto; aN water, water rights, watercourses and ditch rights (including stock in utlHtiss with ditch or irrigation rightsf; and all other riphts~ royalties, and profits relati. to the real property, including without Nmitation all minerals, oil, gas, geothermal and similar mattsta, (the Real Property) located Cumberland County, Conunonweakh of Pennsylvania: See Exhibit "A", which is attached to this Mortgage and made a part of this Mortgage as if fogy set forth herein. The Real Property or its address is commonly known as ~ 3810 Market Street, Camp Hiq, PA 17011. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the property end all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code atftrurity interest in the Personal Property and Rents. TH18 MORTGAQE, INCLUDING THE.ASSIGNMENT OF RENTS AND THE SECURITY INTER~.IIrt'T1fE-RENTS Afa10 PERSONAL PROPERTY, iS GNEN TO SECURE (A) PAYMENT OF THE WOEBTEDNESS AND (B) P~IFOfiMANCE OF ANY AND ALL OBLIGATfON8 UNDMt THE: NOTE W THE ORK3N~AL PRMMCIPAL AMOUNT OF 1270,000.00, THE RELATED DOCUMENTS, ANO THiS MORTGAGE. THIS MORTGAGE IS GNEN AND ACCEIPi'ED ON THE FOLLOWING TEAMS: PURCHASE MONEY MORTGAGE. It any of the debt secured by this Mortgage is lent to Grantor to acquire title to the Real Property, this Mortgage shall be a purchase money mortgage under 42 P.S. Section 8141. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: Possossbn and Use. Until the occurrence of an Event of Default, Grantor may {1) remain in possession and control of the Property; (2) use, operate 'or manage the Property; end (3) collect the Rents from the Property. Duty to Makrtain. Grantor shall maintain the Property in tenantable condition and promptly perform ail repairs, replacements, and maintenance necessary to preserve its value. CompNance Wltfi Envkonn+or-tal Laws. Grantor represents and warrants to Lender that: 11- During tlw period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; 12) Grantor has no knowledge of, or reason to beNeve that them has been, except as previously disclosed to and ecknowbdged by Lender in writing, (a) any breach or violation of any. EnvironmenKal Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (cl any actual or threatened litigation or claims of any kind by any person relating to such matters; and (3) Except as previously disclosed to and acknowledged by Lender im writing, Ia1 neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacturo, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such actlvity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitatbn all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make -such inspections end tests, at Grantor's expense, as Lender may deem appropriate to determine compNance of the Property with this section of the Mortgage. Any inspections or testa made by Lender shall be for Lender's purposes only and shall not be construed to create any responaibilfty or liability on the part of Lender to Grantor or to any other person. The repressntationa and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemMty or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify and hold harmbss Lender against any and all claims, losses, liabilities, damages, penahies, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breech of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release eK1864PG36~6 MORTGAGE (Continued) Page 2 or threatened release occurring prior to Grantor's ownerohip or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any fntareat in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grarnor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or arty portion of the Property. Wkhout limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gasl, coal, clay, scoria, soil, gravel or rock products without Lender's prior written consern. Removal of Improwments. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condkton to the removal of any Improvements, Lender may require Grantor to make areangementa satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to ErKsr. Lender and Lender's agents and representatives may enter upon the Real Property at aU reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. with QovernnNnM Requlrsmsnts. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compNance during any proceeding, including .appropriate appeals, so bng as Grantor. has notified Lender in writing prior tc doing so and so long aa, in Lender's sole opinion, Lerxter'a interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfia~tory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shalt pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of lender under this. Mortgage, except for those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Corneal. Grantor may witi~old payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender.¢..irge~~it in the Property is not jeopardized. If a Nan arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after tiie lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the fNirig, secure the discharge of the lien, or if requested byfiC$nder, deposit wkh Lender cash or a sufficient corporate surety bond or other secwity satisfactory to Lender in art amount sufficient to discharge the lien plus any costa and attomeya' tees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shalt defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Paymsrn. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments end shall authorize the appropriate goyamrr-ental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grarnor shall notify Lender at least fifteen (151 days before any work is commenced, any serves are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials and the cost exceeds S f ,000.00. Grantor will. upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE IN8URANCE. The following provisions relating to insuring the Property are a part of this Mortgage: McMtenencs of Inaunnce. Grar+tor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all lmprovemerns on the Real Property in an amown2 sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantot shall maintain such 'other insurance, including but not limited to hazard, business interruption and boiler insurance as Lender may require. Policies shalt be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a atipulatbn that coverage will not be cancelled or diminished without a minimum of thirty (30) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy .aim shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or defauh of Grantor or any other person. Should ttis Rsal Property be located in an area designated by the Director of the Federal Emergency Management Agency ore a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is bcated in a special flood hazard area, for the full unpaid principal balance of the loan anal any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. AppNcatien of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacertient exceeds 51,000.00. Lender may make proof of bas if Grantor fails to do ao within fifteen (15) days of the casuahy. Whether or not Lerxter's security is impairod, Lender may, at Lender's, relectign, recpttve nd,.~etain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any den a#fectii-~ tiie~~rope[,ty, or the restoration and repair of the Property. if Lender elects to apply the proceeds to restoration and repair, Grantor shall repair Or replace the damaged or destroyed Improvement in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditu[e, pay or rsimb~se Grantor from Lhe proceeds for the reasonable cost of repair or restoration if Grantor is not in dafiautt unddr'thief'Mc1~t~ags. Any proceeds which have not been disbursed within 180 days after their receipt and which lender has not committed td the rapalr •or roatorotion of the Property shall be used first to pay ,, any amount owing to Lender under this Mortgage, then to pay accrped ultereat, grid the remainder, if any, shall be applied to the principal 1 ~'418fi4PG3667 MORTGAGE ~ } . ~ (Continued) Page 3 balence of the Indebtedness, If Lender holds any proceeds after payment M full of the Indebtedness, such proceeds shall be paid to Grantor as Grsrtar's interests may appear. , Qrantor s Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shell furnish to Lender a report on each existing policy of inauronee showing: (1) the name of the insurer, (2) ~ risks insured, (3) the amount of the pokey; (4) the dato~o ~ ured, the then current replacement value of such property, and the rnanner of determining that value; and (b) the expiration policy. Grantor shall, upon request of Lender; have an irMapendent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'8 EXPENIQITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with arty provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documera, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not Nmited to dlecharging or paying ail taxes, Dens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintakiing and preserving the Property. AU such expsnditwes incurred or paid by Lender for ouch purposes will than bear interest et the rate Charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses vigil! become a part of the Indebtedness and, at Lender's option, will (A) be payable on' demand; (BI be added to the balance of the Note and bs apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or ~2) the r6maining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure paymerK of these amounts, Such right shall be in addition to all other rights and remedies to which. Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage forecbsure judgment. WARRANTY; DEFENSE. OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Tide. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of ell liens and e~umbrences other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and (b) Grentor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the-action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice; and Grantor will deliver, or cause to be delivered, to Lender .such instruments as Lender may request from time to time to permit such participation. Comprianca With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Rsprsssrrtations and WarrarrWs. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature,~.and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full CONDEMNATION. The following provisions relating to condemnation proceedings are a part q'P~this Mortgage: Proceedings. if any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and GraMOr shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, aril Grantor will deliver or cause to be delivered to Lender such instruments end documentation as may be requested by Lender from time to time to permit such participation. Applicatbn of Net Proceeds. if all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. HMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Mortgage:. Current Taxes, Fsss and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing tips Mortgage, including witlrout limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this sectMn applies: 11) a specific tax upon this typo of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorised or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and 141 a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by GraMOf. Subssgwnt Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lander may exercise any or all of its available remedies for an Evert of Default sa provided below unless Grantor either i11 pays the tax before it becomes delinquent, or 12) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security,satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a pert of this Mortgage: Security Agreemsrt. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as emended from time to time. Security Irt<ersat. Upon request by Lander, Grantor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the SSE ! 864PG~668 .~ MORTOAQE (Continued) Page 4 real property records, Lender may, at any time .and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shalt reimburse Lender for ail expertsts incurred in perfecting or continuing this security interest. Upon default, Grantor shell not remove, sever or detach the Personal Property from the Property. Upon defauh, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the eMent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by thin Mortgage may be obtained (each as required by the Uniform Commercial Codel are as stated on the first page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations ere a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested tsy Lender, cause to be filed, recorded, raffled, or rerecorded, as the case may be, at such Umes and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certiflcatea, and other documents as may, in the sole opinion of Lender, be necessary or desirable fn order to effectuate, complete, perfect, continue, or preserve 111 Grantor's obligations under the Note, this Mortgage, and the Related Documents, and 121 the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authorizations. if Grantor fails to do any of the. things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lander shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Defauk under this Mortgage: Payment Dsfauk. Grantor fails to make anXpayment when due under the Indebtedness. Defauk on Other Psymsttts. Failure of Grantor .within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary. to prevent filing of onto effect discharge of any lien. Other Detaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Default in Favor of Third Parties. Should Grantor defauh under any loan, extension of credk, security agreement, purchase or sbles agreement, or any other agreement, in favor of any other creditor or person that may materiaNy affect any of Grantor's property or Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Mortgage or any related document. .__ False. Statements. Any warranty, representation. or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or et the time made or furnished or becomes false or misleading at any time thereafter. Defective CoNateragzatton. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Death ar ~solvsncy. The dissolution of Grantor's (regardless. of whether election to continue is made), any member withdraws from the limited liability company, or any other terminatan of Grantor's existence as a going business or the death of any member, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, anytype of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings, Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or shy other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes ,a gsrnishmeht 4f arty of Grantor's accounts, including deposit accounts, with`Lender. However, this Cwsnt of Default shall. riot apply if there is a good fefd~ dispute by Gra-ttor as to the validity or reasonableness of the Claim which is the basis of the creditor Qr forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lsndsr monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Beach of Otiter Agreement. Any breach by GraMOr under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. Events Affectlng 4uarantor. Any of. the preceding events occurs with respect to arty Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, .any Guaranty of the Indebtedness. in the event of a death, Lender, at its option, may, but shall .not be required to, permit the Guarantor's estate to assume unconditionally'the obNgationa arising. under the guaranty in a manner satisfactory to Lender, and, in dojng so, cure any Event of Default. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. B1E`. ~64PG3669 ~, :.:!~ ~ . • ~ MORTGAGE (Continued) Pere s R(~pht to Cure. If such a taNure is curable .and if Grantor has not been given a notice of a breach of the same provision of Chia Mortgage withM the precedingtwelve (12) months, it may be cured (and no Event of Default will have occurred) if Grantor, after.Lenrler sends written noiics demarrd~g cure of such failure: (el cures the failure within tan (10) days; or (b) if the curs requires more then ten (101 days, immedistely initiates steps sufficleM to cure the faNure and thereafter continues end completes ell reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIQHT8 AND REM®IES ON DEFAULT. Upon the occurrence of an Evert of Default and at any time thereafter, Lender, at Lender's option, may exercise'any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: AcceNrab Indebbdnesa. Lender -shall have the right at its option, after giving such notices as required by applicable law, to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. CoNect RerKs. Lender shall have the right, witlwut notice to Grantor, to take possession of the Property end, with or witlwut taking possession of the Property, to collect the Rents, including amounts past due and unpaid, and apply the not proceeds, over and above Lender's coats, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably authorizes Lender to endorse instruments received in paymeftt thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lander in response to Lender's demand shall satlefy the obligations for which the paymerKs are made, whether or not any proper grounds for the demand existed. Lender may exercise Its rights under this subparagraph either in person, by agent, or through a receiver.. AppdMf'RecNver'. `Lender shall have the right to Nave a receiver appointed to take possession of all or any part of the Property; with the power to prefect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond Ff permitted by law. Lender's right to the appointmaM of a receiver shall exist whether or not the apparent value of the Property exceeds the Inriebtednass by a substant+al amount. Employment by Lender shell not disqualify a person from serving as a receiver. Judicial trorsdosure. Lender may obtain a judicial decree foreclosing GraMOr's interest in all or any part of the Property. Possession of the Property. For the purpose..of procuring possession of the Property, Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania. or elsewhere, as attorney for Lender and ail persons claiming under or through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against ail persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ or proceeding whatsoever. Nonjudkial Sak. If permitted by applicable law, Lender may foreclose Grantor's interest in ell or in any, part of the Personal Property or the Real Property by non-judicial sale. Dsflclency Judgment. Lender may obtain a judgment for any deficiency remaining in tF~.jr-lWeCitedness due to Lendel'-efter application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon defauk of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Rsmedles. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives .any and ail right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separetely, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sacs. Lender shalt give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after-Which A:ny. private sale or other intended disposition of the Personal Property is to tie made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at teasf ten i10- "days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedles. Election by Lender to pursue any remedy shall rwt exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's rigtrt to declare a default and oxerctse its. remedies. Nothing under this Mortgage or otherwise shsN be construed so as to Emit or restrict the. rights and remedies available to Lender following an Event of Defauk, or in any way to Nmit or restrict the rights and abiUty of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fses; Expsness. If Lender institutes any suit or action. to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any coup, action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rote from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitstbn, however subject to any limits under applicable taw, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings pnCluding efforts to modify or vacate any automatic stay or injunction, appeals, and any anticipated post-judgment collection services, the coat of searching records, obtainirp title reports (including forecbsure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also wNl pay any .court coats, in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law, any notice required to be gNen under thin Mortgage shelf be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by lawy, when deposited with a BK~86~f'G3678 .~ . MORTGAGE (Continued) Page 6 nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage :prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien whkh has priority over this Mortgage shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any parry may change its address for notkes under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: AmandrneMa. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing end signed by the party or parties sought to be charged or bound by the akeration or amendment. Annual Reports, If the Property is used for purposes other than G.rantor's residence, Grantor shill furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less ail cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Qoverninp Law. Thls Mortgage wiN be governed by, construed and enforced in acco-dancs with fsdasl law and the laws of the Commonweakh of Pennsylvania. Tt7is Mortgage has been accepted by Lender ~ the Commonwsath of Pennsylvania. Choke of Venus. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shalt not prejudke or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's .obligatkns as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Ssverablllty. If a court of comp@tertt jurie~iction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any circumstance,"tFiat finding shall not inak'e~the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feaaibk, the offending provision shall be considered modifiellso that it becomes legal, valid and enforceable. If the offending provision cannot bs so modified, it shall be considered deleted from this Mortgage. UMess o#herwiae required by law, the iibgelity, invalidity, or unenforceebility of any provision of this Mortgage shall not affect the legality, va{idity or enforceability of any other provision of this Mortgage. Meyer. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successor Mterosts. The terms of this Mortgage shall be binding upon Grantor, and upon Grantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Thns Is of the Essence. Time is of the essence in the performance of this Mortgage. Walvs Jury. Afl pestles to thb Mortgage right any jury trial in any action, procseding, or counterclaim brought by any party against any other party. (Mitial Hero ,, DEFlNITIONS. The following capitalized words terms shall have the following meanings when used in this Mortgage. Unless apecifkapy stated to the contrary, a0 references to dollar amounts shall mean amounts in lawful money of the United States of America: Words and terms used in the singular shall include the plural, and the plural shalt include the singular; as the context may require. Words and terms not otherwise defined In this Mortgage shall have the meanings attributed to such terms in the Uniform Cornmercial Code:. , Borrower. The word "Borrower" means 3810 Market Street, LLC and includes all co-signers and co-makers signing the Note. Defiult. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Envkonn>•ntal Laws. The words "Environmental Laws" mean any and ell state, federal and local statutes, regulations. and ordinances relating to the protection of human health or the environment, including without limitation the comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S:C: Section 8601, et aeq: (°CERCLA"-, the Superfund Amerximents end Reauthorization ACt of 1986; Pub: L. No: 99-499 ("SARA"-, the Hazardous Materiels Transportation Act; 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, of seq., or-other applicable state or federal laws, rules, or regulations adopted pursuant thereto: EvsM of befsuk. The words "Event of DefauR" mean any of the events of default set forth in this Mortgage in the everrta of default section of this Mortgage. C3raMor. The word "Grantor" means 3810 Market Street, LLC. Ouarorrtor. The word "Guarantor" meant any guarantor, surety, or accommodation party of any or all of the Indebtedness. Quaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of ell or part of the Note. Hazardow Substances. The words "Hazardous Substances" mean materiels that, because of their. quantity, concermetion or physical, chemical or Infectious charocteriatics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardow ~ubatances" are used in their very broadest sense and include without limitstbn any and all hazardous or toxic substances, materiab or waste as`defined by or listed under the Environmental Lawn. Ths term "Hazardous Substances" also includes, without limitation, petroleum g~, s64PG3f~11 -., . ;; MORTGAGE ~ , ~ ~ =~ (Continued) Pagm 7 altd petroleum by-products or any fraction thereof and asbestos. Imprgwrrrenb. The word 'Improvements" means all existing and future improvemerrts, buildings, structures, mobile hordes affixed on the Real Property, facilities, additions, replacements end other construction on the Reel Property. IndebRedrress. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together whh all renewals of, extensions of, modificationb of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incureed by Lender to enforce Grantor's obligations under this Mortgage, together with Interest on such amounts as provided in this Mortgag®, Lender, The word "Lender" means Integrity Bank, its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated April 28, 2004, in the origins) prhlcipal amount of 8270,000.00 from Grantor to Lender, together with all renewals of, extensbns of, modifications of, refinancings of, cow of, and substitutions for the promissory note or agreement. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE i'NTEREST RATE, Personal Property. The words "Personal Property" mean all equipment, fixtures, end other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with ail accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with aN proceeds (including without limitation ell insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real~rgperty. The words "Real Property" mean .the real property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean sll promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royahies, profits, and other benefits derived from the Property. GRANTOR ACKNOVYLEOGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS E31VF.N UNDER SEAL AND IT IS WTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. jn`'~%f .~~1y t~~is rec Cumberland be orded a . COUn~'PA " r~ t ~ ,/!~ Recorder ofDeed~ g~41864PG367 ,. ~ MORTGAGE (Continued) Pegs 8 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT COMMONWEALTH OF PEWNSY,L,V~A,N,I~A J 1 C i ~ ~., ~'~J~.LU lh ~ 1 SS COUNTY OF '~-+ ~ I _ i On this, the ~ u ~ day of ~~'T~ """ , 20 d`~ , beforo me V~~ Q S . J ~ ~l7 ~ L.l~ the undersigned Notary Public, personally appeared Psul A. Hallos, Pr ~rnah Mattus, Vice Prosident of 3810 Mukst 8troet, LLC, who acknowledged themselves to be the members or designated agents of 3is1 O Market ~8treet, LLC, a Limited Liability Company, and that they as such members or designated agents, boing authorized to do so, executed the foregoing iratrument for the purposes therein contained by signing the name of the Limited Liability Company by themaehrea as members or designated agents. in witness whereof, 1 hereunto sat my hand and ofllcial seal. Notarial Seal Valerie S. Stadcnidc, Notary Public . Hampden 14up., Cumberland My Commission Facpires Nov 30~ Member PsnnsylvaNa Assogarion of Notary Public in and for the State of ,~__ +~ gK 1 ~,,,4PG3673 tl~. Exhibit "A" ALL THAT CERTAIN lot or tract of land situate in Hamden Township, Cumberland County, Commonwealth of Pennsylvania more particularly bounded and described as follows, to wit: BEGINNING at a P.K. nail set on the northern legal right-of-way line of the Carlisle Pike (S.R. 1010) at the dividing line between property now or formerly of James Norton and Lot #1; thence continuing along the property line now or formerly of James Norton, North O1 degrees 33 minutes 00 seconds West 338.20 to a point in the Conodoguinet Creek; thence by said Creek North 78 degrees 38 minutes 56 seconds East 104.07 feet to a point in the Conodoguinet Creek; thence by line of Lot #lA, formerly part of this tract, South O1 degrees 33 minutes 00 seconds East 355.92 feet to a P.K. nail at the dividing line of Lot #1 and Lot #_lA; thence along the northern legal right-of-way line of the Carlisle Pike (S.R. 1010) South 88 degrees 27 minutes 00 seconds West 102.55 feet to a P.K. nail, the place of BEGINNING. CONTAINING 35,589.79 square feet and having thereon erected an existing 2 story brick split level office building known as #3810 Market Street. BEING Lot #1 on the Final Subdivision P1an~fo~.,GraCe M. Cata1_ano. Recorded on April 23, 2004, in Plan Book 88, page~136. BEING SUBJECT TO a 38 foot wide Sanitary Sewer and Pedestrian'~asement as shown on the above described subdivision plan. ALSO BEING SUBJECT TO other conditions and restrictions as set forth on the above described subdivision plan. Being the same premises which Grace M. Catalano, widow, by deed dated April 28th, 2004 and which is intended to be recorded herewith in the Cumberland County Office of the Recorder of .Deeds, granted and conveyed unto 3810 Market Street, LLC, a Pennsylvania Limited Liability Company, Mortgagor herein. ~u 186~P~~~~ pM Vw .~ `~'\ ~l Y '`~J ~~ ~ ~ b: ,,tANGE 11'~ TERMS AGREEME .~ References in the shaded a Anv item aboveacontaininnlY' ~" "i"dh sob8e Doff fitted aloe to text len~ath I~imitatfons. any particular loan or item. finder: Integrity Bank Borrower: 3810 Market Street, LLC ~ Camp Htll Office 3810 Msrkst Street ~ ~rs•' 3345 Market Street Camp Hill, PA 17011 Camp Hill, PA 17011 (7171 920-4900 Date of Agreement: April 12, 2oun Principal Amount: 5270,000.00 DESCRIPTION OF CHANGE IN TERMS. T aid n full yments will now be due on the 15th of each month, beginning April 15, 2006 and the 1 't of each month thereafter until the loan is p rombes to pay to Integrity Bank ("Lender"1, or order, in lawful money of the United PROMISE TO PAY. 3810 Market Street, LLC ("Borrower"1 p States of America, tho principal amount of Two Hundred Seventy Thousand & 00/100 Dollars (8270,000.001, together with interest on e unpaid principal balance from April 28, 2004, until paid in full. PAYMENT. Subject to any payment changes rincikal ar d~Mtsnes~paymentsiin the Hilts amount ofYS1~,887 88 each~bsginnhrg May 28 ~2004g payment schedule: 60 monthly consecutive P P nt of S1,831.57 each, beginning May 28, 2009, wkh interest calculated on the unpaki principal with interest calculated on the unpakf priou ipal balances at an initial interest rate of 6.250% par sate of interest shall mean the ante estr ate per end interest payments in the initial am balances at an interest rate based on the Nsw York Prime Rata of Interest. Ths N.ew York Prime annum announced from time to time in varridous business journals, such as The Wail Street Journafksa the "Prime Rate of IrKerest". The ew loans of the Bank may bs eatabltshsd at, above or bolo Prime (currently 4 000%-,rplusria m gin of York Prime Rate of Interest is an index, a Interest is not necessarily the Bank's lowest rata of interest. The interest rate shell float at New o cable 1.000%, resulting in an inklal interest rate of 5. ths`xDunpb d amount under this AgNeemente Un eas othe olle lion cost b andrthen to angY let accrued interest not yet paid, together with any I in the ratio of the annual Interest rata law, payments will be applied first to any accrued unpaid interest; than to principal; then to any unpai charges. Interest on this Agreement k computed on s 366/360 simple Interest ba;is; thl is, Y aPP Y the outstanding principal balance, multiplied by the actual number of days the principal balance is over a year of 360 days, multiplied by outtanding. Borrower will pay Lender et Lender'a address shown above or at such other place as Lender may designat the merest rate on this VARIABLE INTEREST RATE. For the first 60 payments, the interest rate nounc'edN om time ftirr-eOinD Various bus Hess journals, such as The A reement is subject to change from time to he interest ate per annum anndependent index which is andNoang of the iBank may be est bit had g New York Prime Rate of interest shall mean t Wall Street Journal, as the "Prime Rate of Interest". The New York Prime Rate of Interest is an in ex, K1.. ed,by Lender on its loans. If the Index becomes at, above or below the index. The New The Pndez isanot necessarily the lowestarat tchat9nk'BoorowerraLendertwilel tell Borrowersthetcurr nt float at New York Prime (the "Index") unavailable during the term of this loan, Lender may designate a substitute index after notic ~o Index rate upon Borrower's request. T ei interest rate change will not occur more often than' eaocn day. Borrower understands that Len er may i. The Index currently is 4.000% pew annum. The intereNor~~standingtanyeotheri provis on of this make loans based on other rates as w principal balance of the Note will be the rate or rates set forth herein in the Payment" sec Agreement, after the first payment stream: tue~idnterest rate for each subsequent payment stream wilnesoeffective as of the leaf payment data o er no circumstances will the interest rate on the Note be more tofathehfol ow~ng:m (A) a inic~ease the just-ending payment stream. NOTICE. by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may o 0 Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B- increase Borrower's payments to cove bar of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase accruing interest, ICl increase the nu Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance chargesWee earned fully as of the date of the can an a merit (whether voluntary or as a result of default), er a pis thateafl'loan fees andyother prepaid will not be subject to refund upon early p Y Borro W prepayment of this Agreement, Lender is entitled to the following prepayment penalty: finance charges are eamed fully as ofuthe day of the loan and will not be subject to refund upon early payment (Whether voluntary or as a rs fired b law. Upon prepayment of this Note, Lender ifn end IeRdr~ year of amwortiz lion and decliningi % of default), except as otherwise req charge of 6% dur g a all or a portion of the amount owed Barger than k is due. Early Prepayment of any amount of the principal sum shall be subject to a penalty per year thereafter to par.. Except for the foregoing, Borrower may p Y payments will not, unless agreed to by Le ~Ser in writing, relieve Borrower of Borrower's obligation to continue to make payments un er t e will reduce the principal balance due and may result in lan rue a r,slf Borrowfer sendsysuch a payment schedule. Rather, early paymements marked "paid in full", "without recourse", or similar g g Borrower agrees not to send Lender pay payment, Lender may accept it wAi ovt losing any of Lender's rights under this Agreem sn~e and Borrower will remain obligate to pay r'ttten communications concerning disputed amounts, ~nndered with other Condit one or limit t one cress further amount owed to Lender. Hill, PA Hill Office, 3345 Market Street, Camp that indicates that the payment constitutes "payment in full" of the amount owed or t a full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment o a S 110 ble whichever is greater. INTEREST AFTER DEFAULT. U eon default, including failure to paY upon final maturity, Lender, at its option, may, if permitte un e p st rate on this Agreement to 18.000% per annum. teresttwiliscontnue to accrueconths Agreement aftee law, increase the variable into permitted by applicable law. if judgment is entered in connection with this Agreement, in judgment at the interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or t vpihf o' to perfohm any term obligationecovenant otl'cond tionaco twined gn any other or in any of the Related Documents or to comply agreement between Lender and Borrower. ~ ' , '~ CHANGE IN TERMS AGREEMENT Page 2 • ~ (Continued) Loan No: 1500036150 n Favar of Third Parties. l3orrower defaultsoi o ererson t n~ extension of credit, security agreement, purchase or sales agreement, hat may materially affect any of Borrower's property or Borrower's ability Defeuk i or any other agreement, in favor of any other cre it to perform Borrower's obligations under this Agreement or any of the Related Documents. n warranty, re presentation or statements admaterial respect~eitherenow oral thert me made orvfurnishedior becomes Felsi Statements. A Y, Agreement or the Related Drcc therea fter.alse or misleading in Y false or misleading at any the insolvency of Borrower, or Insolvency. The dissolution of Borerows existencrelassa go ng businesscorthe death ofeany membeany me a of cre'dtoraworkout, Desffi Borrower, or any other termination of Borrow ointment of a receiver for any p•~trt of Borrower's property, any assignment for the benefit of creditors, any Y the app roceedin.g under any bankruptcy or insolvency laws by or against Borrower. udicial proceeding, self-help, or the commencement of any p an overnmental agency against any collateral securing the Creditor or Forfeiture Proceedings. Co.rnmencement of foreclosure or forfeiture proceedings, whether Y I this Event repossession or any other method, by any creditor of Borrower or by Y 9 Indebtedness. This includes a garnishmoe nt of any of Borrower's accounts, includingldeposit accounts, with Lender. owever, sin o d faith dispute by Borrower as to the validity °creditor orl forfeiture proceeding and,deposits with of Default shall not apply if there is a g Lender, in its sole discretion, as b g the creditor or forfeiture P bondf o gthe crE ditor o`r forffefture proceedings nnan'amount determined by Lender monies or a surety of the Indebtedness or any an adequate reserve or bond for the disputet• receding Guaranty of the Indebtedness Guarantor. Any of the p events occurs with respect to any Guarantor of any Evattts Affecting r revokes or disputes the va{id'tY of, or liability under, any ermit the Guarantor's estate to Guarantor dies or becomes incompetent, v Event of evidenced by this Note. Ie the gvent of a death, Lender, at its option, may, but shall not be require o, obit ations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any assume unconditionally th ment or Default. dverse Change. A material adverse c Qadnge occurs in Borrower's financial condition, or Lender believes the prospect o PeY A performance of the Indebtedness is impel Insecurity. Lender in good faith believes itself insecure. io default, other than a deff~udinn Payment is curable and if Borrower has nos Caen ggen a notice of a breach o t e ns. If any ~ ' twelve (12) months, it may be cured if Borrowu ®ae euiresemore than ten (10) days, Cure Provis reement within the precE 9 same provision of this Ag s steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter contiriuenc'nal Lender demanding cure of such default: (11 cures the defaoduce compliancejasasoon as(?eaaonably practical. immediately initiate sufficient to p completes all reasonable and necessary steps..., a licable law, declare the entire unpai p P on default, Lender may, after: Siving such notices as required by Pp • LENDER'S RIGHTS. UP fi Borrower will balance on this Agreement and all accrued unpaid ln°ter a someone ellse to help collecBt this Agreement if Bor ower does not paY• nsas, limits under applicable law, Lender's attorneys' fees and Lender's legal expo ATTORNEYS' FEES; EXPENSES. Lander may hire P Y roceedings (including efforts to modify or vacate any pay Lender that amount. This includes, subject to a attorneys' ees, expenses for bankruptcy p whether or not there is a lawsuit, inoeadtsng If not o ' ited by applicable law, Borrower also will pay any court costs, in addition to all other automatic stay or injunctions, and app sums provided by law. to any jury trial in any action, proceeding, or counterclaim brought by either Lander JURY WAIV~• Lender and Borrower here : ,.• . • or Borrower against the other. (initial Her •,, .. • pcable to Lender and, to the extent not preempted by federalLender in GOVERNING LAW. This Agreement w be governed b federal aPP ommonwealth of Pennsylvania without regard to its conflicts of Isw provisions. This Agreement has been acC°rt$eof Cumberland laws of the C the Commonwealth of Pennsylvania. OICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdi Borrower's loan and the check or CH County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will paY a fee to Lender of 510.00 if Borrower makes a payment on preauthorized charge with which Borrower pays is later dishonored. he extent permitted by applicable law, Len nets Boa owe ettolds jointly wf ith soomeone else and all tacco'unt eBo® ower® eY R1aHT OF SETOFF. Tot This includes all accou trust accounts for which setoff would be prohibited by checking, savings, or some other accounts. open in the future. However, this does not include any IRA or Keogh accounts, or any horizes lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any law, Borrower gut Hill, and all such accounts. a valid title insured 1 at mortgage lien on ed to therBank in the amount of COLLATERAL. Borrower acknowledges this Agreement is secured by Cumberland County, Pennsylvania, Awithin 100 days from dal of closgng.premises, and a deposit accnal obligation or obligations, including all no less than S 12,000, to be opened this Agreement, the terms of the or g Lender to this Agreement does CONTINUING VALIDITY. Except as expressly changed by future change in terms. Nothing agreements evidenced or se t`ring the obligation(s), remain unchanged 'id in full force and effect. Consen arties all makers and ict erformance of the obligation(s) as changgdthe inteln9iotn of Lender to retain as liable p Any maker or not waive Lender's right to s P If ation(ss. is expressly released by Lender in writing. in this Agreement will constitute a satisfaction of the..,ct1;t'.g ed by virtue of this Agreement. If any person who signed the original obligation endorsers of the original obligation(sl, including accom oda~tio~ parties'. ck awl dge that this Agreement is given conditionally, based on the endorser, including accommodation mathen a I ipersona sign ~• nd provisions of this Agreement or otherwise will not be released does not sign this Agreement below, a consents to the representation to Lender that the non-signing p rtY arsons( representatives, it. This waiver applies not only to any initial extension, modibe binding upon egorrowe o and (upon gorbower's he ~s, P by em. SUCCESSOR INTERESTS. The terms of this Agreement she Lender and its successors and assigns. successors, and assigns, and shall be enforceable by PROVISIONS. lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing her er uarantees or endorses this Agreement, to the extent allowed by law, waive presentment, deman MISCELLANEOUS son who signs, g ': otherwise expressly stated in writAill sluch Borrower and any of P ~i change in the terms of this Agreement, and uf• shall be released from liability. for payment, and notice Bemieni nor. UPon d party who signs this Ag whether o• faker, guarantor, accommodation maker or en .w CHANGE IN TERMS AGREEMEN',. loan No: 1 500036 1 50 (Continued) Peea mpaeS fail to realize upon oe perfa t Lenders security nt est nothe collageral,fend to el any othereaction deemed nece y party or guarantor or collateral; or ssary by Lender without the consent of or notice to anyone. Ail such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If an Agreement is for any reason determined to be unenforceable, it will not affect the enforceabil by of any other provisions of this Agreemlent of this CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING 70 ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT iN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED (N THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AQREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: .;:::.:. :.~::.:..:: •:::::.:.~: . .:::.:::s ::::. .: :> .:: seat) P alto , ice silent of 3810 Market et, LLC LENDER: INTEGRITY BANK ..._.~ ••••• .~..:a.... s.s.oo.aa eey., Maana m.nar seaasn., be.:y7, >aa. N Myna ~.w.na. . ~~ K:u[Nara~ernA~omc.rc rnan ~? ~„ ~-. _' 0`t1 -~,, r~ to ~ 3 -~ ,~ ~.. Q _r ~ r G? '~''r`3 :.:} .t- b c '~' - SHERIFF'S RETURN - REGULAR CASE NO: 2007-05541 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND INTEGRITY BANK VS 3810 MARKET STREET LLC TIMOTHY REITZ Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT - MORT FORE was served upon 3810 MARKET STREET LLC the DEFENDANT at 1444:00 HOURS, on the 28th day of September, 2007 at 3810 MARKET STREET CAMP HILL, PA 17011 by handing to KIM WAGNER, ACCOUNT REP, ADULT IN CHARGE a true and attested copy of COMPLAINT - MORT FORE together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge ~o/o~ ~o ~ ~,,, Sworn and Subscibed to before me this of So Answers: 18.0 0 ~ ~ ;.-`; _,.~ .00 10.00 R. Thomas Kline .00 42.40 10/01/2007 MCNEES WALLACE NURI CK BY = ~'. ~/ ~// 1 / /~ day V Dep3uty Sh ri A.D. / ~ INTEGRITY BANK, Plaintiff V. 3810 MARKET STREET, LLC, Defendant :IN THE COURT OF COMMON PLEAS :CUMBERLAND COUNTY, PENNSYLVANIA :CASE NO. 07-5541 CIVIL TERM PRELIMINARAY OBJECTION TO COMPAINT MOTION FOR A MORE SPECIFIC PLEADING Comes the Defendant and makes the following motion in support of which he states: 1. Plaintiff has filed a Complaint seeking foreclosure of a mortgage 2.In his Complaint, Plaintiff alleges a breach of a written mortgage which covers residential property 3. In paragraph 12 of the Complaint, Plaintiff alleges that this mortgage is not subject to the Homeowners' Emergency Mortgage Assistance Act 4. Nowhere in the Complaint does Plaintiff state why the Homeowners' Emergency Assistance Act would not apply to the residential portion of this mortgage. Wherefore, Defendant requests that Plaintiff be ordered to file a more specific Complaint stating why he alleges the Homeowners' Emergency Assistance Act does not apply here A. Mattus 514 Partridge Court Mechanicsburg, Pa 17050 71.7-982-2104 A I I state® You're in good hands. Tom DeMoranville, CLU, ChFC, CFP® Personal Financial Representative LSA Securities 3810 Market St Camp Hill , PA 17011 Phone: 717.731.5456 Fax: 717.731.0699 Ceil: 717.460.0353 Securities offered through Allstate Financial Services, LLC [LSA Securities in LA and PA). Registered Broker-Dealer. Member NASD, SIPC. Certificate of Service I hereby aver that this ~ Z day of October, 2007, I mailed the attached preliminary objection by First Class Prepaid Mail to: Clayton Davidson, Esq. 100 Pine St. Box 1166 Harrisburg, Pa 17108-1166 ul A. Mattus ~. A I I state You re in good hands. Tom DeMoranville, CLU, ChFC, CFP® Personal Financial Representative LSA Securities 3810 Market Street Camp Hill, PA 17011 Office: 717.731.5456 Fax: 717.731.0699 Securities offered through Allstate Financial Services, LLC (LSA Securities in LA and PA). Registered Broker-Dealer. Member NASD, SIPC. nn~c., nff~~P~ ~q~n Snuth 84th Street. Lincoln. NE 68506 877.525.5727 INTEGRITY BANK, :IN THE COURT OF COMMON PLEAS Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA V. :CASE NO. 07-5541 CIVIL TERM 3810 MARKET STREET, LLC, Defendant ORDER And now, this ~'L day of p ~-t"" © it is hereby ORDERED that Plaintiff file a more specific complaint explaining why the Homeowners' Emergency Assistance Act does not apply By the Court ~Ilistate® You're in good hands. Tom DeMoranville, CLU, ChFC, CFP® Personal Financial Representative LSA Securities 3810 Market Street Camp Hill, PA 17011 Office: 717.731.5456 Fax: 717.731.0699 ~. Z1 ~ ° V v ~'rT 7 /~y° '"r ' .. ~ ~,,,,~ J'=7 ~.r ~?' i 1'7'} . ~-~ ~ CJt ~ rj ,f 7 i. ) . ~' ~ ~.~ r~ '''; Sar 'T' _+"; C-~ pp ~ t'r~ -~ • ~ W y ~J ~ ~G Securities offered through Allstate Financial Services, LLC (LSA Securities in LA and PA). Registered Broker-Dealer. Member NASD, SIPC. nA~t., flffino~ 9o9n Snnth A4th CtreeT I inrnln NF RRRnR A77F9~. G~o~ .- Clayton W. Davidson, Esquire PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 (Phone) (717) 260-1678 (Direct Fax) cdavidson(~mwn.com Attorneys for Integrity Bank INTEGRITY BANK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. 3810 MARKET STREET, LLC, Defendant CASE NO. 07-5541 CIVIL ACTION -LAW MORTGAGE FORECLOSURE FIRST AMENDED COMPLAINT IN MORTGAGE FORECLOSURE Integrity Bank, by and through its undersigned counsel, hereby files this Complaint in Mortgage Foreclosure to Pa.R.C.P. No. 1141, et seq., and in support thereof avers the following: The Parties 1. Plaintiff, Integrity Bank, is a Pennsylvania banking institution with its principal place of business located at 3345 Market Street, Camp Hill, Pennsylvania, 17011. 2. Defendant, 3810 Market Street, LLC (the "Defendant"), is a Pennsylvania limited liability company doing business at 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, 17011. Jurisdiction and Venue 3. This Court has jurisdiction over this matter this matter pursuant to 42 Pa.C.S.A. § 931(a). 4. This Court is the proper venue for this matter pursuant to 42 Pa.C.S.A. § 931(c) and Pa.R.C.P. No. 11142 because the real property in question is located in Cumberland County, Pennsylvania. Factual Background 5. On Apri128, 2004, Integrity Bank loaned (the "Loan") the Defendant $270,000 to purchase the real property known an numbered as 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, 17011 (the "Real Property") and immediately thereafter executed and delivered to Integrity Bank a note (the "Note") evidencing the Loan. Attached hereto as Exhibit A and incorporated herein by reference is a true and correct copyl of the Note. 6. On April 28, 2004, the Defendant also granted Integrity Bank a security interest in the Real Property to secure payment of the Loan and immediately thereafter executed a mortgage (the "Mortgage") in favor of Integrity Bank. Attached hereto as Exhibit B and incorporated herein by reference is a true and correct copy of the Mortgage. 7. On April 12, 2006, Integrity Bank and the Defendant entered into a change in terms agreement (the "Change in Terms Agreement") to modify certain obligations of the Defendant under the Note. Attached hereto as Exhibit C and incorporated herein by reference is a true and correct copy of the Change in Terms Agreement. 8. The Note shall hereinafter be deemed to include the Change in Terms Agreement. ~ Integrity has truncated all informarion relating to any employment identification numbers or social security numbers for all attachments to this Complaint. 9. The Real Property is owned by the Defendant, commonly known as 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, 17011, tax parcel number 10-21-0275-102 and has the following legal description: ALL THAT CERTAIN lot or tract of land situate in Hamden Township, Cumberland County, Commonwealth of Pennsylvania more particularly bounded and described as follows, to wit: BEGINNING at a P.K. nail set on the northern legal right-of--way line of the Carlisle Pike (S.R. 1010) at the dividing line between property now or formerly of James Norton and Lot #1; thence continuing along the property line now or formerly of James Norton, North O1 degrees 33 minutes 00 seconds West 338.20 to a point in the Conodoguinet Creek; thence by said Creek North 78 degrees 38 minutes 56 seconds East 104.07 feet to a point in the Conodoguinet Creek; thence by line of Lot #lA, formerly part of this tract, South O1 degrees 33 minutes 00 seconds East 355.92 feet to a P.K. nail at the dividing line of Lot #1 and Lot #lA; thence along the northern legal right-of--way line of the Carlisle Pike (S.R. 1010) South 88 degrees 27 minutes 00 seconds West 102.55 feet to a P.K. nail, the place of BEGINNING. CONTAINING 35,589.79 square feet and having thereon erected an existing 2 story brick split level office building known as #3810 Market Street. BEING Lot #1 on the Final Subdivision Plan for Grace M. Catalano. Recorded on Apri123, 2004, in Plan Book 88, page 136. BEING SUBJECT TO a 38 foot wide Sanitary Sewer and Pedestrian Easement as shown on the above described subdivision plan. ALSO BEING SUBJECT TO other conditions and restrictions as set forth on the above described subdivision plan. Being the same premises which Grace M. Catalano, widow, by deed dated April 28th, 2004, granted and conveyed unto 3810 Market Street, LLC by deed dated Apri128, 2004 and recorded on May 7, 2004, at Deed Book 262, Page 4482 and re-recorded on June 1, 2004 at Deed Book 263, Page 1383 . 10. The Mortgage encumbers the Real Property and was filed in the Office of the Recorder of Deeds of Cumberland County on May 7, 2004 at Mortgage Book 1864, Page 3666. 11. The Defendant has defaulted under the Mortgage by failing to pay all sums due and owing under the Note since July 15, 2007 and as a result thereof, has caused the indebtedness due and owing thereunder to become accelerated. 12. The Mortgage is not subject to the provisions under Act No. 6 of 1974 because the Mortgage exceeds $50,000 and was for a business purpose. 41 P.S. § 101. 13. The Mortgage is not subject to the provisions of Pennsylvania's Homeowners' Emergency Mortgage Assistance Act of 1983 because the Real Property is not the principal residence of the mortgagor, i.e., the Defendant. 35 P.S. § 1680.401c(a}(1). 14. The amount due under the Note and therefore the Mortgage, as of September 12, 2007, is itemized as follows: Principal: $245,908.48 Interest: $ 3,843.01 Late Fees $ 557.54 TOTAL: $250,309.03* *ALONG WITH INTEREST ACCURING AT THE PER DIEM RATE OF $121.27, APPLICABLE PRE-PAYMENT PENALTIES, COSTS AND REASONABLE ATTORNEY'S FEES FOR COSTS OF COLLECTION UNTIL PAID IN FULL. (the "Indebtedness"). 15. Judgment has not been entered on the Mortgage in any jurisdiction. 16. The Note and Mortgage have not been assigned and are still held by Integrity Bank. Count I -Mortgage Foreclosure 17. Integrity Bank incorporates herein by reference the allegations contained in paragraphs 1 through 16 above. 18. Pursuant to Pa.R.C.P. No. 1019(h), this count is based upon a breach of the written Mortgage. 19. Integrity demands judgment for the Indebtedness in mortgage foreclosure be entered against the Defendant so that Integrity may sell the Real Property in an attempt to satisfy the Indebtedness. WHEREFORE, Integrity Bank demands judgment in mortgage foreclosure against 3810 Market Street, LLC in the sum of $250,309.03 as of September 12, 2007 along with interest accruing at the per diem rate of $121.27, applicable pre-payment penalties, costs and reasonable attorney's fees for costs of collection until paid in full. McNEES WALLACE & NURICK LLC Date: October 17, 2007 By: , ~~ Cl n , 'dson, Esquire PA Attorn I.D. No. 79139 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-116b Direct Fax: (717)-260-1678 Phone: (717)-232-8000 cdavidson@mwn.com Attorneys for Integrity Bank VERIFICATION I, Gary G. K1ick, Vice President of Integrity Bank, verify that I am authorized to make this verification oa behalf of Integrity Bank, and that the facts contained in the foregoing First Amended Complaint in Mortgage Foreclosure are trae and correct to the best of my knowledge, information and bclief and that the same are made subject to the penalties of 18 Pa. C.5.A. § 4904 relating to unswora falsification to authoritics. Gary G. ICIi as Vice President of Integrity Bank CERTIFICATE OF SERVICE I, Clayton W. Davidson, hereby certify that a true and correct copy of the foregoing First Amended Complaint in Mortgage Foreclosure was served on October 17, 2007 upon the following by first class, U.S. mail: Paul A. Mattus 514 Partridge Court Mechanicsburg, PA 17050 3810 Market Street, LLC (Attn: Paul A. Mattus) 3810 Market Street Camp Hill, PA 17011 / .~.G--~ Cla n W avidson PROMISSORY NOTE Principal Amount: 5270,000.00 Date of Note: April 28, 2004 PROMISE TO PAY. 3810 Market Street, LLC ("Borrower") promises to pay to Integrity Bank ("Lender"), or order, in lawful money of the United States of America, the principal amount of Two Hundred Seventy Thousand & 00/100 Dogars (8270,000.00), together with interest on the unpaid principal balance ftom April 28, 2004, until paid in full. PAYMENT. Subject to any payment, changes resuking ftom changes in the Index, Borrower will pay this ban in accordance with the folbwing payment schedule: 60 monthly consecutive principal and' interest payments In the initial amount of 87,987.88 each, beginning May 28, 2004, with interest calculated on the unpaid principal balances at an initial interest rate of 6.260%. per annum; and 180 monthly consecutive principal and Interest payments in the initial amourrt of 81;831.57 each, beginning May 28, 2009, with interest calculated on the unpaid principal balances at an interest rate based on the New York Prime Rate of Interest. The New York Prima Rate of Interest shall mean the Mterest rats per annum announced from time to time in various business joumals, such as The Watl Street Journal, as the "Prime Rate of interest". The New York Prime Rate of Interest is an Index, and loans of the Bank may be estabgshed at, above or below the index. The New York Prima Rate of Interest is .not necessarily the Bank's bwest rate of interest. The k~terest rate shall float at New York Prime (currently 4.000%1, plus a margin of 1.000%, resulting in an initial interest rate of 6.000%. Borrower's final payment will be due on Apr(I 28, 2024 end wiq be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Noto. Unless otherwise agreed or required by applicable law, payments wlll'be appled first to any accrued unpaid Interest; then to principal; then to any unpaid collection costs; and then to any late charges. The annual Interest rate for this Note la computed on a 385/360 basis; that is, by applying the ratio of the annual interest rats over a year of 360 days,. muttipged by the outstanding principal balance, multipped by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address showrc above or at. such other place as Lender may designate in writing. VARIABLE INTEREST RATE.. For the first 60 payments, the interest rate on this Note will be 6.250%. Thereafter, the interest rate on this Note is subject to change from time to time based on changes in an independent index which is the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such es The Wall Street Joumal, as the "Prima Rata of Interest". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (the "Index"). The Index is not necessarily the lowest rate charged by Lander on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice,tn_$orrower. Lender•will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than eacii.day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.000% per annum. Tjre inrterest rate~t rates•tobe applied to thevnpaid principal balance of thb Note wilt be the rate or rates sot forth herein in the "Payment" section. Notwithstanding any other provision of this Note, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment. /whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the following prepayment penalty: Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and wiq not be subject to refund upon early payment (whether voluntary or as a result of defauk), except as otherwise required by law. Upon prepayment of this Noto, Lender is enttled to the following prepayment premium: Prepayment of any amount of the principal sum shall be subject to a penalty charge of 5% during the first year of amortization and decgning 1 % per year thereafter to par.. Except for the foregoing, Borrower may pay all or a portbn of the amount owed earlier than h is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may resuh in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "pa(d in full^, "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limhations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp Hill Office, 3346 Market Street, Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more .late, Borrower will be. charged 5.000% of the regularly scheduled payment or 810.00, whichever Ia greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the interest rate applicable to this Note et the time judgment is entered. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Dsfauks. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any.other agreement between Lender and Borrower. Defeuh U`: Fayoc of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement; purchase or sales agreement,: or any other agreement, in favor of any. other creditor or parson that may materially affect. any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. Borrower: 3810 Market Street, . d I grky Bank 3810 Market Street mp HN Office Camp Hill, PA 17011 ~ '33e45 Market Street Camp Hql, PA 17011 (717) 920-4900 PROMISSORY NOTE Loan No; 1500036150 (Continued) Page 2 Fabe Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Fortelture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of DefauR shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the avant of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. Insecurity. Lender in good fakh believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same. provision of this Note within the preceding twelve (12) months, it may be cured land no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lander deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or gay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits urider applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including' attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunctionl, and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby.. Inc.., .:~~tici~ht any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. (Initial Here e.. ;;: _,,,,t,,, .;;,,,.~La /I/1, GOVERNING LAW. This Note will be gove ^ed by, construed And enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Note has been accepted by Lender In the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonweakh of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of S 10.00 if. Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account. This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However; this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and ail such accounts. COLLATERAL. Borrower acknowledges this Note is secured by a valid title insured 1st mortgage lien on 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, Assignment of rents on the mortgaged premises, and a deposit account pledged to the Bank in the amount of no less titan 512,000, to be opened within 100 days from data of closing. CALL OPTION. The Bank shall have a call option which may be exercised to be effective on each fifth anniversary of the date of closing, subject to ninety (90) days advance written notice to Borrower advising the Bank's election to call the obligation due. PATRIOT ACT. TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES- ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WHETHER IT BE A DEPOSIT ACCOUNT OR A LOAN, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS. SUCCESSOR INTERESTS. The terms of this Note shall be bi m n Borrrt~er, d upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender a ~ ~'edr+s~Ffl s ns. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extant allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release. any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest In the collateral; and take any other actioh deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anx~)ne other than the party with whom the modification is made. The obligations under ~ Note are joint and several. If any portion of th'- Vote is for any reason determined to be unenforceable, it will not affect the enforceabil .f any other provisions of this Note. I PROMISSORY NOTE , . Loan No: 1500036150 (Continued) p~9e 3 CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE,, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING .TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT'~096) OF THE UNPAID,PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: 3810 MARKET STREET ::.::...:.:....:. :: :w;; :.~: :•. ~: ........:.:.......... .:::'• ..: ...i •::::::::. ~:::: ::y .. ... .... .... ..... ...........: .... n. . v....... Paul Mattus, President of 3810 Market Street, Pamela S. Mattus, Vice Pres ent of 381 Market LL Strest, LLC LENDER: INTEGRITY BANK X Authorized Signer USER PRO lr:d'np. Vw. 6.11.10.002 Cepr. Mrlyd Anr.a1J BaWOw~, 4.e. IM7, 200d. All NBAd Rwlrwd. - PA K:1Cf11LPL1020.Po 111Je6 PR•/B ~ Z~~'7 ~d~ t9EG~ORf~ATIpN REQUESTED BY: Inglprlty ~ank Crfttp Hiq Office 33,40 Market Strset Camp HIN, PA 17011 WHEN RECORDED MAIL TO: IMagrity Bank Camp HIM Offks 3346 Market Strest Camp Hill, PA 17011 ~c~~~;'RT I~. ZI~GLE.~ !1*~~9R~~~ OF p~Ea~ ., lr'~ ~~>~ ~7 ~ li« F14~ J{. M V V ~~ I'T 1 " ~ t ~'~ fllfl~ 7 Rffl 8 53 Tax Parcel. 10-21-0275-102 SPACE ABOVE THIS LINE JS EQR RECORDER'S USE ONLY MORTGAGE THIS IS A PURCHASE MONEY MORTGAGE THIS MORTGAGE dated April 28, .2004, is made and executed between 3810 Market Street, LLC, whose address is 3810 Market Street, Camp Hill, PA 17011 (referred to below as "Grantor") and Integrity Bank, whose address is 3346 Market Street, Camp Hill, 'PA 17011 (referred to below as "Lender"1. GRANT OF MORTGAGE. For valuable consideration, Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, privileges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and all other ri hts, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (t~,e "Real Property") located in Chmberland County, Commonwealth of Pennsylvania: See Exhibit "A", which is attached to this Mortgage and made a part of this Mortgage as ff fully set forth hefeirt. The Real Property or its address is commonly known as 3810 Market Street, Camp Hill, PA 17011. Grantor presently assigns to Lender ail of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. in addition, Grantor grants to Lender a Uniform Commercial Code s>;tsurity interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE.ASSIGNMENT OF RENTS AND THE SECURITY INTERE~.~F THE-RENTS A1dD PERSONAL PROPERTY, IS GIV9d TO SECURE (A) PAYMENT OF THE MIDEBTEDNESS AND (B) PERFORMANCE OF A1NY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL.: PRINCIPAL AMOUNT OF $270,000.00, THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PURCHASE MONEY MORTGAGE. If any of the debt secured by this Mortgage is lent to Grantor to acquire title to the Real .Property, this Mortgage shall be a purchase money mortgage under 42 P.S. Section 8141. PAYMENT AND PERFORMANCE. Except as otherwise provided iri this Mortgage, Grantor shall pay to Lender all amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: Possassbn and Usa. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (21 use, operate 'or manage the Property; and 13) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. CompNance With Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; 12) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (el any breach or violation of any. Environmental Laws, (bl any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or fitom the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; end (3) Except as previously disclosed to and acknowledged by Lender in writing, la) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liabilhy on the part of Lender to Grantor or to any other person. The representations and warranties "contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby 11) releases and waives any future claims against Lander for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and 121 agrees to lndemn(fy and hold harmless Lender against any and all claims, losses, liabilities, damages, penakies, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release BK186~PG3666 MORTGAGE (Continued) Page 2 or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Wssta. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas1, coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender end Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's irrterests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance wlfh Govemmsntal Requirements. Grantor shall promptly comply with ail laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including .appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably setiafe~tory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, payroll taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this. Mortgage, except for those liens specifically agreed to in writing by Lender, and except for the lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay,. so long as Lender:a. ir;tvy~~t in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a lien is filed, within fifteen 1151 days after Grantor has notice of the filing, secure the discharge of the lien, or if requested 6y~Cander, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in am amount sufficient to discharge the lien plus any costs and attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse Judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. _ Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services; or materials and the cost exceeds 51,000.00. Grantor will. upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE: The following provisions relating to insuring the Property are a part of this Mortgage: Mairitenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount. sufficient to avoid application of any coinsurance clause,. and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may requesit with Lender being named as additional Insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limbed to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of thirty 1301 days' prior written notice to.Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy .also. shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or defauh of Grantor or any 'other' person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insuranae for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacerr-ent exceeds 51,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (16) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender'$;telectign, r®geyyve. ndsetain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of shy lien affectih~ the~~rope~y, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under'this'Mottgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the [e(7elr~or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrped interest, and the remainder, if any, shall be applied to the principal ~''{18~4P~366~ MORTGAGE ~' ~~ (Continued) Page 3 billance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear. Qrantor's Report on Insprance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: 11) the name of the insurer; 121 the risks insured; (3) the amount of the policy; 14-. the property insured, the then current replacement value of such property, and the manner of determining that value; and . (61 . the expiration date of the policy. Grantor shall, upon request of Lender; have an independent appre'iser satisfactory to lender. determine the cash value replacement cost of the Property. LENDER'S-EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on tFis Property and paying all costs for insuring, maintaining and preserving the Property. All such expend'Rures 'incu'rred or paid by lender for such. purposes will than tie. ar interest at the rate charged under the Note from the date incurred or paid by Lender to the date 'of repayment by Grairtor. Ali such expenses will become a part o'F the Indebtedness and, at Lender's option, will IA1 be payable on' demand; (B) be added to the balance of the Note and be appottioned among end be payable with any installment payments to become due during either 111 the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C1 be treated as a balloon payment which will be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for all such expenses shall survive the entry of any mortgage foreclosure judgment. WARRANTY; DEFENSE. OF TITLE. The following provisions relating to ownership of the Property area .part of this Mortgage: Title. Grantor warrants. that: ial Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lander in connection with this Mortgage, and Ib1 Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shall defend the-.action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in nature,..and shall remain in fufl force and effect until such time as Grantor's Indebtedness shall be paid in full CONDEMNATION. The following provisions relating to condemnation proceedings are a part^cjf~this lvlortgage: Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Net Proceods. if all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall meaft the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and char.Pa area .part of this Mortgage:. Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse lender for ell taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including wkhout limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (31 a tax on this type of Mortgage chargeable against the Lender or the holder of the Note; and 14- a specific tax on all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Defauk as provided below unless Grantor either 111 pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes end Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security,satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender's security interest in the Rents and Persortal Property. In addition to recording this Mortgage in the S}~18f4PG36~8 MORTGAGE (Continued) Page 4 real property records, Lender may, at any time .and without further authorization from Grantor, file executed counterparts, copies or reproductions of this- Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses Incurred in perfecting or continuing this security Interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code) era as stated on the first page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additional authorizations are a part of this Mortgage: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender`s designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Mortgage, and the Related Documents, and (2) the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned ar hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authorizations. If Grantor fails to do any of the. things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things es may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. tt is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on the evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to time. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Defauh. Grantor fails to make any payment when due under the Indebtedness. Default on Other Payments. Failure of Grantor .within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary. to prevent filing of bi~to effect discharge of any lien. Other Defauks. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor. Defauk In Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to repay the Indebtedness or Grantor's ability to perform Grantor's obligations under this Mortgage or any related document. .-- False Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralization. This Mortgage or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any tune and for any reason. Death of Insolvency. The dissolution of Grantor's (regardless, of whether election to continue is made), any member withdraws from the limited liability company, or any other termination of Grantor's existence as a going business or the death of any member, the insolvency of Grantor, the appointment of a receiver for any part of Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, reposse$sion or any other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes ,a garnishment of any of Grantor's accounts, including deposit Accounts, with Lender: HOw_ever, this Event of Default shall not apply if there is a ggod faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis. of the creditor or forfeiture proceeding and if Grantor gives Lender wrhtan notice of the creditor. or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the lndebtednesa: In the event of a death, Lender, at its option, may,- but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in dojng so, cure any Event of Default. Advarss Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. 8K`..;~4PG3fi~69 MORTGAGE • (Continued) Page g RipM to Cure. If such a failure is curable.and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve (12) months, it may. be cured (and no Event of Defauk will have occurred) if Grantor, after. Lender sends written notice demanding cure of such failure: Via) cures the failure within ten (10) days; or (b) if the cure requires more than ten (.10) days, immediately initiates steps sufficient to cure the failure and thereafter continues and completes ell reasonable and necessary steps sufficient to produce compliance as soon es reasonably practical. RIQHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and at any time thereafter, Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indsbtedneea. Lender -shall have the right at its option, after giving such notices as required by applicable law, to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property antl, with or without taking possession of the Property, to collect the Rents, including amounts past due end unpaid; and apply the net proceeds, over and etiove Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the pioceede. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver.. Appdint"Recelver. `Lender°shall have the right to have a ieceiVer` appointed to take possession of all or any part of the Property; with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and -apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve whhout bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Possesson of the Property. For the purpose-. of procuring possession of the Property, Grantor hereby authorizes and empowers any attorney of any court of record in the Commonwealth of Pennsylvania. or elsewhere, as attorney for Lender and all persons claiming under or through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit, shell be a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior wilt or proceeding whatsoever. Nonjudicial Sale. If permitted by applicable law, Lender may foreclose Gran#or's interest in all or in any, part of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining in tFfa'.j[?ilel~tedness due to LendeY after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives .any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any. private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten 110) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Election of Remedies. Election by lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expendhures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's •failure to perform, shall not affect Lender's right to declare a default and exercise its. remedies. Nothing under this Mortgage or otherwise shall be construed so as to limk or restrict the. rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or against any other co-maker, guarantor, surety or endorser and/or to proceed against any other collateral directly or indirectly securing the Indebtedness. Attorneys' Fess; Expenses. If Lender institutes any suit or action. to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary et any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports, surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law, any notice required to be given under this Mortgage shell be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by Iaw1, when deposited with a 6~186~~G3670 ' ~' MORTGAGE (Continued) PaSe s nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage .prepaid, directed to the addresses shown near the beginning of this Mortgage. Ail copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shell be sent to Lender's address, as shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving format written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at alt times of Grantor's current address. Unless otherwise provided by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth. in this Mortgage. No alteration of or amendmenrt to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lander shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage. Governing Law. This Mortgage will bs governed by, construed and enforced in accordance with federal law and the laws of the Commonwealth of Pennsylvania. This Mortgage has been accepted by Lander in the Commonwealth of Pennsylvania. Choice of Venus. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. No Waiver by Lender. Lender shall not be deemed to .have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. SsvsrabiUty. If a court of comp@tent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any circumstance; that finding shall not inake~tha offending provision illegal, invalid, or unenforceable as to any other circumstance: If feasib{e, the offending. provision shall be considered modifie+~so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by taw, the illegality, invalidity, or unenforceability of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage. Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successor Interests. The terms of this Mortgage shall be binding upon Grantor, and upon Grantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Time is of the Essence. Time is of the essence in the performance of this Mortgage. Waive Jury. Ail parties to this Mortgage hardy,.;:,, e..iFae right any j~^ry trial M any action, proceeding, or counterclaim brought by any party against any other party. (Initial Hare ~;X: ;; DEFlNITIONS. The following capitalized words d terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful mor-ey of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this IVlortgage shall have the meanings attributed to such terms in th® Uniform Corzimercial Code: Borrower. The word "Borrower" means 3810 Market Street, LLC and includes all. co-signers and co-makers signing the Note. Defauk. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Envkonmerhal Laws. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Ehvironmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S:C: Section 9601, et seq. l"CERCLA"1, the Superfund Amendments and Reauthorization Act of 1986 Pub. L. No: 99-499 ("SARA"1, the Hazardous Materials Trarisportation Act, 49 U.S:C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 8901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto: Event of befauk. The words "Event of Default" mean any of the events of default'set forth in this Mortgage in the events of default section of this Mortgage. Grantor. The word "Grantor" means 3810 Market Street, LLC. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtetlness. Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of ail or part of the Note. Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potentiei hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise .handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as'defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum BK 1 tf6~fi~~~~~ t ~ ~ , • ("'1 . ..... ~.~ MORTGAGE (Continued) Pa9s ~ gild petroleum by-products or any fraction thereof and asbestos. Improvements. The word "Improvements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. Indebtedness. The word "Indebtedness" means all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amourrts as provided in this Mortgage. Lender. The word "Lender" means Integrity Bank, hs successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated April 28, 2004, in the original principal amount of 5270,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Reai Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with al! proceeds (including wfthout limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Realf'raperty. The wards "Real Property" mean.the teal property, interests and rights, as further described in this Mortgage. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and ail other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS. THiS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. 5-• GRANTOR: 3810 MARKET STRE °'~ ' - - .._ «n::: j ;" 1 e >:i8 4 1 •- B: I ea >~ s r ~..~ B: Pa attus, President of 3810 Market Street, meta . Mattus, Vice••. ~•rea ~•• o ~ 3810 Ma, 't ~ :~ • L Street, LLC ~> .. ::; :-. CERTIFICATE OF RESIDENCE ~ ~ ~ .- Ihereby certify, that the precise address of the mortgagee, Integrity Bank, herein is as follows: Camp Hill Office, 3346 Market Street, Camp HAI, PA 17011 ~~ L Attorney or Agent for Mortaapes ~~z ~~~ y this to ~ Try Curt1berland CoUneprded ~Y PA ~~ ~• '~ ~~ ~s ~.eeorder ofDeeds 6Kl~fi14PG36? MORTGAGE Continued) Page 8 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ~ COUNTY OF ^~'~~~`-°`^ `-" i ~ Dy VQ,~.~'I P S . S~ C.~l'11 C~ On this, the ~ ~ day of `'' `"I`~ "`^' , 20 ,before me ,the undersigned Notary Public, personally appeared Paul A. Mattes, PresWent; Pamsia S. Mattes, Vice President of 3810 Market Street, LLC, who acknowledged themselves to be the members or designated agents of 3810 Market Street, LLC, a Limited Liability Company, and that they as such members or designated agents, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the Limited Liability Company by themselves as members o~r designated agents. In witness whereof, I hereunto sat my hand and offlclel soal. ~ D~j~~~l f / / ,/~i~~~~~"~'` V ~ ~"~ Notarial Seal `~ l~l. vvwt, Valerie S. Stacknidc, Notary Public Notary Public in and for the State of p~/`' Hampden limp., Cumberland Counttyy My Commission Expires Nov 30, 20b4 '~' ``'' .:~._ Member, PennsyNanla Associa on of Notaries usEn ono u~atic, v., e.za.m.oa¢ c,w• ,stow nn.ww sawn..., m,. gym, sow. N ngnu n.....a. - v~ Kncm~suaw.rc +,~it`L~in~ yp' ~ y ''~ i'ai, ~ = 4 BK 1 ~,~4PG3573 ~' , Exhibit "A" ALL THAT CERTAIN lot or tract of land situate in Hamden Township, Cumberland County, Commonwealth of Pennsylvania more particularly bounded and described as follows, to wit: BEGINNING at a P.K. nail set on the northern legal right-of-way line of the Carlisle Pike (S.R. 1010) at the dividing line between property now or formerly of James Norton and Lot #1; thence continuing along the property line now or formerly of James Norton, North O1 degrees 33 minutes 00 seconds West 338.20 to a point in the Conodoguinet Creek; thence by said Creek North 78 degrees 38 minutes 56 seconds East 104.07 feet to a point in the Conodoguinet Creek; thence by line of Lot #lA, formerly part of this tract, South Ol degrees 33 minutes 00 seconds East 355.92 feet to a P.K. nail at the dividing line of Lot #1 and Lot #lA; thence along the northern legal right-of-way line of the Carlisle Pike (S.R. 1010) South 88 degrees 27 minutes 00 seconds West 102.55 feet to a P.K. nail, the place of BEGINNING. CONTAINING 35,589.79 square feet and having thereon erected an existing 2 story brick split level office building known as #3810 Market Street. BEING Lot #1 on the Final Subdivision Plan'fo~;CraCe M. Catalano. Recorded on April 23, 2004, in Plan Book 88, page 136. BEING SUBJECT TO a 38 foot wide Sanitary Sewer and Pedestrian~~asement as shown on the above described subdivision plan. ALSO BEING SUBJECT TO other conditions and restrictions as set forth on the above described subdivision plan. Being the same premises which Grace M. Catalano, widow, by deed dated April 28th, 2004 and which is intended to be recorded herewith in the Cumberland County Office of the Recorder of De'eds', granted and conveyed unto 3810 Market Street, LLC, a Pennsylvania Limited Liability Company, Mortgagor herein. au i ~~~~~~~~ ~ ~,, ,MANGE ~~ TERMS AGREEME ,, References in the shaded area are for Lender's use only and do not limit the Any item above containing "• • •" has been o~liti ~licability of this document to any particular loan or Item. due to text length limitationa. Borrower: 3810 Market Street, LLC 3810 Market Street ~ M Camp Hlil, PA 17011 Integrity Bank Camp Hili Office 3345 Market Street Camp Hill, PA 17011 (717) 920-4900 Principal Amount: 5270,000.00 Date of Agreement: April 12, 2006 DESCRIPTION OF CHANGE IN TERMS. The loan payments will now be due on the 15th of each month, beginning April 15, 2006 and the 15th of each month thereafter until the loan is paid in full. PROMISE TO PAY. 3810 Market Street, LLC ("Borrower") promises to pay to Integrity Bank ("Lender"-, or order, In lawful money of the Untied States of America, the principal amount of Two Hundred Seventy Thousand & 00/100 Dollars ($270,000.001, together Nrkh interest on the unpaid principal balance from April 28, 2004, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 60 monthly consecutive principal and interest payments in the initial amount of $1,987.88 each, beginning May 28, 2004, whh interest calculated on the unpaid principal balances at an initial Interest rate of 6.250% per annum; and 180 monthly consecutive principal and interest payments in the initial amount of $1,831.67 each, beginning May 28, 2009, with interest calculated on the unpaid principal balances at an interest rate based on the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business Journals, such as The Wall Street Journal, as the "Prime Rate of Interest". The New York Prime Rate of Interest is an index, and loans of the Bank may be established at, above or below the Index. The New York Prime Rate of Interest is not necessarily the Bank's lowest rate of interest. The interest rate shall float at New York Prime (currently 4.000%), plus a margin of 1.000%, resulting in an initial interest rate of 5.000%. Borrower's final payment will be due on April 28, 2024 and will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Agreement. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this Agreement is computed on a X615/360 simple Interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, mutiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in wrhing. VARIABLE INTEREST RATE. For the first 60 payments, the interest rate on this Note will be 6.250%. Thereafter, the interest rata on this Agreement is subject to change from time to time based on changes in an independent index which is the New York Prime Rate of Interest. The New York Prime Rate of interest shall mean the interest rate per annum announced from time to time in various business journals, such as The Wall Street Journal, as the "Prime Rate of Interest". The New York Prime Rate of Interest is an index, and loa4~~ of the Bank may be established at; above or below the index. The New York Prime Rate of Interest is not necessarilu.,~the Bank's lowest rate of interest. The interest rate shall float at New York Prime (the "Index"). The Index is not necessarily the lowest rate charged,by Lender on its loans. If the Index- becomes unavailable during the term of this loan, Lender may designate a substitute index after notic'e~o.Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than' each day. Borrower understands that lender may make loans based on other rates as well. The Index currently is 4.000% per annum. The interest rate or rates to be applied to the unpaid principal balance of the Note will be the rate or rates set forth herein in the "Payment" section. Notwithstanding any other provision of this Agreement, after the first payment stream, the interest rate for each subsequent payment stream will be effective as of the last payment date of the Just-ending payment stream. NOTICE: Under no circumstances will the interest rate on the Note be more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing interest, (C) increase the number of Borrower's payments, and (D) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT PENALTY. Borrower agrees that ail loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default(, except as otherwise required by law. Upon prepayment of this Agreement, Lender is entitled to the following prepayment penalty: Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Upon prepayment of this Note, Lender is entitled to the following prepayment premium: Prepayment of any amount of the principal sum shall be subject to a penalty charge of b% during the first year of amortization and declining 1 % per year thereafter to par.. Except for the foregoing, Borrower may pay all or a portion of the amount owed earlier than it Is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Integrity Bank, Camp Nill Office, 3345 Market Street, Camp Hill, PA 17011. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or 510,00, whichever is greater. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Agreement to 18.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment is entered in connection with this Agreement, interest will continue to accrue on this Agreement after judgment at the interest rate applicable to this Agreement at the time judgment is entered. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness, Other Defaults, Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. ,. , CHANGE IN TERMS AGREEMENT Loan No: 1500036150 (Continued) Page 2 Default in Favor of Thtrd Parties. 13orrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor oi` any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, re presentation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Document; is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolutio-~ of Borrower (regardless of whether election to continue is model, any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower, Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishme nt of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a goo d faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and i~f Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the crE~ditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute3. Events Affecting Guarantor. Any of the ,preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, ar revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note, in the event of a deaath, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arisin~a under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lander believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the prece3ding twelve (12) months, it may be cured if Borrower, after receiving written notice from lender demanding cure of such default: 11) cures the default within ten (10) days; ar (2) if the cure requires more than ten (10) days, immediately initiates steps which Lender deems in. Lender's sole discretion to be sufficient to cure the default and thereafter contiriues and completes all reasonable and necessary steps Sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after: giving such notices as required by applicable law, declare the entire unpaid principal balance on this Agreement and all accrued unpaid interes 'immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' ees, expenses for bankruptcy proceedings (including efforts 'to modify or vacate any automatic stay or injunctionl, and appeals. If not o ited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereb ;. .e..att-~e, i to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. (Initial Her ',,, :;;,:.,~~ ~ .;;• ? ) GOVERNING LAW. This Agreement w be governed b federal applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of S 10.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored: RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes alt accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. COLLATERAL. Borrower acknowledges this Agreement is secured by a valid title insured 1st mortgage lien on 3810 Market Street, Camp Hill, Cumberland County, Pennsylvania, Assignment of rents on the mortgaged premises, and a deposit account pledged to the Bank in the amount of no less than 512,000, to be opened within 100 days from date of closing. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and 1n full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the,.,q,ktligation4sl. It is the intention of Lender to retain as liable parties ail makers and endorsers of the original obligation(s1, including accom od~tio.rr parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not b ed 6y: virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signir ~~fie V7 ; ck "liwledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the "rand provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or rel ase, but also to all such subsequent actions. SUCCESSOR INTERESTS. Tha terms of this Agreement shall be binding upon Borrower, end upon Borrower's heirs, personal representatives, successors, and assigris, and shall be enforceable by Lender and its successors and assigns. MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon •r change in the terms of this Agreement, and uf~ ~; otherwise expressly stated in writing, no party who signs this Agreement, whether ~ taker, guarantor, accommodation maker or endd ,shall be released from liability. All such r: .~ o CHANGE IN TERMS AGREEMEN', Loan No: 1500036150 (Continued) Page 3 partyes agree that Lander may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the.collaterei; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Agreement are joint and several. If any portion of this Agreement is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (1096) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED 8Y AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BU7 SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: i .:.;. . :~ ...:: P attu ice President of 3810 Markot t et, LLC LENDER INTEGRITY BANK s, tABFF PPO lr.dlna. Va. 5.44.0O.OOd OsOr. HMend Rn,ne41 6elutbru, Me. IfD7, 4001. M Mphb Rprwd. • PA KriLFNDIN01CFnLPLW40C.FC TIM4p P1414 c~ h~ _ , v ~ ~. ~, .~ y t-'-' ~ ~: , Cam) .. M'7 -_ ~'~ - ,u~ ~ ~ C.,~ fi : ~ . r L.7 ~, -,.,I Clayton W. Davidson, Esquire PA Attorney I.D. No. 79139 McNees Wallace & Nurick LLC 100 Pine Street - P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 (Phone) (717) 260-1678 (Direct Fax) cdavidson(a,mwn.com Attorneys for Integrity Bank INTEGRITY BANK, Plaintiff IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA v. 3810 MARKET STREET, LLC, Defendant CASE NO. 07-5541 CIVIL ACTION -LAW MORTGAGE FORECLOSURE PRAECIPE TO DISCONTINUE ACTION WITHOUT PREJUDICE TO THE PROTHONOTARY: Integrity Bank, by and through its undersigned counsel, hereby dismisses the above captioned action without prejudice. Date: October 23, 2007 McNEES WALLACE & NURICK LLC Clayton W. avidson, Esquire PA Attorney I.D. No. 79139 100 Pine Street - P.O. Box 1166 Hamsburg, PA 17108-1166 Direct Fax: (717)-260-1678 Phone: (717)-232-8000 cavidson@mwn.com Attorneys for Integrity Bank CERTIFICATE OF SERVICE I, Clayton W. Davidson, hereby certify that a true and correct copy of the foregoing First Amended Complaint in Mortgage Foreclosure was served on October 23, 2007 upon the following by first class, U.S. mail: Paul A. Mattus 514 Partridge Court Mechanicsburg, PA 17050 3810 Market Street, LLC (Attn: Paul A. Mattus) 3810 Market Street Camp Hill, PA 17011 Clayto . Dav' son C3 ~~- t;; ca -n -~, ~.., © ~~}~ ~ ~ "4~ '~~ C~ ` `~- :-.. :.~ ~ ~- C ~~~ F ~~ ~ ~ : ~' t~