HomeMy WebLinkAbout09-1811AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff .
CIVIL ACTION - LAW
V.
JEFFREY L. ROSE, EDWARD TUBBS, : No: C? 9
DEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
NOTICE OF DEFENDANT'S RIGHTS
TO: Jeffrey L. Rose:
A judgment in the amount of $405.455.37 with interest from March 23, 2009, on the
total sum of ($405,455.37), at the rate of .000201388% per day, which computes to a current
per diem of $73.52 has been entered against you and in favor of the Plaintiff without any prior
notice or hearing based on a confession of judgment contained in a written agreement or
other paper allegedly signed by you. The sheriff may take your money or other property to
pay the judgment at any time after thirty (30) days after the date on which this notice is
served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND
PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH
THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 1701
(717) 249-316
BY:
Darrell C. Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
Page 1 of 18
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
V.
No: Cr
JEFFREY L. ROSE, EDWARD TUBBS, :
DEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
NOTICE OF DEFENDANT'S RIGHTS
TO: Edward Tubbs:
A judgment in the amount of $405.455.37 with interest from March 23, 2009, on the
total sum of ($405.455.37), at the rate of .000201388% per day, which computes to a current
per diem of $73.52 has been entered against you and in favor of the Plaintiff without any prior
notice or hearing based on a confession of judgment contained in a written agreement or
other paper allegedly signed by you. The sheriff may take your money or other property to
pay the judgment at any time after thirty (30) days after the date on which this notice is
served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND
PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH
THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
BY:
Darrell e' Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
Page 2 of 18
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
V.
No:
JEFFREY L. ROSE, EDWARD TUBBS, :
JEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
NOTICE OF DEFENDANT'S RIGHTS
TO: Jeed, LLC:
A judgment in the amount of $405,455.37 with interest from March 23, 2009, on the
total sum of ($405,455.37), at the rate of .000201388% per day, which computes to a current
per diem of $73.52 has been entered against you and in favor of the Plaintiff without any prior
notice or hearing based on a confession of judgment contained in a written agreement or
other paper allegedly signed by you. The sheriff may take your money or other property to
pay the judgment at any time after thirty (30) days after the date on which this notice is
served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND
PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH
THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
BY:
Darrelh£!Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
Page 3 of 18
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
V.
No:
JEFFREY L. ROSE, EDWARD TUBBS, :
JEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
NOTICE OF DEFENDANT'S RIGHTS
TO: EJJ Limited Partnership:
A judgment in the amount of $405,455.37 with interest from March 23, 2009, on the
total sum of ($405,455.37), at the rate of .000201388% per day, which computes to a current
per diem of $73.52 has been entered against you and in favor of the Plaintiff without any prior
notice or hearing based on a confession of judgment contained in a written agreement or
other paper allegedly signed by you. The sheriff may take your money or other property to
pay the judgment at any time after thirty (30) days after the date on which this notice is
served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND
PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH
THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
BY:
Darr . Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
Page 4 of 18
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
V. No: - /
JEFFREY L. ROSE, EDWARD TUBBS, :
JEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
NOTICE OF DEFENDANT'S RIGHTS
TO: Beverly L. Rose:
A judgment in the amount of $405,455.37 with interest from March 23, 2009, on the
total sum of ($405,455.37), at the rate of .000201388% per day, which computes to a current
per diem of $73.52 has been entered against you and in favor of the Plaintiff without any prior
notice or hearing based on a confession of judgment contained in a written agreement or
other paper allegedly signed by you. The sheriff may take your money or other property to
pay the judgment at any time after thirty (30) days after the date on which this notice is
served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND
PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH
THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
BY:
Darrel W. Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
Page 5 of 18
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
V. .
• No:
JEFFREY L. ROSE, EDWARD TUBBS, :
JEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
NOTICE OF DEFENDANT'S RIGHTS
TO: Crystal L. Tubbs:
A judgment in the amount of $405,455.37 with interest from March 23, 2009, on the
total sum of ($405.455.37), at the rate of .000201388% per day, which computes to a current
per diem of $73.52 has been entered against you and in favor of the Plaintiff without any prior
notice or hearing based on a confession of judgment contained in a written agreement or
other paper allegedly signed by you. The sheriff may take your money or other property to
pay the judgment at any time after thirty (30) days after the date on which this notice is
served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF THE JUDGMENT AND
PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH
THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
CUMBERLAND COUNTY LAWYER REFERRAL SERVICE
2 LIBERTY AVENUE
CARLISLE, PA 17013
(717) 249-3166
BY:
Darrol ,C. Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
Page 6 of 18
Darrell C. Dethlefs, Esquire
ID # 58805
The Law Office of Darrell C. Dethlefs
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
ARICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
V. No: N,
JEFFREY L. ROSE, EDWARD TUBBS, :
DEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
CONFESSION OF JUDGMENT
Pursuant to the Confession of Judgment paragraphtwarrant contained in the
Promissory Note dated June 20, 2005, the Disclosure for Confession of Judgment dated
June 20, 2005, Continuing, Unlimited Guarantees and related Disclosure for Confession of
Judgment, and the related Mortgage and Security Agreement dated June 20, 2005 which
secures as collateral for the purchase money loan sought by Defendants to obtain property
located at and known as 324-326 Market Street New Cumberland, Cumberland County,
Pennsylvania, the originals or copies of which are attached to the Complaint filed in this
action. I appear for the Defendant and confess judgment in favor of the Plaintiff and against
Defendants, Jeffrey L. Rose, Edward Tubbs, Jeed, LLC, EJJ Limited Partnership, Beverly L.
Rose, and Crystal L. Tubbs, as follows relative to the aforementioned Note which was
entered into on June 20, 2005:
Page 7of18
Unpaid Principal through 3/9/2009 $ 365,065.13
Past Due Interest through 3/9/2009 $ 20,233.82
Late Fees $ 621.52
Costs ($27.50 filing fee) ($200 service) $ 227.50
Attorneys' Commission (5%) $ 19,307.40
TOTAL $ 405,455.37
with interest from March 23, 2009, on the total sum of ($405,455.37), at the rate of
000201388% per day, which computes to a current per diem of $73.52.
Re ctfully Submitted,
Dated:
Dar II thlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
(717) 975-9446
Page 8 of 18
Darrell C. Dethlefs, Esquire
ID # 58805
The Law Office of Darrell C. Dethlefs
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
DDethlefsAaol.com
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff .
CIVIL ACTION - LAW
V.
JEFFREY L. ROSE, EDWARD TUBBS, :
JEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE,
CRYSTAL L. TUBBS, .
Defendants
No: O 6?, / Q'/ t
CONFESSION OF JUDGMENT
COMPLAINT
CIVIL ACTION - COMPLAINT IN CONFESSION OF JUDGMENT
Plaintiff, AmeriChoice Federal Credit Union, by its attorneys, The Law Office of Darrell
C. Dethlefs, by Bryan W. Shook, Esquire, files this Complaint in Confession of Judgment for
Money and in support thereof avers as follows:
Plaintiff, AmeriChoice Federal Credit Union, is a business existing under the
laws of the Commonwealth of Pennsylvania, with its principal office located at
2175 Bumble Bee Hollow Road, Mechanicsburg, Cumberland County,
Pennsylvania 17055.
Page 9 of 18
2. Defendant, Jeffrey L. Rose, is an adult individual currently residing at 1 Silver
Maple Drive, Boiling Springs, Cumberland County, Pennsylvania 17007.
3. Defendant, Edward Tubbs, is an adult individual currently residing at 100
Shirley Lane, Boiling Springs, Cumberland County, Pennsylvania 17007.
4. Defendant, Jeed, LLC, is a Pennsylvania Limited Liability Company with a
registered office address of 324 Market Street, New Cumberland, Cumberland
County, Pennsylvania 17070.
5. Defendant, EJJ, Limited Partnership, is a Pennsylvania Limited Partnership with
a registered office address of 1 Silver Maple Drive, Boiling Springs, Cumberland
County, Pennsylvania 17007.
6. Defendant, Beverly L. Rose, is an adult individual currently residing at 1 Silver
Maple Drive, Boiling Springs, Cumberland County, Pennsylvania 17007.
7. Defendant, Crystal L. Tubbs, is an adult individual currently residing at 100
Shirley Lane, Boiling Springs, Cumberland County, Pennsylvania 17007.
8. On or about June 20, 2005, Defendants, Jeffrey L. Rose, Edward Tubbs, Jeed,
LLC, and EJJ Limited Partnership, executed a Promissory Note, Disclosure for
Confession of Judgment,and the related Mortgage and Security Agreement
which secured as collateral for the purchase money loan sought by Defendants
to obtain property located at and known as 324-326 Market Street New
Cumberland, Cumberland County, Pennsylvania as well as Pennsylvania Liquor
License No. R-18382. All of the above referenced documents authorized the
confession of judgment against the Defendants. A true and correct
reproduction of the signed, original documents referenced above are attached
hereto, made part of and incorporated by reference as if fully set forth herein.
Page 10 of 18
The documents are marked as follows:
a. The Promissory Note is marked as Exhibit "A";
b. The Disclosure for Confession of Judgment is marked as Exhibit "B"; and
c. The Mortgage and Security Agreement is marked as Exhibit "C".
9. On or about June 20, 2005, Defendants, Jeffrey L. Rose and Beverly L. Rose,
and Edward Tubbs and Crystal L. Tubbs, executed Continuing, Unlimited
Guarantees along with related Disclosures for Confession of Judgment in
connection and in inducement for Plaintiff to loan the monies referenced herein
to Jeffrey L. Rose, Edward Tubbs, Jeed, LLC, and EJJ Limited Partnership to
obtain property located at and known as 324-326 Market Street New
Cumberland, Cumberland County, Pennsylvania. All of the above referenced
documents authorized the confession of judgment against the Defendants. A
true and correct reproduction of the signed, original documents referenced
above are attached hereto, made part of and incorporated by reference as if
fully set forth herein. The documents are marked as follows:
a. Continuing, Unlimited Guaranty of Jeffrey L. Rose and Beverly L. Rose is
marked as Exhibit "D";
b. The Disclosure for Confession of Judgment of Jeffrey L. Rose and Beverly
L. Rose is marked as Exhibit "E";
c. Continuing, Unlimited Guaranty of Edward Tubbs and Crystal L. Tubbs is
marked as Exhibit "F; and
d. The Disclosure for Confession of Judgment of Edward Tubbs and Crystal L.
Tubbs is marked as Exhibit "G".
10. The originals of the aforementioned documents are available, for inspection and
Page 11 of 18
production, upon request to Plaintiff.
11. The Promissory Note authorized the entry of judgment after default.
12. The obligation of Defendants, Jeffrey L. Rose, Edward Tubbs, Jeed, LLC, EJJ
Limited Partnership, Beverly L. Rose, and Crystal L. Tubbs, to Plaintiff,
AmeriChoice Federal Credit Union, is in default.
13. Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
14. An itemization of the amount due under the Note, including interest, attorneys'
commission is as follows:
Unpaid Principal through 3/9/2009 $ 365,065.13
Past Due Interest through 3/9/2009 $ 20,233.82
Late Fees $ 621.52
Costs ($27.50 filing fee) ($200 service) $ 227.50
Attorneys' Commission (5%) $ 19,307.40
TOTAL $ 405,455.37
A copy of the most recent account statement, dated March 9, 2009, is attached
hereto, made part hereof and marked as Exhibit "H".
Page 12 of 18
WHEREFORE, the Plaintiff, as authorized by the Confession of Judgment warrant
contained in the aforementioned documents, demands judgment against the Defendants,
Jeffrey L. Rose, Edward Tubbs, Jeed, LLC, EJJ Limited Partnership, Beverly L. Rose, and
Crystal L. Tubbs in the total sum of $405.455.37 with interest from March 23, 2009, on the
total sum of ($405.455.37), at the rate of .000201388% per day, which computes to a current
per diem of $73.52.
Respe bmitted,
Dated: 3-23-0
Darrell . Dethlefs, Esquire
Attorney Id. No.: 58805
2132 Market Street
Camp Hill, PA 17011
(717) 975-9446
Page 13 of 18
Darrell C. Dethlefs, Esquire
ID # 58805
The Law Office of Darrell C. Dethlefs
2132 Market Street
Camp Hill, Pennsylvania 17011
Telephone - (717) 975-9446
Fax - (717) 975-2309
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
v.
No:
JEFFREY L. ROSE, EDWARD TUBBS, :
DEED, LLC, and EJJ LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants .
Certificate of Residence pursuant to Pa. R.C.P. 2951(a)(2)
I, Bryan W. Shook, Esquire, hereby certify, based upon research conducted by me
and a review of documents provided to me that the addresses of the parties are as follows:
1. Plaintiff, AmeriChoice Federal Credit Union, is a business existing under the laws of
the Commonwealth of Pennsylvania, with its principal office located at 2175 Bumble
Bee Hollow Road, Mechanicsburg, Cumberland County, Pennsylvania 17055.
2. Defendant, Jeffrey L. Rose, is an adult individual currently residing at 1 Silver Maple
Drive, Boiling Springs, Cumberland County, Pennsylvania 17007.
3. Defendant, Edward Tubbs, is an adult individual currently residing at 100 Shirley Lane,
Boiling Springs, Cumberland County, Pennsylvania 17007.
Page 14 of 18
PROMISSORY NOTE
(Fixed Rate)
Principal Amount: $390,000
Initial Rate: 7.25%
Date of Note: June 20, 2005
Loan No. 1001-000047
FOR VALUE RECEIVED, and intending to be legally bound, Jeffrey L. Rose, Edward Tubbs, DEED, LLC , and
EJJ Limited Partnership with an address of 324 Market Street, New Cumberland, PA 17070 (the "Borrower") promises
to pay to the order of AmeriChoice Federal Credit Union, a federally-chartered credit union, having an address at 2175
Bumble Bee Hollow Road, P.O. Box 1429, Mechanicsburg, PA 17055 ("Credit Union") the principal sum of Three
Hundred Ninety Thousand Dollars ($390,000) or so much thereof as may be advanced from time to time in accordance
with the terms of this Note, and the Loan Agreement dated on even date herewith between Borrower and Credit Union
(the "Loan Agreement"), with interest on the unpaid principal balance of such amount from the date of this Note or such
advance, as the case may be, at the Interest Rate (hereinafter defined). This Note evidences a loan (the "Loan") made, or
so much thereof as may be made, by Credit Union to Borrower, in the principal amount hereof, and is secured by a
mortgage dated on even date herewith from EJJ Limited Parmeaship, to Credit Union (the "Mortgage"), and by a security
agreement dated on even date herewith from JEED, LLC, to Credit Union (the "Security Agreement") which, together
with financing statements executed in conjunction therewith (the 'Financing Statements"), creates a first lien security
interest in certain personal property (the "Personal Property") more particularly described in the Sec urityAgreemerit, and
by the guaranty agreement(s) of7efrrey L. Rose and Beverly L. Rose, and Edward Tubbs and Crystal L. Tubbs (whether
one or more, the "Guaranty") (the Note, the Loan Agreement, the Mortgage, the Security Agreement, the Financing
Statements, the Guaranty, and such other documents as evidence and secure the Loan or were otherwise executed in
connection with the Loan, and such other documents evidencing such other security which may hereafter be given as
further security for, or in connection with, the Loan, being hereinafter collectively referred to as the "Loan Documents").
1. DEFINITIO S
Except as otherwise defined herein, capitalized terms used herein shall have the following definitions:
"Fixed Rate" shall mean the rate of interest equal to seven and one-quarter percentage points (7.25%).
"Interest Rate" shall mean the rate of interest.
"Maturity Date" shall mean June 20, 2010.
11. INTEREST
1. COMPUTATION OF INTEREST. Interest on the outstanding principal balance of this Note shall be
computed on the basis of a 360-day year; that is, by app lying the ratio of the annual Interest Rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. Interest shall accrue until the Loan is repaid.
III. PAYMENT OF PRINCIPAL N INTER
I . PERIODIC PAYMENTS. Beginning on July 20, 2005, and continuing monthly thereafter on the 20th day of
each succeeding month Borrower shall pay installments of principal and interest calculated according to a 240-month
amortization schedule, each in the amount of $3107.57, until the Maturity Date (or such earlier date in the event Credit
Union accelerates Borrower's obligations hereunder), when the balance ofprincipaFplus accrued interest shall be due and
payable. Except as set forth below, each installment payment shall be applied fast to accrued unpaid interest, at the
applicable Interest Rate, then to principal, and any remaining amount to any unpaid collection costs and to late charges.
tfduring any month, the installment payment is insufficient to pay the interest due at the applicable Interest Rate, Credit
Union will notify Borrower of the amount of additional interest due and Borrower will remit said sum to Credit Union
within five (5) days.
IV. GENERAL CONDITION
1. ME'T'HOD OF PAYMENT. All payments under this Note are payable at 2175 Bumble Bee Hollow Road,
P.O. Box 1429, Mechanicsburg, PA 17055, or at such other place as Credit Union shall notify Borrower in writing.
Credit Union reserves the right to require any payment on this Note, whether such payment is of a regular installment or
represents a prepayment, to be by wired federal funds or other immediately available funds or to be paid at a place other
than the above address.
2. APPLICATION OF PAYMENTS RECEIVED. Except as may otherwise be provided in this Note, all
payments received by Credit Union on this Note shall be applied by Credit Union to any unpaid Late Payment Charges,
Prepayment Penalty (each herein below defined), accrued and unpaid interest then due and owing and the reduction of
principal of this Note, in such order and in such amounts as Credit Union may determine from time to time.
3. LATE PAYMENT CHARGES. IfBorrower fails to pay any amount ofprincipal and/or interest on this Note
for fifteen (15) days after such payment becomes due, whether by acceleration or otherwise, Credit Union may, at its
option, whether immediately or at the time of final payment of the amounts evidenced by this Note, impose a late
payment charge (the "Late Payment Charge'") computed by multiplying the amount of each past due payment by five
(5%) percent. Until any and all Late Payment Charges are paid in full, the amount thereof shall be added to the
indebtedness secured by any of the Loan Documents. The Late Payment Charge is not a penalty and is deemed to be
liquidated damages for the purpose of compensating Credit Union for the difficulty in computing the actual amount of
damages incurred by Credit Union as a result of the late payment by Borrower.
4. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of
the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default),
except as otherwise required bylaw. Except for the foregoing, Borrower may pay without penalty all or a portion of the
amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to snake payments under the payment schedule. Rather, they will reduce the principal
balance due and may result in Borrower making fewer payments.
5. REFUSAL TO MAKE FURTHER ADVANCES, ACCELERATION AND DEFAULT. If.
(a) Borrower fails to pay any sum due on this Note within ten (10) days of the date the same is due; or
(b) Borrower shall fail to perform any other covenant, obligation or agreement required to be performed by
Borrower under this Note, for ten (10) days after Credit Union has given written notice of such failure to
Borrower; or
(e) Any warranty or representation made or given by Borrower or any financial or other statement submitted by or
on behalf o€Borrower, or any Guarantor in any instrument furnished in compliance with or in reference to this
Note or the Loan Documents should be false or misleading in any material respect; or
(d) Borrower or any Guarantor shall generally not be paying debts as they become due or file a petition or seek
relief under or take advantage of any insolvency law; make an assignment for the benefit of creditors;
continence a proceeding for the appointment of a receiver, trustee, liquidator, custodian or conservator of
Borrower or any Guarantor or of the whole or substantially all of Borrower's or any Guarantor's property or of
any collateral pledged as security for this Note; or if Borrower or any Guarantor shall file a petition or an
answer to a petition under any chapter of the Bankruptcy Reform Act of 1978, as amended (or any successor
statute thereto), or file a petition or seek relief under or take advantage of any other similar law or statute of the
United States of America, any state thereof, or any foreign country or subdivision thereof; or
(e) A Court of competent jurisdiction shall enter an order, judgment or decree appointing or authorizing a receiver,
trustee, liquidator, custodian or conservator of Borrower or any Guarantor or ofthe whole or substantially all of
Borrower's or any Guarantor's property, or any portion of the collateral pledged as security for this Note, or
enter an order for relief against Borrower or any Guarantor in any case commenced under any chapter of the
Bankruptcy Reform Act of 1978, as amended (or any successor statute thereto), or grant relief under any other
similar law or statute of the United States of America, any state thereof, or any foreign country or subdivision
thereof and the same is not stayed or discharged within sixty (60) days of entry; or
M Under the provisions of any law for the relief or aid of debtors, a court of competent jurisdiction or a receiver,
trustee, liquidator, custodian or conservator shall assume custody or control or take possession from Borrower
or any Guarantor of all or substantially all of Borrower's or any Guarantor's property or any portion of any
collateral pledged as security for this Note; or
(g) There is commenced against Borrower or any Guarantor any proceeding for any of the foregoing relief or if a
petition is filed against Borrower or any Guarantor under any chapter ofthe Bankruptcy Reform Act of 1978, as
amended (or any successor statute thereto), or under any other similar law or statute of the United States of
America, any state thereof, or any foreign country or subdivision thereof, and such proceeding or petition
remains undismissed for a period of sixty (60) days or if Borrower or any Guarantor by any act indicates
consent to, approval of or acquiescence in any such proceeding or petition; or
(h) Credit Union receives a notice to creditors with regard to a bulk transfer by Borrower or any Guarantor pursuant
to Article VI of the Uniform Commercial Code or if the Borrower shall dissolve, terminate its existence, fail,
cease normal business operation or otherwise discontinue its existence; or
W An "Event of Default", as said term is defined in any other Loan Documents, shall have occurred; or
(j) Borrower or any Guarantor fails to comply with the terms of or an "event of default" occurs under any other
loan transaction or credit arrangement of any kind with Credit Union; or
(k) Borrower or any Guarantor has a change of more than 25% in the makeup of its principals, stockholders,
members or partners, as applicable, or merges or consolidates with any other entity; or
(1) Borrower uses the Loan funds received from the Credit Union for any purpose other than the business purposes
for which the Loan was extend;
then, and in any such event (an "Event of Default"), Credit Union may, at its option, refuse to make any further
Advances, and declare the entire unpaid balance of this Note together with interest accrued thereon and any other sums
due hereunder or under the Loan Documents, to be immediately due and payable and Credit Union may proceed to
exercise any rights or remedies that it may have under this Note or any other Loan Documents, or such other rights and
remedies which Credit Union may have at law, equity or otherwise. In the event of such acceleration, Borrower may
discharge its obligations to Credit Union by paying.
(1) the unpaid principal balance hereof as at the date of such payment, plus accrued interest computed in the
manner set forth above, plus (2) any Late Payment Charge and Prepayment Penalty computed in the manner set
forth above, plus (3) any other sum due and owing Credit Union'under this Note or any other Loan Document.
6. COSTS AND EXPENSES ON DEFAULT. After the occurrence of an Event of Default, in addition to
principal, interest, any Late Payment Charge and any Prepayment Penalty, Credit Union shall be entitled to collect all
costs of collection, including, but not limited to, reasonable attorneys' fees, incurred in connection with the protection or
realization of collateral or in connection with any of Credit Union's collection efforts, whether or not suit on this Note or
any foreclosure proceeding is filed, and all such costs and expenses shall be payable on demand and until paid shall also
be secured by the Loan Documents and by all other collateral held by Credit Union as security for Borrower's obligations
to Credit Union.
7. NO WAIVER BY CREDIT UNION. No failure by any Guarantor of the Loan to make any payments shall be
deemed a waiver or release of Borrower's obligations hereunder. No failure on the part of Credit Union or other holder
hereof to exercise any right or remedy hereunder, whether before or after the happening of a default, shall constitute a
waiver thereof, and no waiver of any past default shall constitute waiver of any future default or of any other default. No
failure to accelerate the Loan evidenced hereby by reason of default hereunder, or acceptance of a past due installment, or
indulgence granted from time to time shall be construed to be a waiver of the right to insist upon prompt payment
thereafter, or shall be deemed to be a novation of this Note or as a reinstatement of the Loan evidenced hereby or as a
waiver of such right of acceleration or any other right, or be construed so as to preclude the exercise of any right which
Credit Union may have, whether by the laws of the state governing this Note, by agreement or otherwise; and Borrower
and each endorser or Guarantor hereby expressly waive the benefitof any statute or rule of law or equity which would
produce a result contrary to or in conflict with the foregoing. This Note may not be changed orally, but only by an
agreement in writing signed by the party against whom such agreement is sought to be enforced.
8. WAIVER BY BORROWER. Borrower and each endorser or Guarantor of this Note hereby waives
presentment, protest, demand, diligence, notice of dishonor and of nonpayment, and waives and renounces all rights to
the benefits of any statute of limitations and any moratorium, appraisement, exemption and homestead now provided or
which may hereafter be provided by any federal or state statute, including but not limited to exemptions provided by or
allowed under the Bankruptcy Code of 1978, both as to itself personally and as to all of its or their property, whether real
or personal, against the enforcement and collection of the obligations evidenced by this Note and any and all extensions,
renewals and modifications hereof.
9. COMPLIANCE WITH USURY LAWS. It is the intention of the parties to conform strictly to the usury laws,
whether state or federal, that are applicable to this Note. All agreements between Borrower and Credit Union, whether
now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or
event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to
Credit Union or the holder hereof, or collected by Credit Union or such holder, for the use, forbearance or detention of
the money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation
contained herein, or in any of the Loan Documents, exceed the maximum amount permissible under applicable federal or
state usury laws.
If under any circumstances whatsoever fulfillment of any provision hereof or of the Loan Documents, at the time
performance of such provision shall be due, shall involve exceeding the limit of validity prescribed bylaw, then the
obligation to be fulfilled shall be reduced to the limit of such validity; and if under any circumstances Credit Union or
other holder hereof shall ever receive an amount deemed interest by applicable law, which would exceed the highest
lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of
the principal amount owing hereunder or to other indebtedness secured by the Loan Documents and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall
be deemed to have been a payment made by mistake and shall be refunded to Borrower or to any other person making
such payment on Borrower's behalf. All sums paid or agreed to be paid to the holder hereof for the use, forbearance or
detention of the indebtedness of Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted
by applicable law, and to the extent necessary to preclude exceeding the limit of validity prescribed by law, be amortized,
pro-rated, allocated and spread from the date of disbursement of the proceeds of this Note until payment in full of the
Loan evidenced hereby and thereby so that the actual rate of interest on account of such indebtedness is uniform
throughout the term hereof and thereof. The terms and provisions of this paragraph shall control and supersede every
other provision of all agreements between Borrower, any endorser or Guarantor and Credit Union.
14. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Note shall be governed by and construed
under the laws of the Commonwealth of Pennsylvania. Borrower and each endorser or Guarantor hereby submits to
personal jurisdiction in said state for the enforcement of Borrower's obligations hereunder or under any other Loan
Document and waives any and all personal rights under the law of any other state to object to jurisdiction within such
state for the purposes of litigation to enforce such obligations of Borrower.
11. WAIVER OF JURY TRIAL. Credit Union and the Borrower hereby waive trial by jury in any litigation
in any court with respect to, in connection with, or arising out of this Note, any other Loan Document or the
Loan, or any instrument or document delivered in connection with the Loan, or validity, protection,
interpretation, collection or enforcement thereof, or other claim or dispute howsoever arising between the
Borrower and Credit Union.
12. AUTHORITY OF CREDIT UNION. Borrower authorizes Credit Union to date this Note as of the day when
the Loan is made and to complete or correct this Note as to any terms of the Loan not set forth herein at the time of
delivery hereof.
13. NOTICES. Any notices required or permitted to be given hereunder shall be: (i) personally delivered or
(ii) given by registered or certified mail, postage prepaid, return receipt requested, or (iii) forwarded by overnight courier
service, in each instance addressed to the addresses set forth at the head of this Note, or such other addresses as the
parties may for themselves designate in writing as provided herein for the purpose of receiving notices hereunder. All
notices shall be in writing and shall be deemed given, in the case of notice by personal delivery, upon actual delivery, and
in the case of appropriate mail or courier service, upon deposit with the U.S. Postal Service or delivery to the courier
service.
14. LIABILITY IF MORE THAN ONE BORROWER. If more than one person or entity executes this Note as a
Borrower, all of said persons or entities are jointly and severally liable hereunder.
15. ENTIRE AGREEMENT. This Note and the other Loan Documents constitute the entire understanding
between Borrower, the Guarantors, if any, and Credit Union and to the extent that any writings not signed by Credit
Union or oral statements or conversations at any time made or had shall be inconsistent with the provisions of this Note
and the other Loan Documents, the same shall be null and void.
16. RIGHT OF SETOFF. In addition to the Credit Union's right of setoff arising by operation of law, Borrower
grants a contractual possessory security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Credit
Union all Borrower's right, title and interest in and to, Borrower's accounts with Credit Union, including without
limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding
however accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Credit
Union, to the extent permitted by applicable law, to charge or setoff all stuns owing on this Note against any and all
accounts.
17. CONFESSION OF JUDGMENT. BORROWER HEREBY VOLUNTARILY, KNOWINGLY,
UNDERSTANDINGLY AND IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY
OR ANY ATTORNEY OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA OR
ELSEWHERE AT ANY TIME TO APPEAR FOR AND CONFESS JUDGMENT THEREIN AGAINST
BORROWER FOR (1) EITHER THE ENTIRE ORIGINAL PRINCIPAL SUM OF THIS NOTE, OR (2) THE
ENTIRE UNPAID PRINCIPAL BALANCE OF THIS NOTE AND THE ACCRUED AND UNPAID INTEREST
THEREON AND LATE CHARGES AND ALL OTHER SUMS DUE UNDER OR IN CONNECTION WITH
THIS NOTE AND ANY OF THE OTHER LOAN DOCUMENTS, WHETHER OR NOT A DEFAULT HAS
OCCURRED, AND WITH OR WITHOUT COMPLAINT FILED, AS ELECTED BY CREDIT UNION; AND IN
EITHER CASE TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF FIVE
PERCENT (5%), BUT NOT LESS THAN FIVE THOUSAND DOLLARS (55,000.00), WITH RELEASE OF
ERRORS, AND WITHOUT RIGHT OF APPEAL; AND FOR SO DOING, TINS NOTE OR A COPY HEREOF
VERIFIEDBYAFFIDAVTTORSWORNSTATEMENTSHALLBESUFFICIENTWARRANT. BORROWER
WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL EXEMPTION LAWS
NOW OR HEREAFTER IN EFFECT. EXECUTION MAY IMMEDIATELY BE ISSUED ON THE
JUDGMENT, WITHOUT PRIOR NOTICE OR HEARING, TO GARNISH, LEVY OR ATTACH ANY
PERSONAL PROPERTY OF BORROWER.- NO SINGLE EXERCISE OF THE FOREGOING WARRANT
AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER
OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR
VOID, BUT THE POWER SHALL CONTINUE UNDIMMISHED AND MAYBE EXERCISED FROM TIME
TO TIME AS OFTEN AS CREDIT UNION SHALL ELECT, UNTIL ALL SUMS PAYABLE OR THAT MAY
BECOME PAYABLE BY BORROWER HAVE BEEN PAID IN FULL.
5
IN WITNESS WHEREOF, Borrower has executed this instrument the date first above written.
JEED, LLC, a Pennsylvania limited liability company,
by all of its Members,
By: ?.
efYre L. se
Member
By:
. Edward TO &
Member
EJJ Limited Partnership, a Pennsylvania limited partnership,
by all of its General Partners
By: t
r ' L. ose
General Partn r
?r
By:
Bdward Tubs '
General Partner
By.
By:
Edward
DISCLOSURE FOR CONFESSION OF JUDGMENT
THE UNDERSIGNED IS EXECUTING, THIS 20TH DAY OF JUNE, 2005, A
PROMISSORY NOTE ("NOTE") PAYABLE TO AMERICHOICE FEDERAL CREDIT UNION
("LENDER") IN CONNECTION WITH A LOAN IN THIS AMOUNT OF $390,000 TO THE
UNDERSIGNED FOR COMMERCIAL PURPOSES.
INITIALS: L
7-1
THE UNDERSIGNED'S ATTORNEY OR A REPRESENTATIVE OF LENDER HAS
EXPLAINED TO THE UNDERSIGNED THAT THE NOTE CONTAINS WORDING THAT WOULD
PERMIT THE LENDER TO ENTER JUDGMENT AGAINST THE UNDERSIGNED AT THE
COURTHOUSE, WHETHER OR NOT AN EVENT OF DEFAULT HAS OCCURRED, WITHOUT
NOTICE, AND WITHOUT OFFERING THE OPPORTUNITY TO DEPEND AGAINST THE
ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY LEGAL
MEANS WITHOUT PRIOR NOTICE OR A HEARING BY USE OF THE SHERIFF, WHO MAY
SEIZE PROPERTY, REAL AND PERSONAL, WITHOUT PRIOR NOTICE OR HEARING.
INITIALS: _7?p
IN EXECUTING THE NOTE, THE UNDERSIGNED IS KNOWINGLY,
UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO RESIST THE ENTRY
OF JUDGMENT AGAINS T THE UNDERSIGNED AT THE COURTHOUSE, AND IS
CONSENTING TO THE CONFESSION OF JUDGMENT. THE UNDERSIGNED FURTHER IS
KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE UNDERSIGNED'S
RIGHT TO ANY PRIOR NOTICE OR HEARING PRIOR TO THE LENDER'S SEIZING OF
PROPERTY BY WRIT OF EXECUTION AGAINST BANK ACCOUNTS AND PERSONAL
AND/OR REAL PROPERTY AFTER THE ATTAINMENT OF A JUDGMENT BY CONFESSION.
l %.
INITIALS:
THE UNDERSIGNED ERTIFIES THAT THE NOTE WAS EXECUTED IN
CONNECTION WITH A COMMERCIAL TRANSACTION A ND DOES NOT INVOLVE A
CONSUMER TRANSACTION, THAT THE UNDERSIGNED'S INCOME EXCEEDS $101000.00
ANNUALLY, AND THAT THE UNDERSIGNED HAS RECEIVED A COPY OF THIS
DISCLOSURE AT THE TIME OF SIGNING.
DEED, LLC, a Pennsylvania limited liability
company, by all of it Members
By :
J f ey L. Rose
M40iber
B
Sdwax T bs
Member
BJJ Limited Partnership, Pennsylvania limited
partn7eh p, 11 o ita
By eral Partners
: .-, .-
a ey . R se
General e r er
By:
Edwar b
General Partner
% -- ,-1
By
J ff aL! Rose, Individually
By:
dward Tubbs, fIndi dually
Loan No. 1001-000047
?O aaa3s ?? . ?
OPEN-END MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE SECURES FUTURE ADVANCES
THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT ("Mortgage") given
as of the 20th day of June, 2005, by EJJ LIMITED PARTNERSHIP, a PennsyivanAmAd
partnership with an address of 1 Silvermaple Drive, Boiling Springs, PA 17007 ("Mottg&or"),-t#
AMERICHOICE FEDERAL CREDIT UNION, a federal credit union with an offices for':thc
transaction of business located at 2175 Bumble Bee Hollow Road, P.O. Box 1429, Mechat esb"uig
PA 17055 ("Mortgagee").
=D r3
WITNESSETH THAT:
A. Mortgagor is the owner of premises known as 324-326 Market Street in the Borough
of New Cumberland, Cumberland County, Pennsylvania.
B. Jeffrey L. Rose, Edward Tubbs, DEED, LLC, and Mortgagor {jointly and severally,
"Borrower'D have entered into a certain Loan Agreement dated of even date herewith (the "Loan
Agreement"), and terms not otherwise defined herein shall have the meanings ascribed thereto in the
Loan Agreement.
C. Execution and delivery of this Mortgage as security for the performance by Borrower
of its obligations under the Loan Agreement and under a certain Promissory Note in the original
principal amount of THREE HUNDRED NINETY THOUSAND DOLLARS ($390,000), dated of
even date herewith (the "Note"), are conditions to Mortgagee's execution and performance of the
Loan Agreement.
NOW, THEREFORE, in consideration of the indebtedness evidenced by the Note, the
mutual covenants and agreements set forth in the Loan Agreement and this Mortgage, and other good
and valuable consideration, the receipt of which is hereby acknowledged, and to secure (i) the
performance and observance by Borrower of all of the covenants and agreements on the part of
Borrower to be performed or observed under the Loan Agreement, (ii) the payment of all monies
evidenced by the Note and secured hereby, (iii) any sums advanced by Mortgagee pursuant to any of
the provisions of this Mortgage or the Loan Agreement, (iv) any further loans that may be made by
Mortgagee to Borrower or Mortgagor, and (v) the performance or observance by Mortgagor of its
covenants and agreements hereinafter set forth (all of the foregoing being hereinafter collectively
called the "Obligations Secured Hereby"), Mortgagor, intending to be legally bound, does hereby
grant, bargain, sell, convey, warrant, assign, transfer, mortgage, pledge, grant a security interest in
and set over and confirm unto Mortgagee, and its successors and assigns, all of its estate, right, title,
interest, property, claim and demand, now or hereafter arising, in and to the following property and
rights (all of Mortgagor's estate and interests therein, now or hereafter arising, being hereinafter
collectively called the "Mortgaged Property"):
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BK1911 595
(a) all the right, title, interest, property, claim and demand whatsoever of Mortgagor, now
owned or hereafter acquired, in and to the lands and premises more particularly described in Exhibit
A hereto, together with all and singular the tenements, hereditaments and appurtenances thereunto
belonging or in anywise appertaining, and also in and to (i) any land lying within the right-of-way of
any streets, open or proposed, adjoining the same, (ii) any easements, rights-of-way and rights used
in connection therewith or as a means of access thereto, and (iii) any and all sidewalks, alleys, strips
and gores of land adjacent thereto or used in connection therewith (all of the foregoing being
hereinafter collectively called the "Premises");
(b) all buildings, structures and other improvements (collectively, the "Improvements")
now or hereafter erected on the Premises;
(c) all machinery, apparatus, equipment, fittings, fixtures, furniture, building materials
and other articles of personal property, including all goods which become fixtures (collectively, the
"Equipment") now owned or hereafter acquired by Mortgagor and now or hereafter located on,
attached to or used in connection with the Premises and the Improvements, and all replacements
thereof, additions thereto and substitutions therefor;
(d) all rights, privileges, licenses, permits, authorizations and agreements now or
hereafter obtained by Mortgagor from any governmental authorities having jurisdiction over the
operation, management or use by Mortgagor of the Premises, the Improvements and the Equipment
or otherwise;
(e) all contracts, easements, licenses or agreements to which Mortgagor now or hereafter
is a party, either directly or indirectly, by assignment or otherwise, relating to the operation,
management or use by Mortgagor of the Premises, the Improvements and the Equipment;
(f) all leases of the Premises and Improvements, or any part thereof, now or hereafter
entered into, and all right, title and interest of Mortgagor thereunder, including cash or securities
deposited thereunder to secure performance by the tenants of their obligations thereunder, and
including further the right to receive and collect the rents thereunder (collectively, the "Leases" or,
individually, a "Lease");
(g) all accounts, deposit accounts and general intangibles, including, but not limited to,
all trademarks, trade names and patents and all right, title and interest of Mortgagor in and to all
unearned premiums accrued, accruing or to accrue under any and all insurance policies now or
hereafter obtained by Mortgagor, with respect to the Mortgaged Property;
(h) all proceeds of all of the foregoing and ofthe conversion, voluntary or involuntary, of
any of the foregoing into cash or liquidated claims, including, without limitation, all proceeds of the
insurance required by this Mortgage to be maintained by Mortgagor and all awards or other
compensation heretofore or hereafter made to Mortgagor with respect to any part of the Premises, the
Improvements and the Equipment as the result of any condemnation, including any awards for
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BK 19 1 1 PG4696
changes of the grades of streets and any awards for severance damages, all of which are hereby
assigned to Mortgagee, who is hereby authorized to collect and receive the proceeds thereof, to give
proper receipts and acquittances therefor and to apply the same to the payment of any of the
Obligations Secured Hereby, notwithstanding the fact that the same may not then be due and payable.
ALL TERMS used herein that are defined in the Pennsylvania Uniform Commercial Code,
as in effect on the date hereof and as hereafter amended (the "UCC"), shall have the meanings
ascribed to them in the UCC.
TO HAVE AND TO HOLD the Mortgaged Property hereby conveyed or mentioned and
intended so to be, unto Mortgagee, to its own use forever.
PROVIDED, HOWEVER, that if Mortgagor shall perform and discharge the Obligations
Secured Hereby in full according to the terms and provisions of the Loan Agreement, the Note and
this Mortgage and shall perform and observe each and every covenant and agreement on the part of
Mortgagor to be performed or observed contained in the Loan Agreement, the Note and this
Mortgage, then this Mortgage and the estate hereby granted shall cease, terminate and become void.
MORTGAGOR REPRESENTS, COVENANTS AND WARRANTS to and with
Mortgagee as follows, until all of the Obligations Secured Hereby are fully performed:
1. Payment and Performance. Mortgagor shall punctuallypay the prineipal, interest and
all other sums due or to become due under the Note, the Loan Agreement or this Mortgage at the
time and place and in the manner specified therein. Mortgagor shall perform and comply with all the
obligations, agreements, conditions, covenants, provisions and stipulations of the Note, the Loan
Agreement, this Mortgage and all other related documents (collectively, the "Loan Documents").
2. Warranty of Title. Mortgagor has good, marketable and unencumbered title to all of
the Mortgaged Property, and this Mortgage, upon recordation, will constitute a valid and enforceable
first lien on the Mortgaged Property.
3. Maintenance, Management and Operation of Mortgaged Property. Mortgagor, at its
sole cost and expense, shall keep and maintain or cause to be kept and maintained the Mortgaged
Property and all Improvements now or at any time hereafter erected on any part of the Mortgaged
Property in good order, condition and repair, and will make or cause to be made, as and when
necessary, all repairs, renewals and replacements, structural and nonstructural, exterior and interior,
ordinary and extraordinary, necessary to maintain such order, condition and repair. Mortgagor shall
abstain from and shall not permit the commission of waste in or about the Mortgaged Property; shall
not remove or demolish any portion of the Mortgaged Property or alter the structural character of any
building erected at any time on the Mortgaged Property without the prior written consent of
Mortgagee; shall maintain the Mortgaged Property in good repair, reasonable wear and tear excepted;
shall not remove, sell or otherwise dispose of any fixture or Personal property without the prior
written consent of Mortgagee (unless the same shall be replaced or substituted by fixtures or personal
-3-
B191 1 FG4697
property of like character and equivalent value and not subject to any encumbrance or security
interest and such replacement or substitution shall be encumbered by the Mortgage); shall not permit
the Mortgaged Property to become deserted or abandoned; and shall comply with any present or
future municipal, city, county, state, federal or other governmental' law, order, rule, ordinance or
regulation affecting the Mortgaged Property. Mortgagee shall have the right, but not the duty, to
enter upon the Mortgaged Property at any reasonable hour to inspect the order, condition and repair
thereof. If the Mortgaged Property or any part thereof is damaged by fire or any other cause,
Mortgagor will give immediate written notice thereof to Mortgagee.
4. Insurance.
(a) Mortgagor shall keep the Mortgaged Property continuously insured against
loss or damage by fire, with extended coverage, and coverage against loss or damage by
vandalism, malicious mischief, sprinkler leakage and against other hazards as Mortgagee
may reasonably require from time to time and in such amounts as Mortgagee shall from time
to time require (but such amount shall in no event be less than the greatest of (i) one hundred
percent (10(r/o) of the "Full Replacement Cost" of the Improvements and the Equipment,
without deduction for depreciation; (ii) an amount sufficient to prevent Mortgagee from
being a coinsurer within the terms of the applicable policies; and (iii) the maximum principal
amount of the Obligations Secured Hereby). "Full Replacement Cost", as used herein, shall
mean the cost of replacing the Equipment and the Improvements, exclusive of the cost of
excavations, foundations and footings below the lowest basement floor. Mortgagor shall also
maintain comprehensive general public liability and property damage insurance (with
contractual liability endorsement) in such amounts as Mortgagee may reasonably require.
During the course of any construction or repair of the Mortgaged Property, Mortgagor shall
maintain builder's completed value risk insurance against "all risks of physical loss",
including collapse and transit coverage, in nonreporting form, covering the total value of
work performed and equipment, supplies and materials furnished.
(b) If required by Mortgagee, in addition to the forms of coverage required under
subparagraph 4(a) above, Mortgagor shall continuously maintain the following types of
insurance with respect to the Mortgaged Property:
(i) business interruption insurance and loss of "rental value" insurance
for a period at least twelve (12) months;
(ii) workers' compensation insurance for all employees of Mortgagor
employed on or with respect to any of the Mortgaged Property;
(iii) sprinkler, boiler and machinery insurance covering pressure vessels;
air tanks; boilers; machinery and pressure piping; and sprinkler, fire
extinguishing, heating, air conditioning, elevator and escalator
systems, machinery and equipment;
-4-
BK1911PG4 98
(iv) plate glass insurance; and
(v) flood insurance (if the Mortgaged Property is within an area
designated as a flood risk area by the United States Department of
Housing and Urban Development).
(c) All policies, including policies for any amounts carried in excess of the
required minimum and policies not specifically required by Mortgagee, shall be issued by
companies reasonably satisfactory to Mortgagee, shall be maintained in full force and effect
by Mortgagor, shall be delivered to Mortgagee, shall be endorsed with a standard mortgagee
clause in favor of Mortgagee, not subject to contribution, and shall provide for at least thirty
(30) days notice of cancellation to Mortgagee.
(d) All renewal policies shall be delivered, premiums prepaid, to Mortgagee at
least thirty (30) days before expiration of the old policies.
(e) If required insurance, or any part thereof, shall expire, or be cancelled, or
become void or voidable by reason of Mortgagoes breach of any condition thereof, or if
Mortgagee determines that such coverage is unsatisfactory by reason of the failure or
impairment of the capital of any company in which the insurance may then be carried,
Mortgagor shall place new insurance, reasonably satisfactory to Mortgagee, on the
Mortgaged Property.
(f) In the event of loss, Mortgagor will give immediate written notice thereof to
Mortgagee, and Mortgagee may make proof of loss if not made promptly by Mortgagor.
Each insurance company concerned is hereby authorized and directed to make payment under
such insurance, including return of unearned premiums, to Mortgagor and Mortgagee jointly,
and Mortgagor hereby appoints Mortgagee irrevocably, as Mortgagor's attorney-in-fact to
endorse any draft therefor. The proceeds of any such insurance shall be payable to
Mortgagee, and Mortgagee may elect to apply such proceeds to any part of the Obligations
Secured Hereby (notwithstanding that any of the Obligations Secured Hereby may not then
be due and payable) or to the repair and restoration of any part of the Mortgaged Property. In
the l attar event, such proceeds shall be held by Mortgagee and advanced to or for the account
of Mortgagor for the repair and restoration of the Mortgaged Property pursuant to plans and
specifications approved by Mortgagee byperiodic disbursements in an amount not exceeding
the verified cost of the work completed since the last disbursement. Mortgagee may impose
such other requirements as a condition to disbursement as are customarily imposed by
construction lenders.
5. Taxes, Liens and Other Charges.
(a) Mortgagor shall promptly discharge, or cause to be discharged, all taxes,
-5-
8 1911PG4599
assessments, liens, encumbrances and charges upon the Mortgaged Property, or any part
thereof or interest therein, other than those otherwise expressly permitted herein or in the
Loan Agreement (hereinafter "Permitted Encumbrance"). Notwithstanding the foregoing,
Mortgagor shall have the right to contest in good faith by appropriate proceedings the validity
of any such lien, encumbrance or charge, provided, however, that Mortgagor shall first
deposit with Mortgagee a bond or other security satisfactory to Mortgagee in such amount as
Mortgagee shall reasonably require;, and provided, further, that Mortgagor shall thereafter
diligently proceed to cause such lien, encumbrance or charge to be removed and discharged.
(b) Mortgagor shall promptly pay, or cause to be paid, any indebtedness secured
by any Permitted Encumbrance promptly as the same becomes due and payable and shall
perform or observe, or cause to be performed or observed, all covenants, agreements and
conditions, if any, on its part to be performed or observed under any such Permitted
Encumbrance. Mortgagor shall promptly notify Mortgagee of any default or event which
with notice or lapse of time or both would become such a default under any Pemutted
Encumbrance entitling the holder or beneficiary thereof to foreclose, sell or otherwise
terminate Mortgagor's estate and interests or rights in, or to exclude Mortgagor from
possession of, the Mortgaged Property or the part thereof so affected by the Permitted
Encumbrance, promptly after such default or event becomes known to Mortgagor.
b. Escrow Account. Mortgagor shall, upon the request of Mortgagee, pay to Mortgagee
monthly at the time when such monthly installment ofprincipal and/or interest is payable an amount
equal to one-twelfth (1/12) of the annual premiums for such fire and extended coverage insurance
and such annual real estate taxes, water rents, sewer rents, special assessments, and any other tax,
assessment, claim, lien or encumbrance which may at any time be or become a lien upon the Project
prior to the lien of this Mortgage, and on demand from time to time shall pay to Mortgagee
additional sums necessary to pay such premiums and other payments, all as estimated by Mortgagee,
the amounts so paid to be security for such premiums and other payments and to be used in payment
thereof. No amount so paid shall be deemed to be trust funds but may be commingled with general
funds of Mortgagee, and no interest shall be payable thereon. I? pursuant to any provision of this
Mortgage, the whole amount of said principal debt, or any installment of interest or principal and
interest remaining becomes due and payable, Mortgagee shall have the right at its election to apply
any amounts so held against the entire indebtedness secured hereby.
7. Litigation Affecting Mortgaged Property. Mortgagor shall appear in and contest any
action or proceeding purporting to affect the security hereof or the rights or powers of Mortgagee,
and shall pay, within a reasonable time after dem and therefore all costs and expenses, including costs
of evidence of title and attorney's fees, in any such action or proceeding in which Mortgagee may
appear.
8. Documentary and Other Stamps. If at any time the United States, State of
Pennsylvania or any political subdivision thereof, or any department or bureau of any of the
foregoing shall require documentary, revenue or other stamps on the Obligations Secured Hereby or
-6-
8K 19 11 PG4700
on this Mortgage, Mortgagor, on demand, shall pay such amounts with any interest or penalties
payable thereon.
9. Other Taxes. If any law or ordinance hereafter imposes a tax directly or indirectly on
Mortgagee with respect to the Mortgaged Property, the value of Mortgagor's equity therein, or the
indebtedness evidenced by the Note and secured by this Mortgage, Mortgagor shall promptly pay
such tax. Mortgagor shall also pay all withholding, unemployment, sales and any and all other trust
taxes as they become due and payable.
10. Right of Entry. Mortgagee, and its agents, representatives and employees, are
authorized to enter at any reasonable time upon any part of the Mortgaged Property for the purpose
of inspecting the same and for the purpose of performing any of the acts they are authorized to
perform under the terms of this Mortgage.
11. Limitations of Use. Mortgagor shall not initiate, join in or consent to any change in
any private restrictive covenant, zoning ordinance or other public or private restriction which would
materially detract from, or limit, the value of the Mortgaged Property or any part thereof.
12. Required Notices. Mortgagor shall notify Mortgagee promptly of the occurrence of
any of the following, in addition to any other notice required by any other provision of this
Mortgage:
(a) a fire or other casualty causing damage to the Mortgaged Property,
(b) receipt of notice of eminent domain proceedings or condemnation of the
Mortgaged Property,
(c) receipt of written notice from any governmental authority relating to the
structure, use or occupancy of any portion of the Mortgaged Property, which will have a
material adverse effect on the Mortgaged Property, and
(d)' commencement of any litigation against Mortgagor which, if successful, will
have a material adverse effect upon the Mortgaged Property.
13. Condemnation. If any part of the Mortgaged Property is condemn by any lawful
authority for any public or quasi-public use or purpose, any award or payment arising therefrom, at
the option of Mortgagee, shall be applied first to pay the Obligations Secured Hereby. No settlement
for the damages sustained thereby shall be made by Mortgagor without Mortgagee's prior written
approval thereof. If the amount of an initial award of damages for the condemnation is insufficient
to pay the amount of the Obligations Secured Hereby in full with interest, penalties, and costs,
Mortgagee shall have the right to file an appeal or such other legal proceedings as legal counsel may
advise to be appropriate under the circumstances in the name of Mortgagor or of Mortgagee (for
which action Mortgagee or such counsel as it chooses is hereby irrevocably appointed
_7_
BK 191 1 PG47D
attorney-in-fact for Mortgagor), and to prosecute same to final conclusion or otherwise dispose
thereof, in which event the expenses of the appeal or other appropriate legal proceedings, including
but not limited to counsel fees, shall be, first paid out of the proceeds, and no credit shall be given on
account of the mortgage debt other than a credit for the amount, if any, whereby the final proceeds
exceed all such expenses. Nothing in this covenant or elsewhere in this Mortgage shall limit rights
otherwise available at law to Mortgagee, including but not limited to rights to intervene as a party to
any condemnation proceeding. Any and all compensation, awards, damages, claims, rights of action
and proceeds hereunder are hereby assigned by the Mortgagor to the Mortgagee, to be applied as
herein provided. The Mortgagor agrees to execute any assignment agreements that the Mortgagee
may require in furtherance thereof.
14. Completion of Construction. Mortgagor shall complete and, with in a reasonable
time, shall pay for any construction which is commenced at any time on the Mortgaged Property free
of any mechanics liens or other liens arising in connection with such construction.
15. Mortgagee's Right to Remedy Defaults. If Mortgagor should fail to pay any
applicable taxes, license fees, insurance premiums, assessments, charges and claims, or permit waste,
Mortgagee, at its election and without prior notice to Mortgagor, shall have the right to make any
payment or expenditure and to take any action which Mortgagor should have made or taken, or
which Mortgagee deems advisable to protect the security of this Mortgage or the Mortgaged
property, without prejudice to any of Mortgagee's rights or remedies available hereunder or
otherwise, at law or in equity. All such sums, as well as costs, advanced by Mortgagees pursuant to
this Mortgage shall be due immediately from Mortgagor to Mortgagee, shall be secured hereby and
the lien therefor shall relate back to the date of this Mortgage, and shall bear interest at the rate from
the date of payment by Mortgagee until the date of repayment.
16. Transfer of Title. Any transfer by sale, assignment, gift, devise, encumbrance, lease,
operation of law or otherwise of any legal or equitable interest in all or any portion of the Mortgaged
property or of any interest in the Mortgagor shall have the same consequences as an Event of Default
respecting the Obligations Secured Hereby. Upon the occurrence of any such transfer, Mortgagee,
without prior notice or the elapse of any period of grace or the right to cure, shall have the right to
declare all Obligations Secured Hereby immediately due and payable, and shall have the right to
exercise all remedies provided in the Loan Agreement, the Note, this Mortgage, or otherwise at law.
17. Late Charges. In the event any installment ofprincipal and interest or payments into
the escrow account shall become overdue, Mortgagee may impose a late charge of an additional five
percent (5%) on all sums not paid when due.
18. Events of Default. The following shall constitute an Event of Default hereunder:
(a) Borrower or Mortgagor (i) shall fail to pay any amount when due, or (ii)
subject to any right of Borrower or Mortgagor to prior notice of and the opportunity to cure
any such Event of Default, shall fail to perform or observe, or cause to be performed or
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BK 19 11 PG 4 7 0 2
observed, any of its covenants or agreements contained in the Loan Documents, including
this Mortgage;
(b) Mortgagor shall sell, lease or otherwise convey, directly or indirectly, in a
single transaction or in a series of related transactions, or by operation of law, any of the
Mortgaged Property or any interest in 'Mortgagor without Mortgagee's express written
consent;
(c) Mortgagor shall fail to perform or observe, or cause to be performed or
observed, any of the terms, covenants and conditions contained in any Ground Lease, if any,
on the part of Mortgagor to be performed or observed thereunder and such failure shall
continue beyond any applicable period of grace set forth in the Ground Lease;
(d) if any representation or warranty made by Mortgagor herein or in the Loan
Documents or in any other document submitted by or on behalf of Mortgagor pursuant hereto
or thereto shall prove to be incorrect in any material respect when made;
(e) if a court having jurisdiction shall enter (i) a decree or order for relief in
respect of Mortgagor in an involuntary case or proceeding under any applicable Federal or
state bankruptcy, insolvency, reorganization or other similar law, or (ii) a decree or order
adjudging Mortgagor a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization arrangement, adjustment or composition of or in respect of Mortgagor
under any applicable Federal or state law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestratoror other similar official ofMortgagor or of any substantial part
of its property or ordering the winding up or liquidation of its affairs, and any such decree or
order for relief or any such other decree or order shall continue unstayed and in effect for a
period of 64 consecutive days; or
(0 if Mortgagor shall (i) commence a voluntary case or proceeding under any
applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or any
other case or proceeding to be adjudicated a bankrupt or insolvent, or (ii) consent to the entry
of a decree or order for relief in respect of Mortgagor in any involuntary case or proceeding
under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar
law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or (iii) file any petition, answer or consent seeking reorganization or relief under any
applicable Federal or state law, or (iv) consent to the filing of any petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of Mortgagor or of any substantial part of its property, or (v)
make an assignment for the benefit of creditors, or (vi) be unable, or admit in writing its
inability, to pay its debts as they become due, or (vii) take any action in furtherance of any of
the foregoing.
-9-
1911PG4703
19. Remedies.
(a) Upon the occurrence of any Event of Default, Mortgagee shall, in addition to
any other remedies available at law or in equity, be entitled to exercise the following
remedies forthwith:
(i) enter and take possession of the Mortgaged Property or any part
thereof, exclude Mortgagor and all persons claiming under Mortgagor whose claims
are junior to the lien of this Mortgage wholly or partly therefrom, and, operate, use,
manage and control the same, either in the name of Mortgagor or otherwise, ark upon
such entry, from time to time, at the expense of Mortgagor and of the Mortgaged
Property, make all such repairs, replacements, alterations, additions or improvements
thereto as Mortgagee may deem proper, and, to the extent Mortgagor may do so,
collect and receive the rents, revenues, issues, profits, royalties, income and benefits
thereof and apply the same, to the extent permitted by law, to the payment of all
expenses which Mortgagee may be authorized to make under the provisions of this
Mortgage and applicable law, the remainder to be applied to the payment,
performance and discharge of the Obligations Secured Hereby;
(ii) personally, or, to the extent permitted by law, by agents, with or
without entry.
(A) sell the Mortgaged Property or any part thereof to the highest
bidder or bidders at public auction at a sale or sales held at such place or
places and time or times and upon such notice and otherwise in such manner
as may be required by law, or in the absence of any such requirement, as
Mortgagee may deem appropriate, and from time to time act ourn such sale by
announcement at the time and place specified for such sale or for such
adjourned sale or sales without further notice except such as may be required
by law; or
(B) take all steps to protect and enforce the rights of Mortgagee
under this Mortgage by suit for specific performance of any covenant herein
contained, or in aid of the execution of any power herein granted, or for the
foreclosure of this Mortgage and the sale of the Mortgaged Property or any
part thereof pursuant to the judgment or decree of a court of competent
jurisdiction, or for the enforcement of any other rights as Mortgagee shall
deem most effectual for such purpose; or
(iii) exercise any or all of the remedies available to a secured party under
the UCC, including, without limitation:
(A) either personally or by means of a court appointed receiver,
-1 a
BK1911PG4704
take possession of all or any of the Mortgaged Property and exclude
therefrom Mortgagor and all others claiming under Mortgagor, and thereafter
hold, store, operate, use, manage, maintain and control, make repairs,
replacements, alterations, additions and improvements to and exercise all
rights and powers of Mortgagor in respect of the Mortgaged Property or any
part thereof, or cause the some to be operated by a person or entity selected by
Mortgagee; and in the event the Mortgagee demands or attempts to take
possession of the Mortgaged Property in the exercise of any rights hereunder
or under the Agreements, Mortgagor shall promptly turn over and deliver
complete possession thereof to Mortgagee;
(B) without notice to or demand upon Mortgagor make such
payments and do such acts as Mortgagee may deem necessary to protect the
security interest granted hereby, including, without limitation, paying,
purchasing, contesting or compromising any encumbrance, charge or lien
which is prior or superior thereto, and in exercising any such powers or
authority to pay all expenses incurred in connection therewith;
(C) require Mortgagor to assemble the Mortgaged Property or any
portion thereof, at a place designated by Mortgagee and reasonably
convenient to both parties, and promptly to deliver such Mortgaged Property
to Mortgagee, or an agent or representative designated by it, it being
understood that Mortgagee, and its agents, representatives and employees,
shall have the right to enter upon any or all of Mortgagor's premises and
property to exercise Mortgagee's rights hereunder,
(D) sell, lease or otherwise dispose of the Mortgaged Property at
public or private sale, with or without having the Mortgaged Property at the
place of sale, and upon such terms and in such manner as Mortgagee may
determine, and Mortgagee may be a purchaser at any such sale; and
(E) unless the Mortgaged Property is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, give Mortgagor no more than 5 days' prior notice of the time and
place of any public sale of the Mortgaged Property or other intended
disposition thereof, which shall be deemed to be a reasonable period of time
for purposes of notice. As to any personal property subject to Article 9 of the
UCC included in the Mortgaged Property, Mortgagee may proceed under the
UCC or proceed as to both real and personal property in accordance with the
provisions of this Mortgage and the rights and remedies Mortgagee has in
respect of the Premises and treat both the real and personal property included
in the Mortgaged Property as one parcel or package of security.
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1911PG4705
(iv) institute and maintain an action on the Note, and
(v) have NDOMENT ENTERED BY CONFESSION pursuant to any
power to confess judgment contained in any Loan Document.
(b) In any action to foreclose this Mortgage, Mortgagee to the extent permitted by
law, shall be entitled as a matter of right to the appointment of a receiver of Mortgagor's
interest in the Mortgaged Property and the rents, revenues, issues, profits, royalties, income
and benefits thereof, without notice or demand, and without regard to the adequacy of the
security for the Obligations Secured Hereby or the solvency of Mortgagor. In the event
Mortgagor fails or refuses to surrender possession of the Mortgaged Property after any
foreclosure of this Mortgage, Mortgagor shall be deemed a tenant at sufferance, subject to
eviction by means of forcible entry and detainer proceedings, provided that this remedy is not
exclusive or in derogation of any other right or remedy available to Mortgagee under any
provision of this Mortgage or pursuant to any judgment or decree of court.
(c) In any sale under any provision of this Mortgage or pursuant to any j udgment
or decree of court, the Mortgaged Property, or any part ' thereof, to the extent permitted by
law, may be sold in one or more parts or parcels or as an entirety and in such order as
Mortgagee may elect, without regard to the right of Mortgagor, or any person claiming under
it, to the marshalling of assets.
(d) The purchaser at any such sale shall take title to the Mortgaged property or the
part thereof so sold five and discharged of the estate of Mortgagor therein, the purchaser
being hereby discharged from all liability to see to the application of the purchase money.
Any sale or sales made under or by virtue of this Mortgage, to the extent not prohibited by
law, shall operate to divest all the estate, right, title, interest, property,, claim and demand
whatsoever, whether at law or in equity, of Mortgagor in, to and under the Mortgaged
Property, or any portions thereof so sold, and shall be a perpetual bar both at law and in
equity against Mortgagor, its successors and assigns, and against any and all persons
claiming or who may claim the same, or any part thereof, by, through or under Mortgagor, or
its successors or assigns. The powers and agency herein granted are coupled with an interest
and are irrevocable.
20. Default Interest. In the event of a default, interest on the unpaid balance of the Note
shall be paid at the Default Interest Rate as defined in the Note, rather than at the rate provided in the
Note prior to default, from the date of default until all defaults are cured or all of the Obligations
Secured Hereby are fully paid.
21. Rights and Remedies Cumulative.
(a) The rights and remedies of the Mortgagee as provided in this Mortgage, in the
Loan Agreement, in the Note and in any other related loan document shall be cumulative and
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N 191 1 PG4706
concurrent; may be pursued separately, successively or together against Borrower or
Mortgagor or against the Mortgaged Property or any other Collateral for the Loan, at the sole
discretion ofMortgagee, and may be exercised as often as occasion therefor shall arise. The
failure to exercise any such right or remedy shall in no event be construed as a waiver or
release thereof.
(b) Any failure by Mortgagee to insist upon strict performance by Borrower or
Mortgagor of any of the terms and provisions of this Mortgage, the Loan Agreement, the
Note or any other related loan document shall not be deemed to be a waiver of any of the
terms or provisions thereof, and Mortgagee shall have the right thereafter to insist upon strict
performance by Mortgagor of any and all of them.
(c) Neither Mortgagor nor any other person now or hereafter obligated to perform
any or all of the obligations now or hereafter secured by this Mortgage shall be relieved or
discharged of such obligation by reason of the failure of Mortgagee to comply with any
request of Mortgagor or of any other person so obligated to take action to foreclose on this
Mortgage or otherwise enforce any provisions of the Note, the Loan Agreement, this
Mortgage or any related document, or by reason of the release, regardless of consideration, of
all or any part of the security held for the indebtedness secured by this Mortgage, or by
reason of any agreement or stipulation between any subsequent owner of the Mortgaged
Property and Mortgagee extending the time for performance or modifying the terms of the
Note, the Loan Agreement, this Mortgage or any related loan document without first having
obtained the consent of Mortgagor or such other person.
(d) Mortgagee may release, regardless of consideration, any part of the
Obligations Secured Hereby without, as to the remainder of the security, in any way
impairing or affecting the lien of this Mortgage or its priority over any subordinate lien.
(c) For payment of the Obligations Secured Hereby Mortgagee may resort to any
other security therefor held by Mortgagee in such order and manner as Mortgagee may elect.
22. Mortgagor's Waivers. Mortgagor hereby waives and releases:
(a) All errors, defects, and imperfections of a procedural nature in any proceeding
instituted by Mortgagee under the Note, the Loan Agreement, this Mortgage or any related
loan document or all of the foregoing;
(b) All benefit that might accrue to Mortgagor by virtue of any present or future
law exempting the Mortgaged Property, or any part of the proceeds arising from any sale
thereof, from attachment, levy or sale on execution, or providing for any stay of execution,
exemption from civil process or extension of time for payment; and
(c) Unless specifically required herein, all notices of Mortgagor's default or of
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{1911PG4707-
Mortgagee's election to exercise, or Mortgagee's actual exercise of, any option, right or
remedy under this Mortgage or any of the Loan Documents.
23. Counsel Fees. If Mortgagee becomes a party to any suit or proceeding (including,
without limitation, appellate and bankruptcy proceedings) affecting the Mortgaged Property or title
thereto, the lien created by this Mortgage or Mortgagee's interest therein, or if Mortgagee engages
counsel to enforce performance of the agreements, conditions, covenants, provisions or stipulations
of any of the related Loan Documents, Mortgagee's costs, expenses and reasonable counsel fees,
whether or not suit is instituted, shall be paid to Mortgagee by Mortgagor on demand, and until paid
they shall be deemed to be part of the Obligations Secured Hereby. The foregoing shall not apply to
suits against Mortgagee based upon Mortgagee's acts or omissions except in enforcing its rights
under this Mortgage.
24. Further Assurances. Mortgagor will execute and deliver such further instruments and
perform such further acts as may be reasonably requested by Mortgagee from time to time to confirm
the provisions of any of the Loan Documents to carry out more effectively the purposes of this
Mortgage or the other documents securing the Mortgagor's obligation, or to confirm the priority of
the lien created by this Mortgage on any property, rights or interest encumbered or intended to be
encumbered by the lien of this Mortgage or the other documents securing the Obligations Secured
Hereby.
25. Leases. The Mortgagor will comply with and observe its obligations as Landlord
under all Leases affecting the Mortgaged Property or any part thereof. No existing or future lease
shall be cancelled, surrendered, or modified without the written consent of Mortgagee. Mortgagor
shall notify the Mortgagee immediately of any default asserted by any tenant under such a Lease. If
Mortgagor fails to cure such default on its part; as landlord in any such lease, then Mortgagor
expressly authorizes Mortgagee, at its option, to cure such default to prevent its termination, and the
Leases shall set forth the foregoing provisions. If, by reason of default of Mortgagor in the
performance of any such Lease, the tenant has the right to cancel the Lease or to claim any
substantial diminution of or offset against further rents, then, at the option of Mortgagee, such
default shall be a default under the Note and this Mortgage. Mortgagor agrees that it will not without
the written consent of the Mortgagee, receive or collect rents from any tenant, subtenant,
undertenant, or other occupant for a period of more than one (1) month in advance, nor will
Mortgagor permit any reduction in the monthly rentals as stated in any Lease without the written
consent of the Mortgagee. The Mortgagor upon request, from time to time, but not more often than
annually unless a default shall have occurred under this Mortgage, will finnish to the Mortgagee in
such reasonable detail as it may request, certified copies of all Leases relating to the Mortgaged
Property, and on demand, the Mortgagor will furnish to the Mortgagee executed counterparts of any
and all such Leases. Further, the Mortgagor, upon request, will famish to the Mortgagee information
relative to the occupancy and vacancy rates of the Mortgaged Property, if applicable.
26. Assignment of Leases and Rents. As further security for payment and performance of
the Obligations Secured Hereby, Mortgagor assigns to Mortgagee all Leases applicable to the
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8K 191 1 PG 4 7 0 8
Mortgaged Property already in existence and to be created in the future, together with all rents to
become due under existing or future Leases. In any such case, Mortgagor hereby confers on
mortgagee the exclusive power, to be used or not in its sole discretion, to act as agent, or to appoint a
third person to act as agent for Mortgagor with power to take possession of, and collect all rents
arising from, the Mortgaged Property and apply such rents, at the option of Mortgagee, to the
payment of the mortgage debt, taxes, costs of maintenance, repairs, expanses incident to managing
and other expenses, in such order or priority as Mortgagee may in its sole discretion determine, and
to turn any balance remaining over to Mortgagor, but such collection of rents shall not operate as an
affirmance of the tenant or the Lease in the event Mortgagor's title to the Mortgaged Property should
be acquired by Mortgagee. Mortgagee shall be liable to account only for rents and profits actually
received bymortgagee. In exercising any of the powers in this paragraph contained, Mortgagee may
also take possession oL and for these purposes use, any and all personal property contained in the
Mortgaged properly and used by Mortgagor in the rental or leasing thereof.
27. Security Agreement.
(a) This mortgage constitutes both a real property mortgage and a "security
agreement," within the meaning of the Uniform Commercial Code in effect in the State of
Pennsylvania as the same may be amended, from time to time, and the Mortgaged Property
includes loth real and personal property and all other rights and interest, whether tangible or
intangible in nature, of Mortgagor in the Mortgaged Property. Mortgagor by executing and
delivering this Mortgage has granted to Mortgagee, as security for the Obligations Secured
Hereby, a security interest in the personal property comprising the Mortgaged Property. The
security interest granted hereby shall be and shall remain a first lien on all such property, and
Mortgagor covenants and agrees not to create, nor permit to accrue, upon all or any part of
the Mortgaged Property, any debt, lien or charge which would be prior to, or on apwity with,
the lien created hereby except purchase money security interests granted to third parties in
connection with the acquisition of additional equipment under and subject to the terms and
conditions set forth hereinafter.
(b) it is understood and agreed that to protect the Mortgagee against the effect of
the UCC, in the event that (i) any fixture on the Premises is replaced or added to, or any new
fixture is installed or substituted by the Mortgagor, and (ii) such fixture is or may be subject
to a security interest held by a seller or any other party:
(l) Mortgagor or any owner, occupant or tenant shall, before the
replacement, addition, installation or substitution of any such fixture, obtain the
written approval of Mortgagee, and give Mortgagee written notice that a security
agreement with respect to such fixture has been or will be consummated, which
notice shall contain the following information:
A. A description of the fixtures to be replaced, added to, installed
or substituted;
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1911PG4709
B. A recital of the address at which the fixtures will be replaced,
added to, installed or substituted;
C. A statement of the name and address of the holder and amount
of the security interest; and
D. The date of the purchase of such fixtures.
The failure of Mortgagor to give such notice shall be a material breach of
Mortgagor's covenants under this Mortgage, and shall, at the option of Mortgagee,
constitute an Event of Default hereunder, entitling Mortgagee to all rights and
remedies provided for herein upon the occurrence of an Event of Default.
(2) Mortgagee may, at its option, at any time, pay the balance due under
said security agreement and the amount so paid shall be (A) a lien on the Mortgaged
Property; (B) added to the amount of the Note or other Obligations Secured Hereby,
and (C) payable on demand with interest at the rate of eighteen percent (18%) per
annum from the time of such payment as aforesaid; and if Mortgagor shall be in
default thereof for fifteen (15) days after demand, the Obligations Secured Hereby,
together with all arrearages of interest thereon, shall, at the option of Mortgagee, its
successors and assigns, become due and payable immediately thereafter, anything
contained in this Mortgage or the Note to the contrary notwithstanding; or Mortgagee
shall have the privilege of acquiring by assignment from the holder of said security
interest any and all contract rights, accounts receivable, chattel paper, general
intangibles, negotiable or non-negotiable instruments, or other evidence of
Mortgagor's indebtedness for such fixtures, and, upon acquiring such interest as
aforesaid by assignment, shall have the right to enforce the security interest as
assignee thereof, in accordance with the terms and provisions of the UCC, as
amended or supplemented, and in accordance with law.
(c) Whether or not Mortgagee has paid or taken an assignment of such security
interest, if at any time Mortgagor shall be in default under the security agreement covering
such fixtures, such default shall be a material breach of Mortgagor's covenants under this
Mortgage and shall, at the option of Mortgagee, constitute a default under this Mortgage, and
the principal sum secured hereby, with all arrearages of interest thereon shall, at the option of
Mortgagee, become due and be due and payable immediately, anything contained in this
Mortgage, the Note, the Loan Agreement or any related loan document to the contrary
notwithstanding.
(d) Mortgagor shall execute, file and rcfile such financing statements or other
security agreements as Mortgagee shall require from time to time with respect to the
Equipment.
-16-
{ 1911 PG471 0
28. Subordinate Financing.
(a) Mortgagor covenants and agrees that it will not further encumber or mortgage
the Mortgaged Property, or any part thereof, or any interest therein and will not execute,
deliver or take back any mortgage or mortgages without the prior written consent of
Mortgagee having been first obtained. Any mortgage or mortgages consented to in writing
by Mortgagee (hereinafter referred to as "Subordinate Mortgage") must contain provisions to
the effect that in the event of any action to enforce a Subordinate Mortgage by any method
provided or permitted by law including, without limitation, foreclosure, receivership or
action as a mortgagee in possession (i) no tenants under Leases of all or any part of the
Mortgaged Property will be made parties defendant nor will any other action be taken with
respect to such tenants which would result in the termination of their Leases or tenancies
without the prior written consent of Mortgagee; (ii) the rents, income, receipts, revenues,
issues and profits issuing from the Mortgaged Property, or from any Lease of all or any part
thereof, shall not be collected, except through a receiver appointed by a court after notice of
application for such appointment has been given to Mortgagee; the money collected by the
receiver shall be first applied and used for the payment of interest and principal due and
owing under this Mortgage and the Obligations Secured Hereby, real estate taxes, water
rents, sewer rents, assessments or other governmental charges affecting the Mortgaged
Property, and all other maintenance and operating charges and disbursements incurred in
connection with the operation and maintenance of the Mortgaged Property, and if during the
pendency of any such mortgage enforcement proceeding relating to any Subordinate
Mortgage, action is instituted for the foreclosure of such Subordinate Mortgage or for the
appointment of a receiver, and an application is made by Mortgagee hereunder for an
extension of such receivership for the benefit of Mortgagee, any and all funds collected by
the receiver prior to the date of such application shall be held by such receiver and applied
solely for the benefit of the Mortgagee hereunder and the holder of such Subordinate
Mortgage shall not be entitled to any part thereof, unless and until there is a surplus
remaining after all of the aforesaid payments and any other necessary payments; (iii)
immediate notice of the institution of such enforcement proceedings, inching, without
limitation, foreclosure or receivership proceedings or actions as a mortgagee in possession
shall be given to Mortgagee and true copies of all papers served or entered in such
enforcement proceedings shall be served upon Mortgagee; and (iv) any check, draft, or order
for the payment of money representing the proceeds of any fire or other casualty insurance
policy or representing any other payment growing out of or connected with said policies with
respect to the Mortgaged Property, or any part thereof, which is payable to the holder of any
Subordinate Mortgage shall be promptly endorsed by the holder of the Subordinate Mortgage
to the order of the holder of this Mortgage and the holder of the Subordinate Mortgage in the
Subordinate Mortgage shall irrevocably waive any and all rights in and to such proceeds and
payments unless and until there is a surplus remaining after the application of such proceeds
in the manner provided under this Mortgage.
(b) Within ten (10) days after the date on which any Subordinate Mortgage is
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K191 IPG471 I
executed and delivered or taken back, Mortgagor shall deliver to Mortgagee a waiver of
defenses endorsement to the title insurance policy or policies from the title insurance
company or companies insuring this Mortgage which provides that each such title insurance
company insures the holder of the Obligations Secured Hereby (a) against any loss of
principal, interest or other sums so secured which the insured, under the title insurance policy
issued by the title insurance company, shall sustain by reason of any impairment of the lien
thereof on the Mortgaged Property, occasioned by the execution of the Subordinate Mortgage
and any consent thereto given by the insured; and (b) that the title insurance company will
not claim that as a result of execution and delivery of the Subordinate Mortgage, or any
consent thereto by the insured under the title insurance policy issued by such title insurance
company, that its liability for the payment of any loss or damage, in accordance with the
terms and provisions of said policy, has been waived or surrendered by the insured under the
title insurance policy issued by such title insurance company.
(c) A fully executed counterpart of each Subordinate Mortgage shall be delivered
to Mortgagee by Mortgagor within ten (10) days after the execution and delivery thereof by
Mortgagor.
(d) Each Subordinate Mortgage shall contain an express covenant to the effect
that notwithstanding any other provision of such Subordinate Mortgage, it is in all respects
subject and subordinate to the lien and terms, provisions agreements, covenants and
conditions of this Mortgage and that the holder of such Subordinate Mortgage will upon
demand, as hereafter extended, renewed, modified, replaced or consolidated, deliver further
evidence of such subordination as may reasonably be required by Mortgagee.
29. Hazardous Substances.
(a) Mortgagor shall not hereafter use, store, generate or discharge, or cause or
permit to be used, stored, generated or discharged, any toxic or hazardous waste or materials
at the Mortgaged Property, nor allow a lien to be imposed on the Mortgaged property
pursuant to any applicable environmental law. If it shall be determined that any predecessor
in title to the Mortgaged Property caused or permitted any such discharge, and action by
Mortgagor to clear the Mortgaged Property of such waste or material is not instituted and
completed within such periods of time as may be allowed to Mortgagor by the governmental
authorities with jurisdiction over the Mortgaged property, such failure shall constitute an
"Event of Default" under this Mortgage.
(b) If Mortgagor receives any notice of (i) the happening of any event involving
the use, storage, spi 11, discharge or cleanup of any hazardous or toxic waste or material or any
oil or pesticide on or about any property of Mortgagor, including without limitation, the
Mortgaged property, or any portion thereof, or caused by Mortgagor (a "Hazardous
Discharge"), or (ii) any complaint, order, citation or notice with regard to air emissions, water
discharges, noise emissions or any other environmental, health or safety matter affecting
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K1911PG4712
Mortgagor, the Mortgaged Property, or any portion thereof, or its or Mortgagor's operations
(an "Environmental Complaint") from any person or entity including without limitation, the
Pennsylvania Department of Environmental Protection (the "DEP"), the United States
Environmental Protection Agency (the "EPA"), the United States Army Corps of Engineers
(the "Corps"), or the United States Coast Guard (the "Coast Guard"), then Mortgagor will
immediately give written notice of same to Mortgagee and shall promptly comply with its
obligations under law with regard to such Hazardous Discharge or Environmental Complaint.
(c) Without limiting Mortgagee's rights under this Mortgage, Mortgagee shall
have the right, but not the obligation, to exercise any of its rights as may be provided for
elsewhere in this Mortgage or to enter onto the Mortgaged Property or to take such other
actions as it deems necessary or advisable to clean up, remove, resolve, or minimize the
impact of or otherwise deal with, any such Hazardous Discharge or Environmental
Complaint upon its receipt of any notice from any person or entity, including without
limitation, the DEP, the EPA, the Corps, the Coast Guard or Mortgagor, asserting the
happening of a Hazardous Discharge or Environmental complaint which, iftnu, could result
in any order, suit or other action against Mortgagor and/or the Mortgaged property, or any
portion thereof, by any governmental agency or otherwise which, in the sole opinion of
Mortgagee, could jeopardize its security under this Mortgage or any portion thereof,
provided, however, that Mortgagor has not immediately commenced and is diligently
pursuing either (x) the cure or correction, in form, scope and substance acceptable to
Mortgagee and the agency or entity asserting the happening of the Hazardous Discharge or
Environmental Complaint, or of the event which constitutes the basis for the Hazardous
Discharge or Environmental Complaint, and is continuing diligently to pursue such cure or
correction to completion, or (y) proceedings for an injunction, a restraining order or other
appropriate emergency relief preventing such agency or entity from asserting such claim,
which relief is granted within ten (10) days of the occurrence giving rise to the claim and the
injunction, order or emergency relief is not thereafter dissolved or reversed on appeal, and in
either of the foregoing events, Mortgagor has posted cash, a bond, letter of credit or other
security satisfactory in form, substance and amount to both Mortgagee and the agency or
entity asserting the Hazardous Discharge or Environmental Complaint to secure the proper
and complete cure or correction of the event which constitutes the basis for the claim. All
costs and expenses, including without limitation, legal fees and expenses, incurred by
Mortgagee in the exercise of any such rights shall be payable by Mortgagor upon demand
with interest thereon at the Default Rate as defined in the Note, from the date of payment to
the date Mortgagee is reimbursed by Mortgagor, and shall be secured by this Mortgage and
all other collateral granted to Mortgagee by Mortgagor.
(d) In addition to those events previously specified, the occurrence of any of the
following events shall constitute an Event of Default under this Mortgage, entitling
Mortgagee to all of the rights and remedies Provided therefore:
(i) If Mortgagee receives its first notice of a Hazardous Discharge or
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B 191IPG4713
f ii) If to the Mortgagee, to it at:
AMERICHOICE FEDERAL CREDIT UNION
2175 Bumble Bee Hollow Road
P.O. Box 1429
Mechanicsburg, PA 17055
Attn: Business Banking Department
Such notices and other communications will be effectively given only if and when given in writing
and actually (i) hand-delivered at the address set forth in this Section, (ii) duly deposited in the
United States mail, certified or registered mail, return receipt requested, with postage prepaid,
addressed as aforesaid, (iii) delivered to a overnight courier service (charges prepaid); or (iv)
transmitted by telecopy or other means of electronic transmission which is promptly confirmed by
one of the means of notice specified in subsections (i) through (iii) above. Either Mortgagor or
Mortgagee may change the address to which any such notice, report, demand or other instrument is
to be delivered or mailed, by furnishing written notice of such change to the other, but no such notice
of change of mailing address shall be deemed effective until received by the other.
33. Covenant Running with the Land. Any act or agreement to be done or performed by
Mortgagor shall be construed as a covenant running with the land and shall be binding upon
Mortgagor and its successors, heirs and assigns as if they had personally made such agreement.
34. Amendment. This Mortgage cannot be changed or amended except by agreement in
writing signed by the party against whom enforcement of the change is sought.
35. Applicable Law. This Mortgage shall be governed by and construed according to the
laws of the Commonwealth of Pennsylvania.
36. Consent to Jurisdiction. Mortgagor hereby consents to the exclusive jurisdiction of
the state and federal courts having jurisdiction over matters arising in Cumberland County,
Pennsylvania, in any and all actions or proceedings arising hereunder or pursuant hereto, and
irrevocably agrees to service of process by personal service upon Mortgagor wherever Mortgagor
may be then located, or by certified or registered mail, return receipt requested, directed to
Mortgagor at his last known address.
37. WAIVER OF RIGHT TO JURY TRIAL. MORTGAGOR AND MORTGAGEE
EACH HEREBY WANES THE RIGHT TO HAVE ANY CONTROVERSIES OR MATTERS
ARISING HEREUNDER OR RELATED TO THE OBLIGATIONS SECURED HEREBY TRIED
BY A JURY.
38. Definitions. Whenever used in this Mortgage, unless the context clearly indicates a
contrary intent:
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K191 1PG4715
(a) The word "Mortgagor" shall mean the person who executes this Mortgage and
any subsequent owner of the Mortgaged Property and his respective heirs, executors,
administrators, successors and assigns;
(b) the word "Mortgagee" shall mean the person specifically named herein as
"Mortgagee" or any subsequent holder of this Mortgage and its successors and assigns;
(c) The word "person" shall mean individual, corporation, partnership or
unincorporated association;
(d) The use of any gender shall include all genders;
(e) The singular number shall include the plural and the plural the singular as the
context may require.
39. Captions. The captions preceding the text of the paragraphs or subparagraphs of this
Mortgage are inserted only for convenience of reference and shall not constitute a part of this
Mortgage, nor shall they in any way affect its meaning, construction or effect.
IN WITNESS WHEREOF, Mortgagor has caused this Mortgage to be executed by its duly
authorized agent, representative or officer, the day and year first above written.
MORTGAGOR: EJJ Limited Partnership, a Pennsylvania limited
partnership, by aloof i,4 Gener,
artner
/ /Jefffey L. Rose \
General Partner \
By:
Edward ubbs
General Partner
Loan No. 1001-000047
-22-
SK191IFG4716
COMMONWEALTH OF PENNSYLVANIA )
SS.
COUNTY OF CUMBERLAND )
On the20th day of June, in the year 2005, before me, the undersigned, a Notary Public in and for
said State/, personally appeared Jeffrey L. Rose and Edward Tubbs, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s),
or the person upon behalf of which the individual(s) acted, uted the instrument., n .
ivotary t'libltc?
NOTARIAL WAL
FEE LL Wi Y NopvY Pdit I
{ 53w% %AM"WW= L MM FA
a
her-nnm scion Eycares t7ec, la, 2ON '
I hereby certify that the precise residence and complete post office address of the
within-named Mortgagee is:
AmeriChoice Federal Credit Union
2175 Bumble Bee Hollow Road
P.O. Box 1429
Mechanicsburg, PA 17055
Attn: Business Banking Department
n
Mortgagee
-23-
31091 1 G4717
Exhibit A
ALL THAT CERTAIN tract or parcel of land and premises situate in the Borough of New
Cumberland, Cumberland County, Pennsylvania, more particularly described as follows:
TRACT NO.1
BEGINNING at a point on Market Street at the intersection of Lot No. 108, now or late the
property of Delancy Lenhart; thence in a Southwesterly direction along the line of Lot No.
108,150 feet to an alley; thence along the line of other land now or late of William J. James;
thence in a Northwestwardly direction along the line of land of said last mentioned land,
150 feet to Market Street; thence along Market Street in an Northwesterly direction, 50 fleet
to the point of BEGINNING.
BEING Lot No. 107 on the general plan of the Borough of New Cumberland and having
thereon erected a brick building.
TRACT NO.2
BEGINNING at a post on Market Street; thence by Lot No. 107 South 40 degrees West, 150
feet to an alley; thence by said alley North 50 degrees West 50 feet to Lot No. 109; thence by
said Lot North 40 degrees East, 150 feet to Market Street; thence by said Street South 50
degrees East, 50 feet to the Place of BEGINNING.
BEING Lot No. 108 on the General Plan of the Borough of New Cumberland.
BY 191 1 F?: 4 718
CONTINUING, UNLIMITED GUARANTY
THIS Guaranty dated June 20, 2005 (the "Guaranty") from Jeffrey L. Rose and
Beverly L. Rose, with an address of l Silvermaple Drive, Boiling Springs, PA 17007 (whether
individually, or if more than one, collectively, the "Guarantor") to AmeriChoice Federal
Credit Union, a federal credit union with an office for the transaction of business located at
2175 Bumble Bee Hollow Road, P.O. Box 1429, Mechanicsburg, PA 17055 (the "Lender").
WITNESSETH:
WHEREAS, Jeffrey L. Rose, Edward Tubbs, JEED, LLC, and EJJ Limited
Partnership (herein jointly and severally called the "Borrower"), is currently indebted to
Lender or is about to become indebted to the Lender, which indebtedness is or will be
represented by certain notes, mortgages, lending agreements, commitment letters, account
agreements, claims and other contractual and statutory rights, which shall together be referred to
herein as the "Indebtedness'"; and
WHEREAS, the Lender is unwilling to accept or continue the Borrower's Indebtedness
to the Lender unless it receives this continuing and unlimited Guaranty; and
WHEREAS, the Guarantor is willing to enter into this continuing and unlimited
Guaranty in order to induce the Lender to accept or continue the Borrower's Indebtedness to the
Lender.
NOW, THEREFORE, in order to induce the Lender to accept or continue the
Borrower's Indebtedness to the Lender and in consideration of the premises and of other good
and valuable consideration, and intending to be legally bound, the Guarantor intends to guarantee
absolutely and unconditionally (and jointly and severally if there be more than one Guarantor) to
the Lender, the payment of the Borrower's Indebtedness and all notes or other evidences of
indebtedness given by the Borrower to the Lender at any time whatsoever in connection with the
Indebtedness and all extensions, modifications or renewals thereof and all interest and other
sums due under the Indebtedness, including reasonable attorneys fees, and such fiuther payment
and performance as may be set forth in Article 2 hereof.
ARTICLE 1
REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS
The Guarantor hereby represents and warrants to Lender (if the Guarantor is more than
one party, said representations and warranties are made only with respect to the particular party)
that:
Section 1.1 Cauacity of the Guarantor. Each Guarantor:
(A) Has the capacity to enter into this Guaranty.
(B) Resides at the address set forth at the head of this Guaranty.
Section 1.2 No Violation of Restrictions. Neither the execution and delivery of this
Guaranty, the consummation of the transactions contemplated hereby nor the fulfillment of or
compliance with the provisions of this Guaranty will conflict with or result in a breach of any of
the terms, covenants, conditions or provisions of any agreement, judgment or order to which any
party named as a Guarantor is a party or by which the Guarantor is bound, or will constitute a
default under any of the foregoing, or result in the creation or imposition of any lien of any
nature whatsoever.
Section 1.3 Compliance with Law. Each party named as a Guarantor (A) is not in
violation of any law, ordinance, governmental rule, regulation, order or judgment to which the
Guarantor may be subject or which would materially affect the business of the Guarantor and (B)
has not failed to obtain any license, permit, franchise or other governmental authorization
necessary to the conduct of their present business.
Section 1.4 Financial State The financial statements submitted by each party
named as Guarantor, including balance sheets, statement of income, retained earnings and other
related schedules, to Lender fairly represent the financial condition as of the date of each
statement and there has been no adverse change in the financial condition of any Guarantor since
the date of the respective statements submitted to Lender.
Section 1.5 Solvency of Guarantor alld Borrower. Each party named as a Guarantor is
solvent and each Guarantor has made an appropriate financial investigation of the Borrower and
has determined that the Borrower is solvent at the time of execution of this Guaranty.
ARTICLE 2
COVENANTS AND AGREEMENTS
Section 2.1 Guaranty of Payment. The Guarantor (jointly and severally, if there be
more than one Guarantor), intending to be legally bound, irrevocably, absolutely and
unconditionally guarantees to the Lender and becomes surety to the Lender for:
(A) The punctual payment of the Indebtedness in any amount whatsoever, all
principal and interest due thereunder and any other sums due under any and all
documents with reflect any part or portion of the Indebtedness.
(B) The full and prompt payment and performance of any and all obligations of
Borrower to Lender under any note, mortgage, agreement, document or statute including,
without limitation, the obligations of Borrower concerning hazardous materials and other
environmental matters.
Section 2,2 -Obligations Ugg nd tignal ftocadou. This Guaranty is continuing and
shall remain in full force and effect until Guarantor submits a written revocation of this Guaranty
to Lender at the address set forth above. Any such revocation will be effective only as to
Indebtedness incurred by Borrower fourteen days after the date Lender receives such revocation;
the Guarantor shall remain a guarantor of all Borrower's indebtedness existing and incurred up to
and including the fourteenth day after the date that Lender receives Guarantor's written
revocation.
Further, this Guaranty shall remain in full force and effect, irrespective of any
interruptions in the business relationships of the Borrower and the Guarantor with the Lender,
and shall not be affected, modified or impaired by any state of facts or the happening from time
to time of any event, including, without limitation, any of the fallowing, whether or not with
notice to or the consent of the Guarantor:
(A) The invalidity, irregularity, illegality or unenforceability of, or any defect in,
any document reflecting any portion or part or all of the Indebtedness or any collateral
security for the Loan (the "Collateral").
(B) Any present or future law or order of any government (dg jeure or de facto or
of any agency thereof purporting to reduce, amend or otherwise affect the Indebtedness
or any other obligation of the Borrower or any other obligor or to any other terms of
payment.
(C) The waiver, compromise, settlement, release or termination of any or all of
the obligations, covenants or agreements of the Borrower under the Indebtedness or of
any party named as a Guarantor under this Guaranty.
(D) The failure to give notice to the Guarantor of the occurrence of an event of
default under any of the Indebtedness.
(E) The loss, release, sale, exchange, surrender or other change in any Collateral.
(F) The extension of the time for payment of any principal of or interest on any of
the Indebtedness or of the time for performance of any other obligations, covenants or
agreements under or arising out of Indebtedness or the extension or the renewal of any
thereof.
(G) The modification or amendment (whether material or otherwise) of any
obligation, covenantor agreement comprising some or all of the Indebtedness.
(H) The taking of, or the omission to take, any of the actions referred to in any
document, note, agreement or mortgage related to any or all of the Indebtedness.
(1) Any failure, omission or delay on the part of the Lender to enforce, assert or
exercise any right, power or remedy that it may have.
(J) The voluntary or involuntary liquidation, dissolution, sale or other disposition
of all or substantially all the assets, marshaling of assets and liabilities, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition with creditors or readjustment of, or other similar proceedings
affecting the Guarantor or the Borrower or any of their assets, or any allegation or contest
of the validity of any document, note, agreement or mortgage related to any or all of the
Indebtedness.
(K) The default or failure of the Guarantor to fully perform any obligations set
forth in this Guaranty.
(L) Any event or action that would, in the absence of this paragraph, result in the
release or discharge of the Guarantor from the performance or observance of any
obligation, covenant or agreement contained in this Guaranty.
(M) Any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or a guarantor.
Section 2.3 Waiver by Guarantor. The Guarantor hereby waives:
(A) Notice of acceptance of this Guaranty.
(B) Diligence, presentment and demand for payment of any or all of the
Indebtedness and/or any document, note, agreement or mortgage related to any or all of
the Indebtedness.
(C) Protest and notice of protest, dishonor or default to the Guarantor or to any
other party with respect to the Indebtedness.
(D) Any and all notices to which the Guarantor might otherwise be entitled.
(E) Any demand for payment under this Guaranty.
(F) Any and all defenses to payment including, without limitation, any defenses
and counterclaims of the Guarantor or the Borrower based upon fraud, negligence or the
failure of any condition precedent or claims of offset or defenses involving the invalidity,
irregularity or unenforceability of all or any part of the liabilities herein guaranteed or any
defense otherwise available to the Guarantor or the Borrower.
(G) Any and all rights of subrogation, reimbursement, indemnity, exoneration,
contribution or any other claim which the Guarantor may now or hereafter have against
4
the Borrower or any other person directly or contingently liable for the Indebtedness
guaranteed hereunder, or against or with respect to the Borrower's property (including,
without limitation, property collateralizing the Indebtedness), arising from the existence
or performance of this Guaranty and whether or not such claim, right or remedy arises in
equity, under contract, by statute, under common law or otherwise.
Section 2.4 Mature, of Guaranty. This Guaranty is a guaranty of payment and not
merely of collection and the Guarantor hereby waives the right to require that any action be
brought first against the Borrower or any other Guarantor, or any security, or to require that
resort be made to any security or to any balance of any deposit' account on credit on the books of
the Lender in favor of the Borrower or of any Guarantor.
Section 2.5 Continuation of Guaranty. The Guarantor further agrees that the
obligations hereunder shall continue to be effective or reinstated, as the case may be, if at any
time payment or any part thereof of the Indebtedness is rescinded or must otherwise be restored
by the Lender upon the bankruptcy or reorganization of the Borrower, the Guarantor or
otherwise.
Section 2.6 Subordltnatign of Debt. The Guarantor hereby subordinates any and all
indebtedness of Borrower now or hereafter owed to Guarantor to all indebtedness of Borrower to
Lender and agrees with Lender that from and after, but only from and after, the date whereon
Lender notifies Guarantor that Borrower is then in default under any or all of the Indebtedness,
Guarantor shall not, demand or accept any payment from Borrower, shall not claim any offset or
other reduction of Guarantor's obligations hereunder because of any such indebtedness and shall
not take any action to obtain any interest in any of the security describedin and encumbered by
any document, note, agreement or mortgage related to any or all of the Indebtedness; provided,
however, that, if Lender so requests, such Indebtedness shall be collected, enforced and received
by Guarantor as trustee for Lender and paid over to Lender on account of the indebtedness of
Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantor
under the other provisions of this Guaranty except to the extent the principal amount of such
outstanding indebtedness shall have been reduced by such payment.
Section 2.7 Financial Statements. Guarantor will deliver to Lender, within one hundred
twenty (120) days after the end of each calendar year, current personal financial statements of
Guarantor, and Guarantor also agrees to deliver to Lender within fifteen (15) days after filing
same, a copy of Guarantor's signed and filed federal income tax return, and also, from time to
time at the request of Lender, such other financial information with respect to Guarantor as
Lender may request. If Guarantor fails to provide any statement or return required by this
Section for fifteen (15) days after notice of said failure from Lender, Guarantor will be obligated
to pay a fee of $1,000.00 for each successive thirty (30) day period after the expiration of the
notice period during which Lender has not received the required statement or return.
Section 2.8 Transfer of Interest. Guarantor agrees not to make or permit to be made, by
a voluntary or involuntary means, any transfer of the interest of Guarantor in the Borrower,
without first obtaining the prior written consent of Lender.
ARTICLE 3
EVENTS OF DEFAULT
Section 3.1 Events of Default Defined. An "Event of Default" shall exist if any of the
following occurs:
(A) Any party named as a Guarantor fails to perform or observe any covenant
contained herein.
(B) Any warranty, representation or other statement by or on behalf of any party
named as a Guarantor contained in this Guaranty is false or misleading in any material
respect when made.
(C) A receiver, liquidator or trustee of any party named as a Guarantor or any of
his or its property is appointed by court order, or any party named as a Guarantor is
adjudicated bankrupt or insolvent or any of his or its property is sequestered by court
order and such order remains in effect for more than thirty (34) days, or a petition is filed
against any parry named as a Guarantor under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (34)
days of such filing.
(D) Any party named as a Guarantor files a petition in voluntary bankruptcy or
seeks relief under any provision of any reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, or consents to the filing of any petition against it under any such law.
(E) Any party named as a Guarantor makes an assignment for the benefit of
creditors or admits in writing inability to pay debts generally as they become due, or
consents to the appointment of a receiver, trustee or liquidator of all or any part of his or
its property.
(F) The occurrence of an event of default under any document, note, agreement or
mortgage related to any or all of the Indebtedness.
Section 3.2 &Medies on Default. If an event of default exists, Lender may proceed to
enforce the provisions hereof and to exercise any other rights, powers and remedies available to
the Lender.
Section 3.3 Waiver and Notice.
(A) No remedy herein conferred upon or reserved to the Lender is intended to be
exclusive of any other available remedy or remedies, but each and every such remedy
shall be cumulative and shall' be in addition to every other remedy given under this
Guaranty now or hereafter existing at law or in equity or by statute.
(B) No delay or omission to exercise any right or power accruing upon the
occurrence of any Event of Default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right or power may be exercised from time
to time and as often as may be deemed expedient.
(C) In order to entitle the Lender to exercise any remedy reserved to it in this
Guaranty, it shall not be necessary to give any notice, other than such notice as may be
expressly required in this Guaranty.
(D) No waiver, amendment, release or modification of this Guaranty shall be
established by conduct, custom or course of dealing.
ARTICLE 4
MISCELLANEOUS
Section 4.1 Construction. If this Guaranty is executed by two or more parties, they shall
be jointly and severally liable hereunder and the phrase Guarantor whenever used herein shall be
construed to refer to each of the parties in the same manner and with the same effect as if each
party had signed a separate guaranty.
Section 4.2 Governing. Law. This Guaranty shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
Section 4.3 Submission to Jurisdiction. The Guarantor hereby irrevocably and
unconditionally agrees that any suit, action or proceeding arising out of or relating to this
Guaranty shall be brought in the state courts of the Commonwealth of Pennsylvania or federal
district court for the Middle District of Pennsylvania and waives any right to object to
jurisdiction within either of the foregoing forums by Lender. Nothing contained herein shall
prevent Lender from bringing any suit, action or proceeding or exercising any rights against any
security and against any Guarantor personally, and against any property of any Guarantor, within
any other jurisdiction and the initiation of such suit, action or proceeding or taking of such action
in any such other jurisdiction shall in no event constitute a waiver of the agreements contained
herein with respect to the laws of the Commonwealth of Pennsylvania governing the rights and
obligations of the parties hereto or the agreement of the Guarantor to submit to personal
jurisdiction within the Commonwealth of Pennsylvania.
Section 4.4 Waiver of Jury Trial. The Guarantor and Leader agree that any suit,
action or proceeding arising under or in connection with this Guaranty shall be before a
court without a jury.
Section 4.5 Successors and Assigns. This Guaranty shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto.
Section 4.6 Notices Any notices required or permitted to be given hereunder shall be:
(i) personally delivered or (ii) given by registered or certified mail, postage prepaid, return
receipt requested, or (iii) forwarded by overnight courier service, in each instance addressed to
the addresses set forth at the head of this Guaranty, or such other addresses as the parties may for
themselves designate in writing as provided herein for the purpose of receiving notices
hereunder. All notices shall be in writing and shall be deemed given, in the case of notice by
personal delivery, upon actual delivery, and in the case of appropriate mail or courier service,
upon deposit with the U.S. Postal Service or delivery to the courier service.
Section 44.7 Entire Aareement. This Guaranty constitutes the entire understanding
between the Guarantor and the Lender and to the extent that any writings not signed by the
Lender or oral statements or conversations at any time made or had are inconsistent with the
provisions of this Guaranty, the same shall be null and void.
Section 4.8 Amendments. No amendment, change, modification, alteration or
termination of this Guaranty shall be made except upon the written consent of the Lender.
Section 4.9 Assignment. This Guaranty is assignable by Lender in whole or in part in
conjunction with an assignment of the Note and any assignment hereof or any transfer or
assignment of the Note or portions thereof shall operate to vest in any such assignee the rights
and powers, in whole or in part, as appropriate, herein conferred upon and granted to Lender.
Section 4.10 Partial Invalidity. The invalidity or unenforceability of any one or more
phrases, sentences, clauses or sections in this Guaranty shall not affect the validity or
enforceability of the remaining portions of the Guaranty or any part thereof.
Section 5. CONFESSION O,E_JIMQWNT. GUARANTOR HEREBY
VOLUNTARILY, KNOWINGLY, UNDERSTANDINGLY AND IRREVOCABLY
AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF
ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE
AT ANY TIME TO APPEAR FOR AND CONFESS JUDGMENT THEREIN AGAINST
GUARANTOR FOR THE ENTIRE UNPAID PRINCIPAL BALANCE OF THE
INDEBTEDNESS AND THE ACCRUED AND UNPAID INTEREST THEREON AND
LATE CHARGES AND ALL OTHER SUMS DUE UNDER OR IN CONNECTION
WITH THE INDEBTEDNESS, WHETHER OR NOT A DEFAULT HAS OCCURRED,
AND WITH OR WITHOUT COMPLAINT FILED, AS ELECTED BY LENDER,
TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
FIVE PERCENT (5%), BUT NOT LESS THAN FIVE THOUSAND DOLLARS
(x5,000.00), WITH RELEASE OF ERRORS, AND WITHOUT RIGHT OF APPEAL;
AND FOR SO DOING, THIS GUARANTY OR A COPY HEREOF VERIFIED BY
AFFIDAVIT OR SWORN STATEMENT SHALL BE SUFFICIENT WARRANT.
GUARANTOR WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE
BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT.
EXECUTION MAY IMMEDIATELY BE ISSUED ON THE JUDGMENT, WITHOUT
PRIOR NOTICE OR HEARING, TO GARNISH, LEVY OR ATTACH ANY PERSONAL
PROPERTY OF GUARANTOR. NO SINGLE EXERCISE OF THE FOREGOING
WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO
EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE
HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER
SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO
TIME AS OFTEN AS LENDER SHALL ELECT, UNTIL ALL SUMS PAYABLE OR
THAT MAY BECOME PAYABLE BY GUARANTOR HAVE BEEN PAID IN FULL.
IN WITNESS WHEREOF, the Guarantor has executed this G rarity as of the day and
year first above written.
iBy --(SEAL)
e e . hose
By: /_11 (SEAL)
&cverly L. Rose
Loan No. 1001-000047
DISCL JRE FOR CONFESSION OF JUDL :NT
THE UNDERSIGNED IS EXECUTING, THIS 20TH DAY OF JUNE, 2005, A
CONTINUING, UNLIMITED GUARANTY ("GUARANTY") PAYABLE TO AMERICHOICE
FEDERAL CREDIT UNION ("LENDER") IN CONNECTION WITH A LOAN IN THE
AMOUNT OF $390,000 TO JEFFREY L. ROSE, EDWARD TUBBS, JEED, LLC , AND
EJJ LIMITED PARTNERSHIPFOR COMMERCIAL PURPOSES.
- •'
INITIALS:/
THE UNDERSIGNED'S ATTORNEY OR A REPRESENTATIVE OF LENDER HAS
EXPLAINED TO THE UNDERSIGNED THAT THE GUARANTY CONTAINS NORDIN G THAT
WOULD PERMIT THE LENDER TO ENTER JUDGMENT AGAINST THE UNDERSIGNED AT
THE COURTHOUSE, WHETHER OR NOT AN EVENT OF DEFAULT HAS OCCURRED,
WITHOUT NOTICE, AND WITHOUT OFFERING THE OPPORTUNITY TO DEFEND AGAINST
THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY
LEGAL MEANS WITHOUT A PRIOR NOTICE OR A HEARING BY USE OF THE SHERIFF,
WHO MAY SEIZE PROPERTY, REAL AND PERSONAL, WITHOUT PRIOR NOTICE OR
HEARING.
INITIAL
IN EXECUTING THE GUARANTY, THE UNDERSIGNED IS KNOWINGLY,
UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO RESIST THE ENTRY
OF JUDGMENT AGAINST THE UNDERSIGNED AT THE COURTHOUSE, AND IS
CONSENTING TO THE CONFESSION OF JUDGMENT. THE UNDERSIGNED IS FURTHER
KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO ANY
PRIOR NOTICE OR HEARING PRIOR TO THE LENDERS SEIZING OF PROPERTY BY
WRIT OF EXECUTION AGAINST BANK ACCOUNTS AND PERSONAL AND/OR REAL
PROPERTY AFTER THE ATTAINMENT OF A JUDGMENT BY CONFESSION.
INITIAL;I
THE UNDERSIGNED CERTIFIES TH AT THE GUARANTY WAS EXECUTED IN
CONNECTION WITH A COMMERCIAL TRANSACTION AND DOES NOT INVOLVE A
CONSUMER TRANSACTION, THAT THE UNDERSIGNED'S INCOME EXCEEDS $10,000.00
ANNUALLY, AND THAT THE UNDERSIGNED RECEIVED A COPY OF THIS DISCLOSURE
AT THE TIME OF SIGWNG.
WITNESS:
By : (SEAL)
f Je f y L. Rose
Loan N' 1-000047
DISCL bRE FOR CONFESSION OF JUDt ;NT
THE UNDERSIGNED IS EXECUTING, THIS 20TH DAY OF JUNE, 2005, A
CONTINUING, UNLIMITED GUARANTY ("GUARANTY") PAYABLE TO AMERICHOICE
FEDERAL CREDIT UNION ("LENDER") IN CONNECTION WITH A LOAN IN THE
AMOUNT OF $390,000 TO JEFFREY L. ROSE, EDWARD TUBBS, JEED, LLC , AND
ZJJ LIMITED PARTNERSHIP, FOR COMMERCIAL PURPOSES.
INITIALS:_i,-_
THE UNDERSIGNED'S ATTORNEY OR A REPRESENTATIVE OF LENDER HAS
EXPLAINED TO THE UNDERSIGNED THAT THE GUARANTY CONTAINS WORDIN G THAT
WOULD PERMIT THE LENDER TO ENTER JUDGMENT AGAINST THE UNDERSIGNED AT
THE COURTHOUSE, WHETHER OR NOT AN EVENT OF DEFAULT HAS OCCURRED,
WITHOUT NOTICE, AND WITHOUT OFFERING THE OPPORTUNITY TO DEFEND AGAINST
THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY
LEGAL MEANS WITHOUT A PRIOR NOTICE OR A HEARING BY USE OF THE SHERIFF,
WHO MAY SEIZE PROPERTY, REAL AND PERSONAL, WITHOUT PRIOR NOTICE OR
HEARING.
INITIALS:_ t
IN EXECUTING THE GUARANTY, THE UNDERSIGNED IS KNOWINGLY,
UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO RESIST THE ENTRY
OF JUDGMENT AGAINST THE UNDERSIGNED AT THE COURTHOUSE, AND IS
CONSENTING TO THE CONFESSION OF JUDGMENT. THE UNDERSIGNED IS FURTHER
KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO ANY
PRIOR NOTICE OR HEARING PRIOR TO THE LENDER'S SEIZING OF PROPERTY BY
WRIT OF EXECUTION AGAINST BANK ACCOUNTS AND PERSONAL AND/OR REAL
PROPERTY AFTER THE ATTAINMENT OF A JUDGMENT BY CONFESSION.
INITIALS:,
THE UNDERSIGNED CERTIFIES TH AT THE GUARANTY WAS EXECUTED IN
CONNECTION WITH A COMMERCIAL TRANSACTION AND DOES NOT INVOLVE A
CONSUMER TRANSACTION, THAT THE UNDERSIGNED'S INCOME EXCEEDS $10,000.00
ANNUALLY, AND THAT THE UNDERSIGNED RECEIVED A COPY OF THIS DISCLOSURE
AT THE TIME OF SIGNING.
WITNESS:
By (SEAL)
.r B4Verly L. Roue
Loan No. 1
CONTINUING. UNLIMITED GUARANTY
THIS Guaranty dated June 20, 2005 (the "Guaranty") from Edward Tubbs and
Crystal L. Tubbs, with an address of 100 Shirley Lane, Bailing Springs, PA 17007 (whether
individually, or if more than one, collectively, the "Guarantor") to AmerlChoice Federal
Credit Union, a federal credit union with an office for the transaction of business located at
2175 Bumble Bee Hollow Road, P.O. Box 1429, Mechanicsburg, PA 17055 (the "Lender").
WITNESSET'H:
WHEREAS, Jeffrey L. Rose, Edward Tubbs, JEED, LLC, and EJJ Limited
Partnership (herein jointly and severally called the "Borrower"), is currently indebted to
Lender or is about to become indebted to the Lender, which indebtedness is or will be
represented by certain notes, mortgages, lending agreements, commitment letters, account
agreements, claims and other contractual and statutory rights, which shall together be referred to
herein as the "Indebtedness" and
WHEREAS, the Lender is unwilling to accept or continue the Borrower's Indebtedness
to the Lender unless it receives this continuing and unlimited Guaranty; and
WHEREAS, the Guarantor is willing to enter into this continuing and unlimited
Guaranty in order to induce the Lender to accept or continue the Borrower's Indebtedness to the
Lender.
NOW, THEREFORE, in order to induce the Lender to accept or continue the
Borrower's Indebtedness to the Lender and in consideration of the premises and of other good
and valuable consideration, and intending to be legally bound, the Guarantor intends to guarantee
absolutely and unconditionally (and jointly and severally if there be more than one Guarantor) to
the Lender, the payment of the Borrower's Indebtedness and all notes or other evidences of
indebtedness given by the Borrower to the Lender at any time whatsoever in connection with the
Indebtedness and all extensions, modifications or renewals thereof and all interest and other
sums due under the Indebtedness, including reasonable attorneys fees, and such further payment
and performance as may be set forth in Article 2 hereof.
ARTICLE 1
REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS
The Guarantor hereby represents and warrants to Lender (if the Guarantor is more than
one party, said representations and warranties are made only with respect to the particular party)
that:
Section 1.1 Capacity of the Guarantor. Each Guarantor:
(A) Has the capacity to enter into this Guaranty.
(B) Resides at the address set forth at the head of this Guaranty.
Section 1.2 No Violation of Restrictions. Neither the execution and delivery of this
Guaranty, the consummation of the transactions contemplated hereby nor the fulfillment of or
compliance with the provisions of this Guaranty will conflict with or result in a breach of any of
the terms, covenants, conditions or provisions of any agreement, judgment or order to which any
party named as a Guarantor is a party or by which the Guarantor is bound, or will constitute a
default under any of the foregoing, or result in the creation or imposition of any lien of any
nature whatsoever.
Section 1.3 Compliance with Law. Each party named as a Guarantor (A) is not in
violation of any law, ordinance, governmental rule, regulation, order or judgment to which the
Guarantor may be subject or which would materially affect the business of the Guarantor and (B)
has not failed to obtain any license, permit, franchise or other governmental authorization
necessary to the conduct of their present business.
Section 1.4 Financial Statements. The financial statements submitted by each party
named as Guarantor, including balance sheets, statement of income, retained earnings and other
related schedules, to Lender fairly represent the financial condition as of the date of each
statement and there has been no adverse change in the financial condition of any Guarantor since
the date of the respective statements submitted to Lender.
Section 1.5 Solvency of Guarantor and Borrower. Each party named as a Guarantor is
solvent and each Guarantor has made an appropriate financial investigation of the Borrower and
has determined that the Borrower is solvent at the time of execution of this Guaranty.
ARTICLE 2
COVENANTS AND AGREEMENTS
Section 2.1 Guaranty of Payment. The Guarantor (jointly and severally, if there be
more than one Guarantor), intending to be legally bound, irrevocably, absolutely and
unconditionally guarantees to the Lender and becomes surety to the Lender for
(A) The punctual payment of the Indebtedness in any amount whatsoever, all
principal and interest due thereunder and any other sums due under any and all
documents with reflect any part or portion of the Indebtedness.
(B) The full and prompt payment and performance of any and all obligations of
Borrower to Lender under any note, mortgage, agreement, document or statute including,
without limitation, the obligations of Borrower concerning hazardous materials and other
environmental matters.
Section 2.2 Obligations Unconditional, Revocation. This Guaranty is continuing and
shall remain in full force and effect until Guarantor submits a written revocation of this Guaranty
to Lender at the address set forth above. Any such revocation will be effective only as to
Indebtedness incurred by Borrower fourteen days after the date Lender receives such revocation;
the Guarantor shall remain a guarantor of all Borrower's indebtedness existing and incurred up to
and including the fourteenth day after the date that Lender receives Guarantor's written
revocation.
Further, this Guaranty shall remain in full force and effect, irrespective of any
interruptions in the business relationships of the Borrower and the Guarantor with the Lender,
and shall not be affected, modified or impaired by any state of facts or the happening from time
to time of any event, including, without limitation, any of the following, whether or not with
notice to or the consent of the Guarantor:
(A) The invalidity, irregularity, illegality or unenforceability of, or any defect in,
any document reflecting any portion or part or all of the Indebtedness or any collateral
security for the Loan (the "Collateral").
(B) Any present or future law or order of any government (de jeure or de facto or
of any agency thereof purporting to reduce, amend or otherwise affect the Indebtedness
or any other obligation of the Borrower or any other obligor or to any other terms of
payment.
(C) The waiver, compromise, settlement, release or termination of any or all of
the obligations, covenants or agreements of the Borrower under the Indebtedness or of
any party named as a Guarantor under this Guaranty.
(D) The failure to give notice to the Guarantor of the occurrence of an event of
default under any of the Indebtedness.
(E) The loss, release, sale, exchange, surrender or other change in any Collateral.
(F) The extension of the time for payment of any principal of or interest on any of
the Indebtedness or of the time for performance of any other obligations, covenants or
agreements under or arising out of Indebtedness or the extension or the renewal of any
thereof.
(G) The modification or amendment (whether material or otherwise) of any
obligation, covenant or agreement comprising some or all of the Indebtedness.
(H) The taking of, or the omission to take, any of the actions referred to in any
document, note, agreement or mortgage related to any or all of the Indebtedness.
(1) Any failure, omission or delay on the part of the Lender to enforce, assert or
exercise any right, power or remedy that it may have.
(!) The voluntary or involuntary liquidation, dissolution, sale or other disposition
of all or substantially all the assets, marshaling of assets and liabilities, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition with creditors or readjustment of, or other similar proceedings
affecting the Guarantor or the Borrower or any of their assets, or any allegation or contest
of the validity of any document, note, agreement or mortgage related to any or all of the
Indebtedness.
(K) The default or failure of the Guarantor to fully perform any obligations set
forth in this Guaranty.
(L) Any event or action that would, in the absence of this paragraph, result in the
release or discharge of the Guarantor from the performance or observance of any
obligation, covenant or agreement contained in this Guaranty.
(M) Any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or a guarantor.
Section 2.3 W ver b ar tor. The Guarantor hereby waives:
(A) Notice of acceptance of this Guaranty.
(B) Diligence, presentment and demand for payment of any or all of the
Indebtedness and/or any document, note, agreement or mortgage related to any or all of
the Indebtedness.
(C) Protest and notice of protest, dishonor or default to the Guarantor or to any
other party with respect to the Indebtedness.
(D) Any and all notices to which the Guarantor might otherwise be entitled.
(E) Any demand for payment under this Guaranty.
(F) Any and all defenses to payment including, without limitation, any defenses
and counterclaims of the Guarantor or the Borrower based upon fraud, negligence or the
failure of any condition precedent or claims of offset or defenses involving the invalidity,
irregularity or unenforccability of all or any part of the liabilities herein guaranteed or any
defense otherwise available to the Guarantor or the Borrower.
(G) Any and all rights of subrogation, reimbursement, indemnity, exoneration,
contribution or any other claim which the Guarantor may now or hereafter have against
4
the Borrower or any other person directly or contingently liable for the Indebtedness
guaranteed hereunder, or against or with respect to the Borrower's property (including,
without limitation, property collateralizing the Indebtedness), arising from the existence
or performance of this Guaranty and whether or not such claim, right or remedy arises in
equity, under contract, by statute, under common law or otherwise.
Section 2.4 Nature of Guaranty.. This Guaranty is a guaranty of payment and not
merely of collection and the Guarantor hereby waives the right to require that any action be
brought first against the Borrower or any other Guarantor, or any security, or to require that
resort be made to any security or to any balance of any deposit account on credit on the books of
the Lender in favor of the Borrower or of any Guarantor.
Section 2.5 Continuation of Guaranty. The Guarantor further agrees that the
obligations hereunder shall continue to be effective or reinstated, as the case may be, if at any
time payment or any part thereof of the Indebtedness is rescinded or must otherwise be restored
by the Lender upon the bankruptcy or reorganization of the Borrower, the Guarantor or
otherwise.
Section 2.6 Subordination of Debt. The Guarantor hereby subordinates any and all
indebtedness of Borrower now or hereafter owed to Guarantor to all indebtedness of Borrower to
Lender and agrees with Lender that from and after, but only from and after, the date whereon
Lender notifies Guarantor that Borrower is then in default under any or all of the Indebtedness,
Guarantor shall not demand or accept any payment from Borrower, shall not claim any offset or
other reduction of Guarantor's obligations hereunder because of any such indebtedness and shall
not take any action to obtain any interest in any of the security described in and encumbered by
any document, note, agreement or mortgage related to any or all of the Indebtedness; provided,
however, that, if Lender so requests, such Indebtedness shall be collected,' enforced and received
by Guarantor as trustee for Lender and paid over to Lender on account of the indebtedness of
Borrower to Lender, but without reducing or affecting in any manner the liability of Guarantor
under the other provisions of this Guaranty except to the extent the principal amount of such
outstanding indebtedness shall have been reduced by such payment.
Section 2.7 Financial, Statements. Guarantor will deliver to Lender, within, one hundred
twenty (120) days after the end of each calendar year, current personal financial statements of
Guarantor, and Guarantor also agrees to deliver to Lender within fifteen (15) days after filing
same, a copy of Guarantor's signed and filed federal income tax return, and also, from time to
time at the request of Lender, such other financial 'information with respect to Guarantor as
Lender may request. If Guarantor fails to provide any statement or return required by this
Section for fifteen (15) days after notice of said failure from Lender, Guarantor will be obligated
to pay a fee of $1,000.00 for each successive thirty (30) day period after the expiration of the
notice period during which Lender has not received the required statement or return.
Section 2.8 Transfer of Interest. Guarantor agrees not to make or permit to be made, by
a voluntary or involuntary means, any transfer of the interest of Guarantor in the Borrower,
without first obtaining the prior written consent of Lender.
ARTICLE 3
EVENTS OF DEFAULT
Section 3.1 Events of Default Defined. An "Event of Default" shall exist if any of the
following occurs:
(A) Any party named as a Guarantor fails to perform or observe any covenant
contained herein.
(B) Any warranty, representation or other statement by or on behalf of any party
named as a Guarantor contained in this Guaranty is false or misleading in any material
respect when made.
(C) A receiver, liquidator or trustee of any party named as a Guarantor or any of
his or its property is appointed by court order, or any party named as a Guarantor is
adjudicated bankrupt or insolvent or any of his or its property is sequestered by court
order and such order remains in effect for more than thirty (30) days, or a petition is filed
against any party named as a Guarantor under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30)
days of such filing.
(D) Any party named as a Guarantor files a petition in voluntary bankruptcy or
seeks relief under any provision of any reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or
hereafter in effect, or consents to the filing of any petition against' it under any such law.
(E) Any party named as a Guarantor makes an assignment for the benefit of
creditors or admits in writing inability to pay debts generally as they become due, or
consents to the appointment of a receiver, trustee or liquidator of all or any part of his or
its property.
(F) The occurrence of an event of default under any document, note, agreement or
mortgage related to any or all of the Indebtedness.
Section 3.2 Remedies on Default. If an event of default exists, Lender may proceed to
enforce the provisions hereof and to exercise any other rights, powers and remedies available to
the Lender.
Section 3.3 Waiver and Notice.
(A) No remedy herein conferred upon or reserved to the Lender is intended to be
exclusive of any other available remedy or remedies, but each and every such remedy
shall be cumulative and shall be in addition to every other remedy given under this
Guaranty now or hereafter existing at law or in equity or by statute.
(B) No delay or omission to exercise any right or power accruing upon the
occurrence of any Event of Default shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right or power may be exercised from time
to time and as often as may be deemed expedient.
(C) In order to entitle the Lender to exercise any remedy reserved to it in this
Guaranty, it shall not be necessary to give any notice, other than such notice as may be
expressly required in this Guaranty.
(D) No waiver, amendment, release or modification of this Guaranty shall be
established by conduct, custom or course of dealing.
ARTICLE 4
MISCELLANEOUS
Section 4.1 Construction. If this Guaranty is executed by two or more parties, they shall
be jointly and severally liable hereunder and the phrase Guarantor whenever used herein shall be
construed to refer to each of the parties in the same manner and with the same effect as if each
party had signed a separate guaranty.
Section 4.2 Governiag Law. This Guaranty shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
Section 4.3 Submipjgn Lo Jurisdiction. The Guarantor hereby irrevocably and
unconditionally agrees that any suit, action or proceeding arising out of or relating to this
Guaranty shall be brought in the state courts of the Commonwealth of Pennsylvania or federal
district court for the Middle District of Pennsylvania and waives any right to object to
jurisdiction within either of the foregoing forums by Lender. Nothing contained herein shall
prevent Lender from bringing any suit, action or proceeding or exercising any rights against any
security and against any Guarantor personally, and against any property of any Guarantor, within
any other jurisdiction and the initiation of such suit, action or proceeding or taking of such action
in any such other jurisdiction shall in no event constitute a waiver of the agreements contained
herein with respect to the laws of the Commonwealth of Pennsylvania governing the rights and
obligations of the parties hereto or the agreement of the Guarantor to submit to personal
jurisdiction within the Commonwealth of Pennsylvania.
Section 4.4 Waiver of Jury Trig. The Guarantor and Lender agree that any suit,
action or proceeding arising under or in connection with this Guaranty shall be before a
court without a jury.
Section 4.5 Successors and Assns. This Guaranty shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto.
Section 4.6 Notices. Any notices required or permitted to be given hereunder shall be:
(i) personally delivered or (ii) given by registered or certified mail, postage prepaid, return
receipt requested, or (iii) forwarded by overnight courier service, in each instance addressed to
the addresses set forth at the head of this Guaranty, or such other addresses as the parties may for
themselves designate in writing as provided herein for the purpose of receiving notices
hereunder. All notices shall be in writing and shall be deemed given, in the case of notice by
personal delivery, upon actual delivery, and in the case of appropriate mail or courier service,
upon deposit with the U.S. Postal Service or delivery to the courier service.
Section 4.7 Entire Agreement. This Guaranty constitutes the entire understanding
between the Guarantor and the Lender and to the extent that any writings not signed by the
Lender or oral statements or conversations at any time made or had are inconsistent with the
provisions of this Guaranty, the same shall be null and void.
Section 4.8 Amendments. No amendment, change, modification, alteration or
termination of this Guaranty shall be made except upon the written consent of the Lender.
Section 4.9 Assignment. This Guaranty is assignable by Lender in whole or in part in
conjunction with an assignment of the Note and any assignment hereof or any transfer or
assignment of the Note or portions thereof shall operate to vest in any such assignee the rights
and powers, in whole or in part, as appropriate, herein conferred upon and granted to Lender.
Section 4.10 Partial Invalidity. The invalidity or unenforceability of any one or more
phrases, sentences, clauses or sections in this Guaranty shall not affect the validity or
enforceability of the remaining portions of the Guaranty or any part thereof.
Section 5. CONFESSION OF JUDGMENT. GUARANTOR HEREBY
VOLUNTARILY, KNOWINGLY, UNDERSTANDINGLY AND IRREVOCABLY
AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF
ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE
AT ANY TIME TO APPEAR FOR AND CONFESS JUDGMENT THEREIN AGAINST
GUARANTOR FOR THE ENTIRE 'UNPAID PRINCIPAL BALANCE OF THE
INDEBTEDNESS AND THE ACCRUED AND UNPAID INTEREST THEREON AND
LATE CHARGES AND ALL OTHER SUMS DUE UNDER OR IN CONNECTION
WITH THE INDEBTEDNESS, WHETHER OR NOT A DEFAULT HAS OCCURRED,
AND WITH OR WI'T'HOUT COMPLAINT FILED, AS ELECTED BY LENDER,
TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF
FIVE PERCENT (5°/a), BUT NOT LESS THAN FIVE THOUSAND DOLLARS
($5,000.00), WITH RELEASE OF ERRORS, AND WITHOUT RIGHT OF APPEAL;
AND FOR SO DOING, THIS GUARANTY OR A COPY HEREOF VERIFIED BY
AFFIDAVIT OR SWORN STATEMENT SHALL BE SUFFICIENT WARRANT.
GUARANTOR WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE
BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT.
EXECUTION MAY IMMEDIATELY BE ISSUED ON THE JUDGMENT, WITHOUT
PRIOR NOTICE OR HEARING, TO GARNISH, LEVY OR ATTACH ANY PERSONAL
PROPERTY OF GUARANTOR. NO SINGLE EXERCISE OF THE FOREGOING
WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO
EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE
HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER
SHALL CONTINUE UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO
TIME AS OFTEN AS LENDER SHALL ELECT, UNTIL ALL SUMS PAYABLE OR
THAT MAY BECOME PAYABLE BY GUARANTOR HAVE BEEN PAID IN FULL.
IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the day and
year first above written.
--__(SEAL)
By.
Edward Tubbs
ay; / /' ""Z_
--(SEAL)
Cry . Tubbs
Loan No. 1001-000047
DISCL ORE FOR CONFESSION OF JUDk 2;T
THE UNDERSIGNED IS EXECUTING, THIS 20TH DAY OF JUNE, 2005, A
CONTINUING, UNLIMITED GUARANTY ("GUARANTY") PAYABLE TO AMERICHOICE
FEDERAL CREDIT UNION ("LENDER") IN CONNECTION WITH A LOAN IN THE
AMOUNT OF $390,000 TO JEFFREY L. ROSE, EDWARD TUBBS, JEED, LLC , AND
ZJJ LIMITED PARTNERSHIP, FOR COMMERCIAL PURPOSES.
INITIALS:
THE UNDERSIGNEDIS ATTORNEY OR A REPRESENTATIVE OF LENDER HAS
EXPLAINED TO THE UNDERSIGNED THAT THE GUARANTY CONTAINS WORDIN G THAT
WOULD PERMIT THE LENDER TO ENTER JUDGMENT AGAINST THE UNDERSIGNED AT
THE COURTHOUSE, WHETHER OR NOT AN EVENT OF DEFAULT HAS OCCURRED,
WITHOUT NOTICE, AND WITHOUT OFFERING THE OPPORTUNITY TO DEFEND AGAINST
THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY
LEGAL MEANS WITHOUT A PRIOR NOTICE OR A HEARING BY USE OF THE SHERIFF,
WHO MAY SEIZE PROPERTY, REAL AND PERSONAL, WITHOUT PRIOR NOTICE OR
HEARING.
INITIALS:
IN EXECUTING THE GUARANTY, THE UNDERSIGNED IS KNOWINGLY,
UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO RESIST THE ENTRY
OF JUDGMENT AGAINST THE UNDERSIGNED AT THE COURTHOUSE, AND IS
CONSENTING TO THE CONFESSION OF JUDGMENT. THE UNDERSIGNED IS FURTHER
KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO ANY
PRIOR NOTICE OR HEARING PRIOR TO THE LENDER'S SEIZING OF PROPERTY BY
WRIT OF EXECUTION AGAINST BANK ACCOUNTS AND PERSONAL AND/OR REAL
PROPERTY AFTER THE ATTAINMENT OF A JUDGMENT BY CONFESSION.
INITIALS:_
THE UNDERSIGNED CERTIFIES TH AT THE GUARANTY WAS EXECUTED IN
CONNECTION WITH A COMMERCIAL TRANSACTION AND DOES NOT INVOLVE A
CONSM42R TRANSACTION, THAT THE UNDERSIGNED'S INCOME EXCEEDS $10,000.00
ANNUALLY, AND THAT THE UNDERSIGNED RECEIVED A COPY OF THIS DISCLOSURE
AT THE TIME OF SIGNING.
WITNESS:
Loan No. 1001-000047
By (SEAL)
Cry a L. Tubbs
DISCL ORE FOR CONFESSION OF JUD, !NT
THE UNDERSIGNED IS EXECUTING, THIS 20TH DAY OF JUNE, 2005, A
CONTINUING, UNLIMITED GUARANTY ('GUARANTY") PAYABLE TO AMERICHOICE
FEDERAL CREDIT UNION ("LENDER") IN CONNECTION WITH A LOAN IN THE
AMOUNT OF $390,000 TO JEFFREY L. ROSE, EDWARD TUBBS, DEED, LLC , AND
EJJ LIMITED PARTNERSHIP, FOR COMMERCIAL PURPOSES.
INITIALS :
f
THE UNDERSIGNED'S ATTORNEY OR A REPRESENTATIVE OF LENDER HAS
EXPLAINED TO THE UNDERSIGNED THAT THE GUARANTY CONTAINS NORDIN G THAT
WOULD PERMIT THE LENDER TO ENTER JUDGMENT AGAINST THE UNDERSIGNED AT
THE COURTHOUSE, WHETHER OR NOT AN EVENT OF DEFAULT HAS OCCURRED,
WITHOUT NOTICE, AND WITHOUT OFFERING THE OPPORTUNITY TO DZPMM AGAINST
THE ENTRY OF JUDGMENT, AND THAT THE JUDGMENT MAY BE COLLECTED BY ANY
LEGAL MEANS WITHOUT A PRIOR NOTICE OR A HEARING BY USE OF THE SHERIFF,
WHO MAY SEIZE PROPERTY, REAL AND PERSONAL, WITHOUT PRIOR NOTICE OR
HEARING.
G?
INITIALS: r
IN EXECUTING THE GUARANTY, THE UNDERSIGNED IS KNOWINGLY,
UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO RESIST THE ENTRY
OF JUDGMENT AGAINST THE UNDERSIGNED AT THE COURTHOUSE, AND IS
CONSENTING TO THE CONFESSION OF JUDGMENT. THE UNDERSIGNED IS FURTHER
KNOWINGLY, UNDERSTANDINGLY, AND VOLUNTARILY WAIVING THE RIGHT TO ANY
PRIOR NOTICE OR HEARING PRIOR TO THE LENDER'S SEIZING OF PROPERTY BY
WRIT OF EXECUTION AGAINST BANK ACCOUNTS AND PERSONAL AND/OR REAL
PROPERTY AFTER THE ATTAINMENT OF A JUDGMENT BY CONFESSION.
INITIALS :
THE UNDERSIGNED CERTIFIES TH AT THE GUARANTY WAS EXECUTED IN
CONNECTION WITH A COMMERCIAL TRANSACTION AND DOES NOT INVOLVE A
CONSUMER TRANSACTION, THAT THE UNDERSIGNED'S INCOME EXCEEDS $10,000.00
ANNUALLY, AND THAT THE UNDERSIGNED RECEIVED A COPY OF THIS DISCLOSURE
AT THE TIME OF SIGUNG.
WITNESS:
By: (SEAL)
war Tubbs `
Loan kS. 1001
3/20/2009
JEED LLC
324 Market Street
Scott's Grill Olde Town Mediterranean
New Cumberland, Pa 17070
Dear JEED LLC:
As of 3/9/2009 the payoff unt for loan 1
Principal $365,065.13
Interest $20,233.82
LateFee $621.52
Penalty Amount 0.00
Other Fees $0.00
Total Due $385,920.47
Daily Accrual $73.52
7 is as follows:
AMERICHOICE FEDERAL IN THE COURT OF COMMON PLEAS
CREDIT UNION, CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
CIVIL ACTION - LAW
V.
No:
JEFFREY L. ROSE, EDWARD TUBBS, :
JEED, LLC, and EJJ. LIMITED
PARTNERSHIP, BEVERLY L. ROSE, CONFESSION OF JUDGMENT
CRYSTAL L. TUBBS,
Defendants
VERIFICATION
I hereby verify that the statements of fact made in the foregoing documents are true
and correct to the best of my knowledge, information and belief. I understand that any false
statements therein are subject to the criminal penalties contained in 18 Pa C. S. § 4904,
relating to unsworn falsification to authorities.
Date: 03/20/09
VP
AmeriChoice Federal Credit Union
Page 15 of 17
n
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Ak
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fa-l
Sheriffs Office of Cumberland County
R Thomas Kline o?'AT of cisnbrr/ Edward L Schorpp
Sheriff CSolicitor
Ronny R Anderson Jody S Smith
Chief Deputy OFFICE of THE g?4ERIFF Civil Process Sergeant
SHERIFF'S RETURN OF SERVICE
03/24/2009 06:45 PM - Mark Conklin, Deputy Sheriff, who being duly sworn according to law, states that on March 26,
2009 at 1845 hours, he served a true copy of the within Confession of Judgment upon the within named
defendant, to wit: Jeffery L. Rose by making known unto Beverly Rose, wife of defendant, at 1 SilverMaple
Drive, Boiling Springs, Cumberland County, Pennsylvania, 17007, its contents and at the same time handi
to her personally the said true and correct copy of the same.
03/24/2009 06:45 PM - Mark Conklin, Deputy Sheriff, who being duly sworn according to law, states that on March 24,
2009 at 1845 hours, he served a true copy of the within Confession of Judgment upon the within named
defendant, to wit: Beverly Rose by making known unto Beverly Rose personally, at 1 Silver Maple Drive,
Boiling Springs, Cumberland County, Pennsylvania, 17007, its contents and at the same time handing to
her personally the said true and correct copy of the same.
03/24/2009 06:45 PM - Mark Conklin, Deputy Sheriff, who being duly sworn according to law, states that on March 24,
2009 at 1845 hours, he served a true copy of the within Confession of Judgment upon the within named
defendant, to wit: EJJ Limited Partnership by making known unto Beverly Rose, adult in charge, at 1 Silvei
Maple Drive, Boiling Springs, Cumberland County, Pennsylvania, 17007, its contents and at the same time
handing to her personally the said true and correct copy of the same.
03/24/2009 06:50 PM - Mark Conklin, Deputy Sheriff, who being duly sworn according to law, states that on March
2009 at 1850 hours, he served a true copy of the within Confession of Judgment upon the within named
defendant, to wit: Edward Tubbs by making known unto Crystal Tubbs, wife of defendant, at 100 Shirley
Lane, Boiling Springs, Cumberland County, Pennsylvania, 17007, its contents and at the same time bandit
to her personally the said true and correct copy of the same.
03/24/2009 06:50 PM - Mark Conklin, Deputy Sheriff, who being duly sworn according to law, states that on March 2.4,
2009 at 1850 hours, he served a true copy of the within Confession of Judgment upon the within named
defendant, to wit: Crystal Tubbs by making known unto Crystal Tubbs personally, at 100 Shirley Lane,
Boiling Springs, Cumberland County, Pennsylvania, 17007, its contents and at the same time handing to
her personally the said true and correct copy of the same.
03/26/2009 06:00 PM - Mark Conklin, Deputy Sheriff, who being duly sworn according to law, states that on March 26,
2009 at 1800 hours, he served a true copy of the within Confession of Judgment upon the within named
defendant, to wit: Jeed, LLC, by making known unto Jamie Cramer, Manager, at 324 Market Street, New
Cumberland, Cumberland County, Pennsylvania, 17070, its contents and at the same time handing to her
personally the said true and correct copy of the same.
SHERIFF COST: $132.72 SO ANSWER,
Z
March 30, 2009 R THOMAS KLINE, SHER F
De ty Seri
Docket NO. 2009-1811
Americhoice Federal Credit Union v Jeffery L. Rose
SHERIFF'S OFFICE OF CUMBERLAND COUNTY
Ronny R Anderson,
Sheriff
r'- ,-
~~ s
Jody S Smith
Chief Deputy
Edward L Schorpp
Solicitor
21l~!''IAY I~ ANili~ 34
r. .
AmeriChoice Federal Credit Union
vs.
Jeffery L. Rose (et al.)
Case Number
2009-1811
SHERIFF'S RETURN OF SERVICE
12/23/2009 07:44 PM -Shawn Harrison, Deputy Sheriff, who being duly sworn according to law, states that on
December 23, 2009 at 1940 hours, he posted a true copy of the within Real Estate Writ, Notice, Poster
and Description, in the above entitled action, upon the property of Jefferey L. & Beverly L. Rose, Ejj
Limited Partnership, Edward & Crystal L. Tubbs, & Jeed, LLC d/b/a Scott's Grille Olde Towne
Mediterranean, located at, 324-326 Market Street, New Cumberland, Cumberland County, Pennsylvania
according to law.
12/29/2009 09:55 PM -Shawn Harrison, Deputy Sheriff, who being duly sworn according to law, states that on
December 29, 2009 at 2155 hours, he served a true copy of the within Real Estate Writ, Notice and
Description, in the above entitled action, upon the within named defendant, to wit: Ejj, Limited Partnership,
by making known unto, XJeffrey Rose, Partner, at, 1 Silver Maple Drive, Boiling Springs, Cumberland
County, Pennsylvania its contents and at the same time handing to him personally the said true and
correct copy of the same.
03/03/2010 Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that after due and legal notice
had been given according to law, he exposed the within described premises at public venue or outcry at
the Courthouse, Carlisle, Cumberland County, Pennsylvania on March 3, 2010 at 10:00 o'clock A.M. He
sold the same for the sum of $1.00 to Attorney Darrel C. Dethlefs, on behalf of, Americhoice Federal
Credit Union, 2175 Bumble Bee Hollow Road, Mechanicsburg, PA 17055, being the buyer in this
execution, paid to Sheriff Ronny R. Anderson, the sum of $ 1459.44
SHERIFF COST: $1,459.44 SO ANSWERS,
May 10, 2010 RON R ANDERSON, SHERIFF
~~ .L~[:~ ~'.(~. CGS .
. 5 C? L.C ~--try.
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.~ ~"
AMERICHOICE FEDERAL
CREDIT UNION,
Plaintiff
V
JEFFREY L. ROSE, EDWARD TUBBS,
JEED, LLC, AND JJ LIMITED PARTNERSHIP,
BEVERLY L. ROSE, CRYSTAL L. TUBES,
Defendants
1N THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION -LAW
No: 09-1811
AFFIDAVIT PURSUANT TO RULE 3129.1
AMERICHOICE FEDERAL CREDIT UNION, plaintiff in the above captioned action, by its attorney,
Dethlefs-Pykosh Law Group, LLC, sets forth as of the date of the Praecipe for the Writ of Execution was
filed the following information concerning the real property located at, 324-326 Market Street, New
Cumberland, Cumberland County, Pennsylvania 17070.
1. Name and Address of Owner(s) or reputed Owner(s)
Name:
EJJ Limited Partnership
Address
324-326 Market Street
New Cumberland, Pennsylvania, 17070
2. Name and address of Defendants in the Judgment
Jeffrey L. Rose
l Silver Maple Dr.
Boiling Springs, PA 17007
Beverly L. Rose
1 Silver Maple Dr.
Boiling Springs, PA 17007
Edward Tubbs
100 Shirley Lane
Boiling Springs, PA 17007
Jeed, LLC
324 Market St
New Cumberland, PA 17070
Crystal Tubbs
100 Shirley Lane
Boiling Springs, PA 17007
EJJ, Limited Partnership
r 1 Silver Maple Drive
Boiling Springs, PA 17007
3. Name and last known address of every judgment creditor whose judgment is a record lien on the real
property to be sold:
Name: Wilco Enterprises, Inc
223 Allendale Way
Camp Hill, PA 1701 l
4. Name and address of last recorded holder of every mortgage of record:
Name: Americhoice Federal Credit Union
2175 Bumble Bee Hollow Road
P.O. Box 1429
Mechanicsburg, PA 17055
5. Name and address of every other person who has any record lien on the property
NONE
~ '~
6. Name and address of every other person who has any record interest in the property and whose interest
may be affected by the sale.
NONE
7. Name and address of every other person of whom the plaintiff has knowledge who has any interest in the
property which may be affected by the sale.
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF PUBLIC WELFARE
PO Box 2675
Harrisburg, PA 17105
DOMESTIC RELATIONS OF
CUMBERLAND COUNTY
l3 North Hanover Street
Carlisle, PA 17013
TENANT/OCCUPANT
324-326 Market St.
New Cumberland, PA 17070
INTERNAL REVENUE SERVICE
FEDERATED INVESTORS TOWER
13T" Floor, Suite 1300
1001 Liberty Avenue
Pittsburgh, PA 15222
DEPARTMENT OF PUBLIC WELFARE
WELFARE TPL CASUALTY UNIT
ESTATE RECOVERY PROGRAM
PO Box 8486, Willow Oak Building
Harrisburg, PA 17105
COMMONWEATH OF
PENNSYLVANIA, BUREAU OF
INDIVIDUAL TAX, INHERITANCE
TAX DIVISION
6T" Floor, Strawberry Sq.
Dept. 28061
Harrisburg, PA 17128
1 verify that the statements made in this affidavit are true and correct to the best of my personal
knowledge or information and belief. I understand that false st ments herein are made subject to the
penalties of 18 Pa. C.S. Sec. 4904 relating to unsworn falsifica i to authorities.
Date: ~._ ~ 5- G`~ --
Darre I . Dethlefs
Attorney for Plaintiff
AMERICHOICE FEDERAL
CREDIT UNION,
Plaintiff
V
JEFFREY L. ROSE, EDWARD TUBBS,
JEED, LLC, AND JJ LIMITED PARTNERSH[P,
BEVERLY L. ROSE, CRYSTAL L. TUBBS,
Defendants
To:
Jeffrey L. Rose
1 Silver Maple Dr.
Boiling Springs, PA 17007
Edward Tubbs
100 Shirley Lane
Boiling Springs, PA 17007
Jeed, LLC
324 Market St
New Cumberland, PA 17070
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL ACTION -LAW
No: 09-181 1
Beverly L. Rose
1 Silver Maple Dr.
Boiling Springs, PA 17007
Crystal Tubbs
100 Shirley Lane
Boiling Springs, PA 17007
EJJ, Limited Partnership
"'1 Silver Maple Drive
Boiling Springs, PA 17007
The real estate at 324-326 Market Street, New Cumberland, Pennsylvania 1070, is scheduled to be sold at
the Sheriff's sale on March 3, 2010 at 10:00 am in the Cumberland Count Courthouse, South Hanover
Street, Carlisle, Pa 17013, to enforce the court judgment of $405,455.37 obtained by Americhoice Federal
Credit Union against you. In the event the sale is continued, an announcement will be made at said sale in
compliance with Pa.R.C.P., Rule 3129.3.
NOTICE OF OWNERS RIGHTS
YOU MAY BE ABLE TO PREVENT T}1IS SHERIFF'S SALE
To prevent this Sheriff's Sale, you must take immediate action:
The sale will be cancelled if you pay to Americhoice Federal Credit Union the judgment amount,
costs and reasonable attorney's fees due. To find out how much you must pay, you may contact
John Needs at Americhoice Federal Credit Union 2175 Bumble Hollow Road, P.O. Box 1429,
Mechanicsburg, PA 17055
You may be able to stop the sale by filing a petition asking the Court to strike or open the
judgment, if the judgment was improperly entered. You may ask the Court to postpone the sale for
good cause.
You may also be ale to stop the sale through other legal proceedings.
You may need and attorney to assert your rights. The sooner you contact one, the more chance you will
have of stopping the sale.
YOU MAY STILL BE ABLE TO SAVE YOUR PROPERTY AND YOU HAVE OTHER RIGHTS EVEN
IF THE SF{ERIFF'S SALE DOES TAKE PLACE.
If the Sheriffls Sale is not stopped, your property will be sold to the highest bidder. You may find
s
out the price bid by contacting John Needs at Americhoice Federal Credit Union 2175 Bumble Hollow
Road, P.O. Box 1429, Mechanicsburg, PA 17055
2. You may be able to petition the Court to set aside the sale if the bid price was grossly inadequate
compared to the value of the property.
3. The sale will go through only if the buyer pays the Sheriff the full amount due in the sale. To find
out if this has happened, you may call (717) 240-6390.
4. If the amount due from the Buyer is not paid to the Sheriff; you will remain the owner of the
property as if the sale never happened.
5. You have the right to remain in the property until the full amount due is paid to the Sheriff and the
Sheriff gives a deed to the buyer. At that time, the buyer may bring legal action to evict you.
6. You may be entitled to a share of the money which was paid for the property. A schedule of
distribution of the money bid for your property will be filed by the Sheriff within 30 days of the sale. This
schedule will state who will be receiving that money. The money will be paid out in accordance with this
schedule unless exceptions are filed with the Sheriff within ]0 days after the distribution is filed.
7. You may also have other rights and defenses, or ways of getting your property back, if you act
immediately after the sale.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. [F YOU DO NOT HAVE A
LAWYER OR CANNOT AFFORD ONE, CONTACT THE OFFICE LISTED BELOW TO FIND OUT
WHERE YOU CAN OBTAIN LEGAL HELP.
CUMBERLAND COUNTY ATTORNEY REFERRAL SERVICE
CUMBERLAND COUNTY BAR ASSOCIATION
2 LIBERTY AVENUE
CUMBERLAND COUNTY COURTHOUSE
CARLISLE, PA 17013
(717)249-3166
Notice: This property is sold at the direction of the plaintiff. It may not be sold in the absence of a
representative of the plaintiff at the Sheriffs Sale. The sale must be postponed or stayed in the event that a
representative of the Plaintiff is not present at the sale.
,~\
^~'~Y
/ ~~a3~ ~~:c~
'~ i~J~1:1 I LIr~L~~
THIS DEED ~00~ JUN 23 R~111 2~
Made the _~ d day of June, 2005,
BETWEEN JENNCO PROPERTIES, INC., A Pennsylvania Corporation,
Party of the First Part, hereinafter designated as GRANTOR;
AND
GRANTEE.
and, EJJ LIMITED PARTNERSHIP, hereinafter designated as
WETNESS, that the said Grantor for and in consideration of the sum of
TWO HUNDRED AND SEVENTY THOUSAND AND 00/100 (x270,000.00) DOLLARS,
lawful money of the United States of America, to the Grantor in hand well and truly paid
by the Grantee, at or before the sealing and delivery of these presents, the receipt
whereof is hereby acknowledged and the Grantor being therewith fully satisfied, does by
these presents grant, bargain and sell, release and confirm unto the said Grantee, their
heirs and assigns,
ALL THAT CERTAIN tract or parcel of land and premises situate in the
Borough of New Cumberland, Cumberland County, Pennsylvania, more particularly
described as follows:
TRACT NO. 1
BEGINNING at a point on Market Street at the intersection of Lot No_ 108, now or late
the property of Delaney Lenhart: THENCE in a Southwesterly direction along the line of
Lot No. 108, 150 feet to an alley; THENCE along the line of other land now or late of
William J. James; THENCE in a Northwestwardly direction along the line of land of said
last mentioned land, 150 feet to market Street; THENCE along Market Street in an
Northwesterly direction, 50 feet tot he point of BEGINNING.
BEING Lot No. 107 on the general Plan of the Borough of New Cumberland and having
thereon erected a brick building.
TRANT NO. 2
BEGINNING at a post on Market Street; THENCE by Lot no. 107 South 40 degrees
West, 150 feet to an alley; THENCE by said alley North 50 degrees West 50 feet to Lot
No. 109; THENCE by said Lot North 40 degrees East, 150 feet to Market Street;
THENCE by said Street South 50 degrees East, 50 feet tot he Place of BEGINNING.
BDOK ~~9 ~ ;LEA ~~~
BEING Lot No. 10$ on the General Plan of the Borough of New Cumberland.
TOGETHER with all and singular the buildings, improvements, ways,
woods, watercourses, rights, liberties, privileges, hereditaments and appurtenances to
the same belonging or in anywise appertaining; and the reservation and reversions,
remainder and remainders, rents, issues and profits thereof, and of every part and
parcel thereof; AND ALSO all the estate, right, title, interest, use, possession, property,
claim and demand whatsoever of the Grantor both in law and in equity, of, in and to the
premises herein described and every part and parcel thereof with the appurtenances.
TO HAVE AND TO HOLD all and singular the premises herein described together with
the hereditaments and appurtenances unto the Grantee and to the Grantee's proper
use and benefit forever.
AND the Grantor covenants that, except as may be herein set forth, they
do and will forever specially warrant and defend the lands and premises,
hereditaments and appurtenances hereby conveyed, against the Grantor and all other
persons lawfully claiming the same or to claim the same or any part thereof, by, from or
under it, them or any of them.
In alt references herein to any parties, persons, entities or corporations,
the use of any particular gender or plural or singular number is intended to include the
appropriate gender or number as the text of the within instrument may require.
Wherever in this instrument any party shall be designated or referred to by
name or general reference, such designation is intended to and shall have the same
effect as if the words "heirs, executors, administrators, personal or legal
representatives, successors and assigns" had been inserted after each and every such
designation.
IN WITNESS WHEREOF, the Grantors have hereunto set their hands and
seals, or if a corporation, it has caused these presents to be signed by its proper
corporate officers and its corporate seal to be affixed hereto, the day and year first
above written.
SIGNED, SEALED ANU DELIVERED
IN THE PRESENCE OF
OR ATTESTED BY
. L
Calvin W. Williams, Jr., S cretary
JENNCO PROPERTIES,
(SEAL)
aooK ~~9 i-,~c~~5~
.. WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA) NO 09-1811 Civil
COUNTY OF CUMBERLAND) CIVIL ACTION -LAW
TO THE SHERIFF OF CUMBERLAND COUNTY:
To satisfy the debt, interest and costs due AMERICHOICE FEDERAL CREDIT UNION,
Plaintiff (s)
From JEFFREY L. ROSE; EDWARD TUBBS; JEED, LLC and EJJ LIMITED PARTNERSHIP;
BEVERLY L. ROSE; CRYSTAL L. TUBBS
(1) You are directed to levy upon the property of the defendant (s)and to sell SEE LEGAL
DESCRIPTION .
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
of
GARNISHEE(S) as follows:
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereof;
(3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a
garnishee and is enjoined as above stated.
Amount Due $405,455.37 L.L. $.50
Interest from 3/23/09 at $73.52 per day -- To be Determined
Atty's Comm $19,307.40 % Due Prothy $2.00
Atty Paid $186.72 Other Costs
Plaintiff Paid
Date: 11 /24/09
(Seal)
REQUESTING PARTY:
Name: DARRELL C. DETHLEFS, ESQUIRE
Address: DETHLEFS-PYKOSH LAW GROUP
2132 MARKET STREET
CAMP HILL, PA 17011
Attorney for: PLAINTIFF
Telephone: 717-975-9446
Curtis R. Long, Prothonotary
By:
Deputy
Supreme Court ID No. 58805
On November 30 2009 the Sheriff levied upon the
defendant's interest in the real property situated in
Borough of New Cumberland, Cumberland County, PA,
Known and numbered, 324-326 Market Street, New Cumberland,
more fully described on Exhibit "A" filed with this
writ and by this reference incorporated herein.
Date: November 30, 2009
By:
Real Estate Coordina or
1~ ~ --
'vi ,~
~~~ ~~ .
~~ '
~ ~ jJ`~pd~~,
- `~ ~~
,_
PROOF OF PUBLICATION OF NOTICE
IN CUMBERLAND LAW JOURNAL
(Under Act No. 587, approved May 16, 1929), P. L.1784
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
ss.
Lisa Marie Coyne, Esquire, Editor of the Cumberland Law Journal, of the County and
State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law
Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid,
was established January 2, 1952, and designated by the local courts as the official legal
periodical for the publication of all legal notices, and has, since January 2, 1952, been regularly
issued weekly in the said County, and that the printed notice or publication attached hereto is
exactly the same as was printed in the regular editions and issues of the said Cumberland Law
Journal on the following dates,
viz:
January 22, January 29, and February 5, 2010
Affiant further deposes that he is authorized to verify this statement by the Cumberland
Law Journal, a legal periodical of general circulation, and that he is not interested in the subject
matter of the aforesaid notice or advertisement, and that all allegations in the foregoing
statements as to time, place and character of publication are true.
Coyne, Editor
SW~&lV TO AND SUBSCRIBED before me this
5 day of February, 2010
~ ~~
Notary ` -~
ticra~t~~ sF,a~
DEECSRAH A CC?LLIP~S
t`~ct~;.ry Pub'c
CF?!?LISl.E E?Ct20, C•Jf,'sct;l,`~; ;p COLP;IY
N,y Co. nmis5ion kx~~~r<:: ~,. , Vic, ":~~ ~ r,
Writ Ro. 2009-1811 Civil
AmeriChoice Federal Credit Union
vs.
Jeffery L. Rose
Beverly L. Rose
EJJ, Limited Partnership
Edward Tubbs
Crystal L. Tubbs
Jeed, LLC d/b/a Scott's Grille
Olde Towne Mediterranean
Atty: Darrel C. Detlefs
ALL THAT CERTAIN tract or paz-
cel of land and premises situate in
the Borough of New Cumberland,
Cumberland County, Pennsylvania,
more particularly described as fol-
lows:
TRACT NO. 1
BEGINNING at a point on Maz-
ket Street at the intersection of Lot
No. 108, now or late the property
of Delaney Lenhazt: THENCE in a
Southwesterly direction along the
line of Lot No. 108, 150 feet to an al-
ley; THENCE along the line of other
land now or late of William J. James;
THENCE in a Northwestwazdly direc-
tion along the line of land of said last
mentioned land, 150 feet to market
Street; THENCE along Market Street
in an Northwesterly direction, 50 feet
tot he point of BEGINNING.
BEING Lot No. 107 on the general
Plan of the Borough of New Cumber-
land and having thereon erected a
brick building.
TRACT NO. 2
BEGINNING at a post on Mar-
ket Street; THENCE by Lot no. 107
South 40 degrees West, 150 feet
to an alley; THENCE by said alley
North 50 degrees West 50 feet to Lot
No. 109; THENCE by said Lot North
40 degrees East, 150 feet to Market
Street; THENCE by said Street South
50 degrees East, 50 feet tot he Place
of BEGINNING.
BEING Lot No. 108 on the General
Plan of the Borough of New Curn-
berland.
TOGETHER with all and singular
the buildings, improvements, ways,
woods, watercourses, rights, liber-
ties, privileges, hereditaments and
appurtenances to the same belonging
or in anywise appertaining; and the
reservation and reversions, remain-
der and remainders, rents, issues
and profits thereof, and of every
part and parcel thereof: AND ALSO
all the estate, right, title, interest,
use, possession, property, claim and
demand whatsoever of the Grantor
both in law and in equity, of, in and
to the premises herein described and
every part and parcel thereof with the
appurtenances. TO HAVE AND TO
HOLD all and singular the premises
herein described together with the
hereditaments and appurtenances
unto the Grantee and to the Grant-
ee's proper use and benefit forever.
AND the Grantor covenants that,
except as may be herein set forth,
they do and will forever specially
wazrant and defend the ]ands and
premises, hereditaments and appur-
tenances hereby conveyed, against
the Grantor and all other persons
lawfully claiming the same or to claim
the same or any part thereof, by, from
or under it, them or any of them. In
all references herein to any parties,
persons, entities or corporations,
the use of any particular gender or
plural or singular number is intended
to include the appropriate gender
or number as the text of the within
instrument may require. Wherever
in this instrument any party shall be
designated or referred to by name or
general reference, such designation is
intended to and shall have the same
effect as if the words "heirs, exec-
cutors, administrators, personal or
legal representatives, successors and
assigns" had been inserted after each
and every such designation.
IN WITNESS WHEREOF, the
Grantors have hereunto set their
hands and seals, or if a corpora-
tion, it has caused these presents
to be signed by its proper corporate
officers and its corporate seal to be
affixed hereto, the day and year first
above written.
PROPERTY ADDRESS: 324-326
Market Street, New Cumberland,
PA 17070.
The Patriot-News Co.
' ~ 812 Market St.
Harrisburg, PA,17101
Inquiries - 717-255-8213
CUMBERLAND CO. SHERIFFS OFFICE
CUMBERLAND COUNTY COURT HOUSE
CARLISLE
PA 17013
c~l1e ~latriot News
NOw you know
THE PATRIOT NEWS
THE SUNDAY PATRIOT NEWS
Proof of Publication
Under Act No. 587, Approved May 16, 1929
Commonwealth of Pennsylvania, County of Dauphin} ss
Marianne Miller, being duly sworn according to law, deposes and says:
That she is a Staff Accountant of The Patriot News Co., a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania, with its principal office and place of business at 812 to 818 Market Street, in the City of
Harrisburg, County of Dauphin, State of Pennsylvania, owner and publisher of The Patriot-News and The Sunday Patriot-News
newspapers of general circulation, printed and published at 812 to 818 Market Street, in the City, County and State aforesaid; that
The Patriot-News and The Sunday Patriot-News were established March 4th, 1854, and September 18th, 1949, respectively, and
all have been continuously published ever since;
That the printed notice or publication which is securely attached hereto is exactly as printed and published in their regular
daily and/or Sunday/ Metro editions which appeared on the date(s) indicated below. That neither she nor said Company is
interested in the subject matter of said printed notice or advertising, and that all of the allegations of this statement as to the time,
place and character of publication are true; and
That she has personal knowledge of the facts aforesaid and is duly authorized and empowered to verify this statement on
behalf of The Patriot-News Co. aforesaid by virtue and pursuant to a resolution unanimously passed and adopted severally by the
stockholders and board of directors of the said Company and subsequently duly recorded in the office for the Recording of Deeds
in and for said County of Dauphin in Miscellaneous Book "M", Volume 14, Page 317.
PUBLICATION COPY This ad ran on the date(s) shown below:
01 /22110
01 /29110
02/05/10
Sworn to,.$ra`d subscribed before m f th~24 d of February, 2010 A.D.
\ c `Notary Public
Cr OMMONVVEALTFi QF PENNSYLVANIA
` ^lotarial Seal
Sherrie P.. 44isner, lvatary Public
h' City C7# ~darrisburg, Dauphin County
9~Ay Co-nmissior4 Expires Nov. 26, 2011
lVlemDer. Pennsulwania Association of Notaries
poclat Nun~r >r00Y-1e11 Clvll
Tisrm
AmsrlCholce Federal CredR
tlnlon
vs. .
Jeffery L. Rose
Beverly L. Rose
EJJ, Limited Partnership
Edward Tubbs
Crystal L.Tubbs
,lead, LLC dlb/a Scott's Grille
OldeTowne Mediterranean
Arty: Darrel C. Oarless
ALL THAT CERTAIN tract or parcel of land
and premises situate in the Borough of New
Cumberland, CSamberland County, Pennsylvania,
more partlcttlarly described as follows: TRACT
N0.1 BEGINNING at a point on Market Street
at t~e intersection of Lot No. 108, now or late
the property of Delaney Lentiatt: THENCE in a
Southwesterly direction along the line of Lot
No. 108, 150 feet to an alley; THENC$ along
the line. of ethet land now or late of William J.
James; THENCE in a Northwest`wardly
direction along the line of land of said last
mentioned land, 150 feet to anazket Street;
THENCE along Market Street in an
Northwesterly direction, SO feet tot he point of
BEGINNING. BEING Lot No. 107 on the
general Plan of .the Borough of 'New
Cumberland and having thereon erected a brick
building. TRACT N0.2 BEGINNING at a post
on Market Street; THENCE by Lot no. 107
South 40 degrees West, 150 feet to an alley;
THENCE by said alley North 50 degrees West
50 feet to Lot No. i09; THENCE by said I,,ot
North 40 degrees East, 150 feet to Mazket
Street; TI-IENCE by said Street South- 50
degrees East, 50 feet tot he Place of
BEGIlVNING. BEING -Lot No. 108 on the
General Plan of the Borough of New
Cumbeila~. T'OGETFIF.R with all and singular
.the buildings, improve~nta, ways, woods,
watercoauxes, rights, liberties, ptivikges,
hereditaments and appurtenances to the sauce
belonging or in anywise appertaining;. and the
,reservation and reveasions, remainder and
remainders, rents, issues and profits thereof, and
of every part and parcel thereof: AND ALSO all
the estate, right, title, interest, use, possession,
property, claim and demand whatsoever of the
Grantor both in law and in equity, of, in and to
the premises herein described and every part and
parcel thereof with the appurtenances. TO
Ht~E AND TO HOLD all and singulaz the
premises herein described together with the
hereditaments and appurtenances unto the
Grantee and to the Grantee's proper use and
bendfit forever. AND the Grantor covenants that,
except as may be herein set forth, they do and
will forever specially warrant and defend the
.lands and .premises, hereditaments and
appuurtenances hereby conveyed, against the
Grantor and all other persons lawfully chtimiag
the same or to claim the same or any -part
thereof, by, from or under it, them or any of
them, In all referepces herein to any parties,
persons, entities or corporations, the use of any
particulaz gender or plural or singulaz number is
intended to include the appropriate gender or
nwnber as the text of the within instrument may
require:, Wherever in this instrument any parry
shall be designated or refened to by name or
general references such designation is ineended
to amd s1w M+rc ~ bmea d~rt>r'~n?11'~+t *~ds
"bwxcs, ~ ~ ~ m'.
~--
logrt alive;, raaMeNS t~1.
had b¢en itt~Ctted a4te~ afnclr atd equiy "such
designation:
IN WITNESS WHEREOF, dte Grantors have
hereunto set their hands and seals, or if a
cotpora6on, it has caused these presents to be
signed by its: proper corporate officers and its
corporate seal to be affixed hereto, the
day and yeaz fast above written.
PROPERT7 ADDRESS: 324-326 Market
Street, New Cumberland, PA 17070
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
} SS:
I, Robert P. Ziegler, Recorder of Deeds in and for said County and State do hereby certify that
the Sheriffls Deed in which AMERICHOICE FEDERAL CREDIT UNION is the grantee the same
having been sold to said grantee on the 3RD day of MARCH A.D., 2010, under and by virtue of a writ
Execution issued on the 24TH day of NOV, A.D., 2009, out of the Court of Common Pleas of said
County as of Civil Term, 2009 Number 1811, at the suit of AMERICHOICE FED CR UN against EJJ
LIMITED PARTNERSHIP, JEFFREY 1 ROSE EDWARD TUBBS DEED LLC BEVERLY L ROSE &
CRYSTAL L TUBBS is duly recorded as Instrument Number 201011833.
IN TESTIMONY WHEREOF, I have her junto set my hand
-f~-_~
and seal of said office this /~~
A.D. ~c'lC
~,
day of
of Deeds
:W~i~11t
1lJ~9oM
RLED-OFTE
IN THE UNITED STATES BANKRUPTCY COURT ; M(,! 3 2 b PSI 2: 05
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
IN RE: PE"YWMA
JEFFREY L. ROSE CHAPTER 7
and BEVERLY L. ROSE,
Debtors
JEFFREY L. ROSE,
and BEVERLY L. ROSE,
Movants
V.
AMERICHOICE FEDERAL
CREDIT UNION,
Respondent
CASE NO.: 1-10-00700
(LIEN AVOIDANCE)
CIERITiFTET.) FRO10 P"EGMD this- --
?f
per---,
Deputy Clerk
ORDER AVOIDING A JUDICIAL LIEN
The Motion of Debtors, Jeffrey L. Rose and Beverly L. Rose, to Avoid a Judicial Lien,
having come this day before the Court, it is:
HEREBY ORDERED that the judgment entered by Americhoice Federal Credit Union,
in the Court of Common Pleas of Cumberland County, Pennsylvania to No. 2009-01811 is
avoided and declared void as to all of the real property located at I Silver Maple Drive, Boiling
Springs, Cumberland County, Pennsylvania owned by the Debtors in that it impairs an
exemption claimed by the Debtors in such real property to which the Debtors would otherwise
be entitled.
By the C:oi:st,
Date: July 26, 2010
Robert N. Opel, II, Bankruptcy Jtidge
t7ru?
JK o(t77c43
Ort 2Ct-7 351
Case 1:10-bk-00700-RNO Doc 51 Filed 07/26/10 Entered 07/26/10 14:58:51 Desc
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