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HomeMy WebLinkAbout09-6143C:\StatesResources\Zeplin\A44-ForeclosureComplaintdoc LUNDY, FLITTER, BELDECOS & BERGER, P.C By: PHILLIP D. BERGER, ESQUIRE Identification Number: 58942 450 N. Narberth Avenue Narberth, PA 19072 (610) 668-0774 ------------------------------------------- STATES RESOURCES CORP., successor by assignment from Wachovia Bank, National Association, f/k/a First Union National Bank 4848 S. 131 Street Omaha, NE 68137 Plaintiff, V. FREDERICK ZEPLIN 15 Cumberland Road Lemoyne, PA 17043 ---------------------- Defendant_------------ ATTORNEYS FOR PLAINTIFF COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 09-6 I43 ('? per, COMPLAINT FOR MORTGAGE FORECLOSURE 1. Plaintiff States Resources Corp., successor by assignment from Wachovia Bank, National Association, f/k/a First Union National Bank (hereinafter "SRC") is a corporation with a place of business at 4848 S. 131 Street, Omaha, Nebraska. 2. Defendant Frederick Zeplin ("Zeplin") is upon information and belief an adult individual last known residing at 15 Cumberland Road, Lemoyne, Pennsylvania. 3. The real estate which is the subject of the instant Complaint in Mortgage Foreclosure is located in Cumberland County, Pennsylvania. 4. On or about January 9, 2001, First Union National Bank ("Bank") made a loan to defendant Zeplin in the principal sum of $188,000.00 (the "Loan"), pursuant to the terms of that certain promissory note dated January 9, 2001 (the "Note"). A true and correct copy of the Note is attached hereto and made a part hereof as Exhibit "A". 5. As security for the repayment of the Loan, Defendant Zeplin provided an open-end mortgage and assignment of leases dated January 9, 2001 (the "Mortgage") in favor of the Bank on the real property located at 15 North 21St Street, Camp Hill, Pennsylvania, (the "Property"). A true and correct copy of the Mortgage is attached hereto and made a part hereof as Exhibit "B". 6. The Mortgage was recorded on January 12, 2001 in the land records for Cumberland County, Pennsylvania in mortgage book 1663, page 647, et. seq. 7. On or about January 20, 2006, the repayment terms for the Loan was modified as specifically set forth in that certain promissory note dated January 20, 2006 (the "Modified Note"). A true and correct copy of the Modified Note is attached hereto and made a part hereof as Exhibit «C„ The Modified Note and Loan continued to be secured by the Mortgage. 9. Defendant Zeplin is the real owner of the land and improvements subject to the Mortgage. A true and correct copy of the legal description of the Property is attached hereto and made a part hereof as Exhibit "D". 10. The Mortgage was assigned to SRC as set forth in that certain assignment of mortgage ("Assignment of Mortgage") dated September 8, 2008 which Assignment of Mortgage has been filed of record on November 25, 2008 in the Cumberland County Recorder of Deeds Office at instrument #200837996, and accordingly all amounts due and owing from Defendant Zeplin to the Bank are now due and owing to SRC. A true and correct copy of the Assignment of Mortgage is attached hereto and made a part hereof as Exhibit "E". 11. Defendant Zeplin is in default of the Note, which is secured by the Mortgage, due to his failure to make the required payments of principal and interest as and when due thereon. 12. Notice pursuant to Act 6, 41 P. S. § 101, et. seq. was sent to the Defendant on July 23, 2009 by sending the combined notice required pursuant to 12 Pa. Code, Chapter 31 (the "Combined Notice"). A true and correct copy of the Combined Notice is attached hereto and made a part hereof as Exhibit "F". 13. The Combined Notice pursuant to the Homeowner's Emergency Mortgage Assistance Act of 1983, 35 P. S. §1680.401 c, et. sea. as amended by 12 P.A. Code, Chapter 31 was provided to the Defendant. A true and correct copy of the Combined Notice is attached hereto and made a part hereof as Exhibit "F" 14. Due to the Defendant's default, the sum of $153,481.34 is immediately due and owing as follows: Principal $131,960.99 Interest as of 8/27/09 13,264.80 Late Fees 8,255.55 Total Amount Due $153,481.34 Interest continues to accrue on the Note and Mortgage at the rate of $38.12 per diem. 15. No prior judgment has been entered on the Mortgage in any jurisdiction. WHEREFORE, Plaintiff States Resources Corporation, as successor by assignment from Wachovia Bank, National Association, f/k/a First Union National Bank hereby demands judgment in mortgage foreclosure on the property located at 15 North 21St Street, Camp Hill, Pennsylvania in its favor and against Defendant Frederick Zeplin and judgment in the amount of $153,481.34 against Defendant Frederick Zeplin, together with all costs, including reasonable attorney's fees and interest accrued through the date of the judgment. LUNDY, FLITTER, BELDECOS & BERGER, P.C. By: (? ' PHILLIP D. BERGER, ESQUIRE Dated: ?-? EXHIBIT A ?I FON $188,000.00 PROMISSORY NOTE January 9, 2001 Frederick W. Zeplin 15 Cumberland Road Lemoyne, Pennsylvania 17043 (Individually and collectively "Borrower") First Union National Bank 123 South Broad Street Philadelphia, Pennsylvania 19109 (Hereinafter referred to as "Bank") Borrower promises to pay to the order of Ba , in lawfW money of the United States of America, at its office indicated above or wherever else Ba k may specify, the sum of One Hundred Eighty-Eight Thousand and No/100 Dollars ($188.000.00). such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, exten4ions or modifications hereof, this "Note"). SECURITY. Borrower has granted Bank a Lecurity interest in the collateral described in the Loan Documents, including, but not limited to, reel property collateral described in that certain Open-End Mortgage of even date herewith. i INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the rate of 9.00% i DEFAULT RATE. In addition to all other rigl1ts contained in this Note, if a Default (as defined herein) occurs and as long as a Default continues, alll outstanding Obligations shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rite shall also apply from acceleration until the Obligations or any judgment thereon is paid in full. INTEREST AND FEE(S) COMPUTATION (AC TUAL/360). Interest and fees, if any, shall be computed on the basis of a 360-day year for the actupl number of days in the applicable Computation"). The Actual/360 Computation determines the annual effect ve yield by by taking (« stated rate fora ear's (nominal) y period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate. PREPAYMENT COMPENSATION. This Note may be prepaid in whole or in part at any time; gfflykW, however, that if this Note is prepaid in whole in part, whether voluntary, mandatory, upon acceleration or otherwise, the prepayment shall be accomplsnied by an additional amount equal to 1 % of the amount prepaid for each year (or portion thereof) remaining on the term of the loan, up to a maximum prepayment fee of 5% of the amount prepaid. Any prepayment in whole or in part shall inclu ..e accrued interest and all other sums then due under any of the Loan Documents. No partial prepay nt shall affect the obligation of Borrower to make any payment of principal or interest due under this , ote on the due dates specified. ACCURATE FINANCIAL INFORMATION. Borrower represents and covenants to Bank that on and after the date of this Note: (i) all financial statement4 of Borrower fumished to Bank are correct and accurately reflect the financial conditions of Borrower as !of the respective dates thereof; and (ii) at such times as Bank requests, Borrower will fumish Bank with puch financial information as Bank may request. 535OW (Rev w9.0) NoleAoc REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of principal and interest in the amount of $1,921.01 commencing on February 9, 2001, and continuing on the same day of each month thereafter until fully paid. In any event, all principal and accrued interest shall be due and payable on January 9, 2006. AUTOMATIC DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT. Borrower authorizes Bank to debit demand deposit account number 1010008161642 or any other account with Bank (nesting number • 021200025) designated in writing by Borrower, beginning February 9, 2001 for any payments due under this Note. Borrower further certifies that Borrower holds legitimate ownership of this account and preauthorizes this periodic debit as part of its right under said ownership. APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations shall be applied to pc crudd interest and then to principal. If a Default occurs, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank. If any payment received by Bank under this Nbte or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any 6dverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made. DEFINITIONS. Loan Documents. The term' "Loan Documents" used in this Note and the other Loan Documents refers to all documents executed ih connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other document# executed in connection therewith: or related thereto, and may include, without limitation, a commitment; letter that survives dosing, a loan agreement, this Note, guaranty agreements, security agreements, security instruments, financing statements, instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101). Obligations. The term "Obligations" used in this Note refers to any and all indebtedness c1nd other obligations under this Note, all other obligations under any other Loan Document(s), and all obligations under any swap agreements (as defined in 11 U.S.C. § 101) between Borrower and Bank whenever executed. Certain Other Terms. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code. LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each payment past due for 10 of more days. Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received. i If this Note is secured by owner-occupied res ential real property located outside the state in which the office of Bank first shown above is located, d* late charge laws of the state where the real property is located shall apply to this Note and the late charge shall be the highest amount allowable under such laws. If no amount is stated thereunder, the late charge shall be 5% of each payment past due for 10 or more days. ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses incurred to enforce or collect any df the Obligations including, without limitation, reasonable arbitration, paralegals', attorneys' and expects' fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding. 535090 (Rev w9.o) Page 2 NoN.aoc USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing, returned to Borrower. s DEFAULT. If any of the following occurs, a default ("Default") under this Note shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or Default under this Note or any other Loan Documents. False Warranty. A warranty or representation made or deemed made in the Loan Documents or furnished Bank in connection with the loan evidenced by this Note proves materially false, or if of a continuing nature, becomes materially false. Cross Default. At Bank's t option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the holder(s) of the majority ownership interests of Borrower with Bank or its affiliates ("Affiliate" shall have the meaning as defined in 11 U.S.C. § 101, except that the :term "Borrower" shall be substituted for the term "Debtor" therein; "Subsidiary" shall mean any business in which Borrower holds, directly or indirectly, a controlling interest). Cessation, Bankruptcy. The death of, appointment of a guardian for, dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Borrower, its Subsidiaries or Affiliates, if any, pr any general partner of or the holder(s) of the majority ownership interests of Borrower, or any party to the Loan Documents. Material Business Alteration. Without prior written consent of Sank, a material alteration in the kind or type of Borrower's business. REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan Documents, Bank ma at any time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien agai tst Borrower's accounts without notice. Acceleration Upon Default. Accelerate the maturity of this Note and, at Bank's option, any or all other Obligations, whereupon this Note and the accelerated Obligations shall be immediately due and payable. Cuniulative. Exercise any rights and remedies as provided under the Note and other Loan Documents, or as provided by law or equity. i FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information as Bank may reasonably request from time to time, includi g without limitation, financial statements and information pertaining to Borrower's financial condition. Su6h information shall be true, complete, and accurate. WAIVERS AND AMENDMENTS. No waivers, ±amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Qefault or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Nob and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof otC the exercise of any other right, power or remedy. i Each Borrower or any person liable under this Note waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further; each agrees that Bank may extend, modify or renew this Note or make a novation of the loan evidenced by this Note for any period, and grant any releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to any other Borrower or any other person liable under this Note or other Loan Documents, all without notice to or consent of each Borrower or each person who May be liable under this Note or any other Loan Document and without affecting the liability of Borrower or any person who may be liable under this Note or any other Loan Document. MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in wind rights under this Note and the other Loan Documents are freely assignable, in whole or in part, by Bank. In addition, nothing in this Note or any of the other Loan Documents shall prohibit Bank from pl#dging or assigning this Note or any of the other Loan Documents or any interest therein to any Fedeial Reserve Bank. Borrower shall not assign its rights and s3soeo (Rev ".o) Page 3 Nos doc i interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank's prior written consent is null and void. Any assignment shall not release Borrower from the 3 Obligations. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank's address shown above without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement or any commitment letter that survives closing, the terms of this Note shall control. Borrower's Accounts. Except as prohibited by law, Borrower grants Bank a security interest in all of Borrower's accounts with Bank and any of its affiliates. Jurisdigtion. Borrower irrevocably agrees to non-exclusive personal jurisdiction in -the state named in Bank's address shown above. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivered to the Bonv*Ws address shown above or such other address as provided hereunder, and to Bank, if in writing and mailed or delivered to Bank's office address shown above or such other address as Bank may specify in writing from time to time. In the event that Borrower changes Borrower's address at any time prior to the date the Obligations are paid in full. Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions. All references in the Loan Documents to Borrower,1 guarantor, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term "person" shall mean any individual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Use of Proceeds. The proceeds of the loan(s) evidenced by this Note shall be used for the commercial purposes of Borrower. Advances. Bank may, in its sole discretion, make other advances which shall be deemed to be advances under this Note, even though the stated principal amount of this Note may be exceeded as a -result thereof. Posting of Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next banking day. Joint and Several Obligations. Each person who signs this Note as a Borrower (as; defined herein) is jointly and severally obligated. Fees and Taxes. Borrower shaft promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at dosing or arising from time to time. ARBITRATION. Upon demand of any party thereto, wheth er made before or after institution of any judicial proceeding, any claim or controversy *sing out of or relating.to the Loan Documents between parties hereto (a "Dispute") shall be resolved by binding arbitration conducted under and governed by the Commercial Financial Disputes Arbitration Rues (the "Arbitration Rules") of the American Arbitration Association (the "AAA") and the Federal Arbitration Act. Disputes may include. without limitation, tort claims, counterclaims, a dispute as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents exeeuted in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements. Special Rules. All arbitration hearings sha® be conducted in the city named in the address ofBank first stated above. A hearing shall begin within 90 days of demand for arbitration and all hearings: shall conclude within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et sear of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein. Preservation and Limffation of Remedies. Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by selffiNp to exercise or prosecute the following remedies, as applicable: (f) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; 535OW fRev w9.0) Page 4 NWe ace 1 6 (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to.any party's entitlement to such remedies is a Dispute. Waiver of Exemplary Damages. The parties agree that they shall not have a remedy of punitive or exemplary damages against other paaies in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute whether the Dispute is resolved by arbitration or judicially. Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A DISPUTE. IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note to be executed under seal. PLACE OF EXECUTION AND DELIVERY. ! Borrower hereby certifies that this Note and the Loan Documents were executed in the Commonwealth of Pennsylvania and delivered to Bank in the Commonwealth of Pennsylvania. (SEAL) deric W. Taxpayer Idenofication Number: 206-34-8335 68259537 535080 (Rev w9.0) Page 5 Now aoc E IBIT B FN C% PREPARED BY: Mae Cheeks RETURN TO: SBBO Post-Closing, PA1322 First Union National Bank Business Banking Division 123 South Broad Street Philadelphia, Pennsylvania 19109 n r: >:.?-?_ . ;.--•- _-gin ,01 in, 12 .1}iYW?[`.• 8191125 I herabY certify ffiat the a r of the Bank (Mortgagee) stated below is correct P `'s OPEN-END MORTGAGE AND ABSOLUTE ASSIGNMENT OF LEASES This MORTGAGE (hereafter referred to as "Mortgage") made January 9, 2001, by and between, Frederick W. Zeplin, whose address Is 15 Cumberland Road, Lemoyne, Pennsylvania 47043 ("Morlgagce) and First Union National Bank, a national banking association, whose address Is 123 South Broad Street, Philadelphia, Pennsylvania 19109 ("Bank"). WITNESSETH: To secure payment and performance of obligations under a Promissory Note (the "Note') dated January 9, 2001, in the amount of $188,000.00, made by Mortgagor payable to Bank, this Mortgage other loan docxxnents as defined In the Note (the "Loan Documents"), and swap agreements between Bank and Mortgagor as defined in 11 U.S.C. § 101, all other Indebtedness of Mortgagor to Bank whenever borrowed or incurred, and any renewals, extensions, novations, or modifications of the foregoing (collectively the "Obligations"), and in consideration of these premises and for other conslderaft , Mortgagor does mortgage, grant and convey unto Bank, its successors and assigns, all of Mortgagor's right, title and interest now owned or hereafter acquired In and to each of the following (collectively, the "Property"): (i) all those certain tracts of land In the Borough of Camp HMI, County of Cumberland, Commonwealth of Pennsylvania described in EXHIBIT A attached hereto and made part hereof (the "Land"); (il) all buildings and improvements now or hereafter erected on the Land; (iii) all fixtures attached to the Land or any buildings or improvements situated tlrereon; and (iv) all estates, rights, tenements, hereditaments, privileges, rents, issues, profits easements, and appurtenances of any kind benefiting the land; all means of access to and from the Land, whether public or private; and all water and mineral rights, TO HAVE AND TO HOLD the Property and all the estate, right, title and interest, In taw and in equity, of Mortgagors in and to the Property unto Bank, Its successors and assigns, forever. Mortgagor WARRANTS AND REPRESENTS that Mortgagor is lawfully setted of the Property, in The simple, absolute, that Mortgagor has the legal right to convey and encumber the same, and that the Property Is free and dear of all liens and encumbrances. Mortgagor further warrants and will forever defend all and singular the Property and title thereto to Bank and Bank's successors and assigns, against the lawful claims of all persons whomsoever. PROVIDED ALWAYS that if all Obligations are timely paid and performed each and every representation, warranty, agreement, and condition of this Mortgage, the other Loan Documents and any ?01 547 MW W4.0) .800X1663 mor 464 MLM* *C swap agreements, are complied with and abided by, this Mortgage and the estate hereby created shall cease and be null, void, and canceled of record. follows: To protect the security of this Mortgage, Mortgagor further represents and agrees with Bank as Payment of Obligations. That the Obligations shall be timely paid and performed. Future Advances. This Mortgage is given to secure not only existing Obligations, but also future advances to the same extent as if such future advances are made on the date of the execution of this Mortgage. The principal amount (including any swap agreements and future advances) that may be so secured may decrease or increase from time to time, but the total amount so secured at any one time shall not exceed the maximum principal amount of $188,000.00, plus all interest, costs, reimbursements, fees and expenses due under this Mortgage and secured hereby. Mortgagor shall not execute any document that impairs or otherwise impacts the priority of any future advances secured by this Mortgage. Leases, Subleases and Easements. Mortgagor shall maintain, enforce and cause to be performed all of the terms and conditions under any lease, sublease or easement which may constitute a portion of the Property. Mortgagor shall not, without the consent of Bank, enter into any new lease of all or any portion of the Property, agree to the cancellation or surrender under any lease of all or any portion of the Property, agree to prepayment of rents, issues or profits (other than rent paid at the suing of a lease or sublease), modify any such lease so as to shorten the term, decrease the rent, accelerate the payment of rent, or change the terms of any renewal option; and any such purported new lease, cancellation, surrender, prepayment or modification made without the consent of Bank shalt be v*W as against Bank. Required Insurance. Mortgagor shall maintain with respect to the Property: (i) during construction of any improvements on the Property, "all-risk" builders risk insurance (non4vporting Completed Value with Special Cause of Loss form), in an amount not less than the total value of the improvements under construction, naming Bank as mortgagee and loss payee; (ii) upon commotion of construction and at all other times, insurance against loss or damage by fire and other casualties and hazards by insurance written on an "all risks" basis, including specifically windstorm and/or hail damage, in an amount not less than the replacement cost thereof, naming Bank as loss payee and mortgagee; (Iii) If the Property is required to be insured pursuant to the National Flood Reform Act of 1994, and the regulations promulgated thereunder, flood insurance in an amount at least equal to the lesser of the completed replacement value of the improvements on the Property or the maximum limit of coverage available thereunder, naming Bank as mortgagee and loss payee; and (Iv) liability insurance providing coverage in such amount as Bank may require but In no event less than $1,000,000.00 combined single limit, naming Bank as an additional insured; and (v) such other insurance as Bank may require from time to time. Ali casualty insurance policies shall contain an endorsement or agreement by the insurer in form satisfactory to Bank that any loss shall be payable in accordance with the terms of such policy notwithstanding any act or negligence of Mortgagor and the further agreement of the insurer waiving rights of subrogation against Bank, and rights of set-off, counterclaim or deductions against Mortgagor. All insurance policies shall be in form, provide coverages, be issued by companies and be in amounts satisfactory to Bank. At least 30 days prior to the expiration of each such policy, Mortgagor shall furnish Bank with evidence satisfactory to Bank that such policy has been renewed or replaced or Is no longer required hereunder. All such policies shall provide that the policy will not be canceled or materially amended without at least 30 days prior written notice to Bank. In the event Mortgagor fads to provide, maintain, keep in force, and furnish to Bank the policies of insurance required by this paragraph. Bank may procure such Insurance or single-interest insurance in such amounts, at such premium, for such risks and by such means as Bank chooses, at Mortgagor's expense; provided however, Bank shall have no responsibility to obtain any insurance, but if Bank does obtain insurance, Bank shall have no BOCK i PAGE 46487 5"M (Rev w4.0) Page 2 M oOK&C responsibility to assure that the insurance obtained shall be adequate or provide any protection to Mortgagor. Insurance Proceeds. After occurrence of any loss to any of the Property, Mortgagor shall give -0rompt written notice thereof to Bank. In the event of such loss all insurance proceeds shall be payable to Bank, and Mortgagor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to Bank. Bank is hereby authorized by Mortgagor to settle, adjust or compromise any daims for loss or damage under any policy or policies of insurance and Mortgagor appoints Bank as its attorney-in-fact to receive and endorse any insurance proceeds to Bank, which appointment is coupled with an interest and shall be irrevocable as long as any Obligations remain unsatisfied. In the event of any damage to or destruction of the Property, Bank shall have the option of applying or paying all or part of the insurance proceeds to (i) the Obligations in such order as Bank may determine, (ii) restoration of the Property, or (Ili) Mortgagor. Nothing herein shall be deemed to excuse Mortgagor from restoring, repairing and maintaining the Property as required herein. Impositions; Escrow Deposit. Mortgagor will pay all taxes, levies, assessments and other fees and charges imposed upon or which may become a lien upon the Property under any law or ordinance (all of the foregoing collectively "Impositions") before they become delinquent and in any event In the same calendar year in which they first become due. Upon request of Bank, Mortgagor shall add to each periodic payment required under the Note the amount estimated by Bank to be sufficient to enable Bank to pay, as they come due, all Impositions and insurance premiums which Mortgagor is required to pay hereunder. Payments requested under this provision shall be supplemented or adjusted as required by Bank from time to time. Such funds may be commingled with the general funds of Bank and shall not earn interest. Upon the occurrence of a Default, Bank may apply such funds to pay any of the Obligations. Use of Property. Mortgagor shall use and operate, and require its lessees or licensees to use and operate, the Property in compliance with all applicable laws and ordinances, covenants, and restrictions, and with all applicable requirements of any lease or sublease now or hereafter affecting the Property. Mortgagor shall not permit any unlawful use of the Property or any use that may give rise to a claim of forfeiture of any of the Property. Mortgagor shall not allow changes in the stated use of Property from that disclosed to Bank at the time of execution hereof. Mortgagor shall not initiate or acquiesce to a zoning change of the Property without prior notice to, and written consent of, Bank. Maintenance, Repairs and Alterations. Mortgagor shall keep and maintain the Property in good condition and repair and fully protected from the elements to the satisfaction of Bank. Mortgagor will not remove, demolish or structurally alter any of the buildings or other improvements' on the Property (except such alterations as may be required by laws, ordinances or regulations) without the prior written consent of Bank. Mortgagor shall promptly notify Bank in writing of any material loss, damage or adverse condition affectting the Property. Eminent Domain. Should the Property or any interest therein be taken or damaged by reason of any public use or improvement or condemnation proceeding ("Condemnation"), or should Mortgagor receive any notice or other information regarding such Condemnation, Mortgagor shall give prompt written notice thereof to Bank. Bank shall be entitled to all compensation, awards and other payments or relief granted in connection with such Condemnation and, at its option, may commence, appear in and prosecute in its own name any action or proceedings relating thereto. Bank shall be entitled to make any compromise or settlement in connection with such taking or damage. All compensation, awards, and damages awarded to Mortgagor related to any Condemnation (the "Proceeds") are hereby assigned to Bank and Mortgagor agrees to execute such further assignments of the Proceeds as Bank may require. Bank shall have the option of applying or paying the Proceeds in the same manner as insurance proceeds as provided herein. Mortgagor appoints Bank as its attomey-in-fact to receive and endorse the R00K JGQ ?W 50724 (Rev W4.0) Page 3 m mNnAbC Proceeds to Bank, which appointment is coupled with an interest and shall be irrevocable as long as any Obligations remain unsatisfied. Environmental Condition of Property and Indemnity. Mortgagor warrants and represents to Bank, except as reported by Mortgagor to Hank in writing, that: (i) Mortgagor has inspected and is familiar with the_ environmental condition of the Property; (ii) the Property and Mortgagor, and any occupants of the Property, are in compliance with and shall continue to be in compliance with all applicable federal, state and local laws and regulations intended to protect the environment and public health and safety as the same may be amended from time to time ("Environmental Laws"); (iii) the Property is-hot and has never been used to generate, handle, treat, store or dispose of, in any quantity, oil, petroleum products, hazardous or toxic substances, hazardous waste, regulated substances or hazardous air pollutants ("Hazardous Materials") in violation of any Environmental Laws; and (iv) no Hazardous Materials (including asbestos or lead paint in any form) are located on or under the Property or emanate from the Property. Further, Mortgagor represents to Bank that no portion of the Property is a protected wetland.-Mortgagor agrees to notify Bank immediately upon receipt of any citations, warnings, orders, notices, consent agreements, process or claims alleging or relating to violations of any Environmental laws or to the environmental condition of the.Property. Mortgagor shall indemnify, hold harmless, and defend Bank from and against any and all damages, penalties, fines, claims, suits, liabilities, costs, judgments and expenses, including attorneys', consultants' or experts' fees of every kind and nature incurred, suffered by or asserted against Bank as a direct or indirect result of (1) representations made by Mortgagor in this Section being or becoming untrue in any material respell; (ii) Mortgagor's violation of or failure to meet the requirements of any Environmental Laws; or (iii) Hazardous Materials which, while the Property is subject to this Mortgage exist on the Property. Bank shall have the right to arrange for or conduct environmental inspections of the Property from time to time (including the taking of soil, water, air or material samples). The cost of such inspections made after Default or which are required by laws or regulations applicable to Bank shall be borne by Mortgagors - Mortgagor's obligations under this Section shall continue, survive and remain in full force and effect notwithstanding foreclosure, satisfaction of this Mortgage or full satisfaction of the Obligations. However, Mortgagor's indemnity shall not apply to any negligent or intentional act of Bank which takes place after foreclosure or satisfaction of this Mortgage. Appraisals. Mortgagor agrees that Bank may obtain an appraisal of the Property when required by the regulations of the Federal Reserve Board or the Office of the Comptroller of the Currency or at such other times as Bank may reasonably require. Such appraisals shall be performed by an independent third party appraises selected by Bank. The cost of such appraisals shall be bome by Mortgagor. If requested by Bank. Mortgagor shall execute an engagement letter addressed to the appraiser selected by Bank. Mortgagor failure or refusal to sign such an engagement letter, however, shall not Impair Bank's right to obtain such an appraisal. Mortgagor agrees to pay the cost of such appraisal within 10 days after receiving an invoice for such appraisal. Inspections. Bank, or its representatives or agents, are authorized to enter at any reasonable time upon any part of the Property for the purpose of Inspecting the Property and for the purpose of performing any of the acts it Is authorized to perform under the terms of this Mortgage. Liens and Subrogation. Mortgagor shall pay and promptly discharge all liens, claims and encumbrances upon the Property. Mortgagor shall have the right to contest in good faith the validity of any such lien, claim or encumbrance, provided: (t) such contest suspends the collection thereof or there is no danger of the Property being sold or forfeited while such contest is pending; (11) Mortgagor first deposits with Bank a bond or other security satisfactory to Bank in such amounts as Bank shall reasonably require; and (iii) Mortgagor thereafter diligently proceeds to cause such lien, claim or encumbrance to be removed and discharged. . Bank shall be subrogated to any liens, claims and encumbrances against Mortgagor or the Property that are paid or discharged through payment by Bank or with loan proceeds, notwithstanding the record cancellation or satisfaction thereof. ROOKU63 PAGt: M 50724 (Rev w4A) Page 4 11 RI hADC Waiver of Mortgagor's Rights. Mortgagor waives any: (i) rights of homestead or other exemption with regard to any of the Property; (ii) rights or claims of equitable or statutory redemption; (iii) rights of appraisal; and (iv) rights to require marshaling of assets. Payments by Bank; Indemnification. In the event of default in the timely payment or performance of any of the Obligations, Bank, at its option and without any duty on its part to determine the validity or necessity thereof, may pay the sums for which Mortgagor is obligated. Further, Bank may pay such sums as Bank deems appropriate for the protection and maintenance of the Property including, without limitation, sums to pay Impositions and other levies, assessments or liens, maintain insurance, make repairs, secure the Property, maintain utility service, intervene in any condemnation and pay attomeys' fees and other fees and-costs to enforce this Mortgage. or protect the lien hereof (including foreclosure) or collect the Obligations, without limitation, incli7af those incurred in any proceeding including Bankruptcy or arbitration. Any amounts so paid shall bear interest at the default rate stated in the Note and shall be secured by this Mortgage. In the event Bank shall become party to any suit or legal proceeding b reason of its status as holder of this Mortgage, Mortgagor shall indemnify and hold harmless Bank aneimburse Bank for any amounts paid or incurred by Bank, including all reasonable costs, charges and attorneys' fees in any such suit or proceeding. Assignment of Rents. Mortgagor hereby absolutely assigns and transfers to Bank all the leases, rents, issues and profits of the Property (collectively "Rents"). Although this assignment is effective immediately, so long as no Default exists, Bank gives to and confers upon Mortgagor the privilege under a revocable license to collect as they become due, but not prior to accrual, the Rents and to demand, receive and enforce payment, give receipts, releases and satisfactions, and sue-in the name of Mortgagor for all such Rents. Mortgagor represents there has been no prior assignment of leases or Rents, and agrees not to further assign such leases or Rents. Upon any occurrence of Default, the license granted to Mortgagor herein shall be automatically revoked without further notice to or demand upon Mortgagor, and Bank shall have the right, in its discretion, without notice, by agent or by a receiver appointed by a court, and without regard to the adequacy of any security for the Obligations, (1) to enter upon and take possession of the Property, (ii) notify tenants, subtenants and any property manager to pay Rents to Bank or its designee, and upon receipt of such notice such persons are authorised and directed to make payment as specified in the notice and disregard any contrary direction or instruction by Mortgagor, and (iii) in its own name, sue for or otherwise collect Rents, including those past due, and apply Rents, less costs and expenses of operation and collection, including attorneys' fees, to the Obligations in such order and manner as Bank may determine or as otherwise provided for herein. Bank's exercise of any one or more of the foregoing rights shall not cure or waive any Default or notice of Default hereunder. Due on Sale or Further Encumbrance. The direct or indirect sale, assignment, or conveyance of the Property, or any interest therein, or the further encumbrance of the Property, without Bank's written consent shall, at Bank's option, constitute a Default under this Mortgage. Transfer of control of or a controlling Interest in the Mortgagor shall be deemed a transfer of the Property. Remedies of Bank on Default. Failure of Mortgagor or any other person liable to timely pay or perform any of the Obligations is a default ("Default") under this Mortgage. Upon the occurrence of Default the following remedies are available, without limitation, to Bank: (i) Bank may exercise any or all of Bank's remedies under this Mortgage or other Loan Documents Including, without limitation, acceleration of maturity of all payments and Obligations; (ii) Bank may take immediate possession of the Property or any part thereof (which Mortgagor agrees to surrender to Bank) and manage, control or lease the some to such persons and at such rental as it may deem proper and collect and apply Rents to the payment of: (a) the Obligations, together with all costs and attorneys' fees; (b) all Impositions and any other levies, assessments or liens which may be prior in lien or payment to the Obligations, and premiums for insurance, with interest on all such items; and (c) the cost of all alterations, repairs, replacements and expenses incident to taking and retaining possesgion of the Property and the management and operation BOox1GG3PACE *651 545724 (Rev w4.0) Page 5 "r r,w:, aoc thereof; all in such order or priority as Bank in its sole discretion may determine. The taking of possession shall not prevent concurrent or later proceedings for the foreclosure sale of the Property; (iii) Bank may apply to any court of competent jurisdiction for the appointment of a receiver for all purposes including, without limitation, to manage and operate the Property or any part thereof, and to apply the Rents therefrom as hereinabove provided. In the event of such application. Mortgagor consents to the appointment of a receiver, and agrees that a receiver may be appt3tr`Ited without notice to Mortgagor, without regard to wfether Mortgagor has committed waste or permitted deterioration of the Property, without regard to the adequacy.of any security for the Obligations, and without regard to the solvency of Mortgagor or any other person, firm or corporation who or which may be liable for the payment of the e? Obligations; (iv) Bank may exercise all the remedies of a mortgagee as provided by law and in equity including, without limitation, foreclosure upon this Mortgage and sale of the Property, or any part of the Property, at public sale conducted according to applicable law (referred to as "Sale") and conduct additional Sales as may be required until all of the Property is sold or the Obligations are satisfied; (v) With respect to any portion of the Property governed by the UCC, Bank shall have all of the rights and remedies of a secured party thereunder. Bank may elect to foreclose upon any Property that is fixtures under law applicable to foreclosure of interests. In real estate or law applicable to personal property; (vi) Bank may bid at Sale and may accept, as successful bidder, credit9U.the bid amount against the Obligations as payment of any portion of the purchase price; and (vii) E06 shall apply the proceeds of Sale, first to any fees or attorney fees permitted Bank by law in connection with Sale, second to expenses of foreclosure, publication, and sale permitted Bank by law in connection with Sale, third to the Obligations, and any remaining proceeds as required by law. Miscellaneous Provisions. Mortgagor agrees to the foiiowing: (1) All remedies available to N Bank with respect to this Mortgage or available at law or in equityshall be cumulative and-may be pursued concurrently or successively. No delay by Bank in exercising any remedy shall operate as a waiver of that remedy or of any Default. Any payment by Bank or acceptance by Bank of any partial payment shall not constitute a waiver by Bank of any Default; (ii) The provisions hereof shall be binding upon and inure to the benefit of Mortgagor, its heirs, personal representatives, successors and assigns including, without limitation, subsequent owners of the Property or any part thereof, and shall be binding upon and Inure to the benefit of Bank, its successors and assigns and any future holder of the Note or other Obligations; (iii) Any notices, demands or requests shall be sufficiently given Mortgagor if in writing and mailed or delivered to the address of Mortgagor shown above or to another address as provided herein and to Bank I in writing and mailed or delivered to Bank's office address shown above, or such other address as Bank may specify from time to time and in the event that either party hereto changes its address at any time prior to the date the Obligations are paid In full, that party shall promptly give written notice of such change of address by registered or certified mail, return receipt requested, all charges prepaid; (iv) This Mortgage may not be changed, terminated or modified orally or in any manner other than by an Instrument in writing signed by the parties hereto; (v) The .captions or headings at the beginning of each paragraph hereof are for the convenience of the parties and are not a part of this Mortgage; (vi) If the lien of this Mortgage is invalid or unenforceable as to any part of the Obligations, the unsecured portion of the Obligations shall be completely paid (and all payments made shall be deemed to have first been applied to payment of the unsecured portion of the Obligations) prior to payment of the secured portion of the Obligations and if any clause, provision or obligation hereunder is determined invalid or unenforceable the remainder of this Mortgage shall be construed and enforced as if such clause, provision or obligation had not been contained herein; (vii) This Mortgage shall be governed by and construed under the laws of the jurisdiction where this Mortgage is recorded; (viii) Mortgagor by execution and Bank by acceptance of this Mortgage agree to be bound by the terms and provisions hereof. CONFESSION OF JUDGMENT FOR POSSESSION. FOR THE PURPOSE OF OBTAINING POSSESSION OF THE PROPERTY UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR, AS WELL AS FOR THE PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND ALL PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, IN FAVOR OF BANK FOR THE 80091663 PNE 652 U5724(Rsvw4.0) Page 6 m mWn.doc RECOVERY BY BANK OF POSSESSION OF THE PROPERTY, FOR WHICH THIS MORTGAGE (OR A COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION OF THE PROPERTY MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT STAY OF EXECUTION, MORTGAGOR HEREBY RELEASINd"AND AGREEING TO RELEASE BANK AND ANY SUCH ATTORNEY FROM ALL PRMEDURAL ERRORS AND DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR.,..: $ JUDGMENT OR IN CAUSING SUCH WRIT OR PROCESS TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, PROVIDED THAT BANK SHALL HAVE FILED IN SUCH ACTION AN AFFIDAVIT MADE ON BANK'S BEHALF SETTING FORTH THE FACTS NECESSARY TO R AUTHORIZE THE- ENTRY OF SUCH JUDGMENT ACCORDING TO THE TERMS OF THIS INSTRUMENT, OF WHICH FACTS SUCH AFFIDAVIT SHALL BE PRIMA FACIE EVIDENCE. IT IS 4 HEREBY EXPRESSLY AGREED THAT IF FOR ANY REASON AFTER ANY SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DISCONTINUED, MARKED SATISFIED OF RECORD, OR BE TERMINATED, OR POSSESSION OF THE PROPERTY REMAIN IN OR BE RESTORED TO MORTGAGOR OR ANYONE CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, BANK MAY, WHENEVER AND AS OFTEN AS BANK SHALL HAVE THE RIGHT TO TAKE POSSESSION AGAIN OF THE PROPERTY, BRING ONE OR MORE FURTHER ACTIONS IN THE MANNER HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE PROPERTY AND TO CONFESS JUDGMENT THEREIN AS HEREINABOVE PROVIDED, AND THE AUTHORITY AND POWER ABOVE GIVEN TO ANY SUCH ATTORNEY SHALL EXTEND TO ALL SUCH FURTHER ACTIONS IN EJECTMENT AND CONFESSION OF JUDGMENT THEREIN AS HEREINABOVE PROVIDED WHETHER BEFORE OR AFTER AN ACTION OF MORTGAGE FORECLOSURE IS BROUGHT OR OTHER PROCEEDINGS IN EXECUTION ARE INSTITUTED UPON THIS MORTGAGE OR ANY INSTRUMENT THEN EVIDENCING ANY OF THE OBLIGATIONS, AND AFTER JUDGMENT THEREON OR THEREIN AND AFTER A JUDICIAL SALE OF THE PROPERTY. IN WITNESS WHEREOF, Mortgagor has signed and sealed this instrument as of the day and year first above written. Mortgagor W. BOOKi m X 515724 (Rtv M.0) Pape 7 m manA0c Commonw County ea}? ,o?f ,P, nns Ivania ,? .. of _- lN?e[ = Individual Acknowledgment i certify that Frederick W. Zeplin, a person(l) known to me, appeared before me this day, and -A`` being informed of the contents thereof, acknowledged execution of the foregoing instrument. Notary Public krnniea Name OT My Commission Expires: Not" G" Stoomwe E. 68259537 , t1?f11pf1An + ==County My COflNn UM Expires July 28, 2061 m , e nia Association of Notaries BooK16GUm SM 545724 (Rev w4.0) ?age 8 mi ff in.doc 4'. . ,• Exhibit "A" ALL THAT CERTAIN tract or lot of land situate in the Borough of Camp Hill, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a point on the eastern side of North 21st Street, which point is referenced a distance of One Hundred Fifty (150) feet measured in a northwardly direction along the east side of North 21st Street from its intersection with Market Street and which point is also at the northern line of a ten (10) feet wide alley; thence along the eastern side of North 21st Street North Six (06) degrees Thirty (30) minutes West, a distance of One Hundred Five and Fifty One-Hundredths (105.50) feet to a point on the southern side of a Fourteen (14) feet wide alley; thence along the southern side of said alley, South Eighty-One (81) degrees Four (04) minutes Twenty-Six (26) seconds East, a distance of One Hundred Forty-Three and Ninety-Eight One-Hundredths (143.98) feet to a point on the western side of a Ten (10) feet wide unopened alley; thence along the western side of said alley South Six (06) degrees Thirty (30) minutes East, a distance of Sixty-Seven and Twenty One-Hundredths (67.20) feet to a point on the north side of a Ten (10) feet wide alley first above referred to; and thence along the northern side of said alley South Eighty-Three (83) degrees Thirty (30) minutes West, a distance of One Hundred Thirty-Eight and Eighty One-Hundredths (138.80) feet to the eastern side of North 21st Street, the Place of BEGINNING. HAVING thereon erected a one and one half (1 1/2) story brick and frame dwelling known and numbered as 15 North 21st Street, Camp Hill,,Pennsylvania. THE DESCRIPTION is made in accordance with a survey by William B. Whittock, RPE, dated September 18, 1969, as well as a survey by C. W. Junkins Associates, Inc. dated June 20, 1985. BEING THE SAME PREMISES which Jack D. Godfrey and Zelda M. Godfrey, his wife, by their deed to be recorded simultaneously herewith, in the Office of the 'R er of Deeds of Cumberland County, granted and conveyed, '.Federick W. Zeplin. umbedrridl n ?rfice for the recording of Duds } County, /01. Pale .0 691 k ynu and 1 of o ce of ;. ,? >st this day f AL _s 9 RacordAr EXHIBIT C PROMISSORY NOTE $152,328.26 January 20, 2006 Frederick W. ZepUn 15 Cumberland Road Lemoyne, Pennsylvania 17043 (Hereinafter referred to as "Borrower') wachovia Bank, National Association Philadelphia, Pennsylvania 19109 (Hereinafter referred to as "Bank") Borrower promises to pay to the order of Hank, In lawful money of the United States of America, at Its office IrAceted above or whenever else Bank may specify, the sum of One Hundred Fifty-Two Thousand, Three Hundred Twwttftw and 26/100 Dollars ($152,32936) or such sum as may be..advanced and outstanding from time to time. with Interest on the unpaid principal balance at the rate and on the terns provided In this Promissory Note (including all renewals, extensions or modifications hereof, this "Note*). RENEWALMODINCATIONfINCREASE. This Promissory Note renews, extends, increases and/or modifies that certain Promissory Note dated January 9, 2001 (the "Original Promissory Note"), evidencing an original principal amount of $188,000.00. This Promissory Note is not a novation to the extent of the principal balance currently outstanding under the Original Promissory Note. USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by this Note for the commercial purposes of Borrower, as follows: refinance of existing debt. SECURITY. Borrower has granted Bank a security interest in the collateral described In the Loan Documents, including, but not limited to, real and personal property collateral described in that certain Open-End Mortgage and Absolute Assignment of Leases dated January 9, 2001. INTEREST RATE Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the rate of 7.4% ("Interest Rate"). DEFAULT RATE. In addition to all other rights contained in this Note, If a Default (as defined herein) occurs and as long as a Default continues, all outstanding Obligations, other than Obligations under any swap agreements (as defined In 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default Rate shall also apply from demand until the Obligations or any judgment thereon is paid in full. INTEREST AND FEES($) COMPUTATION (ACTUAL/360). Interest and fees, If any, shall be computed on the bask of a 360-day year for the actual number of days in the applicable period ("ActuanW Computation"). The Actual/360 Computation determines the annual effective yield by taking the stated (nominal) rate for a years period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective rate exceeding the nominal rate. PREPAYMENT COMPENSATION. Principal may be prepaid in whole or in part at any time; provided, however. N principal is paid before it is due under this Note, whether voluntary, mandatory, upon acceleration or otherwise, such prepayment shall Include a fee equal to I % of the amount prepaid. 0 01-IM) PS1989915654XO01 CDCNOTEXXX roa".&C ¦ CNO?E Any prepayment in whole or in part shall include accrued interest and all other sums then due under any of the Loan Documents. No partial prepayment shall affect the obligation of Borrower to make any payment of principal or interest due under this Note on the due dates specified. REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of principal and interest in the amount of $1,808.48 commencing on February 20, 2006, and continuing on the same day of each month thereafter until fully paid. In any event, all principal and accrued interest shall be due and payable on January 20, 2011. AUTOMATIC DEBIT OF CHECXMG ACCOUNT FOR LOAN PAYMENT. Borrower authorizes Bank to debit demand deposit account number 1010008161642 or any other account with Wacxovia Bank (routing number 031000503) designated in writing by Borrower, beginning Fohmary 20, 2006 for any payments due under this Note. Borrower further certifies that Borrower holds legitimate ownership of this account and preauthorizes this periodic debit as part of its right under sold ownership. APPLICATION OF PAYMENTS. Monies received by Bank from any source for application toward payment of the Obligations shall be applied to accrued interest and then to principal. If a Default occurs, morrtes may be applied to the Obligations in any manner or order deemed appropriate by Bank. If any payment received by Bank under this Note or other Loan Documents is rescinded,. avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made. DEFINITIONS. Loan Docurnrnents. The tern "Loan Documents", as used in this Note and the other Loan Documents, refers to all documents executed M connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note Is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto, and may Include, without limitation, a commitment letter that survives dosing, a loan agreement, this Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 101, as In effect from time to thine). OWlp?ler>:. The term "Obligations", as used in this Note and the other Loan Documents, refers to any and all Indebtedness and other obligations under this Note, all other obligations under any other Loan Document(s), and all obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affiliates, whenever executed. Certain Other Terms. All terms that are used but not otherwise defined in any of the Loan Documents shall have the definitions provided in the Uniform Commercial Code. LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each payment past due for 10 or more days. This late charge shall not apply to payments due at maturity or by acceleration hereof, unless such late payment Is in an amount not greater than the highest periodic payment due hereunder. Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank's right to collect such late charge or to collect a late charge for any subsequent late payment received. If this Note is secured by owner-occupied residential real property located outside the state In which the office of Bank first shown above is located, the late charge laws of the state where the real property is located shall apply to this Note and the late charge shall be the highest amount alknwable under such laws. If no amount is stated thereunder, the late charge shall be 5% of each payment past due for 10 or more days. 5=W Qe„ 23.0) Pape 2 Nob dx ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's reasonable expenses actually Incurred to enforce or collect any of the Obligations including, without limitation, reasonable arbitration, paralegals', attorneys' and experts' flees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding. USURY. If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank In excess of such rate shall be applied to prim and then to fees and expenses, or, if no such amounts are owing, returned to Borrower. DEFAULT. If any of the following occurs, a default ("Default) under this Note shall exist: Nonpayment; Nonperlbnnance, The failure of timely payment or performance of the Obligations or Default undw this Note or any other Loan Documents. False Warranty. A warranty or representation made or deemed made -in the Loan Documents or furnished Bank -In connection with the ban evidenced by this Note proves materially false, or If of a continuing nature, becomes matey false. Cross DetaWt. At Bank's option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Boroww, any Subsidiary or Affiliate of Borrower, any general partner of or the hater(s) of the majority ownership interests of Borrower with Bank or its affiliates ("AfMkrts" shall have the meaning as defined in .11 U.S.C. § 101, as in effect from tkne to time, except that the term lkrr er" shall be substituted for the temp "Debtor" therein; "SubsidW shall mean any business In which Borrower holds, directly or indirectly, a controlling Interest). Cessation; Banknq*y. The death of, appoftnent of a guardian for, dissolution of, termination of existence of, loss of good standing stoma by, appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or Insolvency proceeding by or against Borrower, its Subsidiaries or Affiliates, If any, or any general partner of or the holder(s) of the majority ownership interests of Borrower, or any party to the Loan Docurrwft Material Business Alteration. Without prior written consent of Bank, a material alteration In the kind or type of Borrower's business. Matwtal Adverse Change. Bank determirw in good faith, in its sole discretion, that the prospects for payment or performance of the Obligations are impaired or there has occurred a material adverse change In the business or prospects of Borrower, financial or otherwise. REMEDIES UPON DEFAULT. if a Default occurs under this Note or any Loan Documents, Bank may at any time thereafter, take the following actions: Bank Lion. Foreclose its security interest or Ben against Borrower's accounts without notice. Acceleration Upon Default. Accelerate the maturity of this Note and, at Bank's option, any or all other Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time) between Borrower and Bank, or its affilbtes, which shall be due in accordance with and governed by the provisions of said swap agreements; whereupon this Note and the accelerated Obligations shall be immediately due and payable; provided, however, If the Default is based upon a bankruptcy or insolvency proceeding c ommen ed by or against Borrower or any guarantor or endorser of this Note, all Obligations (other than Obligations under any swap agreement as referenced above) shall automatically and Immediately be due and payable. Cumulative. Exercise any rights and remedies as provided under the Note and other Loan Documents, or as provided by law or equity. FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such Information as Bank may reasonably request from time to time, including without limitation, financial statements and information pertaining to Borrower's financial condition. Such information shall be true, complete, and accurate. CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST BORROWER, THE BORROWER, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR BORROWER AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY, INTELLIGENTLY AND UNCONDITIONALLY WANES ANY AND ALL RIGHTS THE BORROWER HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE 596090 (Rev 29.0) Page 3 Noa.aoc UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF THE BORROWER'S BANK ACCOUNT AND OTHER ASSETS. BORROWER ACKNOWLEDGES AND UNDERSTANDS THAT BY ENTERING INTO THIS NOTE CONTAINING A CONFESSION OF JUDGMENT CLAUSE THAT BORROWER IS VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY GIVING UP ANY AND ALL RIGHTS, INCLUDING CONSTITUTIONAL ROM, THAT BORROWER HAS OR MAY HAVE TO NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST BORROWER AND BEFORE THE BORROWER'S ASSETS, INCLUDING, WITHOUT LIMITATION, IT$ BANK ACCOUNTS, MAY BE GARNISHED, LEVIED, EXECUTED UPON AND/OR ATTACHED. BORROWER UNDERSTANDS THAT ANY SUCH GARNISHMENT, LEVY, EXECUTION AND/OR ATTACHMENT SHALL RENDER THE PROPERTY GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO BORROWER. IT IS SPECIFICALLY ACKNOWLEDGED BY BORROWER THAT THE SANK HAS RELIED ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WANED BY BORROWER HEREIN IN RECEIVING THIS NOTE AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS TO THE BORROWER. If a Default o=n under this Note or any other Loan Documents, each Borrower hereby jointly and severally authorizes and empowers any attorney of any court of record or the ro#ronotery or dark of county in the Commonwealth of Pennsylvania, or in any jurisdiction where permitted by law or the dark of k any United Stakes District Court, to appear for Borrower In any and all actions which may be brought hereunder and enter and confess judgment against the Borrower or any of them In favor of the Bank for such sums as are due or may become due hereunder or under any other Loan Documents, together with costs-of suit and actual collection costs Including, without limitation, reasonable atomeys' fees equal to 5% of the Obligations then due and owing but in no event less than $5,000.00, with or without ration, without prior notice, without stay of execution and with release of all procedural errors and the right to Issue executions forthwith. To the extent permitted by law, Borrower waives the right of hxpleition on any real estate levied on, voluntarily condemns the same, authorizes the prothonotary or clerk to enter upon the writ of execution this voluntary condemnation and agrees that such real estate may be solo on a writ of execution; and also waives any relief from any appralsernent, stay or exemption law of any state now In force or hereafter enacted. Borrower further waives the right to any notice and hearing prior to the execution, levy, attachment or other type of enforcement of any judgment obtained hereunder, inchidNtp, without limitation, the right to be notified and heard prior to the garnishment, levy, execution upon and attachment of Borrower's bank accounts and other property. If a copy of this Note verified by affidavit of any officer of the Bank shall have been filed in such action, it shall not be necessary to file the original thereof as a warrant of attorney, any practice or usage to the contrary notwithstanding. The authority herein granted to confess judgment shall not be exhausted by any single exercise thereof, but shall continue and may be exercised from time to time as often as the Bank shall find it neoessary and desirable and at all times until full payment of all amounts due hereunder and under any other Loan Documents. The Bank may confess one or more judgments in the same or different jurisdictions for all or any part of the Obligations arising hereunder or under any other Loan Documents to which Borrower is a party, without regard to whether judgment has theretofore been confessed on more than one occasion for the same Obligations. In the event that any judgment confessed against the Borrower Is stricken or opened upon application by or on behalf of Borrower or any obligor fox any reason, the Bank is hereby authorized and empowered to again appear for and confess judgment against Borrower for any part or all of the Obligations owing under this Note and/or for any other liabilities, as herein provided. WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Default shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower and each other person liable under this Note waives presentment, protest, notice of dishonor, demand for 53WW (Rev 23.0) Pape 4 Note aoc payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may (i) extend, modify or renew this Note or make a novatlon of the loan evidenced by this Note, and/or (u) grant releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to any Borrower or other person liable under this Note or any other Loan Documents, all without notice to or consent of each Borrower and other such person, and without affecting the liability of each Borrower and other such person; provided, Bank may not extend, modify or renew this Note or make a novation of the loan evidenced by this Note without the consent of the Borrower, or if there is more than one Borrower, without the consent of at least-one Borrower, and further provided, if there is more than one Borrower, Bank may not enter into a modffic allon of this Note which increases the burdens of a Borrower without the consent of that Borrower. MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank's interests in and rights under this Note and the, othw Loan Documents are freely assignable. In whole or in part, by Bank. In addition, nothing in this Note or any of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank's prior written consent is null and void. Any assignment shah not rase Borrower from the Obligations. Organintlon; Powers. Borrower represents that Borrower (1) is (a) an adult Wilvidral and is sul ionic. or (b) a corporation, general partnership, limited partnership, limited liability company or other legal entity, duly organized, validly existing and in good shuxft under the laws of Its state of organization, and Is authorized to do business In each other jurisdiction wherein its ownership of properly or conduct of business legally requires such organization (ii) has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated; and (ill) has the power and authority to execute, deliver and perform, and by all necessary action has authorized the execution, delivery and performance of, all of its obligations under this Note and any other Loan Document to which it is a party. Compliance with Laws. Borrower represents that Borrower and any subsidiary and aff hate of Borrower and any guarantor are in compliance in all respects with all federal, state and local taws, rules and regulations applicable to its properties, operations, business, and finances, including, without limitation, any federal or state laws relating to IkW (including 18 U.S.C. § 3617, at seq.) or narcotics (including 21 U.S.C. § 801, at seq.) and/or any commercial. crimes; all applicable federal, state and local laws and regulations intended to protect the environment; and the Employee Retirement Income Security Act of 1974, as amended (" ERISA'), if applicable. None of Borrower, or any subsidiary or affiliate of Borrower or any guarantor is a Sanctioned Person or has any of its assets in a Sanctioned Country or does business in or with, or derives any of its operating income from investments in or transactions with, Sanctioned Persons or Sanctioned Countries in violation of economic sanctions administered by OFAC. The proceeds from the Loan will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Country. 'OFAC" means the U.S. Department of the Treasury's OfliCe of Foreign Assets Control. "Sanctioned Country" means a country subject to a sanctions program identified on the list maintained by OFAC and available at http:/twww.treas.gov/offices/enforcement/ofadsanc#onst, or as otherwise published from time to time. "Sanctioned Person" means (i) a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at httpJ/www.treas.gov/offK*Wenfbrcomentlofac/sdn/, or as otherwise published from time to time, or (1) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided In any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terns of any loan agreement or any commitment letter that survives dosing, the terms of this Note shall control. Borrower's Accounts. Except as prohibited by law, Borrower grants Bank a security interest in all of Borrower's accounts with Bank and any of its affiliates. Swap Agreements. All swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), If any, between Borrower and Bank or its sasoeo (Rev 23.0} Page 5 \ I affiliates are Independent agreements governed by the written provisions of said swap agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, aeration, reduction, increase or change in the terms of this Note, except as otherwise expressly provided in said written swap agreements, and any payoff statement from.Bank relating to this Note shall not apply to said swap agreements except as otherwise expressly provided in such payoff statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank's address on the first page hereof. Severability. N any provision of this Note or of the other Loan Documents shall be prohibited or Invalid under applicable law, such provision shall be ineffective but only to the extent of such prohlbitkm or invalidity, without invalidating the remainder of such provision or the rernalnkng provisions of this Note or other such document. Notices. Any. notices to Borrower shall be sufficiently given, if In writing and malled or delivered to the Borrower's address shown above or such other address as provided hereunder, and to Bank, If In writing and mailed or delivered to Wachovia Bank, National Association, Mail Code VAA28, P. O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke, VA 24011 or such other address as Bank may specify In writing from time to time. Notices to Bank must include the mall code, in the event that Borrower changes Borrower's address at any time prior to the date the Obligation are paid In full, Borrower awes to promptly give written notice of said change of address by registered or certified mall, return receipt requested, all charges prem. plural; CaP . AN references M the Loan Documents to Borrower, guarantor, person. document or other nouns of reference mean both the singular and plural form, as the case may be, and the term "person" shall mean any rrdividual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Advances. Bank may, In Its sole discretion. make other advances which shall be deemed to be advances under this Note, even though the stated principal. amount of this Note may be exceeded as a result thereof. Postbnp of Payments. AN payments received during normal banking hours after 2:00 p.m. local time at the office of . Bank first shown above 'shall be deemed received at the opening of the next banking day. Joint and Several OW1Qatlons. If there Is more than one Borrower. each Is jointly and severally obligated. Fees and Taxes. Borrower shall Promptly pay all documentary, intangible recordation andfor similar taxes on this transaction whether assessed at dosing or arising from time to time. LIMITATION ON UABKJTY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WANES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that Identifies each person who opens an account. For purposes of this section, account shall be understood to Include loan accounts. FINAL AGREEMENT. This Note and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WANES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS NOTE. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND &MW MW riot Page 6 Nee doe • r l REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS NOTE. IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note to be executed under seal. , (SEAL) i TraoMV S. 990348=1 CAT - Dent # 989915448 FeciNty ID 989815654 n s35oeo (Rw 23.0) Page 7 nofmAm Frederick W. Zeplin - Asset No. 03-003 1 go- ALLONGE This Allonge, dated as of September 66 2008, is attached to and made part of the following instrument: Promissory Note dated Jan 20, 2006 by Frederick W. Zeplin in favor of Wachovia Bank, N 'onal Association in the original principal amount of $152,329. 6 for the purpose of annexing thereto the follo g endorsement: Pay to the order of STATES and assigns, WITHOUT RE] RECOURSE OF ANY NA7 EXPRESSED OR IWLIE: otherwise provided in that i August 26, 2008, between S Bank, National Association. SOURCES CORP., its successors SENTATION, WARRANTY OR :E WHATSOEVER, WHETHER except and only to the extent tin Asset Sale Agreement, dated s Resources Corp. and Wachovia WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National Bank By: _ Anthony J. Gerardo, Jr. Senior Vice President EAM42059129.1 V29ro8 Frederick W. Zoon - Asset No. 03-003 ASSIGNMENT OF LOAN This Assignment of Loan is made as September _j, 2008 by WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National Bank ("Seller") for good and valuable consideration, in favor of STATES RESOURCES CORP. ("Purchaser") pursuant to a certain Asset Sale Agreement between, inter alia, Seller and Purchaser, dated August 26, 2008, which is hereby incorporated by reference ("Agreement"). All capitalized terms used but not defined herein are defined in the Agreement. . Seller hereby assigns, transfers and sets over to Purchaser, its successors and assigns, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, except and only to the extent otherwise provided in the Agreement, all Seller's right, title and interest in and to the Promissory Note dated January 20, 2006 by Frederick W. Zeplin in favor of Wachovia Bank, National Association in the original principal amount of $152,329.26 (the "Note"), together with all other documents evidencing, securing or otherwise related to such Note including, without limitation, those documents set forth on Exhibit A attached hereto. WITNESS/ATTEST: U WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National Bank By: Anthony J. Gerardo, Jr. Senior Vice President STATE OF MARYLAND ) COUNTY OF BALTIMORE SS: 1 I HEREBY CERTIFY that on this day of September, 2008, before me, the undersigned officer, personally appeared Anthony J. Gerardo, Jr., who acknowledged himself to be a Senior Vice President of Wachovia Bank, National Association, and that he, in such capacity, being authorized to do so, executed this Assignment of Loan for the purposes therein contained, by signing the name of Wachovia Bank, National Association, as a Senior Vice President of Wachovia Bank, National Association. IN WITNESS WHEREOF, I hereunto set my hand My Commission expires: Notary Public P?t1= NrY?P?Of NGS .??' 4Co"i"reeio„E?Jn. t F.AST%42059129.1 V29ro8 nmm-Amioi EXHIBIT D r. 1 Exhibit "A" ALL THAT CERTAIN tract or lot of land situate in the Borough of Camp Hill, Cumberland County, Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a point on the eastern side of North 21st Street, which point is referenced a distance of One Hundred Fifty (150) feet measured in a northwardly direction along the east side of North 21st Street from its intersection with Market Street and which point is also at the northern line of a ten (10) feet wide alley; thence along the eastern side of North 21st Street North Six (06) degrees Thirty (30) minutes West, a distance of One Hundred Five and Fifty One-Hundredths (105.50) feet to a point on the southern side of a Fourteen (14) feet wide alley; thence along the southern side of said alley, South Eighty-One (81) degrees Four (04) minutes Twenty-Six (26) seconds East, a distance of One Hundred Forty-Three and Ninety-Eight One-Hundredths (143.98) feet to a point on the western side of a Ten (10) feet wide unopened alley; thence along the western side of said alley South Six (06) degrees Thirty (30) minutes East, a distance of Sixty-Seven and Twenty One-Hundredths (67.20) feet to a point on the north side of a Ten (10) feet wide alley first above referred to; and thence along the northern side of said alley South Eighty-Three (83) degrees Thirty (30) minutes West, a distance of One Hundred Thirty-Eight and Eighty One-Hundredths (138.80) feet to the eastern side of North 21st Street, the Place of BEGINNING. HAVING thereon erected a one and one half (1 1/2) story brick and frame dwelling known and numbered as 15 North 21st Street, Camp Hill, Pennsylvania. THE DESCRIPTION is made in accordance with a survey by William B. Whittock, RPE, dated September 18, 1969, as well as a survey by C. W. Junkins Associates, Inc. dated June 20, 1985. BEING THE SAME PREMISES which Jack D. Godfrey and Zelda M. Godfrey, his wife, by their deed to be recorded simultaneously herewith, in the Office of the Rec -_ der of Deeds of Cumberland County, granted and conveyed '';R ederick W. Zeplin. ,?t . ty {'r '?'xa+ AT 11- berinnd ii., pffice for the recording of Deeds ale 86??c-and and smal of o ce of ?" Nei a? isday f AL ?%? RWr* EXHIBIT E ROBERT P. ZIEGLER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 200837946 Recorded On 11/25/2008 At 8:54:45 AM * Instrument Type - ASSIGNMENT OF MORTGAGE Invoice Number - 32860 User ID - KW * Mortgagor - ZEPLIN, FREDERICK W * Mortgagee - STATES RESOURCES CORP * Customer - STATES RESOURCES CORP * FEES STATE WRIT TAX $0.50 STATE JCS/ACCESS TO $10.00 JUSTICE RECORDING FEES - $11.50 RECORDER OF DEEDS PARCEL CERTIFICATION $10.00 FEES COUNTY ARCHIVES FEE $2.00 ROD ARCHIVES FEE $3.00 TOTAL PAID $37.00 * Total Pages - 4 Certification Page DO NOT DETACH This page is now part of this legal document. I Certify this to be recorded in Cumberland County PA RECORDER O D DS * - Information denoted by an asterisk may change during the verification process and may not be reflected on this page. Ilp00164W llll NIN?911 Frederick W. Zeplin - Asset No. 03-003 ..?aaa??so-qy ASSIGNMENT OF MORTGAGE AND OTHER RECORDED DOCUMENTS This Assignment of Mortgage and Other Recorded Documents is made as of September L 2008 by WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National Bank ("Seller") for good and valuable consideration, in favor of STATES RESOURCES CORP. ("Purchaser") pursuant to a certain Asset Sale Agreement between, inter alia, Seller and Purchaser, dated August 26, 2008, which is hereby incorporated by reference ("Agreement"). All capitalized terms used but not defined herein are defined in the Agreement. Seller hereby assigns, transfers and sets over to Purchaser, its successors and assigns, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, WHETHER EXPRESSED OR IMPLIED, except and only to the extent otherwise provided in the Agreement, all Seller's right, title and interest in and to the following recorded documents: Open-End Mortgage and Absolute Assignment of Leases dated January 9, 2001 by Frederick W. Zeplin in favor of First Union National Bank, recorded among the Land Records of Cumberland County, Pennsylvania in Book 1663, page 647. aQ M%OW PIN. 01-,41-02*71-14OJ WITNESS/ATTEST: M L Ld-vM WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National Bank By:___? Anthony J. Gerardo, Jr. Senior Vice President RECORD & RETURN TO: DONNA BUTLER STATES RESOURCES CORP 4848 S 131 ST OMAHA NE 68137 I certify the precise address of the assignee is: 4848 S. 131 St., Omaha, NE 68137 T'x jtA ,u Donna Butler, Documentation Specialist F.ASW2059129.1 8/29/08 017079-000191 EXHIBIT "F" CAState\ZepTu?Wct91Nodce.doc ACT 6/91 NOTICE TAKE ACTION TO SAVE YOUR HOME FROM FORECLOSURE DATED: JULY 23, 2009 This is an official notice that the mortgage on your home is in default and the lender intends to foreclose. Specific information about the nature of the default is provided in the attached Pages. The HOMEOWNER'S MORTGAGE ASSISTANCE PROGRAM a be able to help save your home. This Notice explains how the program works To see if HEMAP can help you must MEET WITH A CONSUMER CREDIT COUNSELING AGENCY WITHIN 33 DAYS OF THE DATE OF THIS NOTICE Take this Notice with you when you meet with the Counseling Agency, The name address and phone number of Consumer Credit Counseling Agencies serving your County are listed at the end of this Notice. If you have any questiom u may call the Pennsylvania Housing Finance Agency toll free at 1-800-342-2397 (Persons with impaired hearing can call (717) 780-1869). This Notice contains important legal information. If you have any questions, representatives at Consumer Credit Counseling Agency may be able to help explain it. You may also want to contact an attorney in your area. The local bar association may be able to help you find a lawyer. La notificion en adjunto es de suma importancia, pues afecta su derecho a continuer viviendo en su case. Si no comprende el contenido de esta notification obtenga una traduccion immediatamente llamanda esta agencia (Pennsylvania Housing Finance Agency) sin cargos al numero mencionado arriba. Puedes ser elegible pare un prestamo por el programs llamado "Homeowner's Emergency Mortgage Assistance Program" el cual puede salve su casa de la perdida del derecho a redimir su hipoteca. HOMEOWNER'S NAME(S): PROPERTY ADDRESS: LOAN ACCOUNT NO.: Frederick Zeplin 15 North 213t Street, Camp HIl, PA 6222118A-86 ORIGINAL LENDER: First Union National Bank CURRENT LENDER/SERVICER: States Resources Corp. HOMEOWNER'S EMERGENCY MORTGAGE ASSISTANCE PROGRAM YOU MAY BE ELIGIBLE FOR FINANCIAL ASSISTANCE WHICH CAN SAVE YOUR HOME FROM FORECLOSURE AND HELP YOU MAKE FUTURE MORTGAGE PAYMENTS. IF YOU COMPLY WITH THE PROVISIONS OF THE HOMEOWNER'S EMERGENCY MORTGAGE ASSISTANCE ACT OF 1983 (THE "ACT") YOU MAY BE ELIGIBLE FOR EMERGENCY MORTGAGE ASSISTANCE: • IF YOUR DEFAULT HAS BEEN CAUSED BY CIRCUMSTANCES BEYOND YOUR CONTROL; • IF YOU HAVE A REASONABLE PROSPECT OF BEING ABLE TO PAY YOUR MORTGAGE PAYMENTS; AND • IF YOU MEET OTHER ELIGIBILITY REQUIREMENTS ESTABLISHED BY THE PENNSYLVANIA HOUSING FINANCE AGENCY. TEMPORARY STAY OF FORECLOSURE - Under the Act, you are entitled to a temporary stay of foreclosure on your mortgage for thirty (30) days from the date of this Notice (plus three (3) days for mailing). During that time, you must arrange and attend a "face-to-face" meeting with one of the consumer credit counseling agencies listed at the end of this Notice. THIS MEETING MUST OCCUR WITHIN THE NEXT THIRTY-THREE (33) DAYS. IF YOU DO NOT APPLY FOR EMERGENCY MORTGAGE ASSISTANCE. YOU MUST BRING YOUR MORTGAGE UP TO DATE. THE PART OF THIS NOTICE CALLED "HOW TO CURE YOUR MORTGAGE DEFAULT". EXPLAINS HOW TO BRING YOUR MORTGAGE UP TO DATE. CONSUMER CREDIT COUNSELING AGENCIES - If you meet with one of the consumer credit counseling agencies listed at the end of this notice, the lender may NOT take action against you for thirty (30) days after the date of this meeting. The names, addresses and televhone numbers of designated consumer credit counseling agencies for the countv in which the property is located are set forth at the end of this Notice. It is only necessary to schedule one face to face meeting. Advise your lender immediately of your intentions. APPLICATION FOR MORTGAGE ASSISTANCE - Your mortgage is in default for the reasons set forth later in this Notice (see following pages for specific information about the nature of your default.) If you tried and are unable to resolve this problem with the lender, you have the right to apply for financial assistance from the Homeowner's Emergency Mortgage Assistance Program. To do so, you must fill out, sign and file a completed Homeowner's Emergency Assistance Program Application with one of the designated consumer credit counseling agencies listed at the end of this Notice. Only consumer credit counseling agencies have applications for the program and they will assist you in submitting a completed application to the Pennsylvania Housing Finance Agency. Your application MUST be filed or postmarked within thirty (30) days of your face to .face meeting. YOU SHOULD FILE A HEMAP APPLICATION AS SOON AS POSSIBLE. IF YOU HAVE A MEETING WITH A COUNSELING AGENCY WITHIN 33 DAYS OF THE POSTMARK DATE OF THIS NOTICE AN FILE AN APPLICATION WITHIN 30 DAYS OF THAT MEETING, THEN THE LENDER WILL BE TEMPORARILY PREVENTED FORM STARTING A FORECLOSURE AGAINST YOUR PROPERTY, AS EXPLAINED ABOVE, IN THE SECTION CALLED "TEMPORARY STAY OF FORECLOSURE". YOU HAVE THE RIGHT TO FILE A HEMAP APPLICATION EVEN BEYOND THESE TIME PERIODS. A LATE APPLICATION WILL NOT PREVENT THE LENDER FROM STARTING A FORECLOSURE ACTION, BUT IF YOUR APPLICATION IS EVENTUALLY APPROVED AT ANY TIME BEFORE A SHERIFF'S SALE, THE FORECLOSURE WILL BE STOPPED. AGENCY ACTION - Available funds for emergency mortgage assistance are very limited. They will be disbursed by the Agency under the eligibility criteria established by the Act. The Pennsylvania Housing Finance Agency has sixty (60) days to make a decision after it receives your application. During that time, no foreclosure proceedings will be pursued against you if you have met the time requirements set forth above. You will be notified directly by the Pennsylvania Housing Finance Agency of its decision on your application. NOTE: IF YOU ARE CURRENTLY PROTECTED BY THE FILING OF A PETITION IN BANKRUPTCY THE FOLLOWING PART OF THIS NOTICE IS FOR INFORMATION PURPOSES ONLY AND SHOULD NOT BE CONSIDERED AS AN ATTEMPT TO COLLECT THE DEBT. (If you have filled bankruptcy you can still apply for Emergency Mortgage Assistance.) HOW TO CURE YOUR MORTGAGE DEFAULT Brine it up to date). NATURE OF THE DEFAULT - The MORTGAGE debt held by the above lender on your property located at: 15 N. 21"` Street, Camp Hill, PA is SERIOUSLY IN DEFAULT because: A. YOU HAVE NOT MADE MONTHLY PAYMENTS of $1,808.48 consistently since April 20, 2008. The current amount of principal and interest due and owing is $28,052.64. OTHER CHARGES: You are also indebted in the amount of $8,165.13 in late fees. TOTAL AMOUNT PAST DUE: $36,217.77 B. YOU HAVE FAILED TO TAKE THE FOLLOWING ACTION: N/A HOW TO CURE THE DEFAULT - You may cure the default within THIRTY (30) DAYS of the date of this notice BY PAYING THE TOTAL AMOUNT PAST DUE TO THE LENDER, WHICH IS $36,217.77, PLUS ANY MORTGAGE PAYMENTS AND LATE CHARGES WHICH BECOME DUE DURING THE THIRTY (30) DAY PERIOD. Payments must be made either by cash, cashier's check. certified check or money order made payable and sent to: States Resources Corp. c/o Phillip D. Berger, Esquire Lundy, Flitter, Beldecos & Berger, P.C. 450 N. Narberth Avenue Narberth, PA 19072 You can cure any other default by taking the following action within THIRTY (30) DAYS of the date of this letter: N/A IF YOU DO NOT CURE THE DEFAULT - If you do not cure the default within THIRTY (30) DAYS of the date of this Notice, the lender intends to exercise its rights to accelerate the mortgage debt. This means the entire outstanding balance of this debt will be considered due immediately and you may lose the chance to pay the mortgage in monthly installments. If full payment of the total amount past due is not made within THIRTY (30) DAYS, the lender also intends to instruct its attorneys to start legal action to foreclose upon your mortgaged property: IF THE MORTGAGE IS FORECLOSED UPON - The mortgaged property will be sold by the Sheriff to pay off the mortgage debt. If the lender refers your case to its attorneys, but you cure the delinquency before the lender begins legal proceedings against you, you will still be required to pay the reasonable attorney's fees that were actually incurred, up to $50.00. However, if legal proceedings are started against you, you will have to pay all reasonable attorney's fees actually incurred by the lender even if they exceed $50.00. Any attorney's fees will be added to the amount you owe the lender, which may also include other reasonable costs. If you cure the default within the THIRTY (30) DAY period, you will not be required to pay attorney's fees. OTHER LENDER REMEDIES - The lender may also sue you personally for the unpaid principal balance and all other sums due under the mortgage. RIGHT TO CURE THE DEFAULT PRIOR TO SHERIFF'S SALE - If you have not cured the default within the THIRTY (30) DAY period and foreclosure proceedings have begun, royu still have the right to cure the default and prevent the sale at any time up to one hour before the Sheriffs Sale. You may do so by paying the total amount then past due. plus any late or other charges then due, reasonable attomey's fees and costs connected with the foreclosure sale and any other costs connected with the Sheriffs Sale as specified in writing by the lender and by performing any other requirements under the mortgage. Curing your default in the manner set forth in this notice will restore your mortgage to the same position as if you had never defaulted. EARLIEST POSSIBLE SHERIFF'S SALE DATE - It is estimated that the earliest date of such a Sheriffs Sale of the mortgaged property could be held would be approximately four months from the date of this Notice. A notice of the actual date of the Sheriffs Sale will be sent to you before the sale. Of course, the amount needed to cure the default will increase the longer you wait. You may find out at any time exactly what the required payment or action will be by contacting the lender. HOW TO CONTACT THE LENDER: Phillip D. Berger, Esquire Lundy, Flitter, Beldecos & Berger, P.C. 450 N. Narberth Avenue Narberth, PA 19072 (610) 668-0774 - phone (610) 667-0552 - fax EFFECT OF SHERIFF'S SALE - You should realize that a Sheriffs Sale will end your ownership of the mortgaged property and your right to occupy it. If you continue to live in the property after the Sheriffs Sale, a lawsuit to remove you and your fiunishings and other belongings could be started by the lender at any time. ASSUMPTION OF MORTGAGE - You may or X may not (CHECK ONE) sell or transfer your home to a buyer or transferee who will assume the mortgage debt, provided that all the outstanding payments, charges and attorney's fees and costs are paid prior to or at the sale and that other requirements of the mortgage are satisfied. YOU MAY ALSO HAVE THE RIGHT: • TO SELL THE PROPERTY TO OBTAIN MONEY TO PAY OFF THE MORTGAGE DEBTOR BORROW MONEY FROM ANOTHER LENDING INSTITUTION TO PAY OFF THIS DEBT. • TO HAVE THE DEFAULT CURED BY ANY THIRD PARTY ACTING ON YOUR BEHALF. • TO HAVE THE MORTGAGE RESTORED TO THE SAME POSITION AS IF NO DEFAULT HAD OCCURRED. IF YOU CURE THE DEFAULT. (HOWEVER, YOU DO NOT HAVE THIS RIGHT TO CURE YOUR DEFAULT MORE THAN THREE TIMES IN ANY CALENDAR YEAR.) 9 TO ASSERT THE NONEXISTENCE OF A DEFAULT IN ANY FORECLOSURE PROCEEDING OR ANY OTHER LAWSUIT INSTITUTED UNDER THE MORTGAGE DOCUMENTS. • TO ASSERT ANY OTHER DEFENSE YOU BELIEVE YOU MAY HAVE TO SUCH ACTION BY THE LENDER. 0 TO SEEK PROTECTION UNDER THE FEDERAL BANKRUPTCY LAW. . , Consumer Credit Counseling_Agy Notification of Face-to-Face Meetin¢ Mortgagee Name and Address Date: In accordance with the Pennsylvania Homeowner's Emergency Mortgage Assistance Program (Act 91 of 1983), we have been approached for mortgage counseling assistance by: :wo t ProPedy = wbwh mmtpp o The counseling agency met with the above named applicant on , who have indicated that they are more than sixty (60) days delinquent on their mortgage payments and have received notification of intention to foreclose from Nam o Wpvc In accordance with the Homeowner's Emergency Assistance Program, this is to inform you that: 1. If the delinquency cannot be resolved within the 30 day forbearance period as provided by law, the applicant listed above may apply to the Pennsylvania Housing Finance Agency for Homeowner's Emergency Mortgage Assistance. 2. By a copy of this Note, we are notifying all other mortgagees, if any, which the applicant has indicated as also having a mortgage on the property identified above. It is our understanding that the 30 day forbearance period in which we are now in ends on 4. No legal action to enforce the mortgage may occur if a timely application is filed. The homeowner(s) must have a face-to-face meeting with a Consumer Credit Counseling Agency within 33 days from the date of the Act 91 Notice and an application must be received by PHFA-HEMAP within 30 days of the face- to-face meeting in order to be protected by this forbearance period. Name of Counseling Agency: Address: Telephone Number: .. , HEMAP CONSUMER CREDIT COUNSELING AGENCIES CUMBERLAND COUNTY Adams County Interfaith Housing Authority CCCS of Western Pennsylvania 40 E. High Street 2000 Linglestown Road Gettysburg, PA 17325 Harrisburg, PA 17102 (717) 334-1518 (888) 511-2227 Community Action Comm of Capital Region 1514 Derry Street Harrisburg, PA 17104 (717) 232-9757 Loveship, Inc. 2320 North 5 h Street Harrisburg, PA 17110 (717) 232-2207 Marantha 43 Philadelphia Avenue Waynesboro, PA 17110 (717) 780-3940 PHFA 211 North Front Street Harrisburg, PA 17110 (717) 780-3940 I • . VERIFICATION I, Cory Butler, hereby certify that I am a Manager of States Resources Corporation and am authorized to make this verification on its behalf, and that the statements made in the foregoing pleading are true and correct to the best of my knowledge, information and belief; and I understand that any false statements made herein are subject to the penalties of 18 Pa.C.S.A. Section 4904 relating to unsworn falsification to authorities. C n al__? Cory Trutler Dated: OB. Z'1. '?..o o-t Qi) FILED-&r-j ,,E OF THE 2009 SEP 10 Fk 1: 2 7 cutw: -, $'l8 ,50 po A7T4 a3o4ia C:\.StatesResources\Zeplin\AcceptanceOfService.doc LUNDY, FLITTER, BELDECOS & BERGER, P.C. By: PHILLIP D. BERGER, ESQUIRE Identification Number: 58942 450 N. Narberth Avenue Narberth, PA 19072-0278 (610) 668-0770 STATES RESOURCES CORP., successor by assignment from Wachovia Bank, National Association, f/k/a First Union National Bank 4848 S. 131 Street Omaha, NE 68137 Plaintiff, V. FREDERICK ZEPLIN 15 Cumberland Road Lemoyne, PA 17043 -----------------------Defendant. -------------------- ATTORNEYS FOR PLAINTIFF COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 09-6143 Civil Term ACCEPTANCE OF SERVICE I accept service of the Complaint in Mortgage Foreclosure on behalf of Frederick Zeplin and certify that I am authorized to do so. /I/ In (Date) ichae Travis, Esq. Attorney for Frederick Zeplin 3904 Trindle Road Camp Hill, PA 17011 FILED... ° ,,i OF "c n? r ±,?E^}TARY 2009 SEA' 2 ! P 3: 1 r, p !7&713: Michael S. Travis ID No. 77399 3904 Trindle Road Camp Hill, PA 17011 717-731-9502 mst@mtravislaw Attorney for Defendant RESOURCES CORP. successor) IN THE COU BERLANDMCOOUNTY STATES ) PLEAS CUM by assignment from Wachovia Bank, ) PENNSYLVANIA National Association, f/k/a ) First Union National Bank ) 4848 S 131 Street ) No. 09-6143 Omaha. NE 68137 plaintiff ) V. ) ) ) Frederick Zepsin 15 Cumberland Road )Mortgage Foreclosure Lemoyne, PA 17043 ANSWER TO RE OMPLAINT IN MORTGAGE OR- L and through the office of Now comes the Defendant,Frederick the Complaintyn Mortgage Foreclosure the below signed counsel and an as follows: ndant is without information and knowledge to 1 Denied. Defe . substantiate this averment and the same is dense . 2-9. Admitted on information and belief. it or Denied. Defendant is without information admed at thet me ofl 10. trial. averment, and the same is denied . strict proof is dema payments 11. Denied. Defendant has not been given credit for certain pay he was not given credit for the missing payments, made to the account. Be full amount demanded in a lump sum by the Plaintiff. he was unable to pay the 12-13. Admitted. 14. Denied. Defendant has not been given credit for at least four payments tendered by American Express "convenience checks". Until the filing of the above lawsuit, American Express was unwilling to supply the documents absent a subpoena. Additional Defendant disputes the calculation of interest, and late fees. 15. Admitted. WHEREFORE, Defendant Frederick Zeplin prays this Honorable Court to dismiss the Mortgage Foreclosure action, or provide other relief the Court deems just and appropriate. 3904 Trindle Road Camp Hill, PA 17011 717-731-9502 mst@mtravislaw.com Attorney for Defendant Date: qAll z STATES RESOURCES CORP. successor) IN THE COURT OF COMMON by assignment from Wachovia Bank, ) PLEAS CUMBERLAND COUNTY National Association, f/k/a ) PENNSYLVANIA First Union National Bank ) 4848 S 131 Street ) Omaha, NE 68137 ) No. 09-6143 Plaintiff ) V. ) Frederick Zeplin ) 15 Cumberland Road } Lemoyne, PA 17043 ) Mortgage Foreclosure VERIFICATION The statements made in this Answer are true and correct to the best of my knowledge, information and belief. I understand that false statements made herein are subject to the penalties of 18 Pa.C.S. Sect. 4904 relating to unsworn falsification to authorities. - 2? V-?? ?? Frederic lin Date: Sept. 26, 2009 STATES RESOURCES CORP. successor) IN THE COURT OF COMMON by assignment from Wachovia Bank, ) PLEAS CUMBERLAND COUNTY National Association, f/k/a ) Pennsylvania First Union National Bank ) 4848 S 131 Street ) Omaha, NE 68137 ) No. 09-6143 Plaintiff ) V. ) Frederick Zeplin ) 15 Cumberland Road ) Lemoyne, PA 17043 ) Mortgage Foreclosure CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing document was served on the below persons by first class U.S. Mail, postage prepaid: Phillip D. Berger, Esquire LUNDY, FLITTER, BELDECOS & BERGER, PC 450 N. Narberth Ave Narberth, PA 19072 / Michael S. Travis 3904 Trindle Road Camp Hill, PA 17011 Attorney for Defendant OF THtWEITPACNOW 2 SEP { P 13 STATES RESOURCES CORP. successor) IN THE COURT OF COMMON by assignment from Wachovia Bank, )PLEAS CUMBERLAND COUNTY National Association, f/k/a )PENNSYLVANIA First Union National Bank ) 4848 S 131 Street ) Omaha, NE 68137 ) No. 09-6143 Plaintiff ) v. ) Frederick Zeplin ) 15 Cumberland Road ) Lemoyne, PA 17043 )Mortgage Foreclosure Defendant ) NOTICE OF INTENTION TO SERVE A SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.21 Defendant, Frederick Zeplin, intends to serve a subpoena identical to the one that is attached to this notice. You have twenty (20) days from the date listed below in which to file of record and serve upon the undersigned an objection to the subpoena. If no objection ism a subpoena may be served. Date: !//~~ i el avis, Attorney for Defendant 3904 Trindle Road Camp Hill, PA 17011 717-731-9502 mst@mtravislaw.com COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND States Resources Corp., successor by assignment from Wachovia F3ank, Natl Assoc, f/k/a First Union Natl Bank, 4848 S. 131 09-6143 Street, Qnaha, NE 68137 File No. v. Frederick Zeplin 15 Cumberland Road Lemoyne, PA 17043 SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO:.FIA Card Services c/o Apothaker end Assoc (Name of Person or Entity) Within twenty (20) days after servicc of this subpoena, you are ordered by the court to produce the following documents or things: Copies of all convienience checks or payments to States Resources o0 or Wachovia >3ank N.A. since 2007 regarding Frederick Zeplin's aecoitnt #~ 39£i~3 at 3904 Trindle Road, Camp Hill, PA 17011 _ (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party malting this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: NAME: Michael S. Travis ADDRESS: 3904 Trindle Road Camp Hill, PA 17011 TELEPHONE: 717 731-9502 SUPREME COURT ID # 77399 ATTORNEY FOR: Defendant Date: 'Seal of the Court BY THE COURT: Prothonotary, Civil Division Deputy COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND States Resources Corp., successor by assignment from Wachovia Bank, Natl Assoc, f/k/a First Union Natl Bank, 4848 S. 131 09-6143 Street, Qroaha, NE 68137 File No. v. Frederick Zeplin 15 Ctunberland Road I~moyne, PA 17043 SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO:.FIA Card .Services, Wachovia (Name of Person or Entity) Within twenty (20) days after service of this subpoena, you are ordered by the court to produce the following documents or things: Copies of all convienience checks or yments to States Resources Corp or Wachovia F3arilc N.A. since 2007 regarding Frederick Zeplin's acc~iant # 5435 at 3904 Trindle Road, Camp Hill, PA 17011 (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: NAME: Michael S. Travis ADDRESS: 3904 Trindle Road Camp Hill, PA 17011 TELEPHONE: 717 731-9502 SUPREME COURT ID # 77399 ATTORNEY FOR: Defendant Date: Seal of the Court BY THE COURT: Prothonotary, Civil Division Deputy COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND States Resources Corp., successor by assignment from Wachovia Bank, Natl f/k/a First Union Natl Bank, 4848 S. Street, Omaha, NE 68137 Assoc, 131 09-6143 File No. v. Frederick Zeplin 15 Cumberland Road L~noyne, PA 17043 SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO:_._Rank_of America, WorldPoints 4 (Name of Person or Entity) Within twenty (20) days after service of this subpoena, you are ordered by the court to produce the following documents or things: Copies of all convienience checks or payments to States Resources Corp or Wachovia Barilc N.A. since 2007 regarding Frederick Zeplin's account ~ 1 S7?. at _3904 Trindle Road, Camp Hill, PA 17011 (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: NAME: Michael S. Travis ADDRESS: 3904 Trindle Road Camp Hill, PA 17011 TELEPHONE: 717 731-9502 SUPREME COURT ID # 77399 ATTORNEY FOR: Defendant $Y THE COURT: Prothonotary, Civil Division Date: 'Seal of the Court Deputy COMMONWEALTH OF PENNSYLVANIA. COUNTY OF CUMBERLAND States Resources Corp., successor by assignment from Wachovia F3ank, Natl Assoc, f/k/a First Union Natl Bank, 4848 S. 131 09-6143 Street, Qnaha, NE 68137 File No. v. Frederick Zeplin 15 C1Anberland Road Lemoyne, PA 17043 SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Bank of .America (Name of Person or Entity) Within twenty (20) days after service of this subpoena, you are ordered by the court to produce the following documents or things: Co_~es of all convienience checks or payments to States Resources Corp. or Wachovia Bank N.A. since 2007 regarding Frederick Zeplin's aecniant # 325 at 3904 Trindle Road, Camp Hill, PA 17011 (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: l.TAME: Michael S. Travis ADDRESS: 3904 Trindle Road Camp Hill, PA 17011 TELEPHONE: 717 731-9502 SUPREME COURT ID # 77399 ATTORNEY FOR: Defendant BY THE COURT: Prothonotary, Civil Division Date: 'Seal of the Court Deputy COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND States Resources Corp., successor by assignment from Wachovia Bank, Natl Assoc, f/k/a First Union Natl Bank, 4848 S. 131 09-6143 Street, (znaha, NE 68137 File No. v, Frederick Zeplin 15 Cumberland Road Lemoyne, PA 17043 SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE aoo9.22 TO:. I3ank of America (Name of Person or Entity) Within twenty (20) days after service of this subpoena, you are ordered by the court to produce the following documents or things: Copies of all convienience checks or payments to States Resources Corp. or Wachovia Bank N.A. since 2007 regarding Frederick Zeplin's account #~ ?.?_06 at 3904 Trindle Road, Camp Hill, PA 17011 (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: NAME: Michael S. Travis ADDRESS: 3904 Trindle Road Camp Hill, PA 17011 TELEPHONE: 717 731-9502 SUPREME COURT ID # 77399 ATTORNEY FOR: Defendant BY THE COURT: Prothonotary, Civil Division Date: 'Seal of the Court Deputy e~41 f 1. n, 2C'~9 ~;U`~' -9 F'~ ~~ ~~ C± ;;v ~ . ~~`~ s C:~StatesResources~Zeplin~PraecipeToDiscEnd.doc LUNDY, FLITTER, BELDECOS &BERGER, P.C By: PHILLII' D. BERGER, ESQUIRE Identification Number: 58942 450 N. Narberth Avenue Narberth, PA 19072-0278 (610)668-0770 STATES RESOURCES CORP., successor by assignment from Wachovia Bank, National Association, f/k/a First Union Bank Plaintiff, v. FREDERICK ZEPLIN ______________________ Defendants. ATTORNEYS FOR PLAINTIFF COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 09-6143 PRAECIPE TO DISCONTINUE AND END TO THE PROTHONOTARY: Kindly discontinue and end the above-captioned action. LUNDY, FLITTER, BELDECOS &BERGER, P.C. l By: PHILLIP D. BERGER, ESQUIRE Dated: ~ ~~ 3' / -~ ;xa m ~-_ -, `, :~_~ _. G'"i '` --'' ~ . ~' ~-.. (.._: A Z~ a N C.f7 ~: N -n ~~ ~~ ~~ .r> ', t_ ~; -.{. . ~, . r e i'i i 4 LUNDY, FLITTER, BELDECOS &BERGER, P.C. By: PHILLIP D. BERGER, ESQUIRE Identification Number: 58942 ATTORNEYS FOR PLAINTIFF 450 N. Narberth Avenue Narberth, PA 19072 (610) 668-0774 STATES RESOURCES CORP., successor by assignment from Wachovia Bank, National Association, flkla First Union Bank COURT OF COMMON PLEAS CUMBERLAND COUNTY Plaintiff, v. FREDERICK ZEPLIN ---------------------- Defendants.-____-- NO. 09-6143 CERTIFICATE OF SERVICE I, Phillip D. Berger, Esq., hereby certify that a true and correct copy of the foregoing Praecipe to Discontinue and End was served this date upon the following party via first-class mail, postage prepaid: Michael S. Travis, Esq. 3904 Trindle Road Camp Hill, PA 17011 LUNDY, FLITTER, BELDECOS &BERGER, P.C. s' By: ~ PHILLIP D. BERGER, ESQUIRE Dated: 6 ~~' ~~~ ~~