Loading...
HomeMy WebLinkAbout10-4363SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor Westhafer Construction, Inc. vs. Big Bee Boats, Ltd. (et al.) ~~~ttiSti a~ u~it~t4rr~~~~ r ~~ ~~'F1G.~~+F THE SM~RIFF ~'iv Y•:' J'- ?~ -;._ 2~ID J;~~ -~ PEE 2~ 3i~ Case Number 2010-4363 SHERIFF'S RETURN OF SERVICE 07/06/2010 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Randolph W. Rohrer, but was unable to locate him in his bailiwick. He therefore deputized the Sheriff of Perry County, PA to serve the within Complaint and Notice of Intent to Serve according to law. 07/07/2010 05:34 PM -Amanda Cobaugh, Deputy Sheriff, who being duly sworn according to law, states that on July 7, 2010 at 1731 hours, she served a true copy of the within Complaint and 3 copies of Notice to Serve, upon the within named defendant, to wit: Randolph W. Rohrer, by making known unto Amanda Rohrer, Wife of defendant at 1410 Armintage Way, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said true and correct copy of the same. AM NDA COBA H, DEP SHERIFF COST: $62.00 July 08, 2010 SO ANSWERS, RON R ANDERSON, SHERIFF (cj Cou;itySuite Sheriff, Teleosoft. Irc. John J. McNally, III, Esquire Attorney I.D. No. 52661 E-Mail: jmcnally@tthlaw.com THOMAS, THOMAS & HAFER, LLP 305 North Front Street Post Office Box 999 Harrisburg, Pennsylvania 17108-0999 (717)237-7116 Attorneys for Plaintiffs WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants 2^^QIQ.~v1.. ~~f i'~'~ J~ G~f _ Ji~ T ~_ 5 t i1 ~~ ' ~~~~~~...ir ; ti IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO.: 10-4363 CIVIL JURY TRIAL DEMANDED ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter my appearance on behalf of Defendants, Randolph W. Rohrer and Big Bee Boats, Ltd., in the above-captioned matter. THOMAS, T OMAS & HAFE LLP By: J. c al ,III, Esquire Attorney for fendants Date: July 13, 2010 CERTIFICATE OF SERVICE I hereby certify that on July 13, 2010, a true and correct copy of the foregoing Entry of Appearance was served via United States 1St Class Mail, postage prepaid, upon counsel for Plaintiff as follows: Timothy J. Woolford Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 (Counsel for Plaintiff) 831549.1 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart SOIICItOr ~~tittittr of 4u+r+Grr~~~~ t Q€'F "F. ; 7~c -~~~RI~~' ~~~~~ - - , 2~l~ v'_~__ i 2 ~'~ ~~ vi.~r1. f ~ rrti/ Westhafer Construction, Inc. vs. Case Number Big Bee Boats, Ltd. (et al.) 2010-4363 SHERIFF'S RETURN OF SERVICE AMENDED 07/06/2010 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Randolph W. Rohrer, but was unable to locate him in his bailiwick. He therefore deputized the Sheriff of Perry County, PA to serve the within Complaint and Notice of Intent to Serve according to law. 07/07/2010 Perry County Return: And now July 7, 2010 at 1340 hours I, Carl E. Nace, Sheriff of Perry County, Pennsylvania, do herby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Big Bee Boats, Ltd. by making known unto Randy Rohrer, President of Big Bee Boats, Ltd. at 1617 State Road, Duncannon, PA 17020 its contents and at the same time handing to him personally the said true and correct copy of the same. 07/07/2010 05:34 PM -Amanda Cobaugh, Deputy Sheriff, who being duly sworn according to law, states that on July 7, 2010 at 1731 hours, she served a true copy of the within Complaint and 3 copies of Notice to Serve, upon the within named defendant, to wit: Randolph W. Rohrer, by making known unto Amanda Rohrer, Wife of defendant at 1410 Armintage Way, Mechanicsburg, Cumberland County, Pennsylvania 17050 its contents and at the same time handing to her personally the said tru and correct copy of the sa r AMA DA COBAUGH, DEP SHERIFF COST: $62.00 July 08, 2010 SO ANSWER"'S~, ~ • ~:~ RON R ANDERSON, SHERIFF (r) Cou~tiySuite Sherff. Tefacsoft, h'c. • r John J. McNally, III, Esquire Attorney I.D. No. 52661 E-Mail: jmcnally@tthlaw.com THOMAS, THOMAS & HAFER, LLP 305 North Front Street Post Office Box 999 Harrisburg, Pennsylvania 17108-0999 (717)237-7116 Attorneys for Defendants 20i0.~~~. 20 ~~a} I ~ ~ r PM l ~y~ c~,~~ ~ .~~~:mr Pc ~ ~~ ~ v;.t';"L`~';'~'; WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO.: 10-4363 CIVIL JURY TRIAL DEMANDED OBJECTIONS TO SUBPOENAS PURSUANT TO PA.R C P 4009 21 Defendants object to the proposed subpoenas that are attached to these objections for the following reasons: 1. Plaintiff commenced this action via the filing of a Complaint on or about July 2, 2010. 2. Defendants were served with a copy of the same on or about July 7, 2010. 3. Simultaneously therewith, Plaintiff caused the Sheriff to personally serve three Notices of Intent to Serve Subpoenas. 4. Said Notices of Intent are for subpoenas to issue to (1) Susquehanna Bank, (2) Members 1St Federal Credit Union, and (3) Sovereign Bank. Copies of the Notices are attached hereto respectively as Exhibits A-C. Obiections to Subpoena directed to Susauehanna Bank 5. The subpoena directed to Susquehanna Bank requests production of bank statements, deposit slips, and other documents regarding financial accounts belonging to Cove Centre, Inc., which is not a party to this matter. Ex. A, ¶¶4-6. 6. The subpoena also requests, in unlimited breadth and scope, checks made from and deposits into all accounts of Defendant Big Bee Boats, Ltd. Ex. A, ¶¶ 1-3. ~. This request is overly broad, as Plaintiff is not entitled to every check ever made from the account or every deposit ever made into the Big Bee Boats account (i.e. from inception until the present time, as the subpoena is worded), but rather, only those (if any) pertaining to the Cove Centre project. 8. In other words, the subpoena is not limited in scope in accordance with Plaintiffls allegations in the Complaint: the subpoena should be limited in scope (i.e. pertaining to the Cove Centre project) and time (i.e. not prior to the contract for the construction of the project and not subsequent to the verdict/judgment entered in the lawsuit regarding the same). 9. The information sought by Plaintiff is irrelevant and not reasonably calculated to lead to the discovery of any admissible evidence under Pa.R.C.P. 4003.1, and the subpoena essentially amounts to a "fishing expedition" by the Plaintiff. WHEREFORE, Defendants object to the proposed subpoena. Obiections to Subpoena directed to Members 1St Federal Credit Union 10. The subpoena directed to Members 1St Federal Credit Union requests production of bank statements, deposit slips, and other documents regarding financial accounts belonging to Cove Centre, Inc., which is not a party to this matter. Ex. B, ¶¶2-4. 11. The subpoena also requests, in unlimited breadth and scope, checks made from and deposits into all accounts of Defendant Randolph R. Rohrer. Ex. B, ¶¶2-4. 12. This request is overly broad, as Plaintiff is not entitled to every check ever made from the account or every deposit ever made into Defendant Rohrer's account (i.e. from inception until the present time, as the subpoena is currently worded), but rather, only those (if any) pertaining to the Cove Centre project. 13. In other words, the subpoena is not limited in scope in accordance with Plaintiffls allegations in the Complaint: the subpoena should be limited in scope (i.e. pertaining to the Cove Centre project) and time (i.e. not prior to the contract for the construction of the project and not subsequent to the verdict/judgment entered in the lawsuit regarding the same). 14. The information sought by Plaintiff is irrelevant and not reasonably calculated to lead to the discovery of any admissible evidence under Pa.R.C.P. 4003.1, and the subpoena essentially amounts to a "fishing expedition" by the Plaintiff. 15. This request involves discovery of the tax returns of Amanda S. Rohrer, who is not a party to this matter. Ex. B, ¶1(k). 16. Plaintiff is not entitled to the discovery of financial information of nonparties. WHEREFORE, Defendants object to the proposed subpoena. Obiections to Subpoena directed to Sovereign Bank 17. The subpoena directed to Sovereign Bank requests production of bank statements, deposit slips, and other documents regarding financial accounts belonging to Amanda S. Rohrer, who is not a party to this matter. Ex. C, ¶¶ 1-3. 18. Plaintiff is not entitled to the discovery of financial information of nonparties. 19. The subpoena also requests, in unlimited breadth and scope, checks made from and deposits into all accounts. Ex. C, ~¶1-3. 20. This request is overly broad, as Plaintiff is not entitled to every check ever made from the account or every deposit ever made into said account (i.e. from inception until the present time, as the subpoena is currently worded), but rather, only those (if any) pertaining to the Cove Centre project. 21. In other words, the subpoena is not limited in scope in accordance with Plaintiffls allegations in the Complaint: the subpoena should be limited in scope (i.e. pertaining to the Cove Centre project) and time (i.e. not prior to the contract for the construction of the project and not subsequent to the verdict/judgment entered in the lawsuit regarding the same). 22. The information sought by Plaintiff is irrelevant and not reasonably calculated to lead to the discovery of any admissible evidence under Pa.R.C.P. 4003.1, and the subpoena essentially amounts to a "fishing expedition" by the Plaintiff. WHEREFORE, Defendants object to the proposed subpoena. Respectfully THOMAS, THC~AS & HAFEl~ LLP Date: July 19, 2010 B Johrf~J. McNZIy, Es uirE Attorney I.D. No. 52661 Corey J. Adamson, Esquire Attorney I.D. No. 204508 305 North Front Street Post Office Box 999 Harrisburg, PA 17108-0999 (717) 237-7116 (717) 237-7105 facsimile Attorney for Defendants -'. WOOLFORD LAW, P.C. By: Timothy J Woolford, Esquire Attorney LD. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, FA 17603 WESTHAFER CONSTRUCTION, INC. 120 West Allen Street Mechanicsburg, PA 17055, Plaintiff, ~. R.ANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050, and BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020, Defendants. E Ct3PY s= i~Cl~'r: ~tlr '" ~! lh i'estirnon er~:of, E o set my hand aN1d the sea{ of at Carlisle, Pa, TNs .aay of zo _ iagtory Altoneeys for Plainti,~; Wtsthafer Construction,lnG IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. ~~ ' `1 ~ ~ 3 c :v~'1 CIVIL ACTION -LAW JURY TRIAL DEMANDED NOTICE OF INTENT TO SERVE TO: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 YOU ARE HEREBY notified that Plaintiff, Westhafer Construction, Inc., intends to serve a subpoena identical to the one attached to this Notice. You have twenty (20) days from the date listed below in which to file of record and serve upon the undexsigned counsel for serving party an objection to the subpoena. If no objection is made, the subpoena may be served. Dated: a ~ 2/ WOOLFORD LAW, P.C. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer construction, Inc. , Plaintiff File No. VS. Randolph W. Rohrer and Big Bee Boats, Ltd. De£~maenc SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Susquehanna Bank, located at 1570 Manheiln Pike, P.O. Box 3300, Lancaster, PA 17601-3300 (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: Please see attached. ~ Woolford Law, P.C., Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 17603. (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: 15unothy r. w~lfond, asy~ ADDRESS: wootreealaar,P.c. VVbaUand Place, 941 WhatLmd Are., Sorts 402 Lanarta, PA 17603 TELEPHONE: (717) 29Q-119o SUPREME COURT ID # 7s9.~ ATTORNEY FOR: w ca~saucaoa lx. Date: Seal of the Court BY THE COURT: Prothonotary, Civil Division ~P~y Susquehanna Bank Subpoena Produce the following documents: 1. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and relating to any and all accounts of Big Bee Boats, Ltd., specifically including, but not limited to Account #0146004343 at the institution formerly known as Community Banks and/or the account referenced on the copy of the check attached hereto as Exhibit "A" for the period of such accounts' inception to the present time (hereinafter, the "Big Bee Accounts'. 2. All documents that show, evidence, or reveal all deposits into the Big Bee Accounts. 3. All documents that show, evidence, or reveal all withdrawals and/or payments from the Big Bee Accounts. 4. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and relating to any and ali accounts of Cove Centre, lnc., specifically including, but not limited to Account #0146004354 at an institution formerly known as Community Banks and/or for the account referenced on the copy of the check attached hereto as Exhibit "B" for the period of such accounts' inception to the present time (hereinafter, the "Cove Centre Accounts"). 5. All documents that show, evidence, or reveal all deposits into the Cove Centre Accounts. 6. All documents that show, evidence, or reveal ail withdrawals and/or payments from the Cove Centre Accounts. EXHIBIT A -"''~~ - .. .:. .- B[G BEE 80ATS LTD. ~~~~ Q ~ ~ ~ 7 2 8 1617 STATE ROAD e0-1041Bt9 DUNCANNON , PA 17020 DATE AMOUrIT 07/11/05 $2,300.00 AY Two Thousand Three Hundred Da13.ars and 00 Cents********** ************** ~~ ~~ INTE6RAND SERVICES, LLC. A~OR®SU3wcN~ e~1 ~ s !~. ~~ /70~ 3 ~'~. . u'O i 2 ~ 28~' +:D 3 i 3 i04 i 3~: 0 i~u46004 34 3~~' EXHIBIT B • 1 r• b ~ Y ~ ~ ~~ O O ~ • rer ru :^ p - u+ r r O ~ S w ~ R r ~~ ;t" D~ 0 'D ~" w ~ ~a~ 3 ~:. ~ ~~ ~~ ~ w ~~ ~± ~ ~ ~ ~ L~ ~ ~ ~ ~ ... .! WOOLFOltD LAW, P.C. By: Timothy J. Woolford, Esgnire Attorney I.D. 78941 Wheatland Place 941 Wheatland Aveane, Suite 402 Lancaster, PA 17603 TO: Susquehanna. Bank 1570 Manheim Pike P.O. Box 3300 Lancaster, PA 17601-3300 NOTICE You aze required to complete the following Certificate when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 I, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July , 2010 have been provided. Date: Susquehanna Bank ~, CER'T'IFICATE OF SERVICE I, Timothy J. Woolford, an attorney with Woolford Law, P.C., certify that on this date, I served a true and correct copy of the foregoing Notice of Intent to Serve to the Sheriff for personal service upon the following: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncatuion, PA 17020 Timo oolford Date: July 1, 2010 ri WOOLFORD LAW, P.C. By: Timothy d. Woolford, Esquire Attorney LD. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster PA 17603 WESTHAFER CONSTRUCTION, INC. 120 West Allen Street Mechanicsburg, PA 17055, Plaintiff, v. RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050, and BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020, _ Defendants. ,~ Attorneys for Plaintiff, .~ . West/tafer Construction, Itt~ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW J[JRY TRIAL DEMANDED NOTICE OF INTENT TO SERVE TO: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1 b 17 State Road Duncannon, PA 17020 WOOLFORD LAW, P.C. Dated: 2~ ~ / By; imo oolford YOU ARE HEREBY notified that Plaintifl; Westhafer Construction, Inc., intends to serve a subpoena identical to the one 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 counsel for serving party an objection to the subpoena. If no objection is made, the subpoena. may be served. TR C~Pl' FFtv'r ... i°'~ RC 1n Testimony wh ..., ...~o set ~::v nand 8nd the seal ai sai o 'a~;isie, i/a. This of Prothonotary COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Construction, Inc. , Puff File No. VS. Randolph w. Rohrer and Big Bee Boats, Ltd. Defendant SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 'I'~ • Members 1st Federal Crt:dit Union, Attn: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (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: Please see attached. at Woolford Law, P.C., Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 176U3 (Address} You may deliver or mail Iegible 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 withua 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: Timothy J. Woolford, Esquire ADDRESS: wodcera L,.a~, P.C. WheaOrod Plea, 941 Wheetlmd Ave, Snipe 402 L.nrxsta', PA 17603 TELEPHONE: (71~ 290.1190 SUPREME COURT ID # >asa- ATTORNEY FOR: westhat'« Caommaron,luc- Date: Seal of the Court BY THE COURT: Prothonotary, Civil Division Deputy Members 1st Federal Credit Union DOCUMENTS REQUESTED 1. Any and all documents relating to any and all mortgages pertaining to Parcel Identification No. 210,134A2-029.000 with an address of 1609 State Road, Duncannon, PA 17020 {the "Property"), including, but not limited to, the following: (a} applications; (b) closing documents; (c) closing statements; (d) payoff information; (e) estoppel agreements; (f j subordination, non-disturbance and attornment agreements; (g) leases; (h) underwriting files; {i) credit reports; (j) financial statements; (k) tax returns of mortgagor, grantor and its of~iicers, directors and shareholders, including Randolph W. Rohrer and Amanda S. Rohrer; (I) promissory notes; (m} documents reflecting security interests; and {n) property appraisals. 2. All hard copies, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all records of and relating to any and all accounts of Cove Centre, Inc. and/or Randolph W. Rohrer, for the period of such accounts' inception to the present time. 3 referenced in request no. 2, above. All documents that show, evidence or reveal all deposits into the account 4. All documents that show, evidence or reveal all withdrawals and/or payments from the account referenced in request no. 2, above. wooL>toRD LAw, P.c. By: Timothy J. Woolford, Esquire Attorney I D. 78941 Wheatland PIace 94! Wheatland Avenue, Suite 402 Lancaster, PA 17603 NO`. T TQ: Members l~` Federal Credit Union Small Business Leading 5000 Louise Drive Mechanicsburg, PA 17055 You are required to complete the following Certificate when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 I, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July ___, 2010 have been provided. Date: Members 1s` Federal Credit Union CERTIFICATE OF SERVICE I, Timothy J. Woolford, an attorney with Woolford Law, P.C., certify that on this date, I served a true and correct copy of the foregoing Notice of Intent to Serve to the Sheriff for personal service upon the following: RANDOLPH W. ROHRER 1410 Azmitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 Date: July 1, 2010 WOOLFOItD LAW, P.C. By: Timothy J. Woolford, F.sgaire Attorney I.D. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 WESTHAFER CONSTRUCTION, INC. 120 West Alien Street Mechanicsburg, PA 17055, Plaintiff, v. RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050, and BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020, Defendants. In Testimon ~,areof, I here set my hand ~tlte se~l od# s ' ~ ~. ~r ~ Ihonotary Attorneys far Plaiietr, fj`,' Westkajer Construction, InG IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. ` ~~` ~/3~3 cN~. CIVIL ACTION -LAW JURY TRIAL DEMANDED NOTICE OF INTENT TO SERVE TO: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 WOOLFORD LAW, P.C. Dated: l~ z ~ / v By: imo oolford YOU ARE HEREBY notified that Plaintiff, Westhafer Construction, Inc., intends to serve a subpoena identical to the one 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 counsel for serving party an objection to the subpoena. If no objection is made, the subpoena maybe served. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Construction, Inc. Plain>iff File No. VS. Randolph W. Rohrer and Big Bee Boats, Ltd. Defendant SUBPOENA TO PRODUCE DOCUMENTS OR TffiNGS FOR DISCOVERY PURSUANT TO RULE 4U09.22 TO: Sovereign Bank, located at Penn Square Center, 601 Penn Street, Reading, PA 19601 {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: Please see attached. ~ Woolford Law, P.C., Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 17603. (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 is advance the reasonable cost of preparing the oopies 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: Timothy J. Woolford, Esquire ADDRESS: woolead ~v. r.a WLpd~nd Play, 9t1 VVhadaud Ave., Suite 402 Tsowos, PA 11603 TELEPHONE: (7t~ynau9o SUPREME COURT ID # ~~ ATTORNEY FOR weathafrr Comtruction.Inc. BY THE COURT: Prothonotary, Civii Division Date: Seal of the Court ~P~S' Sovereig,~ Bank Subpoena Produce the following documents: 1. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and relating to any and all accounts of Amanda S. Rohrer and Randolph W. Rohrer, specifically including, but not limited to Account #'s 1600010492 and 0107064388 at the institution formerly known as Waypoint Bank and/or the accounts listed on the copies of the checks attached hereto as Exhibit "A" for the period of such accounts' inception to the present time (hereinafter; the "Rohrer Accounts"). 2. All documents that show, evidence, or reveal all deposits into the Rohrer Accounts. 3. All documents that show, evidence, or reveal all withdrawals and/or payments from the Rohrer Accounts. EXHIBIT A ~~,1: -~--.... M • J-11tANDA S. BOMBER RAHDOLPH W.ROHREA 1410 IJilY1tTMOE WAY 1,tECHANIC~tiRt~. PA 970E0• a f ~~ 1723 ~sooolo~z DATE ~.Q~ 8 ~~~-~~ ~ . yV M' M...~• •~ t. . ~•(_,'~ t•..~ !t.° •~.il is "" •' .. irYn~. wZ I~~syl.. •+ •~~+ ~ ~•y .~r :•+~~Z~•_Lj.f ~'• .i~•. .~2$a ri'f.~ •Sla;. _ ~Ar 1..4 •~.itl'R~T'•." i+'A(4d^•. ~ ~u =i: ~3•i37' 2~87~x0 LO?17~43H$~R C3i~ ;rr s~-• • s „iF . •r•A~ ~~ W~[~°~ ~'g%~NK ~p ? ~v '1a c~3 ~~ I ~~B Ifa i~6~000i0492~' I~?'~3 wooL~oxD LAw, P.c. By: Timothy J wooliord, Esquire Attorney LD. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 NOTICE TO: Sovereign Bank Penn Square Center 601 Penn Street Reading, PA 19601 You are required to complete the following Certificate when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 I, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July _, 2010 have been provided. Date: Sovereign Bank CERTIFICATE OF SERVICE I, Timothy J. Woolford, an attorney with Woolford Law, P.C., certify that on this date, I transmitted a true and correct copy of the foregoing Notice of Intent to Serve to the Sheriff for personal service upon the following: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 Date: Juty 1, 2010 CERTIFICATE OF SERVICE I hereby certify that on July 19, 2010, a true and correct copy of the foregoing Entry of Appearance was served via United States 1 ~ Class Mail, postage prepaid, upon counsel for Plaintiff as follows: Timothy J. Woolford Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 (Counsel for Plaintiff) Jo~ifiJ. McNally, IBC, Esquire Corey J. Adamson, Esquire 833300.1 ~ ~r John J. McNally, III, Esquire Attorney I.D. No. 52661 E-Mail: jmcnally@tthlaw.com THOMAS, THOMAS & HAFER, LLP 305 North Front Street Post Office Box 999 Harrisburg, Pennsylvania 17108-0999 (717)237-7116 Attorneys for Plaintiffs WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants - Tf-r G, ~; <~l PNt l ~ ~2 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO.: 10-4363 CIVIL JURY TRIAL DEMANDED NOTICE TO PLEAD: TO PLAINTIFF: You are hereby notified that you are required to file a response to the Preliminary Objections set forth below within twenty (20) days, or judgment may be entered against you. DEFENDANTS' PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT AND NOW come the Defendants, by and through their counsel, Thomas, Thomas & Hafer, LLP, and respectfully file the instant Preliminary Objections to Plaintiff's Complaint, stating and averring as follows: 1. Plaintiff Westhafer Construction, Inc. ("Westhafer") initiated this matter by filing a Complaint on or about July 2, 2010. A copy of Westhafer's Complaint is attached hereto as Exhibit A. 2. Westhafer's Complaint contains two counts: Count I for Breach of Contract against Defendant Randolph W. Rohrer ("Rohrer"), and Count II for Breach of Contract against Big Bee Boats, Ltd. ("Big Bee"). Ex. A. 3. Generally speaking, Westhafer claims Rohrer and Big Bee are liable for a Perry County jury's award to Westhafer against Cove Centre, Inc., a corporate entity which is not a named party. See Ex. A generally. 4. In other words, Westhafer is seeking to pierce the corporate veil of non-party Cove Centre, Inc., and impose liability upon Rohrer and Big Bee. FIRST PRELIMINARY OBJECTION: IMPROPER VENUE PURSUANT TO PA.R.C.P. 1028(A)(1) AND 1006(E) 5. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 6. As alleged in the Complaint, Big Bee is a corporation with a registered office of 1617 State Road, Duncannon, PA 17020. Ex. A ¶3. 7. This is in Perry County. 8. Pursuant to Pa.R.C.P. 2179(a)(1), an action against a corporation (such as Big Bee) may be brought in and only in the county where its registered office or principal place of business is located (emphasis added). 9. None of the other options under Rule 2179(a) are applicable here (county where it regularly conducts business, county where the cause of action arose, county where transaction or occurrence took place, county where property which is the subject matter of the action is located). See Pa.R.C.P. 2179(a)(2-5). 10. Westhafer has not alleged that Big Bee regularly conducts business in Cumberland County. 11. As alleged in the Complaint, the contract allegedly breached was entered into in Perry County, for the construction of a facility in Perry County, was allegedly breached in Perry County, and the jury award was in Perry County. Ex. A, ¶¶8-14. 12. Accordingly, the appropriate venue for this matter is Perry County, and Perry County only. 13. Pursuant to Pa.R.C.P. 1006(e), this Honorable Court should transfer and remove this matter to Perry County, with the costs of same to be paid by Westhafer. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections to Plaintiff's Complaint, and transfer this matter to Perry County. SECOND PRELIMINARY OBJECTION: PENDENCY OF A PRIOR ACTION PURSUANT TO PA.R.C.P. 1028(A)(6) 14. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 15. As alleged in the Complaint, Westhafer has filed an appeal of the Perry County jury award to the Superior Court. Ex. A, ¶19. 16. Westhafer fails to mention that Cove Centre, Inc. also filed an appeal from the Perry County jury verdict. 17. Accordingly, the award that Rohrer and Big Bee are allegedly liable for is not even set, and if Cove Centre, Inc. prevails upon appeal, there would be no jury award. 18. As the Perry County matter remains pending, and this action pertains to the same, Westhafer should have brought the instant claims in that matter. 19. As Westhafer has failed to do so, its current Complaint before this Honorable Court must be dismissed. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections to Plaintiff's Complaint, and dismiss Plaintiff's Complaint, with prejudice. THIRD PRELIMINARY OBJECTION: FAILURE TO INCLUDE IN INDISPENSIBLE PARTY PURSUANT TO PA.RC.P. 1028(A)(5) 20. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 21. Over half of Plaintiff s allegations are assertions concerning the alleged conduct of Cove Centre, Inc., with regards to its business and the Perry County jury award. 22. However, Westhafer has failed to name Cove Centre, Inc. as a party to this matter. 23. Despite this failure, Westhafer is asking this Honorable Court to allow it to pierce Cove Centre, Inc.'s corporate veil. 24. An indispensible party to an action is one whose rights are so directly connected with and affected by litigation that he must be a party of record to protect such rights, and his absence renders any order or decree of court null and void for want of jurisdiction. Columbia Gas Transmission Corp. v. Diamond Fuel Co., 346 A.2d 788, 789 (Pa. 1975). 25. Cove Centre, Inc. has an undeniable interest in not having its corporate veil pierced, and in any action regarding the Perry County jury award against it. 26. Indeed, if not for the Perry County jury award against non-party Cove Centre, Inc., the instant matter would not even exist. 27. Westhafer's failure to name Cove Centre, Inc. deprives this Honorable Court of jurisdiction. 28. It is also submitted that Westhafer did not name Cove Centre, Inc. as a party to this matter because, as alleged in the Complaint, Cove Centre. Inc., a corporate entity, also has its registered business office in Perry County, and doing so would further underscore that the only appropriate venue for this matter is Perry County. Ex. A, ¶5. See also First Preliminary Objection, supra. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections to Plaintiff's Complaint, and dismiss Plaintiff s Complaint, with prejudice. FOURTH PRELIMINARY OBJECTION: FAILURE TO EXHAUST STATUTORY REMEDY PURSUANT TO PA.R.C.P. 1028(A)(7)/FULL, COMPLETE AND ADEQUATE REMEDY AT LAW PURSUANT TO PA.R.C.P. 1028(A)(8) 29. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 30. While Westhafer seeks to pierce non-party Cove Centre, Inc.'s corporate veil and impose liability upon Rohrer and Big Bee for the jury award against Cove, Westhafer has not indicated any efforts to collect upon the assets of Cove, despite having filed a Praecipe for a Writ of Execution. 31. Accordingly, Westhafer cannot attempt to pierce the corporate veil where it cannot indicate that Cove Centre, Inc. does not possess sufficient assets to satisfy the unsolidified award, as it has not attempted to collect cent one from Cove. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections to Plaintiff s Complaint, and dismiss Plaintiff's Complaint, with prejudice. FIFTH PRELIMINARY OBJECTION: DEMURRER PURSUANT TO PA.R.C.P. 1028(A)(4) 32. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 33. Westhafer asserts breach of contract claims against Rohrer and Big Bee, asserting they are each responsible for the obligations of non-party Cove Centre, Inc. Ex. A, Counts I and II. 34. The theory of piercing the corporate veil, which includes the participation theory, is imposed only with great caution in Pennsylvania and that there is a presumption against its application. See, Kellvtown Company v. Williams, 426 A.2d 663, 668 (Pa. Super. 1981) (quoting Zubik v. Zubik, 384 F.2d 267, 273 (3d Cir. 1967), cert. denied, 390 U.S. 988, (1968)) (In applying the test (for piercing the corporate veil), ...any court must start from the general rule that the corporate entity should be recognized and upheld, unless specific, unusual circumstances call for an exception ...Care should be taken on all occasions to avoid making "the entire theory of the corporate entity ...useless ...). 35. Even were Westhafer able to pierce the corporate veil of non-party Cove Centre, Inc., that would not, as Westhafer alleged, make Rohrer and Big Bee "responsible for the obligations of Cove" under the construction contract. 36. To set forth a prima facie claim for breach of contract, a plaintiff must aver "(1) the existence of a contract, including its essential terms, (2) a breach of a duty imposed by the contract and (3) resultant damages." Corestates Bank, N.A. v. Cutillo, 723 A.2d 1053, 1058 (Pa. Super. 1999). Plaintiff must plead all three elements. Id. 37. As Rohrer and Big Bee were not parties to the construction contract, they were under no duty pursuant to the same, and cannot be liable for any breach of the same. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections to Plaintiff's Complaint, and dismiss Plaintiff's Complaint, with prejudice. SIXTH PRELIMINARY OBJECTION: INSUFFICIENT SPECIFICITY PURSUANT TO PA.R.C.P.1028(A)(3) 38. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 39. Pa.R.C.P. 1019(a) provides that a complaint must not only allege all the material facts upon which a cause of action lies, but it must plead each fact in a concise and summary form. 40. Pa.R.C.P. 1019(a) has been interpreted to mean "that the complaint must not only apprise the defendant of an asserted claim, but it must also synopsize the essential facts to support the claim." Miketic v. Baron, 675 A.2d 234, 331 (Pa. Super. 1996). 41. A defendant may file preliminary objections and move to strike off an insufficient statement, or may obtain a rule for a more specific statement. Connor v. Allegheny Gen. Hosp , 461 A.2d 600, 603 n.3 (Pa. 1983). 42. Westhafer's Complaint contains numerous assertions that lack the specificity required by Pennsylvania's fact pleading rules: that Rohrer commingled personal funds with funds of "other entities" (Ex. A, ¶24); that Cove "disregarded corporate formalities" (Ex. A, ¶27); there has been substantial intermingling of the corporate affairs of Cove and Rohrer's "personal affairs and other business concerns of Rohrer's, including Big Bee" (Ex. A, ¶30); and that Rohrer and Big Bee are liable for the "obligations" of Cove Centre to Westhafer (Ex. A, ¶¶50-53, 56). 43. These general and vague averments fail to comply with Pennsylvania law and with applicable rules of court in that they lack the requisite specificity. 44. Moreover, Westhafer also avers Rohrer used Cove Centre, Inc. to perpetuate a fraud. Ex. A, ¶28. 45. Pa.R.C.P. No. 1019(b) provides that averments of fraud shall be averred with particularity. 46. Westhafer's Complaint fails to identify any actions by Rohrer, let alone with the requisite specificity, to support its legal conclusion that a fraud was perpetuated. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections, and strike paragraphs 24, 27, 28, 30, 50-53, and 56 from Plaintiffls Complaint, with prejudice. SEVENTH PRELIMINARY OBJECTION: INCLUSION OF SCANDALOUS AND IMPERTINENT MATTER PURSUANT TO PA.R.C.P. 1028(A)(2) 47. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 48. Paragraphs 41 through 48 of Westhafer's Complaint make unfounded allegations of jury tampering by Defendant Rohrer during the Perry County jury trial between Cove Centre, Inc. and Westhafer. Ex. A, ¶¶41-48. 49. These allegations are irrelevant to Westhafer's claims for breach of contract. 50. In other words, these allegations, even if true, do not make it more or less likely that Rohrer and Big Bee are liable for the jury award against Cove Centre. 51. Scandalous or impertinent matter is defined as allegations .immaterial and inappropriate to the proof of the cause of action. Common Cause/Pennsylvania v. Commonwealth, 710 A.2d 108, 115 (Pa. Commw. 1998), citing Commonwealth, Department of Environmental Resources v. Peggs Run Coal Company, 423 A.2d 765 (Pa. Commw. 1980). If the allegation is wholly irrelevant to the action and without any influence in leading to the results of the judicial inquiry, said allegation will be deemed impertinent. Jeffries v. Hoffinan, 207 A.2d 774, 775-76 (Pa. 1965). 52. Westhafer has included these allegations merely as an attempt to harass Defendants and place them in a bad light. 53. Accordingly, paragraphs 41-48 of Westhafer's Complaint should be stricken. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections, and strike paragraphs 41-48 from Plaintiff's Complaint, with prejudice. EIGHTH PRELIMINARY OBJECTION: FAILURE TO CONFORM TO LAW OR RULE OF COURT PURSUANT TO PA.R.C.P. 1028(A)(2) 54. All foregoing paragraphs are incorporated by reference as if the same were set forth fully at length herein. 55. Westhafer alleges Rohrer and Big Bee are responsible for Cove's obligations under the construction contract. 56. Westhafer also alleges that Rohrer and Big Bee are liable for the as-yet unfinalized Perry County jury award against Cove. 57. Westhafer fails to attach a copy of the subject construction contract. 58. Westhafer fails to attach a copy of the jury award, verdict, or any document indicating recording of the same in the Perry County judgment index. 59. Pennsylvania Rule of Civil Procedure 1019(h) states that when any claim or defense is based upon an agreement, the pleading shall state specifically if the agreement is oral or written. 60. Pennsylvania Rule of Civil Procedure 1019(1) states that when any claim or defense is based upon a writing, the pleader shall attach a copy of the writing, or if the writing is not accessible to the pleader, state the reason for such unavailability and the substance of the writing. 61. Westhafer's Complaint should be stricken for failure to attach a copy of the contract which it alleges created duties and obligations owed to them by Rohrer and Big Bee, and a copy of the jury award and judgment for which they are allegedly responsible. WHEREFORE, Defendants respectfully request this Honorable Court sustain their Preliminary Objections to Plaintiff's Complaint, and dismiss Plaintiff's Complaint, with prejudice. Respectfully submitted, THOMAS, T~OMA~ & HAFER, LLP Date 834181.1 ~`~~~~ By: John J. all ,III, Esquire Attorne .D. No. 2661 Corey .Adamson, Esquire Attorney I.D. No. 204508 305 North Front Street Post Office Box 999 Harrisburg, PA 17108-0999 (717) 237-7116 (717) 237-7105 facsimile Attorneys for Defendants ~ ~~ ~ ,=^'`~-?.Supreme Cot~~c Pennsylvania Pleas .e~ _ ~~t~F, £T , County - ~ ~ ~~:~.~~ The information collected on this form is used solely for court administration pztrposes. This form does not sunnle»zent or renlaee the frlinQ and service ofDdeadrxtgs or other gapers as required bylaw or rules o-('court. --T - - Commencement of Action: x^ Complaint ^ W rit of Summons ^ Petstion ^ Notice of Appeal ^ Transfer from Another Jurisdiction ^ Declaration of Taking Lead Plaintiff's Name: Lead Defenhant's Name: WESTHAFER CONSTRUCTION, ENC. RANDOLPH W. ROHRER ^ Check here if you are aSelf-Represented (Pro Se) Litigant Name of PlaintifflAppellaut's Attonaey: Timothy J. Woolford, Woolford Law, P.C. ' Are money damages requested2 : ®Yes ^ No Dollar Amount Requested: ~ within azbitration limits (Check one) outside arbitration limits Is this a Class ~4ction Suit? ^ Yes ~ No TORT (dn not include Mass 7'orl) ^ Intentional ^ Malicious Prosecution ^ Motor Vehicle - ^ Nuisance - ^ Premises Liability ^ Product Liability (does not include mass tort) ^ 5lander/LibeU Defamation ^ Outer: - MASS TORT ^ Asbestos ^ Tobacco ^ Toxic Tort -DES ^ Toxic Tort -Implant ^ Toxic Waste ^ Other: PROFrSSIONAL LIABLITY ^ Dental ~ Legal ^ Medical ^ Other Professional: P~R.GP. 205.5 CONTRACT (do not include Judgments) ^ Buyer Plaintiff ^ Debt Collection: Credlt Card ^ Debt Collection: Other ^ Employment Dispute: Discrimination ^ Employment Dispute: Other CIVII, APPEALS Administrative Agencies ^ Board of Assessment fl Board of Elections ^ Dept. of Transportation ^ Zoning Board ^ Statutory Appeal: Other Judicial Appeals ^ MDJ - LandlordlTer~m ~ ~~„ ^ MDJ -Money Judgment ^ Other: Breach of Contract REAL PROPERTY ~ ^ Ejectment ^ Eminent Domain/Condemnation ^ Ground Rent ^ LaadlordlTenantDispute ^ Mortgage Foreclosure ^ Partition © Quiet Title ^ Other. MLSCEI.LANEOUS ^ Common Law/statutory Arbitration ', ^ Declaratory Judgment ^ Mandamus ^ Non-Domestic Relations Restraining Order ^ Quo Warranto ^ Replevin ^ Otlier: 2/2010 TRUE COPYlCIFlOI~ RECORD M Tes~monywlt~a~fillw~siMo set my hanc and ~1OI.Ml! fa, Psa. Westhafer Construction, Inc. Plaintiff Randolph W. Rohrer and Big Bee Boats, Ltd. . Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA N0. to `~3~-3 ~~~ Zo Civi{ Term o ~ --~ -- ~ m =~' =: ~.-° rv c:;: ~; - ~C NOTICE TO QEFEND ~ n.:. .~- YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEPEND AGAINST THE CLAIMS SET FORTH IN THE FOLLOWING PAGES, YOU MUST TAKE ACTION WiTI~T TWENTI' (2d) DAYS AFTER THIS COMPLAINT AND NOTICE ARE SERVED, BY ENTERII~TG A WRITTEN APPEARANCE PERSONALLY OR BY AN ATTORNEY AND FILLWG IN WRTTiNG WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL TO DO SO THE CASE MAY PROCEED WITHOUT YOU AND A JUDGEMEIhT MAY BE ENI~RED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIlvtED IN THE COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PEOPERTY OR OTHER RIGHTS IlvIPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO THE TELEPHONE OR THE OFFICE SET FORTH BELOW TO FIND WFIERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION p~ ~ r~~ 32 SOUTH BEDFORD STREET ~ f ~ ~ CARLISLE, PA 17013 0 ~ . ~' 1-800-980-5108 ~j 'fie 717-249-3166 ~ ~~ ~ ~~~ y 0 woo~.FOa~u LAW, P.c. By: T€mofhy .7. Woolford, Esgaire Affatney LD. 78941 Wheatland Place 941 Wheatland Avenue, 3uife 402 Lancaster, PA 17603 WESTHAFER CONSTRUCTION, INC. 120 West Allen Street Mechanicsburg, PA 17055, Plaintiff, v. RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050, and BIG BEE BOATS, LTD. ' 1617 State Road Duncannon, PA 17020, Defendants. Attorneys for Plaintiff; werthafer construction, I,tG IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. ~ D ~- ~/ 3 ~ 3 c1 J: ~ CIVIL ACTION -LAW JURY TRIAL DEMANDED COMPLAINT AND NOW, comes Westhafer Construction, Inc. ("Westhafer"), by and through its undersigned counsel, Woolford Law, P.C., who files this Complaint against Defendant, Randolph W. Rohrer ("Rohrer"}, and Big Bee Boats, Ltd. (`Big Bee"} and in support thereof, avers as follows: The Parties 1. Plaintiff Westhafer is a corporation organized under the laws of the Commonwealth of Pennsylvania and engaged in the business of general construction with a principal address of 120 West A11en Street, Mechanicsburg, Pennsylvania 17055. 2. Defendant Rohrer is an adult individual who resides at 1410 Armitage Way, Mechanicsburg, Cumberland County, Pennsylvania 17050. 3. Defendant Big Bee is a corporation organized under the Taws of the Commonwealth of Pennsylvania with a registered office at 1617 State Road, Duncannon, PA 17020. 4. Defendant Rohrer is the President of Big Bee. 5. Defendant Rohrer is also President of a corporation known as Cove Centre, Inc., ("Cove"} which is organized under the laws of the Commonwealth of Pennsylvania with a principal address of 1617 State Road, Duncannon, Pennsylvania 17020, the sarne address as Big Bee and its sole officer. 6. Thus, Rohrer is President of both Big Bee and Cove. Venue 7. Venue is proper in CuEnberland County because Defendant Rohrer resides there and he inay be served there. Factual Background 8. In 2003, Cove entered into a contract with Westhafer pursuant to which Westhafer agreed to' consfiict a 12,0{x? square foot building in Duncannon, Perry County, Pennsylvania with a contract price of $721,380 (the "Project"). 9. After constnzction began, disputes developed between W esthafer and Cove after Westhafer commenced performance of the work and Cove failed and refused to pay Westhafer for work performed. 10. Cove terminated Westhafer from the Project, hired a replacement contractor at gzeater costs, and subsequently bmught suit against Westhafer seeking recovery of the difference in cost between what Westhafer had agreed to charge and what Cove incurred to complete the Project using other contractors. 2 11. Westhafer asserted a counterclaim against Cove seeking payment for work performed by Westhafer that Cove failed and refused to pay before improperly terminating and refusing to pay Westhafer. 12. In October 2009, the lawsuit, captioned as Cove Centre, Inc. v. Westhafer Construction, Inc., Perry County Court of Common Pleas, No. 2005-247, was tried to a jury and before the Honorable G 3'oseph Rehkamp in Perry County. 13. On October 14, 2009 fallowing the trial, the jury returned a verdict in favor of Westhafer and against Cove in the amount of $91,~ 13.78. 14. The jury rejected all of Cove's claims and damages, which Cove asserted wexe in excess of $198,000, and deternzined that Cove breached the contract and was therefore liable to Westhafer. 15. Approximately six (~ days following the jury's verdict, Cove camgleted the refinance of the only asset which Cove possessed -the 12,000 square foot building that Cove had hired Westhafer to construct in 2003 (the "Property"}. 16. On October 20, 2010, two (2} mortgages in the amount of $1 million each were filed against the Property by Members Lst Furst Federal Credit Union. 17. Upon information and belief, the refinance of the Property by Cove was done with the specific intent to frustrate an anticipated attempt by Westhafer to enforce and collect upon the verdict and the judgment that Cove knew Westhafer would obtain. 18. The refinance was done in anticipation of a judgment being entered yr obtained against Cove (which was, in fact, obtained) and was a deliberate effort to prevent VJesthafer from collecting since the mortgages would exceed the value of the building. 3 19. Westhafer has filed an appeal to the Superior Court arguing that the verdict should be molded and increased to include attorneys' fees to which VJesthafer is statutorily entitled pursuant to the Contractor and Subcontract Payment Act. 20. 7f the verdict and judgment are molded to include attorneys' fees or other additional amounts, then Rohrer and Big Bee aze liable for those amounts as well. 21. Upon information and belief, Cove spent the funds obtained from the refinance of the Cave Centre on matters personal to Rohrer including personal entertainment. 22. Additionally, during the Project, Cove paid for construction work on the Cove Centre Pmject with funds of Big Bee, another corporate entity in which Rohrer serves as President. 23. Additionally, Rohrer used thousands of dollars of his personal funds to pay for construction and professional services related to the Cove Centre Project. 24. Rohrer commingled personal funds with funds from other entities he controls including the funds of Cave. 25. Rohrer siphoned assets from Cove in an attempt to frustrate an anticipated attempt by Westhafer to enforce a judgment that Rohrer and Cove feared Westhafer would obtain at the trial. 2b. Rohrer paid bills relating to the eonstrnetion of the Cove Centre Project from his own personal accounts and from accounts of other entities he controls, including Big Bee. 27. Cove has disregazded corporate formalities. 28. Rohrer has used Cove as a shield to perpetrate a fraud. 29. Rohrer and Big Bee are the alter egos of Cove. 4 - 30. There has been substantial intermingling of the corporate affairs of Cove and Rohrer's personal affairs and other business concerns of Rohrer's, including Big Bee. 31. The registered office for Cove is the same registered office for other corporate concerns that Rohrer controls including Big Bee Boats & RV, and Big Bee Boats, Ltd. 32. Upon information and belief, Rohrer used Cove merely as an instntmentality to conduct his own personal business. 33. Cove and Big Bee share common office space, addresses and telephone numbers. 34. Cove, Big Bee and Rohrer have substantially intermingled their properly and their affairs. 35. Cove, Big Bee and Rohrer acted as, or engaged in, a single business enterprise in connection with the Cove Centre Project. 36. Rohrer and Big Bec used assets of Cove as if they were their own. 37. •When Cove became indebted to Westhafer, Cove, Big Bee and Rohrer were acting as, or engaged zn, a single business enterprise. j 3 8. Cove is a sham - a facade for the operations ~ of Rohrer -its sole officer. 39. Cove, Big Bee and Rohrex integrated their resources to achieve a comn3on business purpose -constructing the Cove Centre Project 40. Rohrer siphoned assets from Cove in an effort to prevent Westhafer from recovering on the verdict that Westhafer obtained from Cove in October 2009. 41. During the October 2009 trial between Westhafer and Cove, Rohrer was present at all times. 5 42. Rohrer improperly communicated with a jurox named Ed Murtoff and attempted to influence the jury's verdict through Murtoff and to interfere with the orderly administration of justice. 43. Prior to the commencement of the trial, but after the jury was selected, upon information and belief, Rohrer or his agents improperly contacted two jurors and requested that one juror write a letter to the presiding judge concerning a fictitious encounter with a Westhafer employee - a ploy that was designed to get a juror removed from the jury so that the alternative juror, Ed Murtoff, who was personally acquainted with Rohrer, would be seated on the jury and would be able to influence its verdict. 44. Rohrer also contacted a second juror and axranged for the juror not to appear on . the first day of trial, but to instead write a letter to the presiding judge asking to be excused on the basis of an alleged skin condition. 45. Rohrer got two jurors removed in order to ensure that Mr. Murton a personal acquaintance and the second alternate, made it onto the jury. 46. Then, during the trial, Rohrer made false allegations against one jurox in an unsuccessful attempt to get the juror removed from the jury hoping that after the removal of this juror, Westbafer would not have enough jurors to obtain a verdict in its favor. 47. .All of the foregoing were deliberate attempts to perpetrate a fraud on Westhafer and the court. 48. This act of constructive fraud was intended to deceive Westhafer, to violate confidence, to injure public interests and to frustrate Westhafer's attempts to collect a debt from Cove. 6 -, COUNT Y -Breach of Contract Against Randolph W. Rohrer 49. Westhafer incorporates by reference Paragraphs 1 through 48 of this Complaint as if set forth fully herein. 50. Rohrer is responsible for the obligations of Cove based upon the foregoing. 51. At least $91,513.78, is due and owing to Westhafer by Cove under the Westhafer- Cove contract. 52. Based on the material facts alleged herein, Rohrer is responsible for payment of that obligation. 53. 3ustice and public policy demand that the corporate veil be pierced and that Rohrer be held liable for Cove's obligations to Westhafer. 54. Piercing the corporate veil will not prejudice the rights of innocent parties. WI~REFORE, Plaintiff Westhafer Construction, inc. respectfully requests that this Honorable Court enter judgment in its favor and against Defendant Randolph W. Rohrer, and award damages in excess of $91,513.78, plus interest and grant any further relief which the Court deems just and proper. COUNT II -Breach of Contract Against Big Bee Boats, Ltd. 55. Westhafer incorporates by reference Paragraphs 1 through 54 of this Complaint as if set forth fully herein. 56. Tustice and public policy demand that the corporate veil be pierced and that Big Bee be held liable for Cove's obligations to Westhafer. 57. Piercing the corporate veil will not prejudice the rights of innocent parties. WI-~REFORE, Plaintiff Westhafer Construction, Inc. respectfully requests that this Honorable Court enter judgment in its favor and against Defendant Big Bee Boats, Ltd., and 7 award damages in excess of $91,513.78, plus interest and grant any further relief which the Court deems just and proper. Respectfully submitted, WOOLFORD LAW, P.C. Date: July 1, 2010 By: imothy oalford Attome I.D. No. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: (717) 290-1190 F: (717) 290-1196 8 ~ ~ ,, _ _ __ - .,~ A W~~~~~1 !!Steven Wc~thafer, ttan President of Wcstl~afcr ~'.cxixtrvc:ti~sr+, inG.r amd 1 ~~~ that I am aut~ti~ecE to mare this Vcrificstittts t,n hc:hait'vt'~-estha&x C:or+siTUCUio~ luc. t t+erit'y t3tat She langlmgC of LhC tihretgetiin~ i'.c-mt-Inir~l is that o£couie.~! and npt my e~wtt; aid #ltat the facts set forth in fhe fpregait~g dacumrni snc true ~,d wnrr~t to the brs~ ~f my k3wwkti~e, ~fornwtiou and beiicf t nstdts~ttuu~ i}te s~atcnQents h,erci~ arc mask subjoct to the pctmlti~s of per}c~ry anr4 1 K ~ Ca5_A. § 4~?04 rciatirtg to uaawom £aisification to authorities. Stevetl W~titater ..~' i ~• CERTIFICATE OF SERVICE I hereby certify that on July ~, 2010, a true and correct copy of the foregoing Preliminary Objections was served via United States ls` Class Mail, postage prepaid, upon counsel for Plaintiff as follows: Timothy J. Woolford Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 (Counsel for Plaintiff) 834181.1 WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO.: 10-4363 CIVIL JURY TRIAL DEMANDED ORDER AND NOW, this day of 2010, upon consideration of Defendants' Preliminary Objections, and the briefs of the parties thereon, it is hereby ORDERED and DECREED that said Objections are SUSTAINED. It is further ORDERED and DECREED that Plaintiff s Complaint is DISMISSED, WITH PREJUDICE. BY THE COURT: J. Distribution Legend: Timothy J. Woolford Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 Counsel for Plaintiff John J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street Post Office Box 999 Harrisburg, PA 17108-0999 Counsel for Defendants RONALD A. HUMES, IN THE COURT OF COMMON PLEAS Plaintiff :CUMBERLAND COUNTY, PENNSYLVANIA ~ 64 vs. NO. 10- n ^; BARBARA M. HUMES, :CIVIL ACTION -LAW _ ~V Defendant IN DIVORCE `T' ~~' - - _+ ~:_. I,., ACCEPTANCE OF SERVICE =- ~ ` OF COMPLAINT IN DIVORCE -_f fqq~ I, Samuel L. Andes, Esquire, counsel for Barbara M. Humes, Defendant in the above-`~' captioned matter, certify acceptance of service on behalf of Defendant of a copy of the Complaint in Divorce filed by Plaintiff, Ronald A. Humes, on July 6, 2010 and that I am authorized to do so. Date: ~ ~ ~ ~~1~ Samuel L. An es, Esquire Attorney I.D. # ~ 525 North Twelfth Street Lemoyne, PA 17043 Attorney for Defendant c~~ ~- ^' t ~ i:', , _..~ -r- . r --{ r-L_ ~ ... _ r, fi ._ . l r_: ~_ r MEYERS, DESFOR, SALTZGIVER & BOYLE 410 NORTH SECOND STREET P.O. BOX 1062 HARRISBURG, PA 17108 (717) 236-9428 FAX (717) 236-2817 PRAECIPE FOR LISTING CASE FOR ARGUMENT (Must be typewritten and submitted in triplicate) TO THE PROTHONOTARY OF CUMBERLAND COUNTY: (List the within matter for the next C~+~~ Argument Court.) n _~______~__~______,~,_~_ _--~~-~_ L_'". _._. It CAPTION OF CASE ~.~'~"~ ° ._., (entire caption must be stated in full) _ g` ~- -- --+ Westhafer Construction, Inc. ~ r"v -._ vs. '' ~ . _ _ ~. Randolph W. Rohrer and Big Bee Boats, Ltd. .: ~ :: :~~ .~ _. No. 4363 2010 ~ ~ ~ Term 1. State matter to be argued (i.e., plaintiffs motion for new trial, defendant's demurrer to complaint, etc.): Defendants' Preliminary Obiections to Plaintiffs Complaint 2. Identify all counsel who will argue cases: (a) for plaintiffs: Timothy J. Woolford, Esq. & Bradley N. Sprout, Esq. (Name and Address) 941 Wheatland Place, Suite 402, Lancaster, PA 17603 (b) for defendants: John J. McNally, III, Esq. & Corey J. Adamson, Esq. (Name and Address) 305 North Fmnt Street, P.O. Box 999, Harrisburg, PA 17108-0999 3. I will notify all parties in writing within two days that this case has been listed for argument. 4. Argument Court Date: October 6, 2010 Signature Bradley N. Sprout, Esq. Print your name Westhafer Construction, Inc. August 6, 2010 Attorney for Date: INSTRUCTIONS: 1.Original and two copies of all briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) before argument. 2. The moving party shall file and serve their brief 12 days prior toargument. - 3. The responding party shall file their brief 5 days prior to argument. 4. If argument is continued new briefs must be filed with the COURT ADMINISTRATOR (not the Prothonotary) after the case is relisted. CERTIFICATE OF SERVICE I, Bradley N. Sprout, an attorney with Woolford Law, P.C., certify that on this date, I served a true and correct copy of the Praecipe for Listing Case for Argument, upon the party, by depositing the same in the United States mail, postage prepaid, addressed as follows: John J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street P.O. Box 999 Harrisburg, PA 17108-0999 Bradley N. Spr Date: August 6, 2010 ,: WOOLFO1tD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney I.D. 78941 By: Bradley N. Sprout, Esquire Attorney I.D. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 WESTHAFER CONSTRUCTION, INC. Plaintiff, v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants. r-~ r- ,; ~ ~ - __ L. k~ i ~. _. 1 i. 1 F ~~.~ r o?d1D ~U- ~~ ~~ ir. o~ Attorneys for Plaintiff r Westhafer Construction, Inc. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No. 10-4363 Civil CIVIL ACTION -LAW JURY TRIAL DEMANDED WESTHAFER CONSTRUCTION, INC.'S RESPONSE TO THE PRELIMINARY OBJECTIONS OF RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD. Plaintiff, Westhafer Construction, Inc. ("Westhafer"), by and through its counsel, Woolford Law, P.C., hereby submits the following Response to the Preliminary Objections of Randolph W. Rohrer and Big Bee Boats, Ltd. and, in support thereof, states as follows: 1. Admitted. 2. Denied. The averments contained in Pazagraph 2 refer to the contents of Westhafer's Complaint which, as a written document, speaks for itself. ,Therefore, said averments aze deemed denied. 3. Denied. The averments contained in Pazagraph 3 refer to the contents of Westhafer's Complaint which, as a written document, speaks for itself. Therefore, said averments are deemed denied. 4. Denied. The averments contained in Paragraph 4 refer to the contents of Westhafer's Complaint which, as a written document, speaks for itself. Therefore, said averments are deemed denied. 1 ,• FIRST PRELIMINARY OBJECTION: IMPROPER VENUE PURSUANT TO PA. R.C.P. 1028(a)(1) AND 1006(e) 5. Paragraph 5 is an incorporation paragraph to which no response is necessary. 6. Admitted. 7. Admitted that Big Bee Boats' registered office is located in Perry County. 8. Denied. Rule 2179(a)(1) sets forth one of five possible options for determining the proper venue for bringing an action against a corporation. However, Defendants' citation to this Rule fails to take into account Rule 1006(c)(1), which states, "Except as otherwise provided by paragraph (2), an action to enforce a joint or joint and several liability against two or more defendants, except actions in which the Commonwealth is a party defendant, may be brought against all defendants in any county in which the venue tray be laid against any one of the defendants under the general rules of subdivisions (a) or (b)." Pa. R.C.P. 1006(c)(1) (emphasis added). Thus, pursuant to Rule 1006(c) an action may be brought against a corporation in a county in which none of the options under Rule 2179(a) are met so long as the venue is proper, pursuant to Rule 1006(a) or (b), as to at least one of the co-defendants, in this case Randolph Rohrer. 9. Denied. Westhafer is without sufficient information to either admit or deny whether options (2) through (5) of Rule 2179(a) are applicable to Big Bee in the present case. Nevertheless, whether these options are applicable is irrelevant as venue is proper in Cumberland County because venue is proper to Randolph Rohrer pursuant to Rule 1006(a)(1}, thus meeting the requirements of Rule 1006(c)(1). 10. Admitted. By way of further response, whether Big Bee regularly conducts business in Cumberland County is irrelevant, asvenue -based upon the fact that Mr. Rohrer 2 resides in and can be served in Cumberland County - is appropriate in Cumberland County pursuant to Rules 1006(a)(1) and 1006(c)(1). 11. Admitted, yet totally irrelevant, asvenue -based upon the fact that Mr. Rohrer resides in and can be served in Cumberland County - is appropriate in Cumberland County pursuant to Rules 1006(a}(1) and 1006(c)(1). 12. Denied. Cumberland County is an appropriate venue for the present action. As alleged in the Complaint, Mr. Rohrer is a resident of, and can properly be served in, Cumberland County. See Complaint, ¶ 2; Pa. R.C.P. 402(a). As previously stated, Rule 1006(c)(1) provides that an action "may be brought against all defendants in any county in which the venue may be laid against any one of the defendants under the general rules of subdivisions (a) or (b)." Pa. R.C.P. 1006(c)(1); see Evanick v. Mullaney, 2006 Phila. Ct. Com. Pl. LEXIS 510, *3-4. Under Rule 1006(a), venue is appropriate against an individual in the county which "the individual may be served ...." Pa. R.C.P. 1006(a)(1). Therefore, venue in Cumberland County is appropriate as to Mr. Rohrer and, by extension pursuant to Rule 1006(c)(1), to Big Bee Boats. 13. Denied. As set forth in Paragraphs 6 through 12, above, venue is proper in Cumberland County and, therefore, this action should not be removed to Perry County. WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' first Preliminary Objection to the Complaint. SECOND PRELIMINARY OBJECTION: PENDENCY OF A PRIOR ACTION PURSUANT TO PA. R.C.P. 1028(a)(6) 14. Paragraph 14 is an incorporation paragraph to which no response is necessary. 15. Admitted. 3 16. Denied as stated. While Westhafer did not discuss Cove Centre's appeal of the Perry County jury verdict, said appeal is not relevant to the claims that have been asserted against Mr. Rohrer and Big Bee Boats in the present action. 17. Denied as stated. A judgment has been rendered in the Perry County action, which has been appealed by both parties. However, this appeal should have no effect on the present action. By way of further response, Westhafer incorporates Pazagraphs 18 through 19, below, by reference as if fully set forth herein. 18. Denied. The fact that the Perry County action is still pending on appeal before the Superior Court does not prevent the present action from moving forwazd, i.e. the doctrine of lis pendens is not applicable to the present action. To that end, "[i]n order to find lis pendens a valid objection to the immediate entertainment or continuation of a suit, the objecting party must demonstrate to the court that in each case `the parties aze the same, and the rights asserted and the relief prayed for aze the same. "' Cardenas v. Schober, 783 A.2d 317, 327 (Pa. Super. 2001) (quoting Virginia Mansions Condominium Association v. Lampl, 380 Pa. Super. 452, 552 A.2d 275 (Pa. Super. 1988)). Defendants cannot make such a showing in the present action. First, and most importantly, the identity of the parties against whom Westhafer has brought claims aze not the same. Cove Centre was the party upon which Westhafer brought its cross-claim in the Perry County action; Mr. Rohrer and Big Bee Boats aze the parties that have been sued in the present action. Second, there is a distinction in the causes of action. In the Perry County action, Westhafer was proceeding against Cove Centre on a pure breach of contract claim. In the present action, Westhafer is proceeding against Mr. Rohrer and Big Bee Boats on a theory of piercing the corporate veil. See Complaint, ¶¶ 49-57. 4 19. Denied. For the reasons set forth in Pazagraph 18, the doctrine of lis pendens is not applicable to the present action. Furthermore, even if lis pendens were applicable, the proper remedy would be to stay this matter until the appeals in the Perry County action have been resolved, not to dismiss the present action. See Cardenas, 783 A.2d at 327 (holding that a proper remedy in response to a defense of lis pendens is a stay of the action until resolution of the prior litigation). Finally, Westhafer denies that it should have brought the present claims against Rohrer and Big Bee Boats in the Perry County action. It was not until Cove Centre/Mr. Rohrer began engaging in conduct - such as taking out two $1 million mortgages on its only real asset and threatening to declaze bankruptcy -following the judgment in the Perry County action that the need and opportunity to pierce the corporate veil of Cove Centre azose. WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' second Preliminary Objection to the Complaint. THIRD PRELIMINARY OBJECTION: FAILURE TO INCLUDE AN INDISPENSABLE PARTY PURSUANT TO PA. R.C.P. 1028(a)(5) 20. Pazagraph 20 is an incorporation paragraph to which no response is necessary. 21. Denied. The averments contained in Pazagraph 21 refer to the contents of Westhafer's Complaint which, as a written document, speaks for itself. Therefore, said averments are deemed denied. By way of further response, the allegations in the complaint that refer to Cove aze simply evidence supporting a finding that Mr. Rohrer and Big Bee aze personally liable. Defendants cannot cite to any case that supports its groundless azgument. In fact, there aze cases in which the corporate entity was not named as a party and where a principal was held liable under a piercing theory. See Pazagraph 27, below. 5 22. Denied as stated. Westhafer has not named Cove Centre as a defendant in this matter; however, Defendants' characterization that Westhafer has "failed" to do so is inaccurate as Cove Centre is not an indispensible parry to Westhafer's claims to pierce the corporate veil. 23. Denied. By way of further response, Westhafer incorporates Paragraphs 22 and 27, above, by reference as if fully set forth herein. 24. Denied as stated. A party is considered indispensable only "when its rights are so connected with the claims of the litigants that no decree can be made without impairing its rights, and it must be made a party to protect such rights." Grimme Combustion, Inc. v. Mergentime Corp., 406 Pa. Super. 620, 629, 595 A.2d 77, 81 (1991). Hence, "[i]f no redress is sought against a party, and its rights would not be prejudiced by any decision, in the case, it is not indispensable with respect to the litigation." Id. 25. Denied. Contrary to Defendants' assertions, Cove Centre has no interest in the present action. To that end, no judgment is being sought against Cove Centre in this action, and any judgment entered will have no effect on its rights or obligations. Rather, the present action involves Westhafer's request to pierce Cove Centre's corporate veil, holding Mr. Rohrer and Big Bee Boats liable for Cove Centre's previously determined obligations under its contract with Westhafer under the theory that the corporate form of Cove Centre was a sham, operating as the alter ego of Mr. Rohrer and as a single business enterprise with Big Bee Boats both before and after the judgment in the Perry County action. See Complaint, ¶¶ 15-40. As in all actions to pierce the corporate veil, it is the rights and obligations of those individuals or entities "behind the veil" (i.e., Mr. Rohrer and Big Bee Boats) which are at stake, not the corporate entity whose veil is being pierced. See The Village, 371 Pa. Super. at 460-61, 538 A.2d at 532 (noting that "[p]iercing the corporate veil is a means of assessing liability for the acts of a corporation against 6 an equity holder in the corporation."); Wicks v. Milzoco Builders, Inc., 503 Pa. 614, 621, 470 A.2d 86, 89-90 (1983) (stating that "[w]here the court pierces the corporate veil, the owner is liable because the corporation is not a bona fide independent entity; therefore, its acts aze truly his."). 26. Denied as stated. Certainly, the judgment in the Perry County action forms a basis for the present suit, as Westhafer is attempting to recover this judgment -entered against Cove Centre -from Mr. Rohrer and Big Bee Boats. However, the reason for the present action is not that a judgment was entered against Cove Centre in the Perry County action, but rather that the corporate form of Cove Centre is a sham and mere facade for the operations of Mr. Rohrer and Big Bee Boats, asdemonstrated - in part - by the significant efforts made by Cove Centre/Mr. Rohrer to frustrate any attempt by Westhafer to execute on the judgment in the Perry County action, thus necessitating an action to pierce the corporate veil and impose liability directly on Mr. Rohrer and Big Bee Boats. See Complaint, ¶¶ 15-40. 27. Denied. As set forth in Paragraphs 22 through 26, above -which aze hereby incorporated by reference as if fully set forth herein -Cove Centre is not an indispensable party as no judgment is being sought against it and, thus, none of its rights or obligations will be affected by a judgment in this action. Rather, Mr. Rohrer and Big Bee Boats aze the indispensable parties, both of which have been properly named as defendants. Thus, this Court properly has jurisdiction to heaz this dispute. See generally Fletcher-Harlee Corporation v. Szymanski, 936 A.2d 87 (Pa. Super. 2007) (where the corporate entity whose veil was being pierced was not named as a party to the action, yet the court still had jurisdiction to, and in fact did, pierce the corporate veil). 7 28. Denied. As set forth in Pazagraphs 22 through 27, above -which aze hereby incorporated by reference as if fully set forth herein - Westhafer did not name Cove Centre as a defendant because Cove Centre is not an indispensable pazty to this dispute. Considerations of venue had not role in this decision. Furthermore, as set forth in Pazagraphs 6 through 13, above -which aze hereby incorporated by reference as if fully set forth herein -venue would still be proper in Cumberland County even if Cove Centre was named as a defendant. WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' third Preliminazy Objection to the Complaint. FOURTH PRELIMIANRY OBJECTION: FAILURE TO EXHAST STATUTORY REMEDY PURSUANT TO PA. RC.P.1028(a)(7)/FULL, COMPLETE AND ADEQUATE REMEDY AT LAW PRRSUANT TO PA. R.C.P. 1028(a)(8) 29. Paragraph 29 is an incorporation pazagraph to which no response is necessary. 30. Denied. Westhafer has attempted to collect on the judgment against Cove Centre; however, said efforts have been frustrated by Cove Centre's request for a stay of execution in the Perry County action. However, even if it did not, that is wholly irrelevant, and Westhafer is under no obligation to execute upon Cove Centre property as a condition precedent to instituting a sepazate action against Mr. Rohrer and Big Bee. Furthermore, Cove Centre has engaged in conduct, including but not limited to placing two $1 million mortgages against its property, in an attempt fiustrate any attempts Westhafer would make, had a stay of execution not been entered, to execute on the judgment. See, e.g., Complaint, ¶¶ 15-18. Finally, Mr. Rohrer and Big Bee Boats aze sepazate defendants upon whom a judgment can be rendered against and collected upon if the elements of piercing the corporate veil aze met. 31. Denied. By way of further response, Westhafer incorporates Pazagraph 30, above, by reference as if fully set forth herein. 8 WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' fourth Preliminary Objection to the Complaint. FIFTH PRELIMIANRY OBJECTION: DEMURRER PURSUANT TO PA. RC.P. 1028(a)(4) 32. Pazagraph 32 is an incorporation pazagraph to which no response is necessary. 33. Denied as stated. Westhafer has asserted claims for breach of contract against Mr. Rohrer and Big Bee Boats, alleging -under the theory that the corporate form of Cove Centre was a sham and was operating as the alter ego of Mr. Rohrer and as a single business enterprise with Big Bee Boats -that the equities require Cove Centre's corporate veil to be pierced, thus holding Mr. Rohrer and Big Bee Boats liable for Cove Centre's previously determined breach of its contract with Westhafer. 34. Denied. The averments contained in Paragraph 34 constitute conclusions of law to which no response is necessary and, therefore, said averments are deemed denied. By way of further response, although piercing the corporate veil is to be applied with great caution, the courts will clearly do so when equity requires such action. Specifically, the courts have stated: The legal fiction that a corporation is a legal entity sepazate and distinct from its shareholders was designed to serve convenience and justice, ... and will be disregarded whenever justice or public policy require and where rights of innocent parties aze not prejudiced nor the theory of the corporate entity rendered useless .... We have said that whenever one in control of a corporation uses that control, or uses the corporate assets, to further his or her own personal interests, the fiction of the sepazate corporate identity may properly be disregarded. The Village, 371 Pa. Super. at 461, 538 A.2d at 532-33 (quoting Ashley v. Ashley, 482 Pa. 228, 237, 393 A.2d 637, 641 (1978)). 35. Denied. In fact, the exact opposite is true. If the corporate veil of Cove Centre is pierced, Mr. Rohrer and Big Bee Boats would be held liable for the judgment that was entered on the breach of contract action, as the acts of Cove Centre would actually be deemed to be the acts 9 of Mr. Rohrer and Big Bee Boats themselves. Wicks, 503 Pa. at 621, 470 A.2d at 89-90; see also Fletcher-Harlee, 936 A.2d 87 (holding that the sole shazeholder, director and officer of a corporation was himself liable for the contractual obligations of his corporation, including a judgment for breach of those obligations, upon a finding that the corporate veil of the corporation should be pierced). 36. Denied. The averments contained in Pazagraph 36 constitute conclusions of law to which no response is necessary and, therefore, said averments are deemed denied. By way of further response, the elements for breach of contract need not be pled in this action. The issue in this action is whether Cove Centre's corporate veil should be pierced. If the corporate veil is pierced, Mr. Rohrer and Big Bee Boats will automatically be held liable for Cove Centre's breach of its contract with Westhafer, as the actions of Cove Centre will be deemed to be their actions as well. See Pazagraph 35, supra. Importantly, there is no need to prove the elements of breach of contract against Mr. Rohrer and Big Bee Boats. See generally Fletcher-Harlee, 936 A.2d 87 (holding, after finding that the corporate veil should be pierced, that the sole shazeholder, director and officer of the corporation was automatically liable for the acts and liabilities of the corporation). 37. Denied. Byway of further response, Westhafer incorporates Pazagraphs 33 through 36, above, by reference as if fully set forth herein. WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' fifth Preliminazy Objection to the Complaint. SIXTH PRELIMINARY OBJECTION: INSUFFICIENT SPECIFICITY PURSUANT TO PA. R.C.P. 1028(a)(3) 38. Pazagraph 38 is an incorporation pazagraph to which no response is necessary. 10 39. Denied as stated. Specifically, Rule of Civil Procedure 1019(a) states: "The material facts on which a cause of action or defense is based shall be stated in a concise and summary form." Pa. R.C.P. 1019(a). 40. Denied as stated. The purpose behind Rule 1019(a) is to require a party "to aver facts essential to support each claim so that an opposing party might be given an opportunity to answer and to defend." Medina v. The Milton S. Hershey Medical Center, 4 Pa. D. & C.S~' 526, 530 (Dauphin Co. 2008). In other words, Rule 1019(a) requires that "[a] complaint must give the defendants fair notice of the plaintiff's claims and a summary of the material facts that support those claims." Yacoub v: Lehigh Valley Medical Associates, P. C., 805 A.2d 579, 588 (Pa. Super. 2002). 41. Denied as stated. It is admitted that Connor v. Allegheny General Hospital, 501 Pa. 306, 461 A.2d 600 (Pa. 1983), provides that a defendant may request, by way of preliminary objections, that a court strike a factually insufficient statement or obtain a rule for a more sufficient statement. Id. at 311 n.3, 461 A.2d at 603 n.3. However, the Connor decision must be considered in conjunction with the principle that a complaint must be read and considered as a whole document, not paragraph by paragraph, in determining whether it is sufficiently specific. Yacoub, 805 A.2d at 589. Specifically, the Superior Court has stated: [I]t is not enough to .focus upon one portion of the complaint. Rather, in determining whether a particular paragraph in a complaint has been stated with the necessary specificity, such paragraph must be read in context with all other allegations in that complaint. Only then can the court determine whether the defendant has been put upon adequate notice of the claim against which he must defend. Id. 42. Denied. Defendants have attempted to pick out and read various allegations, or in some cases portions of allegations, in an attempt to support an argument of insufficient 11 specificity. However, when these allegations are read in conjunction with the remainder of the allegations in the Complaint, as is required under Yacoub, it becomes clear that Defendants' objections are without merit. For example, in Paragraph 24, Defendants claim that the words "other entities" are insufficient despite the fact that these "other entities" are elaborated upon a mere two words later in the sentence by stating "including the funds of Cove," not to mention the further specification contained in Paragraphs 30, 34-37, and 39-40. Similarly, the disregard of corporate formalities alleged in Paragraph 27 are expanded upon, for example, in Paragraphs 23, 26, 30 and 34 (concerning the intermingling of funds, business and personal affairs and property between Mr. Rohrer, Cove Centre and Big Bee Boats), as well as Paragraphs 31 and 33 (concerning the identity of registered offices, office space, and telephone numbers for Cove Centre and Big Bee Boats). The allegations in Paragraph 30 concerning the intermingling of affairs between Cove Centre and Big Bee Boats, while sufficient in-and-of-themselves, are further elaborated upon in Paragraphs 22, 26 and 35. Finally, the "obligations" alleged in Paragraphs 50-53 and 56 that Defendants are confused about is the judgment from the Perry County action discussed in Paragraphs 12-14. 43. Denied. By way of further response, Westhafer incorporates Paragraph 42, above, by reference as if fully set forth herein. Notably, the purpose of the Connor decision is to prevent defendants from being unfairly surprised with new theories of liability at the time of trial. See Connor, 501 Pa. 310-11, 461 A.2d 602-3. Clearly, if Defendants read Westhafer's Complaint as a whole, rather than attempting to isolate and nitpick individual allegations, Defendants will not be surprised at the theories being pursued against them. 44. Admitted. 45. Admitted. 12 46. Denied. Once again, a reading of the Complaint as a whole clearly sets forth the fraudulent conduct in which the Defendants engaged. For example, there is the filing of two $1 million mortgages against the Cove Centre property immediately following the verdict in the Perry County action in an attempt to frustrate Westhafer's ability to execute on the judgment. See Complaint, ¶¶ 15-18. There is also Mr. Rohrer's siphoning of money from Cove Centre in an attempt to frustrate enforcement of the judgment. See Complaint, ¶ 25. Finally, there is the fact that Mr. Rohrer held Cove Centre out as a legitimate corporation with which Westhafer could, and did, engage in contractual dealings, when - in reality -Cove Centre was just a sham, being used for his and Big Bee Boats' own personal and business affairs. See, e.g., Complaint, ¶¶ 22-23, 34-37. WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' sixth Preliminary Objection to the Complaint. SEVENTH PRELIMINARY OBJECTION: INCLUSION OF SCANDALOUS AND IMPERTINENT MATTER PURSUANT TO PA. R.C.P. 1028(a)(2) 47. Paragraph 47 is an incorporation paragraph to which no response is necessary. 48. Denied. The averments contained in Paragraph 48 refer to the contents of Westhafer's Complaint which, as a written document, speaks for itself. Therefore, said averments are deemed denied. Westhafer specifically denies that the allegations set forth in Paragraphs 41 through 48 are unfounded. 49. Denied. The allegations of Mr. Rohrer's jury tampering are directly relevant to the issue of whether Cove Centre's corporate veil should be pierced. Specifically, Mr. Rohrer's attempts to tamper with the jury during the Perry County trial are evidence of the extent to which Mr. Rohrer's personal and financial affairs were entangled with those of Cove Centre. See Pa. R.E. 402 (defining relevancy as "having any tendency to make the existence of any fact that is of 13 consequence to the determination of the action more probable or less probable than it would be without the evidence."); Fletcher-Harlee, 936 A.2d at 95 (holding that one of the factors in determining whether the corporate veil should be pierced is the extent of intermingling of corporate and personal affairs). To that end, one can infer from Mr. Rohrer's conduct that Mr. Rohrer had a great deal at stake in the outcome of the Perry County case, more so than an individual would have had who had not been intermingling personal funds and funds from other corporate entities with Cove Centre. 50. Denied. Byway of further response, Westhafer incorporates Pazagraph 49, above, by reference as if fully set forth herein. 51. Denied: The averments contained in Paragraph 51 constitute conclusions of law to which no response is necessary and, therefore, said averments are deemed denied. By way of further response, the allegations in Paragraphs 41 through 48 of the Complaint do not contain scandalous or impertinent matters because, as set forth above, said allegations are directly relevant to one of the factors to be considered with regazd to whether Cove Centre's corporate veil should be pierced. 52. Denied. By way of further response, Westhafer incorporates Paragraph 49, above, by reference as if fully set forth herein. 53. Denied. By way of further response, Westhafer incorporates Pazagraph 49, above, by reference as if fully set forth herein. WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' seventh Preliminary Objection to the Complaint. EIGHTH PRELIMINARY OBJECTION: FAILURE TO CONFORM TO LAW OR RULE OF COURT PURSUANT TO PA. R.C.P. 1028(a)(2) 54. Pazagraph 54 is an incorporation paragraph to which no response is necessary. 14 55. Denied as stated. The averments contained in Paragraph 55 refer to the contents of Westhafer's Complaint which, as a written document, speaks for itself. By way of further response, Westhafer has asserted claims for breach of contract against Mr. Rohrer and Big Bee Boats, alleging -under the theory that the corporate form of Cove Centre was a sham and was operating as the alter ego of Mr. Rohrer and as a single business enterprise with Big Bee Boats - that the equities require Cove Centre's corporate veil to be pierced, thus holding Mr. Rohrer and Big Bee Boats liable for Cove Centre's previously determined breach of its contract with Westhafer. 56. Denied as stated. The averments contained in Paragraph 56 refer to the contents of Westhafer's Complaint which, as a written document, speaks for itself. By way of further response, Westhafer incorporates Paragraph 55, above, by reference as if fully set forth herein. 57. Denied as stated. Westhafer has not attached a copy of the construction contract to its Complaint, nor was it required to do so. Once again, the claims in the Complaint, although titled breach of contract actions, are actually claims to pierce Cove Centre's corporate veil. If the corporate veil is pierced, Mr. Rohrer and Big Bee Boats will automatically be held liable for Cove Centre's breach of its contract with Westhafer, as the actions of Cove Centre will be deemed to be their actions as well. See Wicks, 503 Pa. at 621, 470 A.2d at 89-90. There will be no need to prove the elements of breach of contract against Mr. Rohrer and Big Bee Boats. See generally Fletcher-Harlee, 936 A.2d 87. Therefore, attaching the construction contract to the Complaint was unnecessary, as the present action is not truly an action for breach of contract on which the liability of the Defendants will be based upon the construction contract. 58. Denied as stated. Westhafer has not attached a copy of the jury award, verdict or judgment index from Perry County, nor is it required to do so. Pursuant to Rule 1019(e), it is 15 sufficient to plead the judgment, which Westhafer has done in Paragraphs 12 through 14 of the Complaint. See Pa. R.C.P. 1019(e). 59. Admitted. 60. Admitted. 61. Denied. By way of further response, Westhafer incorporates Paragraph 55 through 57, above, by reference as if fully set forth herein. WHEREFORE, Westhafer respectfully requests that this Court deny Defendants' seventh Preliminary Objection to the Complaint. Respectfully submitted, WOOLFORD LAW, P.C. Date: August 6, 2010 gy; Timothy J. Woo •d Attorney I.D. .78941 Bradley N. prout Attorney I.D. No. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: (717) 290-1190 F: (717) 290-1196 16 CERTIFICATE OF SERVICE I, Bradley N. Sprout, an attorney with Woolford Law, P.C., certify that on this date, I served a true and correct copy of Westhafer Construction, Inc.'s Response to the Preliminary Objections of Randolph W. Rohrer and Big Bee Boats, Ltd., upon the party, by depositing the same in the United States mail, postage prepaid, addressed as follows: John J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street P.O. Box 999 Harrisburg, PA 17108-0999 Bradley N. Sp Date: August 6, 2010 17 WOOLFORD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney I.D. No. 78941 By: Bradley N. Sprout, Esquire Attorney LD. No. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: 717-290-1 l 90 F:717-290-1196 WESTHAFER CONSTRUCTION, INC Plaintiff v. RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD. ._ ~ .~, •~ tt.-,. ,.. ^ , {{r,~ i.'~.. , .. ,. ~_ ~ t, t i.. r. 1 ~'' ~ Ci~Ui~ °' y r i u~ r 'f 4- e t ,`~'L.~~r~Cs.~~: . ~. ~,:- Attorney for Plaintiff Westhafer Construction, Inc. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA CIVIL TERM NO. 10-4363 CIVIL Defendants JURY TRIAL DEMANDED PLAINTIFF WESTHAFER CONSTRUCTION INC.'S MOTION TO OVERRULE DEFENDANTS' OBJECTIONS TO SUBPOENA Westhafer Construction, Inc. ("Plaintiff' or "Westhafer"), by and through its counsel, Woolford Law, P.C., hereby submits the present Motion to Overrule Defendants' Objections to Subpoenas and, in support thereof, states as follows: The present breach of contract action, asserted under a theory of piercing the corporate veil, arises from a construction dispute related to the construction of a 12,000 square foot shopping center known as the Cove Centre ("Cove Centre Project"), which is owned by Cove Centre, Inc. ("Cove"), a Pennsylvania business corporation. 2. By way of brief background, in 2003 Cove and Westhafer entered into a construction contract pursuant to which Westhafer was to serve as the general contractor in the construction of the Cove Centre. Shortly after construction commenced, a dispute arose between Cove and Westhafer, resulting in the termination of Westhafer from the Project. 3. This dispute resulted in Cove filing a lawsuit in Perry County, which was captioned as Cove Centre, Inc. v. Westhafer Construction, Inc., Docket No. 2005-247 ("Perry County action"). Cove asserted claims for damages it alleged to have suffered after Westhafer was terminated from the Cove Centre Project, including additional costs incurred to hire another general contractor to complete the Cove Centre Project. Westhafer asserted a counterclaim, alleging Cove breached the construction contract by improperly terminating Westhafer. Westhafer claimed damages for the amount it was owed under the contract for work performed prior to the improper termination, plus contractual interest and statutory penalties. 4. In October 2009, the Perry County action was tried before the Honorable C. Joseph Rehkamp. The jury rejected all of Cove's claims and, furthermore, found Cove breached the construction contract, awarding Westhafer $91,513.78 in damages. The jury's verdict was converted to a judgment on February 18, 2010, after the trial court failed to rule on the parties' post-trial motions. ~ 5. Immediately following the verdict, Cove began to engage in a course of conduct which, upon information and belief, was intended to frustrate Westhafer's ability to collect on the verdict and judgment. 6. Specifically, approximately six (6) days following the jury's verdict, Cove refinanced the Cove Centre, the only asset which Cove possessed, by placing two (2} mortgages in the amount of $1 million each on the property. 7. Upon information and belief, this refinance paid off whatever balance existed on the prior mortgages (the prior mortgages totaled $1,440,000) with an amount in excess of $560,000 being disbursed to Cove. ' These post-trial motions are currently on appeal to the Superior Court, docket numbers 472 MDA 2010 and 562 MDA 2010. 2 Upon information and belief, Randolph Rohrer -the President of Cove and Big Bee Boats -spent the excess funds obtained from the Cove Centre refinance on personal matters, including personal entertainment, rather than setting aside sufficient funds to satisfy the verdict obtained by Westhafer. 9. Furthermore, based upon information and belief, Mr. Rohrer has comingled his own personal funds with the funds of his two businesses, Cove and Big Bee Boats. Not only has Mr. Rohrer used personal funds and funds from Big Bee Boats to pay for the construction and other professional services related to the Cove Centre, but it is believed that he has also siphoned funds away from Cove in an attempt to avoid its liabilities to Westhafer. 10. Given the aforementioned conduct by Cove, on 3uly 2, 2010, Westhafer filed the present action against Mr. Rohrer and Big Bee Boats for breach of contract. 11. Specifically, Westhafer has alleged that the corporate veil of Cove and Big Bee Boats should be pierced so as to hold Mr. Rohrer and Big Bee Boats liable for the $91,513.78 judgment against Cove, as Cove was operating as the alter ego of Mr. Rohrer and as a single business enterprise with Big Bee Boats. See generally Wicks v. Milzoco Builders, Inc., 503 Pa. 614, 470 A.2d 86 (1983); Fletcher-Harlee Corporation v. Szymanski, 936 A.2d 87 (Pa. Super. 2007). 12. Specifically, with regard to piercing an entity's corporate veil, the courts have stated: The legal fiction that a corporation is a legal entity separate and distinct from its shareholders was designed to serve convenience and justice, ... and will be disregarded whenever justice or public policy require and where rights of innocent parties are not prejudiced nor the theory of the corporate entity rendered useless .... We have said that whenever one in control of a corporation uses that control, or uses the corporate assets, to further his or her own personal interests, the fiction of the separate corporate identity may properly be disregarded. 3 The Village at Camelback Property Owners Assn, Inc. v. Carr, 371 Pa. Super. 452, 461, 538 A.2d 528, 532-33 (1988) (quoting Ashley v. Ashley, 482 Pa. 228, 237, 393 A.2d 637, 641 (1978)) (internal quotation marks omitted). 13. In determining whether a corporation's corporate veil should be pierced, the courts look to a number of factors, including, inter alia, undercapitalization, failure to adhere to corporate formalities, substantial intermingling of corporate and personal affairs, use of the corporate form to perpetuate a fraud, and use of the assets of the corporation by the dominant shareholder as if the assets were his own. Fletcher, 936 A.2d at 100-01. 14. To obtain relevant evidence in support of its theory of piercing the corporate veil, Westhafer -pursuant to Rule of Civil Procedure 4009.21 -served both Defendants with notices of intent to serve subpoenas on Susquehanna Bank, Members 1St Federal Credit Union, and Sovereign Bank. Copies of all three Notices of Intent to Serve, as well as the accompanying proposed subpoenas and supporting documentation, are attached hereto as Exhibits "A," "B," and "C," respectively. 15. Specifically, Susquehanna Bank, formerly Community Banks, is the possessor of at least one account of Big Bee Boats which was used to pay construction costs in connection with the Cove Centre, as well as one account of Cove. 16. Members 1St Federal Credit Union is the possessor of the two (2) mortgages that Cove placed on the Cove Centre immediately after the verdict was entered against it in Oetober 2009. 17. Sovereign Bank, formerly known as Waypoint Bank, is the possessor of at least one account of Mr. Rohrer which was used to pay construction costs in connection with the Cove Centre. 4 18. On or about July 21, 2010, Defendants raised numerous objections to the proposed subpoenas pursuant to Rule of Civil Procedure 4009.21(c). 19. Westhafer is filing the present Motion pursuant to Rule of Civil Procedure 4009.21(d), requesting that Defendants' objections be overruled and that Westhafer be permitted to serve the subpoenas on the respective financial institutions. 20. Rulings regarding the scope of appropriate discovery are uniquely within the scope of the trial court and, thus, will not be reversed absent an abuse of discretion. Rohm & Hass Co. v. Lin, 992 A.2d 132, 143 (Pa. Super. 2010). 21. Importantly, Rule of Civil Procedure 4003.1 defines the scope of permissible discovery rather broadly, stating as follows: [A] party may obtain discovery regarding any matter, not privileged, which is relevant to the subject matter involved in the pending action, whether it relates to the claim or defense of the party seeking discovery or to the claim or defense of any other party, including the existence, description, nature, content, custody, condition and location of any books, documents, or other tangible things and the identity and location of persons having knowledge of any discoverable matter. Pa. R.C.P. 4003.1(a). Even if the information sought would not be admissible at trial, the information is not beyond the scope of permissible discovery if the information is reasonably calculated to lead to the discovery of admissible evidence. Pa. R.C.P. 4003.1(b). 22. In determining whether a discovery request seeks information that is relevant to the subject matter involved in an action: The requirement of relevancy is to be interpreted liberally permitting discovery if there is any conceivable basis of relevancy. In determining the discoverability of particular matters, courts have always resolved relevancy problems with liberality and generosity in favor of the litigant seeking, in good faith, information essential to a just presentation of his case. Davis v. Starosta, 62 Pa. D. & C.4'h 76, 80 (Northampton Co. 2002) (internal citations and quotation marks omitted); see also Rohm & Hass Co., 992 A.2d at 143. 23. Westhafer's subpoenas directed to Susquehanna Bank, Members lst Federal Credit Union, and Sovereign Bank are all tailored to seek information from these financial institutions which is relevant to, or reasonably calculated to lead to the discovery of evidence relevant to, its efforts to pierce the corporate veil of Cove and hold Mr. Rohrer and Big Bee Boats responsible for Cove's breach of contract. Subpoena Directed to Susquehanna Bank 24. Defendants have objected to Westhafer's subpoena directed to Susquehanna Bank on several bases. First, Defendants object to the subpoena to the extent it requests documents from the financial accounts of Cove, which is not a named party in this suit. 25. The scope of the subpoena is not overly broad to the extent that it seeks documents relating to Cove's financial accounts. Although not a named party, the actions of Cove, and Mr. Rohrer's treatment of Cove as a corporate entity, are directly at issue. 26. Specifically, Westhafer has alleged in its Complaint that Mr. Rohrer treated Cove and Big Bee Boats as a single business entity, intermingling the funds of the two businesses and using funds from both businesses to pay for the Cove Centre. See Complaint, ~¶ 24, 26-27, 29- 31, 34-37. Westhafer has also alleged that Mr. Rohrer has siphoned funds from Cove in an attempt to frustrate any attempts by Westhafer to enforce its judgment. See Complaint, ¶~ 25, 40. 27. The documents requested by Westhafer -such as bank statements, deposit slips, checks, etc. -are relevant to issues such as whether Cove was undercapitalized, whether there was substantial intermingling of the funds of Cove and Big Bee Boats, and whether Mr. Rohrer was siphoning funds from Cove to Big Bee Boats. 6 28. These documents concerning Cove's financial accounts tell half of the story in this case. If Westhafer is unable to obtain such documents via subpoena, important relevant evidence -such as whether money was being siphoned away from Cove, whether Cove was undercapitalized, and whether Cove's funds were being intermingled with Mr. Rohrer's other business entities -will go undiscovered, severely prejudicing Westhafer's pursuit of its claims. 29. Defendants also object that the subpoena is overly broad in time and scope with regard to Big Bee Boats. Specifically, Defendants argue that the subpoena should be limited in scope to documents pertaining to the Cove Centre Project and in time to the period between when the contract for the Cove Centre Project was entered into and the conclusion of the Perry County action. 30. Westhafer's subpoena should not be limited in scope to transactions involving the Cove Centre Project, as other transactions demonstrating an intermingling of assets of Cove and Big Bee Boats would support piercing the corporate veil, regardless of the subject-matter of the transactions. 31. Similarly, Westhafer's subpoena should not be limited in time, as transactions occurring both before and after the Cove Centre Project, if they demonstrate an intermingling of assets of Cove and Big Bee Boats or a siphoning of funds from Cove, would support piercing the corporate veil. 32. Therefore, the Defendants' objections should be overruled, and Westhafer should be permitted to serve its subpoena on Susquehanna Bank in the form presented in it Notice of Intent to Serve. 7 Subpoena Directed to Members 1St Federal Credit Union 33. Defendants have objected to Westhafer's subpoena directed to Members lst on several bases. First, Defendants object to the discovery of Cove's financial accounts, arguing that Cove is not a party to this action. 34. The scope of the subpoena is not overly broad to the extent that it seeks documents relating to Cove's financial accounts. Although not a named party, the actions of Cove, and Mr. Rohrer's treatment of Cove as a corporate entity, are directly at issue. To that end, Westhafer hereby incorporates Paragraphs 26 through 28 of this Motion as if set forth fully herein. 35. Defendants further object to the subpoena because it requests the tax returns of Mr. Rohrer's wife, Amanda Rohrer. 36. The request for Mrs. Rohrer's tax returns seeks information that is relevant to, or is reasonably calculated to lead to the discovery of evidence relevant to, Westhafer's attempts to pierce Cove's corporate veil. Specifically, Mrs. Rohrer signed, as an owner of Cove, numerous documents relating to the two $1 million mortgages that were placed on the Cove Centre after the verdict in the Perry County action. See Mortgage Documents, attached hereto as Exhibit «D „ 37. As an admitted owner of Cove, as well as a signatory to the mortgage documents, it appears likely that Mrs. Rohrer was involved in the schemes to frustrate Westhafer's attempts to collect on the verdict, and subsequent judgment, received in the Perry County action. 38. Documents such as Mrs. Rohrer's tax returns are thus relevant - or at the very least may lead to the discovery of relevant evidence -because they may demonstrate the siphoning of funds from Cove to other entities or individuals. 8 39. Finally, Defendants object that the subpoena is overly broad in time and scope with regard to the financial accounts and documents of Mr. Rohrer. Specifically, Defendants argue that the subpoena should be limited in scope to documents pertaining to the Cove Centre Project and in time to the period between when the contract for the Cove Centre was entered into and the conclusion of the Perry County action. 40. Westhafer's subpoena should not be limited in scope to transactions involving the Cove Centre Project, as other transactions demonstrating Mr. Rohrer's intermingling of Cove's assets with his own assets or the assets of other businesses with which he is involved would support piercing the corporate veil, regardless of the subject-matter of the transaction. 41. Similarly, Westhafer's subpoena should not be limited in time, as transactions occurring both before and after the Cove Centre Project - if they demonstrate an intermingling of Mr. Rohrer's assets with Cove's assets, a use of Cove's assets as if they were his own, or a siphoning of funds from Cove -would support piercing the corporate veil. 42. Therefore, the Defendants' objections should be overruled, and Westhafer should be permitted to serve its subpoena on Members 1St Federal Credit Union in the form presented in it Notice of Intent to Serve. Subpoena Directed to Sovereign Bank 43. Defendants have objected to Westhafer's subpoena directed to Sovereign Bank on several bases. First, Defendants object to the discovery of the financial accounts of Mrs. Rohrer, arguing that she is not a party to this action. 44. However, as previously noted, Mrs. Rohrer signed numerous documents relating to the two $1 million mortgages that were placed on the Cove Centre after the verdict in the Perry County action. Thus, as an admitted owner of Cove, as well as a signatory to the mortgage 9 documents, it would appear that Mrs. Rohrer was involved in the schemes to frustrate Westhafer's attempts to collect on the verdict and subsequent judgment. 45. Furthermore, Mrs. Rohrer has previously signed mortgages as the Secretary of Cove (12/3/2003), Vice-President of Cove (11130/2007), and Secretary/Treasurer of Cove (9/5/2008). See Mortgage Documents of 12/3/2003, 11/30/2007, and 9/512008, attached hereto as Exhibit `B." Clearly, Mrs. Rohrer is not simply Mr. Rohrer's wife, but has played an intimate role in the operations of Cove for at least seven years. 46. Furthermore, as evidenced by the checks attached to the proposed subpoena, Mrs. Rohrer paid for construction costs relating to the Cove Centre out of personal accounts that she appears to have held jointly with her husband. 47. Therefore, Westhafer reasonably believes that documents from Mrs. Rohrer's financial accounts may contain relevant evidence, or may lead to the discovery of relevant evidence, on the issues of whether (and to where) money was being siphoned away from Cove, whether Cove was undercapitalized, and whether Cove's funds were being intermingled with her and Mr. Rohrer's personal assets. 48. Furthermore, Defendants object that the subpoena is overly broad in time and scope with regard to the financial accounts and documents of Mr. and Mrs. Rohrer. Specifically, Defendants argue that the subpoena should be limited in scope to documents pertaining to the Cove Centre Project and in time to the period between when the contract for the Cove Centre was entered into and the conclusion of the Perry County action. 49. Westhafer's subpoena should not be limited in scope to transactions involving the Cove Centre Project, as other transactions demonstrating Mr. and Mrs. Rohrer's intermingling of 10 Cove's assets with their own assets or the assets of other businesses with which they are involved would support piercing the corporate veil, regardless of the subject-matter of the transactions. 50. Similarly, Westhafer's subpoena should not be limited in time, as transactions occurring both before and after the Cove Centre Project - if they demonstrate an intermingling of Mr. and Mrs. Rohrer's assets with Cove's assets, a use of Cove's assets as if they were their own, or a siphoning of funds from Cove -would support piercing the corporate veil. 51. Therefore, the Defendants' objections should be overruled, and Westhafer should be permitted to serve its subpoena on Sovereign Bank in the form presented in it Notice of Intent to Serve. Certifications Pursuant to Local Rules 52. Pursuant to Local Rule 208.3(a)(2), Westhafer notes that no judge has previously ruled upon any other issues in this matter. 53. Pursuant to Local Rule 208.3(a)(9), Westhafer notes that -although it did not contact Defendants prior to filing the present Motion -Defendants clearly do not concur with the relief requested. To that end, it was Defendants who originally filed objections to Westhafer's subpoenas directed to Susquehanna Bank, Members 1St, and Sovereign Bank. Westhafer is requesting that these subpoenas be served as proposed, without modification. 11 WHEREFORE, Plaintiff Westhafer Construction, Inc. respectfully requests that this Court overrule Defendants' objections to the subpoenas directed to Susquehanna Bank, Members 1St Federal Credit Union and Sovereign Bank and permit the subpoenas to be served in the forms presented in Notices of Intent to Serve. Respectfully submitted, WOOLFORD LAW, P.C. By: Timothy J. olford Attorney .78941 Bradley N. Sprout Attorney I.D. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: 717-290-1190 F: 717-290-1196 Dated: September 22, 2010 12 WOOLFORD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney Y.D. 78942 Wheatland Place 942 Wheatland Avenue, Suite 402 Lancaster, PA 17603 WESTHAFER CONSTRUCTION, INC. 120 West Allen Street Mechanicsburg, PA 17055, Plaintiff, v. RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050, and BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020, Defendants. Attorneys for P[aini3fj,' Westhafer Construction, InG IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. CIVIL ACTION -LAW JURY TRIAL DEMANDED NOTICE OF INTENT TO SERVE TO: R.ANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA I7050 BIG BEE BOATS, LTD. 1617 State Raad Duncannon, PA 17020 YOU ARE HEREBY notified that Plaintiff, Westhafer Construction, Inc., intends to serve a subpoena identical to the one 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 counsel for serving party an objection to the subpoena. If no objection is made, the subpoena may be served. Dated: ~T.2/ ~ B WOOLFORD LAW, P.C. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Construction, Inc. Plaintiff File V S. Randolph W. Rohrer and Big Bee Boats, Ltd. Aefendant SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Susquehanna Bank, located at 1570 Manheim Pike, P.O. Box 3300, Lancaster, PA 17601-3300 (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: Please see attached. at Woolford Law, P.C, Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 17603. (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. )f 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: Timothy J. Woolford, Esquire ADDRESS: wooxa~dl,av,P.c. Wheatland Place, 941 Wheatland Ave., Suite 402 Laruaster, PA I7663 TELEPHONE: (~t~ 29a-]Igo SUPREME COURT ID # ~avai ATTORNEY FOR: Wcstbafer Consbuction, Ina SY THE COURT: Prothonotary, Civil Division Date: Seal of the Court Deputy Susquehanna Bank Subpoena Produce the following documents: All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and alI other records of and relating to any and ail accounts of Big Bee Boats, Ltd., specifically including, but not limited to Account #0146004343 at the institution formerly known as Community Banks and/or the account referenced on the copy of the check attached hereto as Exhibit "A" for the period of such accounts' inception to the present time (hereinafter, the "Big Bee Accounts"). 2. All documents that show, evidence, or reveal all deposits into the Big Bee Accounts. 3. All documents that show, evidence, or reveal all withdrawals and/or payments from the Big Bee Accounts. 4. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and relating to any and all accounts of Cove Centre, lnc., specifically including, but not limited to Account #0146004354 at an institution formerly known as Community Banks and/or for the account referenced on the copy of the check attached hereto as Exhibit "B" for the period of such accounts' inception to the present time (hereinafter, the "Cove Centre Accounts"). All documents that show, evidence, or reveal all deposits into the Cove Centre Accounts. 6. All documents that show, evidence, or reveal all withdrawals and/or payments from the Cove Centre Accounts. EXHIBIT A ~,,,-~'' r r ' ~' - s BiG BEE Bt)ATS LTD. Community Banks 0 D ~ 27 2 8 ifi17 STATE ROAD 6D-1041/313 DUNCANNON , PA i7Q20 DATE AMOLJNt 07/21/05 $2,300_00 PAY Two Thousand Three Hundred Dollars attd 00 Cents**~`**~`**** ~`**~`*****"`***"` ro~ °RA~ I N T E G ft A N D SERVICES , L L C. AUTHQRIZED SICyNAiUl~€ ': _ ar ~n~ ~1"yl~~~17 ~ .~ ~~'0 ~ 2 7 C8n' ~:O 3 L 3 L04 L 3~: O i~t~46004 34 3i~' EXHIBIT B v ~~ R R Q M !^1 ~...f W r O r r W R ~ .$ .~ W s~ A Q11106AYA @1'~ ~ O V ~~~~ 3 ~~~{ ro~~ 1~W"'~~j^~ ~• O " f `r 1 r `~`\ t ;r` . [ . ~~~ .~ a~~ ~- •~ ~ o ~}~"t ~ N t N WOOLFORD LAW, P.C. By: Timothy J. Woolford, l;sgnire Attorney I.D. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 NOTICE TO: Susquehanna Bank 15701V1anheim Pike P.O. Box 3300 Lancaster, PA 17601-3300 You are required to complete the following Certificate when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4U09.23 I, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July , 2010 have been provided. Date: Susquehanna Bank CERTIFICATE OF SERVICE I, Timothy J. Woolford, an attorney with Woolford Law, P.C., certify that on this date, I served a true and correct copy of the foregoing Natice of Intent to Serve to the Sheriff for personal service upon the following: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 --. Timo oolford Date: July 1, 2010 ~K~VIgIT 3 WOOLFORD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney I.D. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 WESTHAFER CONSTRUCTION, INC. i 20 West Allen Street Mechanicsburg, PA 17055, Plaintiff, v. R.ANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050, and BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020, Defendants. Attorneys for Plaintiff, Westliafer Construction, Inc. 1N THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, : PENNSYLVANIA No. CIVIL ACTION -LAW NRY TRIAL DEMANDED NOTICE OF INTENT TO SERVE TO: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 YOU ARE HEREBY notified that Plaintiff, Westhafer Construction, Inc., intends to serve a subpoena identical to the one attached to this Notice. Yau have twenty (20) days from the date listed below in which to file of record and serve upon the undersigned counsel for serving party an objection to the subpoena. If no objection is made, the subpoena may be served. WOOLFORD LAW, P.C. Dated: I .2i j1 f By: imo oolford COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Construction, Inc. Plaintiff File No. VS. Randolph W. Rohrer and Big Bee Boats, Ltd. Aefendant SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Members 1st Federal Credit 1Jnion, Attn: SmaII Business Lending, 50(!D Loaise Drive, Mechanicsburg, PA 17055 (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: Please see attached. at Woolford Law, P.C., Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 17603. (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certi$cate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonabie 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: j~T~; Timothy S. Woolford, Esquire ADDRESS'; Woo]fordI.aw,P.C. wt,eattaana Yta«, sa t wt~aaana Aye, s,ute aoz Lancaster, YA 27603 TELEPHONE: E~277 z9o-ueo SUPREME COURT ID # ~sva t ATTORNEY FOR westhafer Consavction, Inc. BY THE COURT: Prothonotary, Civil Division Date: Seal of the Court Deputy Members 1st Federal Credit Union DOCUMENTS REQUESTED 1. Any and all documents relating to any and all mortgages pertaining to Parcel Identification No. 210,134.02-029.000 with an address of 1609 State Road, Duncannon, PA 17020 (the "Property"), including, but not limited to, the following: (a) applications; (b) closing documents; (c) closing statements; (d) payoff information; (e) estoppel agreements; (f} subordination, non-disturbance and attornment agreements; (g) leases; (h} underwriting files; {i) credit reports; (j} financial statements; (k} tax returns of mortgagor, grantor and its officers, directors and shareholders, including Randolph W. Rohrer and Amanda S. Rohrer; (1) promissory notes; {m) documents reflecting security interests; and (n} property appraisals. 2. All hard copies, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all records of and relating to any and all accounts of Cove Centre, Inc. and/or Randolph W. Rohrer, for the period of such accounts' inception to the present time. 3. All documents that show, evidence or reveal all deposits into the account referenced in request no. Z, above. 4. All documents that show, evidence or reveal all withdrawals and/or payments from the account referenced in request no. 2, above. WOOLFORD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney I.D. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 NOTICE TO: Members 1~` Federal Credit Union Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 'You are required to complete the following Certificate when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 1, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July _, 2010 have been provided. Date; Members l ~ Federal Credit Union CERTIFICATE OF SERVICE T, Timothy J. Woolford, an attorney with Woolford Law, P.C., certify that on this date, I served a true and correct copy of the foregoing Notice of Intent to Serve to the Sheriff for personal service upon the following: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 othy J o for Date: July 1, 2010 ~iXI~IP~~~ wovL>toRD LAw, P.c. By: Timothy J. Woolford, Esquire Attorney LD. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 WESTHAFER CONSTRUCTION, INC. 120 West Allen Street Mechanicsburg, PA 17055, Plaintiff, v. RA.NDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050, and BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020, Defendants Attorneys for Plaintiff, R'esthafer Construction, InG IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA No. CIVIL ACTION -LAW JURY TRIAL DEMANDED NOTICE OF INTENT TO SERVE TO: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17450 BiG 8EE BOATS, LTD. 1617 State Road Duncannon, PA 17020 YOU ARE HEREBY notified that Plaintiff, Westhafer Construction, Inc., intends to serve a subpoena identical to the one attached to this Notice. You have twenty t20) days from the date listed below in which to file of record and serve upon the undersigned counsel for serving party an objection to the subpoena. If no objection is made, the subpoena may be served. WOOLFORD LAW, P.C. Dated: •~ ~ / y By: - Timoth oolford COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Construction, inc. Plaiatiff File No. V S. Randolph W. Rohrer and Big Bee Boats, Ltd. pefendarrt , SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Sovereign Bank, located at Penn Square Center, 601 Penn Street, Reading, PA 19601 (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: Please see attached. at Woolford Law, P.C, Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 17603. (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 {ZO) 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~l~; Titoothy J. Wootford, Esquire ADDRESS: w~fordi,~,P.c. Wheatland Place, 94 L Whea4aad Ave., Suite 402 Laacastec, PA 37603 TELEPHONE: {7l7) 29o-uvo SUPREME COURT ID # 7P942 ATTORNEY FOR: westhafes eonstn,etion, rnG I3Y THE COURT: Date: Seal of the Court Prothonotary, Civil Division Deputy Sovereign Bank Subpoena Produce the following documents: 1. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and zelating to any and all accounts of Amanda S. Rohrer and Randolph W. Rohrer, specifically including, but not limited to Account #'s 1600010492 and 0107064388 at the institution formerly known as Waypoint Bank and/or the accounts listed on the copies of the checks attached hereto as Exhibit "A" for the period of such accounts' inception to the present time (hereinafter, the "Rohrer Accounts"). 2. All documents that show, evidence, or reveal all deposits into the Rohrer Accounts. 3. All documents that show, evidence, or reveal all withdrawals and/or payments from the Rohrer Accounts. EXHIBIT A ;~ ® - AMANDA S. ROHRF.A ~~ 1.7 2 3 RANpOi.~H W. ROHRER 1600016J92 74i01tRMFfRC3E WAY nwT~ ,~ •• MERI~tAN[CSBIlF[4. PA 17Q5d~ r -. ~ f ~ ~ ~.15o t~,oo PAY TOTFIE ~ ~-f ~ l //I f j ~~ v D~ ~P_.__~__---_ O ~y ~j~ ~~ DOLi.AItS L~ ~ w. g ~~mt ~ .~~ ~~:23L372387t.L6o00;044in• 3723 :~.~... ~''ti~Frsc~~v 'i'~"~ri~~~.. `~' ~.i~~,.r•~-: ~ '*'~Ai=~~k _~ sue. s,q.,,. ' , r t• ,::. 1 ter' . '-~~'.i"y: `Cate.' _ .;~. _ •%`'~<- ~i; :P.•°• i;~,,%~~ •~. VV '~S4Y-fr''.~':sn'lp~C~`;J v1!'•s,," : c ':_ `-."}=: si.~.'-.:,as~o..a• _. {; '". a ..,:..... - ~-: ~. . •-\~~ J S'• _~ •' '-~,1 i~4a.'C'::. `. t:•" a+.YSr$ac.~~`»~eFtS.,f.~4'r.PJ.'t'+•a. _ _ ; . .~`~.-'~".c•:. ~ '`p~ ~ t;.~~`~.~•>:~„~'~%, bra. ?'' '~;`s t;'.'. ,f''M~• a • t•• •'• •'t.• . .' ~~ WOOLFORD LAW, P.C. By: Timothy J_ Woolford, Esquire Attorney I.D. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17b03 NOTICE TO: Sovereign Bank Penn Square Center 601 Penn Street Reading, PA 19601 You are required to complete the following Certificate when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 I, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July _, 2010 have been provided. Date: Sovereign Bank CERTIFICATE OF SERVICE I, Timothy J. Woolford, an attorney with Woolford Law, P.C., certify that on this date, I transmitted a true and correct copy of the foregoing Notice of Intent to Serve to the Sheriff for personal service upon the following: RANDOLPH W. ROHRER 1410 Armitage Way Mechanicsburg, PA 17050 BIG BEE BOATS, LTD. 1617 State Road Duncannon, PA 17020 Date: July 1, 2010 ~XI~~~IT D WENDY M. WELFLEY PERRY COUNTY RECORDER OF DEEDS 2 East Main Street New Bloomfield, Pennsylvania 17068 (717) 582-2131 Recorded On 10/22/2009 At 8:19:43 AM * Instrument Type -MORTGAGE Invoice Number - 84232 * Mortgagor -COVE CENTRE INC Mortgagee -MEMBERS 1ST FEDERAL CR UN * Customer - STEPHEN C NUDEL ESQUIRE * FEES STATE TifRIT TA7C $0.50 JCS/ACCESS TO 3USTICE $10.00 RECORDING FEES - $27.00 RECORDER OF DEEDS AFFORDABLE HOUSING $10.00 COUNTY ARCHIVES FEE $2.00 RECORDER'S ARCHIVES FEE $0.50 - TO COUNTY RECORDER IMPROVF.1dENT $2.50 FUND - TO OFFICE TOTAL PAID $52.50 Instrument Number: 200909045 * Total Pages - 12 This is a certification page DO NOT DETACH This page is now part of this legal document. * RETURN DOCUMENT TO: STEPHEN C NUDEL ESQUIRE 219 PINE STREET HARRISBURG, PA 17101 .=~;ri.. ji :. {: r~:r y.h ~r (~ ' ~ `- 1 New Bloomfield, PA 17068 z ~ `.,~ ~ f jJ : ^`¢ * -Information denoted by an asterisk may ~fYapp,~~gr,~og' the verification process and may not he reflected on this page. I hereby CERTIFY that this document is recorded in the Recorder of Deeds Office of Perry County, Pennsylvania. dIIWIIIIII11Nllll Parcel Identification Number: 210,134.02-029.000 RECORDATION REQUESTED BY: Msmbsrs 1st Federal Credit Union ATTN: Small Business Lending 5000 Louisa brine Mechanicsburg, PA 17056 WHEN RECORDED MAIL TO: Members 1st Federal Crodk Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 SEND TAX NOTICES TO: Members 1st Fede-sl Credit Urrion ATTN: Small Business Landing 5000 Louisa Drive Mechanicsbur PA 17055 FOR RECORDER'S USE ONLY MORTGAGE MAXIMUM LIEN. The unpaid principal balance of advances exclusive of interest and unpaid balances of advances and other extensions of credit, secured by the Mortgage made for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the mortgaged premises shall not exceed at any one time $1,000,000.00. Amount Secured Hereby: 51,000,000.00 THIS MORTGAGE dated ctober 20. 200 is made and executed between Cove Centre, Inc (referred to below as "Gr r"} and tubers 1st Federal Credit Union, whose address is ATTN: Small Business Lending, guise Drive. Mechanicsburg, PA 17055 {referred to below as 'Lender"}. GRANT OF MORTGAGE. For valuable consideration, Grarnor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the foflowing described real property, together with all existing or subsequernly erected or affixed buildings, improvements end fixtures; all sVeets, lanes, alleys, peasages, and ways; atl easements, rights of way, all liberties, privaeges, tenements, hereditaments, and appurtenances thereunto belonging or anywise made appurtenant hereafter, and the revenslons and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rights); and ell other rights, royalties, end profits relating to the real property, including without limitation atl minerals, oil, gas, geothermal end similar matters, {the "Real Property"} located In Perry County, Commonwealth of Pennsylvania: See Exhibit A, which is attached to this Mortgage and made a part of this Mortgage as if futfy set forth herein. The Real Property or its address is cammonfy known as 1609 State Road, Duncannon, PA 17020. The Real Property parcel identification number is 210.134.02-029.000. CROSS-COLLATERALIZATION. In add'ttion to the Note, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender, or arty one or more of them, as well as atl claims by Lande- against Grantor or arty one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect, determlrtad or undetermined, absolute MORTGAGE tContinuedl Pase 2 or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the abligatlon to repay such amounts may be or hereafter may become otherwise unenforceable. Grantor presently assigns to Lender all of Grantor's righ4 title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Coda security interest in the Personal Property and Rents. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURfTY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE {A) PAYMENT OF THE INDEBTEDNESS AND IB) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF 51,000,000.00. THE RELATED DOCUMENTS, AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Grantor shall pay to Lender ail amounts secured by this Mortgage as they become due and shall strictly perform all of Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor egress that Grantor's possession and use of the Propert}r shall be governed by the following provisions: Possession and Use. Urrtil Default, Grantor may (1) remain In poasessian and control of the Property; {Z) use, operate or manage the Property; and (3) collect the Rents from the Property. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance tlVith Envirorxnerrtal Laws. Granter represents end warrants to Lender That: I11 During the period of Grantor's ownership of the Property, [here has been no use, generation, rnanufecture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, ar reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a} any breach or violation of any Ertvlronrnental Laws, {b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or ic) any actual or threatened litigation or claims of any kind by any parson relating to such matters; and 131 Except as previously disclosed to and acknowledged by Lander In writing, (e} neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property: end (b) arty such activity shall be conducted in compliance with ell applicable federal, state, and local laws, regulations and ordinances, including wkhout limitation ell Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such inspections and tests, ai Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or teats made by Lender shall be for Lender's purposes only and shall not ba construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. Tha representations and warranties contained herein are based on Grantor's due diligence in Investigating the Property for Hazardous Substances. Grantor hereby (1I releases and waives any future clalms against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup ar other casts under any such laws; and (Z) agrees to indemnify, defend, and hold harmless Lender against any and all clalms, losses, liabrllties, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or es a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership• or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyence of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not Cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without 1'aniting the generality of the foregoing, Grantor will not remove, ar grant to any other party the right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel ar rock products without Lender's prior written consent. Removal of Improvernants. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lander may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of et least equal value. Lender's Riglrt to Enter. Lander and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's MORTGAGE (Continued) Page 3 compliance with the tem+s end conditions of this Mortgage. Compliance with 6overnmentd Requiremer~. Grantor shall promptly comply with ell laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans WIUt Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulat}an and withhold compliance during arty proceeding, including appropriate appeals, so long es Grantor has notified Lender in writing prior to doing so and so long aa, in Lender's sole opinion, Lender's Interests in the Property are not jeopardized. Lender may require Grantor to post adequate security ar a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees Walther to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect end preserve the Property. DUE ON SALE - CdNSENT BY LENDER. Lender may, at Lender's option, declare immediately due and payable all sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any Interest In the Real Property. A 'sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, Land contract, contract for deed, leasehold interest with a term greater then three (3) years, leaseoption contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. However, this option shall not be exercised by Lender if such exercise is prohibited by Federal law or by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Mortgage: Payment. Grantor shall pay when due [and in all events prior to delinquency) all texas, payroL taxes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when duo all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of arty liens having priority over or equal to the interest of Lender under this Mortgage, except inr those Ilens specifically agreed to in writing try Lander, and except for the lien of texas and assessments not due es further specified in the Right to Contest paragraph. Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed es a result of nonpayment, Grantor shall within fifteen (151 days after the lien arises or, ff a lien is filed, within fifteen [15} days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any coats and reasonable attorneys' fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Grantor sha[I name Lender ae an additional obligee under any surety band furnished in the contest proceedings. Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. Notka of Construction. Grantor shell notify Lender et least fifteen (151 days before any work is commenced, any services ere furnished, or any materials are supplied to the Property, if any mechanic's Ilan, meterialmen's lien, or other Ilan could be asserted on account of the work, services, or materiels and the cost exceeds 55,000.00. Grantor wll upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property ere a part of this Mortgage: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general Lability insurance in such coverage amounts as Lender may request with Lender being named es additional insureds In such lial,ility insurance policies. Additionally, Grantor shall maintain such other insurance, including but not Lmited to hazard, business interruption and boiler insurance as Lender may require. Policies shall be written by such insurance companies end In such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of thirty (30) days' prior written notice to Lender and not containing any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include en endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the MURTGAGE {Cantinuedf Page 4 Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, ff available, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the max'unum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lendsr of any loss or damage to the Property if the estimated cast of repair ar replacement exceeds $5,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security ie impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lendsr elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lendsr_ Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grarrtor is not in default under this Mortgage. Any proceeds which have not bean disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lander under this Mortgage, then to pay accrued interest, end the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear. Grantor's Report on Insurance. Upon request of Lender, however not more then once a year, Grantor shalt furnish to Lander s report on each existing policy of insurance showing: (1) the name of the insurer, 12I the risks insured; 13) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; end 15) the expiration date of the policy. Grantor shall, upon request of Lander, have an Independent appraiser satisfactory to Lender determine the sash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is requaed to discharge or pay under this Mortgage or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all casts for Insuring, maintaining and preserving the Property. All such expenditures incurred ar paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness end, et Lender's option, will (A) be payable on demand; (B) be added to the balance of the Nate and be apportioned among and be payable with any installment payments to become due during either (1} the term of any applicable insurance policy; or (2} the remaining term of the Note; or IC) be treated as a balloon payment which wip be due and payable at the Note's maturity. The Mortgage also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. Grantor's obligation to Lender for alt such expenses shaft survive the entry of any mortgage foreclosure Judgment. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage: Tide. Grantor warrants that: fai Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Reai Property description or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, end (bl Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's lifts or the interest of Lender under this Mortgage, Grantor shell defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lander shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. CompQance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of RepraserKatians and Warranties. All representations, warranties, and agreemerrts made by Granter in this Mortgage shell survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's Indebtedness shall be paid in full. MORTGAGE {Continued] Page 5 CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. if any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such partlclpation. Application of Nst Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lander may at its election require that ell or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The following provisions relating to governmental taxes, fees and charges ate a part of this Mortgage: Current Taxes, Fags and Charges. Upon request by Lender, Grantor shall execute such documents in addtion to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property_ Grantor shall reimburse Lender for ell taxes, as described below, together with alt expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, end other charges for recording or registering this Mortgage. Taxs:. The following shall constitute taxes to which this section applies: I1) a specific tax upon this type of Mortgage or upon all or any part of the Indebtedness secured by this Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; (3) a tax on this type of Mortgage chargeable against the Lender or the holder of 1f~e Note; and (4) a specific tax an all or any portion of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shell have the same effect as Default, and Lender may exercise any or ell of its available remedies for Default as provided below unless Grantor either {1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interact. Upon request by Lander, Grantor shall take whatever action is requested by Lender to perfect end continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the PersonaE Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner end at a place reasonably convenient to Grantor and Lender end make it available to Lender within three 131 days after receipt of written demand from Lender to the extant permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor} and Lander (secured party! from which iniormatlon concerning the security interest granted by this Mortgage may be obtained (each as required by the Uniform Commercial Code} ere as stated on tf-e first page of this Mortgage. FURTHER ASSURANCES: ADDITIONAL AUTHORIZATIONS- The following provisions relating to further assurances end additional authorizations are a part of this Mortgage: Further Assurances. At any time, end from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, raffled, or rerecorded, as the case may be, et such times and in such offices and places as Lander may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreamanta, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, In the sole opinion of Lender, be necessary or desirable In order to effectuate, complete, pertact, continua, or preserve 11} Grantor's obligations under the Note, this Mortgage, and the Related Documents, and {2) the liens and security interests created by this Mortgage as first and prior Dens on the Property, whether now awned ar hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the MURTGAGE (Continued) Page 6 contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Additional Authoraationa. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for end in the name of Grantor and at Grantor's expense. Far such purposes, Grantor hereby irrevocably authorizes lender to make, execute, deliver, file, record and do all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shall require Lender to take any such actions. FULL PERFQRMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to Grantor a suitable satisfaction of this Mortgage and suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. Grantor will pay, if permitted by applicable few, any reasonable termination fee 9a determined by Lender from time to time_ DEFAULT. Default will occur if payment in full is not made immediately when due. RIGHTS AND REMEDIES ON DEFAULT. Upon Default and at any time thereafter, Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by applicable law, to declare the entire Indebtedness immediately due and payable. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor, to take possession of the Property and, with or without taking possession of the Property, to collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Endebtadness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the Hama of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lander in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either In person, by agent or through a receiver. Appoirrt Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, end to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the lndehtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Endebtedness by a substantial amount. Employment by Lender shalt trot disqualify a person from serving as a receiver. Judicial Foreckuure. Lender may obtain a judicial decree foreclosing Grantor's interest In all or any part of the Property. Possess'wn of tfte Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes and empowers any attomey of any court of record in the Commonwealth of Pennsylvania or elsewhere, as attorney for lender and all persons claiming under or through Lender, to sign en agreement for entering in any competent court an amicable action In ejectment for possession of the Property and to appear for and confess judgment against Grantor, and against all persons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit, shall 6e a sufficient warrant; and thereupon a writ of possession may be issued forthwith, without any prior writ ar proceeding whatsoever. Nonjudic(al Sale. If permitted by applicable law, Lender may foreclose Grantor's interest in all or in any part of the Personal Property or the Real Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment for any deficiency remaining fn the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this seotlan_ Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold ae provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property end shall, at Lender's option, either ~1) pay a reasonable rental for the use of the Property, or (2( vacate the Property immediately upon the demand of Lender. other Remedies. Lender shall have all other rights end remedies provided in this Mortgage or the Note or available MORTGAGE (Continued) Page 7 at law or in equity. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lander shall be free to sell ai{ or any part of the Property together or separately, In one sale or by separate sales. Lender shall be entitled to bid at any public sale an atl or any portion of the Property. Noce of Salo. Lender shell give Grantor reasonable notice of the time end place of any public sale of the Personal Property or of the lima after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given et least ten (10} days before the time of the sale or disposition. Any sale of the Personal Property may ba made in conjunction with any sale of the Real Property. E]ection of Remedies. Naction by lender to pursue any remedy shalt not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to Ifrnlt or restrict the rights end remedies available to Lender following Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor andlor against any other ca-maker, guarantor, surety or endorser andlor to proceed against any other collateral directly or indirectly securing the Indebtedness. Attomey¢' Feas; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lander shall be entitled to recover such sum as the court may adjudge reasonable ea attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion era necessary at any time for the projection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without Ilmitation, however subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including reasonable attorneys' fees and expenses for bankruptcy proceedings tincluding efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports iincluding foreclosure reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NBTICES. Unless otherwise provided by applicable law, any notice required to be given under this Mortgage shall be given in writing, and shall be effective when actually delivered, when actually received by celafacsimile lunless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addressee shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which has priority over this Mortgage shall be sent to Lender's address, as shown Haar the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at a@ times of Grantor's current address. Unless otherwise provided by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions era a part of this Mortgage: Amendments. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing end signed by the party or parties sought to be charged or bound by the alteration or emondment_ Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shell furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shell mean all cash receipts from the Property less el! cash expenditures made in connection with the operation of the Property. Arbitration. Grantor and Lander agree that aN disputes, claims and controversies between them whether indltridual. joktt, or class in nature, arising from this Mortgage or otherwise, including without limitation contact and tort disputes, shill 6e arbitrated purauaM to the Rules of the American Arbitration Assoc'~on in affect at the tLrte the cle6n is filed, upon request of either party. No act to take or depose of any Property shall conathuta a waiver of this arbitration sgreanwnt or be prohibted by this srbftra8on agreement. This ineludas, without Gmitetion. obtaining irtjurtctive relief or a ternporsry resttakting order, invoking a power of sale under any deed of trust or mortgage; obtalnlrtg a writ of attachment or imposition of a reee"rver: or exercking arty rights rsleUng to personal property, including taking or disposing of such property with or without judicisl process pursuant to Article 9 of the Urtiform Commercial Code. Any disputes, claims, or corttrovansies concernirtg the lawfulness or reasottablensss of any sct, or exercise of any right, concerning sny Property, including any claim do rescind, reform, or otherwise MORTGAGE (Confinued) Page 8 modffy any agreement relating to the Property, shall also be arbitrated, provided however that no arbitrator shall haw the right or the power to enjoin or rsstroin any act of any party. Judgment upon any award rendered by any arbitrator may bs entered in any court having jurisdictlorr. Nothing in this Mortgage aha~ preclude any party from seeking equitable rsNef from s court of competent jurisdiction. The statute of limhations, estoppel, waiver, lathes. and similar doctrines which would otherwesa be sppicable in en action brought by a party shah be applicable irr arry arbitration proceeding, and the tanerrencemarrt of an arbitration proceeding shall bs deemed the commencement of sn action for these purposes. The Federal Arbitration Act shag apply to the construction, interpretation. and enforcement of this arbttration provisan. Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define The provisions of this Mortgage. Governing Law. This Mortgage wit be governed by federal law applicable to Lerxter and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania witiwut regard to its canfticts of law provisions. This Mortgage has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the Courts of Cumberland County, Commonwealth of Pennsylvania. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by lender. No delay or omission on the part of Lender In exercising any right shall operate es a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute s waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. 1Nhenever the consent of Lender ie required under this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severabllity. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable es to any circumstance, that finding shag not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid end enforceable. If the offending provision cannot be so modified, k shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceabl111y of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Mortgage, Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property et any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successor Interests. The terms of this Mortgage shag be binding upon Grantor, and upon Grantor's heirs, persona! representatives, successors, and assigns, end shall be enforceable by Lender and its successors and assigns. Time Is of the Essanca. Time is of the essence in the performance of this Mortgage. Waive Jury. AN parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require_ Words and terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means Cove Centre, Inc and includes all co-signers end co-makers signing the Note and all their successors and assigns. Defauk. The ward "Default' means the Dafauit set forth in this Mortgage in the section titled "Default'. Environmental Laws. The words "Environmental Laws" mean any and all state, federal and Ivcal statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. {"CERCLA"1, the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 {'SARA"1, the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 8901, et seq., or other applicable state or federal laws, rules, ar regulations adopted pursuant thereto. Grantor. The word "Grartor" means Cove Centre, Inc. MORTGAGE (Continued) Page 9 Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human heakh or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without Imitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Impwvements. The word "Improvements' means all existing end future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, edditione, replacements and other construction on the Real Property. Indebtedness. The word "indebtedness" means all principal, interest, and ether amounts, costs and expenses payable under the Note or Related Documents, together wkh all renewals of, extensions of, modifications of, consolidations of and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest on such amounts as provided In this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may ba indirectly secured by the Cross-Collateralizetion provision of this Mortgage. Lender. The word "Lender" means Members 1st Federal Credit Union, its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Note. The word "Note" means the promissory note dated Octaher 20, 2009, in the original principal 8n10Unt Of $1,000,000.00 from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations af, and substitutions far the promissory note or agreement. The maturity date of the Note is October 16, 2019. NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Property. The words "Personal Property" mean ail equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions far, any of such property; and together with all proceeds {including without limitation all insurance proceeds and refunds of premiumsi from any sale or other disposition of the Property. Property. The word 'Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, ae further described in this Mortgage. Related documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instrumerrts, agreements end documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND GRANTOR AGREES TO ITS TERMS_ THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: COVE CENTRE, INC MORTGAGE (Continued) Page 10 CERTIFICATE OF RESIDENCE . I hereby certrfy, that the precise address of the mortgagee, Msmbers 1st Federal Credit Unison, h rs as follows: ATTN: Small Business Lending, 5000 Louiss Drive, Machsnicsburg, PA 17055 ~ Attorn ge :for Mortgagee CG CORPORATE ACKNOVHLEDGMENI COMMONWEALTH OF Pi=NNSYLVANIA I SS COUNTY OF yp~Q~~•~1 On this, the e~ b-ti~ day of (~ C~tro~-T , 20 O ~ before me Q ~s~r~ - ,~ ,\•, ~ ,the undersigned Notary Public, personally appeared Randdph W- Rohrer. Owner of Cove Centre, Inc and Amanda S. Rohrer, Owner of Cove Cerrtrs, Inc, who acknowledged themselves to be the Owner of Cove Centre, Inc and Owner of Cave Centre, Inc, of a corporation, end that they es such Owner of Cove Centre, Inc end Owner of Cova Centrs, inc, tieing authorized to do so, executed the foregoing Instrument for the purposes therein contained by signing the name of the corporation by themselves as Owner of Cove Carrtre, Inc and Owner of Cove Centro, Inc. In wrtness whereof, 1 hereunto eat my hand end official sea COMMONWEALTH OF PENNSYLVANIA ` NOTARIAL SEAL JANICE L. MF.ADATH, Notary Public Notary Publi in and for the State of City of Harrisburg, Daupfiin Coanty My Commission Expires April 34, 2412 LASER PRO Lending, Ver. 5.46.00.004 Capr. Harland Financial Solutions, Inc. 1997, 2009. All filghts Freserveo. PA C:ICOMMERCIAL1CFItiLPL1G03.FC TR-2234 PR-6 EXHIBIT A ALL THAT CERTAIN lot or tract of land situate in Penn Township, Perry County, Commonwealth of Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a railroad spike on the southern legal right-of-way line of U.S. Route 11 & 15 (S.R. 0011) at the dividing line of land now or formerly of Mildred Ellenberger and the subject premises; thence by the southern legal right-of-way line of U.S. Route 11 & 15 South ~9 degrees 51 minutes 30 seconds East, 294.50 feet to a railroad spike; thence by land of James Doyle South 10 degrees 06 minutes 36 seconds West, 200.00 feet to an iron pin; thence by other lands of William A. Rohrer (Lot #1 of the hereinafter mentioned plan of recording), North 79 degrees 51 minutes 30 seconds West, 294.61 feet to an iron pin; thence by land now or formerly of Mildred Ellenberger North 10 degrees 08 minutes 30 seconds East, 200.00 feet to a railroad spike to the PLACE OF BEGINNING. CONTAINING 1.352 acres. BEING Lot #3 as shown on the Final Subdivision Plan for William A. Rohrer entitled Cove Center L.P. recorded in the Office of the Recorder of Deeds in Perry County, Pennsylvania, in Plan Book 51, Page 103, and assigned an instrument number of 200303789. THE ABOVE DESCRIBED premises is subject to a 4 foot wide strip of land located along the southern legal right-of-way of U.S. Route 11 & 15 offered for dedication to the Pennsylvania Department of Transportation for an additional right-of-way for the future construction of a right turn lane into the subject premises. BEING the same premises which William A. Rohrer and Colleen F. Rohrer, husband and wife, by deed dated August 19, 2003, and recorded September 10, 2003, in the Office of the Recorder of Deeds in and for Perry County, Pennsylvania, to Instrument No. 200311151, granted and conveyed unto Cove Centre, Inc. WENDY M. WELFLEY PERRY COUNTY RECORDER OF DEEDS 2 East Main Street New Bloomfield, Pennsylvania 17068 (717) 582-2131 Recorded On 10/22/2009 At 8:19:46 AM * Instrument Type -MORTGAGE Invoice Number -84232 * Mortgagor -COVE CENTRE INC * Mortgagee -MEMBERS 1ST FEDERAL CR UN * Customer - STEPHEN C NUDEL ESQUIRE * FEES STATE WRIT TAX $0.50 JCS/ACCESS TO JUSTICE $10.00 RECORDING FEES - $31.00 RECORDER OF DEEDS AFFORDABLE HOUSING $10.00 COUNTY ARCHIVES FEE $2.00 RECORDER'S ARCHIVES~FEE $0.50 - TO COUNTY RECORDER IMPROVEMENT F[]IdD - TO QEFICE TOTAL PAID Iastrument Number: 200909048 *-Tatal Pages -14 This is a certification page DO NOT DETACH This page is novY part of this legal document. $2.50 $56.50 * RETURN DOCUMENT TO- STEPHEN C NUDEL ESQUIRE 219 PINE STREET HARRISBURG, PA 17101 I hereby CERTIFY that this document is recorded in the Recorder of Deeds Office of Perry Connty, Pennsylvania. ~'`~ '~ . ., '~~:.{:11:111 =: (' _ ~y ~~ /• +4'.• yam. ~~. vl:. P.O.B 223 ~~;s. .:~:• .. Ec.'.= New Bloomfield,PA 17068 : ~,t`-~~~,~''~ ~1~ ~~ * -Information denoted by an asterisk may ~br+~~~~Hr'+ng~~~~ the verification process and may not be reflected on this page. ~iiM~uii~unA R... [0.... ~. w.l...{.I....YM.. Parcel Identification Number: 210,134.02-029.000 RECORDATI O N REQUESTED BY: Mamiwrs 1st Federal Credit Union A7TN: Small Business Landing 5000 Louise Drhre Mechanicsburg, PA 17055 WHEN RECORDED MAIL TO: Mamhers 7st Federal Credit Union ATTN: Small 8srsinsas Lendng 5000 Louiss Drive Mechanicsburg, PA 17055 SEND TAX NOTICES TO: Members 1st Federal Credit Unan ATTN: Small Business Lending 5800 Louise Drive Machanfubur PA 77055 FOR RECORDER'S USE ONLY OPEN -END MORTGAGE AND SECURITY AGREEMENT (This instrument is an open-end mortgage and secures future advances pursuant to 42 Pa. C.S. § § 8143 and 8144, Aci No. 126 of (9901 MAXIMUM LIEN. The unpaid principal balance of advances exclusive of interest and unpaid balances of advances and other extensions of credit, secured by tfie Mortgage made for the payment of taxes, assessments, maintenance charges, insurance premiums and costs incurred for the protection of the mortgaged premises shall not exceed at any one time S 7 ,000,000.00. Amount Secured Hereby: X1,000,000.00 THIS MORTGAGE dated ctober~ 2009, is made and executed between Cove Centre, Inc {referred to below as "Gr for°} an Members 1st Federal Credit Union, whose address is ATTN- Small Business Lendin O Louisa Drive, Mechanicsburg, PA 17055 (referred to below as "Lender"}. GRA17T OF MORTGAGE. For valuable consideration. Grantor grants, bargains, sells, conveys, assigns, transfers, releases, confirms and mortgages to Lender all of Grantor's right, title, and interest in and to the following described real property, together with ell existing or subsequently erected or affixed buildings, Improvements and fixtures; all streets, lanes, alleys, passages, and ways; all easements, rights of way, all liberties, priv~7eges, tenements, hereditaments, end appurtenances thereunto belonging or anywise made appurtenant hereafter, end the reversions and remainders with respect thereto; all water, water rights, watercourses and ditch rights (including stock in utilities with ditch or irrigation rightal; and all other rights, royalties, and profits relating to the real property, including without limitation alt minerals, oil, gas, geothermal and slmtlar matters, {the "Real Property }located in Perry County, Commonwealth of Pennsylvania: See Exhibit A, which is attached to this Mortgage and made a part of this Mortgage as 'rf fully set forth herein. The Real Property or its address is commonly known as 1609 State Road, Duncannon, PA 17U20. The Real Property parcel identificaRion number is 210.134.02-029.000. CROSS-COLLATERALIZATION. In addition to the Credit Agreement, this Mortgage secures all obligations, debts and MORTGAGE (Cantinuedt Page z liabilities, plus interest thereon, of either Grantor or Borrower to Lender, or any one or mare of them, as wall as all claims by Lender against Borrower and Grantor or any one or more of them, whether now existing or hereafter arising, whether related or unrelated to the purpose of the Credit Agreement, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor may be liable individually or jointly with others, whether obllgsted as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts mdy be or hereafter may become barred by arty statute of limltatione, and whether the obligation to repay such amounts may be or hereafter may become atherwisa unenforceable. REVOLVING LINE OF CREDIT. This Mortgage secures the Indebtedness including, without limtation, a revdving line of credit, which obligates Lender to make advances to Borrower unless 6orrawer fad to comply with atl the terms of the Credit Agreement. Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rente. THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A1 PAYMENT OF THE INDEBTEDNE55 AND {B) PERFORMANCE OF EACH OF GRANTOR'S AGREEMENTS AND OBLIGATIONS UNDER THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: GRANTOR'S WANERS. Grantor wolves all rights or defenses arising by reason of any "one action" or "anti-deficiency' law, or any other law which may prevent Lender from bringing any action against Grantor, including a claim for deficiency to the extent Lender is otherwise entitled to a claim for deficiency, before or after tender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (a) this Mortgage is executed at Borrower's request and not at the request of Lander; (b} Grantor has the full power, right, and authority to enter into this Mortgage end to hypothecate the Property; (c} the provisions of this Mortgage do not conflict with, or result in a default under any agreement or other instrument binding upon Grantor and do trot result in a violation of any law, regulation, court decree or order applicable to Granter; (d) Grantor has established adequate means of obtaining from Borrower an a continuing basis information about Borrower's flnancial condition; and iel Lender has made no representation to Grantor about Borrower (including without limitation the creditwarthlness of Borrower). PAYMENT AND PERFORMANCE. Except as otherwise provided in this Mortgage, Borrower and Grantor shall pay to Lender ell Indebtedness secured by this Mortgage as it becomes due, and borrower and Grantor shall strictly perform all Borrower's and Grantor's obligations under this Mortgage. POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower end Grantor agree that Borrower's and Grantor's possession and use of the Property shall be governed 6y the following provisions: Possession and Usa. Until the occurrence of an Event of Default, Grantor may (t I remain in possession and control of the Property; (2) use, operate or manage the Property; and !3} collect the Rents from the Property. Duty to Mefrrtnin. Grantor shall maintain the Properly in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance Wkh Environrrrerital Laws. Grantor represents and warrants to Lender that: !t} During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any peFSOn on, under, about or from the Property; [2l Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, Ia} any breach or violation of arty Environmental Laws, (h) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind 6y any person relating to such matters; and S3) Except es previously disclosed to and acknowledged by Lander in writing, (s) Walther Grantor nor any tenant, contractor, agent or other authorized user of the Property shell use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the Property; and (bI any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor eutharizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Mortgage. Any inspections or tests made by Lender shalt be for Lender's purposes only and shalt not be construed to create any responsbility or liability on the part of Lander to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1} releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and !z) agrees to indemnify, defend, end hold harmless Lender against any end all claims, losses, MORTGAGE {Continuedy Page 3 {iabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Mortgage or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Mortgage, including the obligation to indemnify end defend, shall survive the payment of the Indebtedness end the satisfaction and reconveyance of the lien of this Mortgage and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nulaance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Propertyr or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party the right to remove, any timber, minerals tincluding oil and gas{, coal, clay, scoria, soil, gravel or rock products without Lender's prior wrrtten consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property wfthout Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of et least equal value. Lender's Right to Enter. lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests end to inspect the Resl Property for purposes of Grantor's compliance with the terms and conditions of this Mortgage. Compliance witlr Governmerttat Requiremerrts. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter In effect, of alt governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disahllftles Act. Grantor may contest in good fahh any such Saw, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so tong as Grantor has notified Lender in writing prior to doing so and so long as, in lender's sole opinion, Lender's interests in tfie Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property ere reasonably necessary to protect and preserve the Property. DUE ON SALE - CONSENT t3Y LENDER. Lander may, at Lender's option, declare Immediately due and payable alt sums secured by this Mortgage upon the sale or transfer, without Lender's prior written consent, of alt or any part of the Real Property, or any interest in the Real Property. A "sale or transfer" means the conveyance of Real Property or any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three t3) Years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest In or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. However, this option shag not be exercised by Lender if such exercise is Rrohibited 6y federal law ar by Pennsylvania law. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of tfiis Mortgage: Payment. Grantor shat! pay when due land in all events prior to delinquency) all taxes, payroll fazes, special taxes, assessments, water charges and sewer service charges levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of any liens having priority over or equal to the interest of Lender under this Mortgage, except for the Existing Indebtedness referred to in this Mortgage or those liens specifically agreed to in writing by Lender, and except for [fie lien of taxes and assessments not due as further specified in the Right to Contest paragraph. Right to Corrtast_ Grantor may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so Fong as Lender's interest in the Property is not jeopardized. tf a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen t15) days after the lien arises or, if a lien is filed, within fifteen (15) days after Grantor has notice of the filing, secure the discharge of the Ilan, or if requested by Lender, deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and reasonable attorneys' fees, or other charges that could accrue as a result of a foreclosure or safe under the lien. In any contest, Grantor shall defend itself and Lender end shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional o6-igee under any surety bond furnished in the contest proceedings. Evidence of Paymerrt_ Grantor shall upon demand furnish to Lender satisfactory evidence of payment of the fazes or assessments end shall authorize the appropriate governmental official [o deliver to Lender at arty time a written statement of the taxes and assessments against the Property. MORTGAGE {Continued) Page 4 Notiic• of Construction. Grantor shell notify lender at least fifteen (151 days before any work is commenced, any aervicea are furnished, ar any materials are supplied to the Property, if any mechanic's lien, materielmen's lien, or other lien could be asserted on account of the work, services, or materials and the coat exceeds 55,000.00. Grantor will upon request of Lender furnish to Lender advance assurances satisfactory to Lander that Grantor can and will pay the cost of such improvements. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage: Maintenance of Insurance. Grantor shalt procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited iv hazard, business interruption and boiler insurance as Lander may require. Policies shall ba written by such Insurance companies and in such form as may be reasonably acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each insurer containing a stipulation that coverage will not be cancelled or diminished without a minimum of thirty 130) days' prior written notice to Lender and not contalrting any disclaimer of the insurer's liability for failure to give such notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated 6y the Director of the federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain 1=ederal Flood Insurance, it available, for the maximum amount of Borrower's credit line and the full unpaid principal balance of any prior liens on the property securing t}te loan, up to the maximum policy limits set under the National Rood tnsurence Program, or as otherwise required by Lender, end to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds 55,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lerxler's election, receive and retain the proceeds of any insurance and apply the proceeds io the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. ff Lender elects to apply the proceeds to restoration end repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shah, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not fn default under this Mortgage. Any proceeds which have not bean disbursed within 1$0 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued Interest, and the remainder, it any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shell be paid to Grantor as Grantor's interests may appear. Compliance with Existing Indebtedness. During the period in which any Existing lndehtedness described below is In effect, compliance with the insurance provisions contained in the inst-ument evidencing such Existing Indebtedness shall constitute compliance with the insurance provisions under this Mortgage, to the extant compliance with the terms of this Mortgage would constitute a duplication of insurance requirement. It any proceeds from the insurance become payable on lass, the provisions in this Mortgage for division of proceeds shall apply only to that portion of the proceeds not payable to the holder of the Existing Indebtedness. Granrtor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shah furnish to Lander a report on each existing policy of insurance showing: I1) the name of the insurer; {2) the risks insured; (3) the amount of the policy; (4) the property insured, the then currant replacement value of such property, and the manner of determining that value; end (5) the expiration date of the policy. Grantor shall, upon request of lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or If Grantor falls to comply with any provision of this Mortgage or any Related Documents, including but not limited to Grantor's failure to comply with any obligation to maintain Existing Indebtedness In good standing as required below, or to discharge or pay when due any amounts Grantor is required to discharge or pay under this Mortgage or arty Related Documents, lender on Grantor's behalf may {but shell not be obligated to} take arty action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed an the Property and paying aq costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Credit Agreement from the date incurred or paid by Lender to the date of repayment by Grantor. Ali such expenses will become a part of the Indebtedness and, at Lender's option, will fA) be payable on demand; {B1 be added to the balance of the Credit Agreement and be apportioned among end be payable MORTGAGE (COntinued~ Page 5 with any installment payments to become due during either f1) the tens of any applicable insurance policy; or {2} the remaining term of the Credit Agreement; or (C) be treated as a balloon payment which will be due and payable at the Credit Agreement's maturity. The Mortgage also will secure payment of these amounts_ Such right shall be in addition tv all other rights and remedies to which Lender may be entitled upon Detault. Grantor's obligation to Lender for all such expenses shall survrve the entry of any mortgage foreclosure Judgment. WARRANTY; DEFENSE OF TITLE. The fallowing provisions relating to ownership of the Property are a part of this Mortgage: Title. Grantor warrants that: (a) Grantor holds good end marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in the Existing Indebtedness section below or in any title insurance policy, title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Mortgage, and Ib) Grantor has the full right, power, and authority to execute and deliver this Mortgage to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all parsons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Lender under this Mortgage, Grantor shalt defend the action at Grantor's expanse. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lander such instruments as Lender may request from time to time to permit such participation. Compliance With Lava. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. Survival of Raprssentadona and Warranties. All representations, warranties, and agreements made by Grantor In this Mortgage shalt survive the execution and delivery of this Mortgage, shall be continuing in nature, and shall remain in full force and effect until such Nme as Borrower's Indebtedness shall be paid in full. EXISTING INDEBTEDNESS. The following provisions concerning Existing Indebtedness are a part of this Mortgage: Existing Lien. The lien of this Mortgage securing the Indebtedness may be secondary and inferior to an existing lien. Grantor expressly covenants and agrees to pay, or see to the payment of, the Existing Indebtedness and to prevent any default on such indebtedness, any default under the Instruments evidencing such indebtedness, or any default under any security documents for such indebtedness. No Modification. Grantor shall not enter into any agreement with the holder of any mortgage or other security agreement which has priority over this Mortgage by which that agreement is modified, amended, extended, or renewed without the prior written consent of Lender. Grantor shall neither request nor accept any Future advances under any such security agreement without the prior written consent of Lender. GONDEMNATtON. Tha following provisions relating to condemnation proceedings are a part of this Mortgage: Proceedings. If any proceeding in condemnation Is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal parry in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Grantor will deliver or cause to ba delivered to Lander such instruments and documentation as may lie requested by Lender from time to time to permit such participation. Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in Ileu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all actual costs, expenses, and attorneys' fees incurred by Lender in Connection with the condemnation. IMPOSITION OF TAXES, FEES AND CHARGES BY CiOVERNMENTAI AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a part of this Mortgage: CrnrarR Taxes, Fses and Chsrgas. Upon request by Lender, Grantor shall execute such documents in addition to this Mortgage and take whatever other action is requested by Lender to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender inr all taxes, as described below, together with all expenses incurred in recording, perfecting or continuing this Mortgage, including without limitation all taxes, fees, documentary stamps, and other charges for recording or registering this Mortgage. Texss. The following shat) constitute taxes to which this section applies: (1) a specific tax upon this type of Mortgage or upon all or arty pert of the Indebtedness severed by this Mortgage; (21 a specific tax on Borrower which Borrower is authorized or required to deduct from payments on the Indebtedness secured by this type of Mortgage; 131 a tax on this type of Mortgage chargeable against the Lender or the holder of the Credit MORTGAGE {Continued) Peso ~ Agreement; and [4) a specific tax on all ar any portion of the Indebtedness or on payments of principal and interest made by Borrower. Subsequent Texas. If any tax to which this section applies is enacted subsequent to the date of this Mortgage, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as pro+rided below unless Grantor either (1) pays the tax before it becomes delinquent, or (Z) contests the tax ae provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FtNANCIN(3 STATEMENTS. The following provisions relating to this Mortgage es a security agreement are a part of this Mortgage: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have aq of the rights of a secured part}r under the Uniform Commercial Code es amended from time to time. Security tntaresL Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Mortgage in the real property records. Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies ar reproductions of this Mortgage as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing th)s security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a plane reasonably convenient to Grantor and Lender and make it available to Lender within three t3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender {secured party) from which information concerning the security interest granted by this Mortgage may be obtained (each es required by the Uniform Commercial Coda) ere as stated on the first page of this Mortgage. FURTHER ASSURANCES; ADDITIONAL AUTHORIZATIONS. The following provisions relating to further assurances and additionet suthorizetions are a part of this Mortgage: Furttrer Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may 6e, et such times end In such offices and places as Lender may deem appropriate, any arxf all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, cerdficetes, and other documents as may, in the sole opinion of Lender, be necessary or desivable in order to effectuate, complete, perfect, continue, or preserve {1) Borrower's and Grantor's obligations under the Credit Agreement, this Mortgage, and the Related Documents, end (2) the (cans end security interests created by this Mortgage on the Property, whether now owned or hereafter acquired by Granter. Unless prohibited by law or Lender agrees to the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Addkfonal Authorizations. If Grantor fails to da any of the things referred to in the preceding paragraph, Lander may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably authorizes Lender to make, execute, deliver, file, record and do all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. It is understood that nothing set forth herein shell require lender to take any such actions. FULL PERFORMANCE. If Borrower and Grantor pay all the Indebtedness when due, terminates the credit line account, and Grantor otherwise performs all the obligations imposed upon Grantor under this Mortgage, Lender shalt execute and deliver to Grantor a suitable satisfaction of this Mortgage end suitable statements of termination of any financing statement on file evidencing Lender's security interest In the Rents and the Personal Property. Grantor will pay, if permitted by applicable law, any reasonable termination fee as determined by Lender from time to Ume. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Mortgage: Payment Defauk. Borrower fails to make any payment when due under the indebtedness. Default on Other Payments. Failure of Grantor within the time required by this Mortgage to make any payment for taxes or insurance, or any other payment necessary to prevent flung of or to effect discharge of any lien. Other Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Mortgage or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borcawar or Grantor. Defauk in Favor r>f Third Parties. Should Borrower or any Grantor default under any loan, extension of credit, MORTGAGE [Continued) Page 7 security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of 8orrower's or any Grantor's property or Borrower's ability to repay the Indebtedness or Borrower's or Grantor's ability to perform their respective obligations under this Mortgage or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor's behalf under this Mortgage or the Related Documents Is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Detective CdlateraRzation. This Mortgage or any of the Related Documents ceases to be in full farce and effect (including failure of any collateral document to create a valid and perfected security interest or Ilan) at any time and for any reason. Insolvency. The dissolution or termination of Borrower's or GfaMOr'9 existence as a going business, tfle insolvency of Borrower or Grantor, the appointment of a receiver for any part of Borrower's or Grantor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceedir-g under any bankruptcy or insolvency laws by or against Borrower or Grantor. Crsdltor or Fortekure Proceedings. Commencement of foreclosure or inrfefture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Borrower's or Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a goad faith dispute by Borrower ar Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture prooeed'rng and if Borrower or Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Breach of Other Agreement. Any breach by Borrower or Grantor under the terms of any ottrer agreement between Borrower or Grantor and Lender that is not remedied within any grace period provided therein, including without limkation any agreement concerning any indebtedness or other obligation of Borrower or Grantor to Lander, whether existing now or later. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes ar disputes the validity of, or liability under, any Guaranty of the Indebtedness. Right to Cure. If any default, other than a default in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Mortgage within the preceding twelve (f 2) months, it may be cured If Grantor, after Lender sends wrfrnen notice to Borrower demanding cure of such default: (1} cures the default within thirty (3D) days; or (2) 'rf the cure requires more than thirty (30) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon es reasonably practical. RIGHTS AND R1=IVAEDIES t)N DEFAULT. Upon the occurrence of an Event of Default end at any time thereafter, Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at its option, after giving such notices as required by applicable law, to declare the entire Indebtedness immediately due end payable. UCC Remedies. With respect to ap or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, witfiout notice to Borrower or Grantor, to take possession of the Property and collect the Rents, including amounts past due and unpaid, and apply the net pracaeda, over and above Lender's costs, against the Indebtedness. In furtherance of this r(ght, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, than Grantor irrevocably authorizes Lender to endorse instruments received in payment thereof in the name of Grantor and to negatlate fire same and collect the proceeds. Payments by tenants or other users to Lender In response to Lender's demand shall satisfy the obligatwns far which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Recehr~r. Lender shall have the right to have a receiver appointed to take possession of all or any pert of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, aver and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by Iew. Lender's right MORTGAGE (Continued} Page 8 to the appointment of a receiver sha0 exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Forocloaure. Lender may obtain a Judicial decree foreclosing Grantor's interest in all or any part of the Property. Possession of tfte Property. For the purpose of procuring possession of the Property, Grantor hereby authorizes and empowers arty attorney of any court of record in the Commonweakh of Pennsylvania or elsewhere, as attorney for Lender and alt persons claiming under or through Lender, to sign an agreement for entering in any competent court an amicable action in ejectment for possession of the Property and to appear for and confess Judgment against Grantor, and against all parsons claiming under or through Grantor, for the recovery by Lender of possession of the Property, without any stay of execution, for which this Mortgage, or a copy of this Mortgage verified by affidavit, shall be a sufficient warrant; and thereupon a writ of possession may be Issued forthwith, without any prior writ or proceeding whatsosver_ Nonjudiciel Safe. tf permitted by applicable law, Lender may foreclose Grantor's interest in ail or in any part of the Personal Property or the Reai Property by non-judicial sale. Deficiency Judgment. Lender may obtain a judgment far any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this section. Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower or Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and ahelt, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage or the Credit Agreement or available at law or in equity. Sale of the Property. To the extent permitted by applicable law, Borrower and Grantor hereby waive any and a1I right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale an all or any portion of the Property. Notice of Sela. Lender shall give Grantor reasonable notice of the time and plats of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Unless otherwise required by applicable law, reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. Any sale of the Personal Propertyr may be made in conJunctlon wkh any sale of the Real Property. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expendkures or to take action to perform an obligation of Grantor under this Mortgage, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Nothing under this Mortgage or otherwise shall be construed so as to limit or restrict the rights and remedies available to Lender following an Event of Default, or in any way to limit or restrict the rights and ability of Lender to proceed directly against Grantor and/or Borrower and/or against any other ca-maker, guarantor, surety or endorser andlor to proceed against any other collateral directly or Indirectly securing the Indebtedness. Attorrtays' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall ba entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, ell reasonable expenses Lender incurs that in Lender's opinion are necessary et any time for the protection of its Interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Credit Agreement rate from the date of the expenditure until repaid. F~cpenses covered by this paragraph include, without limitation, however subject to any limits under applicab{e law, Lender's reasonable attorneys' fees end Lender's legal expanses, whether or not there is a lawsuit, Including reasonable attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-Judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reportsl, surveyors' reports, and appraisal fees and title insurance, to the extant permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. NOTICES. Unless otherwise provided by applicable law, any notice required to be given under this Mortgage shall be given in writing, and shah be effective when actually deNvered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, 'rf mailed, when deposited in the United States mail, as first class, certified or registered mall postage prepaid, directed to the addresses shown near the beginning of this Mortgage. All copies of notices of foreclosure from the holder of any Ilan which has priority MORTGAGE (Continuedy Page s over this Mortgage and notices pursuant to 42 Pa. C.S.A. Section 8143, et. seq., shall be sent to Lender's address, as shown near the beginning of this Mortgage. Any party may change Its address for notices under this Mortgage by giving format written notice to the other parties, specifying that the purpose of the notice is to change the parry`s address. For notice purposes, Grantor agrees to keep Lender informed at aU times of Grantor's current address. Unless otherwise provided by applicable law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. ADVANCE MONEY MORTGAGE. (A) Thls Mortgage secures future advances made pursuant to the Credit Agreement o- Related Documents. Without limiting the foregoing, this Mortgage secures all advances made by Lender or Banks of any kind or nature described in 42 Pa. C.S_A. 4 8144. (6) If Grantor sends a written notice to Lender which purports to limit the indebtedness secured by this Mortgage and to release the obligation at Lender to make any additional advances to or for the benefit of Grantor, such a notice shall be ineffective as to any future advances made: (1) to enable completion of the improvements on the Real Property for which the loan secured hereby was originally made; f2) to pay taxes, assessments, maintenance charges and insurance premiums; {3) for costs incurred for the protection of the Property or the lien of this Mortgage; {4} on account of expenses incurred by Lender by reason of a default of Borrower or Grantor hereunder or under the Related Documents or under the Credit Agreement; and f5) on account of any other costs incurred by Lander to protect and preserve the Property or the lien of this Mortgage. It is the Intention of the parties hereto that any such advance made by Lender after any such notice by Grantor shall be secured by the lien of this Mortgage on the Property. MISCELLANEOUS PltOV1SIdNS. The following misceNaneous provisions ere a part of this Mortgage: Arttendmertts. This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean ail cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Arbitration. Borrower and Grantor and Lender agree that ell disputes, claims and controversies between them whether iridividusl, joint, or class in nature, arising from this Mortgage or otherwise, including without limitation contract and tort disputes, sher ba arbitrated pursuant to the Rules of the American Arbitration Association in effect et the time the claim is filed, upon request of either party. No act to take or dispose of any Property shell constitute a waiver of the arbitration sgreemerrt or ire prohibited by this arbitration agreement. This indudes, withotrt Iimkation, obtaining Injunctive relief or a temporary rastraining order, invoking a power of sate under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or ezercis(rig any rights relating to personal property, including taking or disposing of such property with or whhout judicial process ptmuarrt to Article 9 of the Uniform Commercial Coda. Any du:putes, claims, or coritrovarsies concerning the fawfu[nesa or reasone6leness of any act, or exercise of any right. concerning any Property, including arty claim to rescind, reform, or otherwise modify any agreement relating to the Property, shag also ba arbitrated. provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any perry. Judgment upon any award rendered by any arbitrator may ba entered In sny court having jurisdiction. Nothing in this Mortgage shall precWds any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, lashes, and similar doctrines which would otherwise be applicable in an nation brought by a party shell bs applicable in any arbitration proceeding, and the commencement of an arbitration proceedktg shah be deemed the commencement of an action for these purposes. The Federal Arbitration Act shad apply to the construction. interpretation, and erifarcement of this arbitration prevision. Caption Headings. Caption headings in this Mortgage era for convenience purposes only and are not to be used to irrterpret or define the provisions of this Mortgage. Governing Lsw. This Mortgage wir be governed by federal law spplica6le to Lender and, to the extent rxrt preempted 6y fadard law, the laws of the Commonwealth of Pennaytvants without regard to its confGcta of law provisions. This Mortgage has been accepted by Lender in the Commonwealth of Pennsylvania. Chofu of Venue. If there Is a fawsult, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Joirrt end Savsrsl Liability. All obligations of Borrower end GreMOr under this Mortgage shall be Joint and several, and ell references to Grantor shall mean each and every Grantor, and ail references to Borrower shall mean each end every Borrower. This moans that each Grantor signing below is responsible for all obligations in this Mortgage. Where any one ar more of the parties is a corporation, partnership, IimlLed liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on the entity's behalf, and any obligations made or created in reliance upon the MORTGAGE {Continued) Page 10 professed exercise of such powers shall be guaranteed under this Mortgage. No Waiver by Lsnder. Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Mortgage shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Mortgage. No prior waiver by Lender, nor any course of dealing between Lander and GraMOr, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Mortgage, the granting of such consent by Lender in any Instance shell not constitute continuing consent to subsequent instances where such consent Is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Mortgage. Unless otherwise required by law, the illegality, invalidity, or unenforceabilit}r of any provision of this Mortgage shall not affect the legality, validity or enforceability of any other provision of this Martgage_ Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property et any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Successor Interests. The terms of this Mortgage shall be binding upon Grantor, and upon Grantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors end assigns. Time is of the Esaenca_ Time is of the essence in the performance of this Mortgage. Waive Jury. All parties to this Mortgage hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINffIONS. The following capitalized words and terms shall have the following meanings when used in this Mortgage. Unless spedflcally stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Mortgage shalt have the meanings attributed to such terms in the Uniform Commercial Gode: Borrower. The word "Borrower" means Big Bee Boats, LTD end includes all co-signers and co-makers signing the Credit Agreement and all their successor: and assigns. Crsdk Agreement. The words "Credit Agreement" mean the credit agreement dated October 20, 2009, with Gf@t~it lifflit of $1,000,000.00 from 8orrawer to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of the Credit Agreement is Ocmber 20, 2012. NOTICE TO GRANTOR: THE CREDIT AGREEMENT CONTAINS A VARIABLE INTEREST RATE. Defauk. The word "Default" means the Default set forth in this Mortgage in the section titled "Default". Enwonmental Laws. The words "Environmental Laws" mean any and all state, federal and focal statutes, regulations and ordinances relating to the protection of human health or the environment, Including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"I. the Suparfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"1, the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default. The words 'Event of Default" mean any of the events of default set forth in this Martgage in the events of default section of this Mortgage. Extsting Indebtedness. The words "Existing Indebtedness' mean the indebtedness described in the Existing Liens provision of this Mortgage. Grantor. The word "Grantor" means Cave Centre, Inc. Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness. Guaranty. The word 'Guaranty' means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Credit Agreement. MORTGAGE (ContinuedT Page 11 Hazardous Substances. The words "Hazardous Substances' mean materials that, because of their quantity, concentration or physical, chemical or Infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words 'Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by ar listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word "hnprovements" means all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements end other construction on the Real Property. Indebtedness. The word "Indebtedness' means all principal, interest, and other amounts, costs and expenses payable under the Credit Agreement or Related Documents, together with all renewals of, extensions of, modifications of, consolidations of and substitutions for the Credit Agreement or Related Documents and any amotmte expanded or advanced by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce Grantor's obligations under this Mortgage, together with interest an such amounts as provided in this Mortgage. The liens and security interests created pursuant to this Mortgage covering the Indebtedness which may be created In the future shall relate back to tfte date of this Mortgage. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collaterelization provision of this Mortgage. Lender. The word "Lender" means Members 1st Federal Credit Union, Its successors and assigns. Mortgage. The word "Mortgage" means this Mortgage between Grantor and Lender. Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with aN proceeds (Induding without limitation ell insurance proceeds and refunds of premiumsl from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Reel Property. The words "Real Property" mean the real property, Interests and rights, as further described in this Mortgage. Related Documerrta. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed 'in connection with the Indebtedness. Rents. The word "Rents" means a0 present and future rants, revenues, income, issues, royalties, profits, and other banefite derived from the Property_ GRANTOR ACKNOWLEDGES HAYING READ ALL THE PROVISIONS OF THIS MORTGAGE. AND GRANTOR AGREES TO ITS TERMS. THIS MORTGAGE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS MORTGAGE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GRANTOR: COVE CENTRE, INC By ..::'~ .:, : ' .. " :i': .:..:.; ':!Seal) Rondo h r, Owner of o ntre, Inc BY _ I} Amon a S. Rohrer, Owner of ova Centre. Inc MORTGAGE (Continued} Page 12 CERTIFICATE OF RESIDENCE I hereby certify, that the precise address of the mortgagee. Members 1st Federal Credk UfrSor~; jigrein ls~ follows: ATfN: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 '! for Mortgagee CORPORATE AGKNOWLEDGMENT COMMONYYFALTH OF PENNSYLVANIA COUNTY OF ~a.,.,.~~izC1 SS On this, the a~0~ day of ~ ~~~ , 20 ~_, before ma 0.1`~o~ar rP.,61',c-, ,the undersigned Notsry Public, personally appeared Randolph W. Rohrer. Owner of Cove Centre, Inc and Amanda S. Rohrer. Owner of Gove Centre. Inc, who acknowledged themselves to be the Owner of Cove Centro, Inc and Ownsr of Cave Centre, Inc, of a carporetfon, and that they as such Owner of Cove Centre, Inc and Owner of Gove Cerrtre, Inc, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by themselves as Owner of Cove Centre, Inc and Owner of Cove Gantre, Inc. In wknsss whereof, I hereunto set my hand and affic seal. COMMONWEALTH OE PENNSYLVANIA NOTARIAL SEAL JANICE L. MEADATH, Notary FubI1C - Notary ublic in end for the State of City ai Harrisburg, Dauphin County rrM1y Commission Expires Apnl 3©, 2011 LASER PRO lending, Ver. 5.45.00.004 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. - PA C:ICOMMERCIALICFIILPL1G03.FC TR-2232 PR-13 EXHIBIT A ALL THAT CERTAIN lot or tract of land situate in Penn Township, Perry County, Commonwealth of Pennsylvania, more particularly bounded and described as follows, to wit: BEGINNING at a railroad spike on the southern legal right-of-way line of U.S. Route 31 & 15 tS.R. 0011) at the dividing line of land now or formerly of Mildred Ellenberger and the subject premises; thence by the southern legal right-of-way line of U.S. Route 11 & 15 South 79 degrees 51 minutes 30 seconds East, 294.50 feet to a railroad spike; thence by land of James Doyle South 10 degrees 06 minutes 36 seconds West, 200.00 feet to an iron pin; thence by other lands of William A_ Rohrer (Lot #1 of the hereinafter mentioned plan of recording), North 79 degrees 51 minutes 30 seconds West, 294.61 feet to an iron pin; thence by land now or formerly of Mildred Ellenberger North 10 degrees 08 minutes 30 seconds East, 200.00 feet to a railroad spike to the PLACE OF BEGINNING. CONTAINING 1.352 acres. BEING Lot #3 as shown on the Final Subdivision Plan for William A. Rohrer entitled Cove Center L.P. recorded in the Office of the Recorder of Deeds in Perry County, Pennsylvania, in Plan Book 51, Page 103, and assigned an instrument number of 200303789. THE ABOVE DESCRIBED premises is subject to a 4 foot wide strip of land located along the southern legal right-of-way of U.S. Route 11 & 15 offered for dedication to the Pennsylvania Department of Transportation for an additional right-of-way for the future construction of a right turn lane into the subject premises. BEING the same premises which William A. Rohrer and Colleen F. Rohrer, husband and wife, by deed dated August 19, 2003, and recorded September 10, 2003, in the Office of the Recorder of Deeds in and for Perry County, Pennsylvania, to Instrument No. 200311151, granted and conveyed unto Cove Centre, Inc. ~iX~i~i Jul 07 10 11:12p jo~ce Shuman 717-567-3324 p.2 Recorded On 1213!2003 At 12:25:18 PM * Instrument Type -MORTGAGE Invoice Number-17680 * Mortgagor - Ca"~E CENTRE INC ~ Mortgagee - CO1vIlHUNiTY BANKS '~ Customer - FRANCIS M SOCHA ESQUIItE * 8'EES AFLTORDABI~E Hovs=wG RECORDIIIG FSE5 - RLCORDF..R OF D&SDS covNxlt ARCH~s ~ scs jrccESS nro Jvs~icE s~ ~r zaxx 1tOD ARCHIVES FEE -- TO COUNTY xzcoRDEx kvrtn - To o~>:zcs TOTAI, $l.a.oo $ax.oo X2.00 $l.a. o0 go.so $2.00 $l.. ao $66.50 J~y.....~+` i ~~' `.~ Instrumeat Nambes - 200314781 `' ~%~ 1 * Total Pages -14 ' This is a certification page DO NO'r DETACH 'This page is now part of this legal document. RETURN nocrrn~rrr Ta- con~uNrrY BANxs 2796 oLD POST RaAD HARWSBURG, PA 17110 I hereby CERTTI~'Y tLat this docxment is recorded in the Recorder of Deeds Office of Perry County, Pewasylvania. . _~,• z P.O. Box 223 =~ ~ ~ ~ 'i~.~. 1~ - ~ ~. New Bloomfield, PA 17068 ~ °.~ ~ ~' _ ~~ : ; . ~`_ ~ /• ~ SP`s n. . * -Information doted by an asterisk may shame daring the verjfication process asd may amt be reflected on this paw i.~rrn~c n~mm>a~: 2003147$1 Jul 07 10 11:12p Joyce Shuman 717-567-3324 p.3 OPEN-END "CONS7RUCTlONJPERI111ANENT LOAN MORTGAGE AND SECURITY AGREEMENT {SECURES FUTURE ADYANCESj THIS MORTGAGE AND SECURITY AGREEMENT made this 2Sth day of November, 2003, between COVE CENTRE, INC_, a pennsylv~ia corporation, whose address is 1617 State Road, Drmcannon, Pennsylvania 17420 (the "Mortgagor"}; and COMMUMTY t3J4NKS, a Pennsylvania state-chartered commercial bank, with offices at 2796 O!d Post Road, Harrisburg, Pennsylvania 17110 (the "Mortgagee'. WITNESSETH: WHEREAS, Mvrt~agor has executed and delivered to Mortgagee its martygage note of even date In the stated principal sum of $875,000 {the °Note'}, payable with interest and on the terms and conditions set forth therein, all of which are incorporated herrain by reference. Mortgagor and Mortgagee have executed a construction loan agreement also dated this date {"Loan Agreement"}, pursuant to the terms of which Mortgagee is obligated to makefuture advances to Mortgagorunder the terms and conditions set forth therein, all of which ar+e incorporated herein by reference- This Mortgage, the Note, the Loan Agreemerrt, the Assignment of Leases, the Assignment of Agreements Affecting Real Estate, the Security Agreement. the GuarantyAgrsement and all related ban, collateral and other documentation in connection therewith are hereinaRer referred to individ- ually as a °Loan Document" and collectively as the "Loan Documents," and the real properly described bebw and any other co~ateral securing any of the obligations of Mortgagor under any of the loan Documents are hereinafter referred to collectively as "CoAateral ,• NOW, THEREFORE, that in consideration of the aforesaid, and as security for payment to Mortgagee of the principal of the Note with interest, and all ottrer sums payable to or recoverable by Mortgagee under the terms of the Loan Documents, togetherwith all existing and future liabi lrties of Mortgagor. to Mortgagee under tl~e Loan Documenrts and any renewals}, extension(s) and modification(s) thereof and substitutions} therefor, arxi all ob~gations and indebtedness, whether absdu~ or contingent, now or hereafter becoming due and owing by Mortgagor under any present or future fetter(s) of credit issued for the account of Mortgagor (said indebtedness, interest and ail other sums and,iiabil'rties are hereinafter collectively reFemed to as the "Aggregate DebY~, and as security for the dus and timely performance by Mortgagor of all of the other provisions of the Loan goaaments, and intending to be legally bound hereby, Mortgagor hereby GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS, RELEASES, PLEDGES AND MORTGAGES to Mortgagee all that certain real property located in Parry County, Pennsylvania, as move fully described in Exhibit A attached hereto and made a part hereof ('Baal Prop®rty"): TOGETHER WITH a!1 right, title and interest of Mortgagor in and to the following property, rights and. ifttet, wMch Mortgagor hereby assigns to Mortgagee until the Aggregate Debt is paid (tile Real.. Property together with tt~ fallowing property being hereinafter coNectivety called the "Mortgaged :property"}: A. all buildings and other improvements now or hereafter located on tits Real Property {"Improvements"}; B. atl .streets, ]lanes, alleys, passages, ways, easements, rights, liberties, Ixivleges, tenements, heredts anti appurtenances whatsoever thereunto belonging to or in any way made appurtenant hereafter, ark the reversions and remainder, with respect ~ thereto {"Appurtenances"}; t Jul 07 10 11:13p Joyce Shuman 717-567-3324 p.4 EX~IIlBYT "~~ ~11.t ?~6AT CtEddp/#d'!bl lot br tract of land situate in Penn Township, Perry County, Commonwealth.af-Pennsylvania;.-more particularly bounded and described as follows, to wit; BEGIIlf1lfa11fG at a ra[tcoad splice on the southern legal right-of-way line of U.S. Route ii & 15 (S. R. 0011) at the dividing line of land now or formerly. of Mildred Ellenberger and the subject premises; thence ~b~r the southern legal right-of way line of U:S. Route it & 15 South 79 degrees 51 minutes 30 seconds. East, 294.50 feet to a railroad spike; thence by land of ]amen Doyle South 10 degrees 05 minutes 36 seconds West, 200.00 feet to an iron pin; tfience by other lands of William A: Rohrer (Lot #1 of the hereinafter mentioned plan of recording},.North 79 degrees 51 minutes. 30 seconds West, 294.61 feet to an iron pin; thence by [and now or formerly of Mildred Ellenberger North 10 degrees OS minutes 30 seconds Fast, 200.00 feet to a railroad spike to the PLACE OF BEGINNING. CtDiYT,'~H'M31lPG1.352 acres. BE36mf~ Ldt ~3 as shown on the Final Subdivision Plan for Wiitiam A. Rohrer entitled Cove Center tr.P. Recorded In the Office of .the Recorder of Deeds in Perry County, Pennsylvania, in Plan 1300€ 52; Page 103, and' assigned an . instrument number of 200303789. ~E AB06r1~ G+,~RIBB~3 premises is subject to .a .4 foot wide strip of land located along the southern legal r[ght-of-way of U,S. Route 3'1 ~ iS offered - for dedication, to the Pennsylvania Department of Transportation for an additional, rir~lit-af-way for the_future construction of a right tum fans into the subject premises. Jul 07 10 11;13p Joyce shaman 717-567-3324 p.5 C. , au rnachlnery, apparatus, equipment, furniture, furnishings, factures, inventory, goods, appliances and other property of every kind and nature whatsoever, together with replacements thereof and accessories, parts or accessions thereto, owned by Mortgagor ar in which Mortgagor has or shaA have an interest, and whether or not now or heneafterloc~ted on the Real I'~°operty, and . any and all proceeds of any of ttte for+egvdng {"EquiP'7; f3. all building material, building machinery and building equipmentdelivered on siteto the Real Property during the course of, or in connection with, the cons#n~ctfon of, or reconstruction of, or remodeling of any building and dmprov+ements from time to time during the term of this Mortgage artd Security Agreement {"Builiding EquiprnenY'); E. all general intargibfes reiatirtg to the deveJoprrrertl or use of the Reef Property, including but not limited to all licenses, permits and agneernent from or with all boards, agencies, departments, public utaities, gaverrurrental orotherwise, all names underwhich or bywhirh the i2eal Property or improvements may at arty time be operated or known and all rights to carry on business under any such names or any variations thereof, aft trademarks and goodwill In anyway relating to file Real Property, and off documents of membership in any owners or memt~ers association or similar group having responsibi~yr for managing or operating any portion or all of the Real Property F. all awards or payment, including interest thereon, which may be made wrth respect to the Real Property and fmprovernents, whether from the exercise of the right of eminent domain including any transfer made. in lieu of the exercise of said rght), or for arty other injury to or decrease in the value of the Real Property or Improvements including, without limitation, all awards or payments of e~ima#!ed compensation, all darnages'to the Real Property or Improvements resulting from' ariy taking, all machinery and equipment dislocation expenses, all settlement amounts, all apporfionmerrts of taxes, reimbursement of attorneys and engineers fees, all movrng expenses and aN business dislocation expenses {"Awards'7; G. all i nsurance pdicies covering the Real Property or Improvemerrta and all proceeds of any unearned premiums on any such insurance pofrciies including, without limitation, the right to receive and apply tire-proceeds of sny insurance, judgrrrerris, or s~emerria made in Yea thereof, for damage to the: Reaf Property or Mnprovemer>ts ("insurance Policies; H. ,all leases and other agreements affecting ttre use or occupancy of any portion or ail of the Real ;Properly or tmprovements, whether f~eretofore or heroafter executed and afi rights of Mortgagor to payment under any such lease or agreement {"Leases"), and alt rents, receipts, issues, profits and otFter income of arty a~ all kinds (inGud'a~g deposits) received or receivable and due or to become due from the lease of all or a portion of the Real Property or improvements {all of such proceeds, receipts and "income are hereinatfer retained to as the "income and Rents" and ail such rights are hereinafter referred to as the "Accrourrts Receivable'7; (: , any securities or guaranties held by Mortgagorwith respect to any ofthe Irrtangibles, Awards, Leases or Accounts Receivable, and any notes, drafts, acceptances, chattel paper, documents or other:instruments evidencing the same {"Security"); and J. the right, in the name and on befmlf of itself or Mortgagor, to appear ~ ordsfend any action or prooeedinq brought with respect to the Rea! properly or Improvements (including without limitation, 'any carrdemnation or arbitration proceedings) and to commence any> action or proceedings to protect the interest of Mortgagee in the Real Property and Improvements. .2. Jul 07 10 11:13p joyoe Shuman 717-567-3324 p.6 TO HAVE AND TO H'QLD the Mortgaged Property urrtn Mortgagee, its successors and assigns forever. Afl right, title and intetest of Mor~gagar in and to a~ extensions, improvements, betterments, renewals, substitutes and raplacerttents df, and al additions and appurtenattoes to the Mortgaged Property hereafter acquired by, or released to, Mortgagor or constructed, assembled or placed by Mortgagor on the Prerr>isag, and ail conversions of the security consfitubad thereby, immediately upon such acqu~sifion, release, construction, assembling, placementorconversion, as the case maybe, and irr each such case, without any further mortgage, pledge, conveyance, assignment or other act by Mortgagor, shall become subjer:t to the lien of this Mortgage and Security Agreement as fully and completely, and with the same effect, as though now awned by Mortgagor and spedflcally described herein. Notwithstanding the foregoing, Mortgagor shall, at its own cost, make, execute, ac~mowledge, deliver and n=cond any and a1 such further acts, deeds, oornreyances, mortgages. notices of assi~ment, transfers, assurances and other documents as Mortgagee shall from time to t€me require for better assuring, conveying, assigning, transferring and confirming unto Mortgagee of the Mortgaged Property and the other rights hereby conveyed or assigned or irdended now or hereafter so to be, or which Mortgagor may be or may hereafter became bound to convey or assign for carrying out the intention of facilitating the performance of the terms of this Mortgage and Security Agreement. PR01,'lDEDALWAYS, and these presents are upon ifiisexprress condoion, that if Mor#gagor or its sucxassas or assigns shaft well and truly pay or cause to be paid unto Mortgagee, its successors orassigrts, the Aggregate Debt secured by tt~ Mortgage and Security Agreement, and otherwise perform :Mortgagor's obigations under the Loan Documents, then this Mortgage and Security Agreerrrerrt, and ~ estate hereby granted. shag Deese, determine and be void, and Mortgagee shah furnish io Mortgago[ a satisfaction of this Mortgage and Security Agreement in proper form.for recording, ,but Mortgagee shall not be required to bear any expense or cost in connection vt~h such satisfaction orthe recording thereof. THIS MORTGAGE covere, Enter alia, pn3sent and future advances made pursuant to tl~e Loan Agreement and such future advamces shag relate back to the date of this Mortgage and Security Agreement. THI S Mortgage shat tie governed by the provisions of the PannsylvanFa {)pen-End Mortgage Statute (known as Act Na. 126} and ail advances and raeadvenoes hereunder shall have tf~e full priority of Herr as provided thereunder. Mortgagor speciFrcal[y acknowledges that Mortgagee shall have no liabdlty for any failure to make. an advance pursuant to the Note upon reneipt of any Chad party's notice of lien pu~suarrtto 42 Pa.C.SA Section t3143(d) orn3ceipt of the Mortgagors (imitation of indebtedness `pursuant to 42 Pa.C.5.A. Section 8143(c). All notices provided pursuant to 42 Pa.C.S.A. Sections 8143(e) and (d} must be provided in accordance with the notice provisions contained;. herein. .THE MAXIMUM AMOUNT OF INDEBTEDNESS SECURED BY THIS MORTGAGE ;SHALL NQT EXCEED $875,t~0, P!_US ALL ACCRUED AND UNPAID INTEREST, PLUS ALL COSTS.AND EXPENSES INCURRED OR ASSUMED BY MORTGAGEE, INCLUDING ADVANCES tiAAI3EWITH RESPECT TO THE MORTGAGED PROPERTY, FOR THE PAYMENT OF TAXES, A~SSESS~MENTS, MAINTENANCE CHARGF~, INSURANCE PREMIUMS, OR COSTS INCURRED FOR THE PROTECTION OF THE MORTGAGED PROPERTYOR THE LIEN OF THIS MORTGAGE, OR bCPENSES INCURRED BY MORTGAGEE BY REASON OF DEFAULT $Y MORTGAC,yOR UNDER THlS MORTGAGE. as follows: MORTGAGOR REPRESENTS AND UKI~ jRANTS TOAND COVENANTS WITI~i Mortgagee -3- Jul 07 10 11: 14p Joyce sF,uman 717-567-3324 p.7 1. Trt18. AS Of l'1~tG dace herr?!of (a} Mortgagor has good and marketable title In anci to t3~a Mortgaged Property subject to no lien, charge or encumbrance except such as are listed as exceptions to title or exclusions from coverage in t#re title insurance policy being issued to Mortgagee concurrently with the recording of this Mortgage and Security Agraemetrt; cby this Mortgage and Security Agreement is and shall remain a valid and enforc~eabls lien on the Mortgaged Property subject only to the matters referred to in subparagraph {a) hereof; and (c) Mortgagor shall preserve such title,:and all of its rights in acrd to the Mortgaged Property. and shall forevarwarrant and defend the validity and priority of the lien trer~ agaerrst the claims of all persons and entities whomsoever, subject only to the matters referred to in subparagraph (a) hereof. 2. Payment and Performance_ Mortgagor shall punduadly pay ar cause to be paid the Aggregate Debt, in the amounts and at the times and places that the same may be due, and perform and comptywith~ all of the terms, covenants, conditions and obligations contained in the Loan Documents. 3. Taxes and Other Chances. Mor~agor shall pay all taxes of every kind and nature (nduding reel and personal property, irtoome, gross receipts, franchise, profits, sales and withholding taxes}, all general and special assessments, waterand sewer rerrts and charges, oral all levies, permits, inspection and license fees and other public charges now or hereafter levied or assessed against the Mortgaged Property as liens orassessmersts (hereinafter individualy called a 'Tax" and cdlectively the'?axes'? as the same shall became due and payable from lime to t+rne and before interest or penalties accruethereon; provided, however, that Mortgagor shall not be required to pay any Tax to the extent that nonpayment thereof is permitted while the validity thereof is being contested, so brag as (a) Mortgagor notifies Mortgagee in writing of infiention to contestfie validity thereof, (b}.#he validity thereof Is being contested in good faith by Mortgagor and {c) Mortgagor deposits vintfi tulertgagee if Mortgagee so requests an amount deemed sufficxerrt to make such payment if ttie cQF1tBSt is. unsucxe~fut. Notwithstanding the~foregoing, Mortgagor shall under no circumstances. permit the Mortgaged Property to be sold or advertised for sate for nonpayment of any Tax. Subjectto Mortgagors rift to contest any Tax as hereinabove provided, Mortgagor shah deliver to Mortgage receipts evidenang the peymer~ of such Tax on or before the fast day on which any Tax maybe paid wi#ttout interest or penalties or as soon thereafter as such receipts are available. . 4.. - lnsurance. Mor~agor shall keepthe Improvements and the Equipment r~ntinuousiy insured against toss or damage by fire (with extended coverage), theft, vandalism, malidous mischief, sprinkler leakage, war risk (if available), flood (iF the Mortgaged Properly is loc~ied in a flood plain area). end such other hazards as Mortgagee shall from time to trme require in a total amount equal to the full irrsurat~le value, as dete~rmirted bythe insurance companywhich shah issue such insurance, or in any event not less than that amount below which any co-insurance provisions would apply and,not-less than the then outstanding amount of theAggragate Debt. Mortgagor shag also carry. appropriate insurance applicable to the Mortgaged Property as req~fisd in the Loan /agreement and in such amounts as may tie required by Mortgagee. Mortgagor shall also carry business irrteituPtion or rental loss Insurance and comprehensive fiabrTity insurance Cnduding bodily injury and .property damage) covering all operations of Mortgagor on the Mortgaged Property in such amounts as may be required by Mortgagee. Any policy or policies with respect to all of the above- mentiorred"insurance (hereinafter called s "Policy") ta) shall be issued by an insurer acceptable to Mortgagee,;.(~~ sha'il.oontain, in the case of the hazard insurance and business in#errupfaan or rental loss insurance, a mortgagee clause endorsement naming Mortgagee and its suoc;~ssors and assigns as First and Setorxi Mortgagee and Lender Lass Payee, (c) shall contain a provision that Mortgagee shall be given thirty (30) days' prior written notice of material change or cancellation of said Policy:•ant, ffiat no such change or cance8a'ts+on sha)I be effective as to Mortgagee in the -4- Jul 07 10 1 1 : 14p ~' j oyce Shuman 717-567-3324 p.8 absence of SUCK notice, atut (d) Shall COntaln SUCH Ottlet' pCQVISiortS 85 511x11 ffOrll tune t0 tfil't8 r38 required ay Motgagee. Any such Pdky may provide for customary "deduc~les" provided the limits thereof are satisfactory to Mortgages. Not less than frftsen {T5} days' prior to any date upon which any premium for such insurance shag be due gnd payable, Mortgagor shall deliver to Mortgagee satisfactory evidence that such premium has been paid, and further, not less than fifteen (15) days' prior to the expiration date of ary Policy, Mortgagor shall deGverto Mortgagee satisfadoryevidenoe of the renewal of such Policy. In the event of the foreclosure of this Mortgage anti Security Agreement or other transfer of Mortgagors interest in the Mortgaged Property in satisfaction of the Aggnegate Debt, all ,right; title and interest of Mortgagor to any Policy then in force covering the Mortgaged Property sha11 pass to the transferee of the Mortgaged Property. 5. ` < Tax; aid Insurance Escrow. if an Event of Default ocxurs, upon the request of Mor#~9ee, Mor'Qgagor shall pay to Mortgagee on the first day of eadi month a sum equal to ane- twelfth {1 M 2) of the anaurrt of (a) alt real estate taxes, wafer and sewer charges arxt assessments, if any, as estimated from time to time by MorQgagee, becoming due with n~pect to the Mortgaged Property on the next succeeding date upon which the same shall be due and payable and (b) all premiums, computed on an annum basis, for the insurance require! to be carried pursuant to paragraph 4 hereof. All such amounts (hereinafter, the "Escrows' shall beheld by Mortgagee in such manner as it sees fd without any obligation to invest the same or (if invested) to account for any income or loss resu~ing thenafrom; provided however, that ff and to the extent that Mortgagee is required under applicable !aw to invest the escrows for the benefit of Mortgagor, Mortgagee shall also have. th+e:right to chafe a reasanabte service fee a~ connection therewith unless prohibited under such law. Tlie Escrows shall be applied to the paymerrt of the respective items in respect of whiich the,EscrowS. were deposited, or at Mortgagee's option, to the payment of any such items in such order of;p'riority as Morlvgagee shall determine.. tf, as the same become due and payable, the amount of Escrows then on depositthereforshall tie insuffident to pay such item, Mortgagorwithin five (5j days,aftair deniarxi is made therefor shall. deposit tits amount of such deftaency with Mortgagee:.. _N thane. is an Event of .Default hereunder, Mortgagee may at its option apply the Escrows or any part thereof in payment of any unpaid portion of the Aggregate Debt. ff, when making any; assignment of this Morfyage and Security Agreement; the then Mor~ga~gee shall pay over bo its assignee the then balance of the Escrows. such assigrsng Mortgagee shall have no further obliga~on; to Moit$a8or with respect to such. deposits. . .. 6. ualhr Loss. Mortgagor shall notify wee in writing immediately upon the occurrence of,eny,k~ss atTect€n® the Mortgaged Property. Mortgagor hereby dir~scts any insurer to pay directly to. Nbrtgagee arty moneys payable under any Policy, and Mortgagor hereby appoints Mortgagee as attorney-in-fact to endorse arty draft thensfor. Sums paid to Mortgagee by any insurer may be retained. and applied by Mortgagee at its sole election toward payment ~ the Aggregate Debt (u~hetF>Ier' .or .not any portion ther+8of may then be due and payable) in such priority and proportions:, as AAortgagee in its discretion shall deem proper, and any sums not so applied, at the discretion of ISilortgagee, maybe paid, either in whole or In part, to Mortgagor for such purposes and upon such conditions as Mortgagee shah designate, provided that Mortgagee shall make such surr~ avaifable'to t;Aoi~agor as~ work progresses and costs are incun~ed to replace or restore the Mortgaged f~roperty;rf there ftas not occurted an Everri of 17efault or an event which would be err Event of D~ault iai,t for the passage. of time or giving of notice or both. ff Mortgagee makes"any such sums a`varlable to Mortgagorf~orrepairing the damaged property, Mortgagor shall deposit with Mortgagee ~ the wrnrirencement of such repairs an amount equal to the difference between the Trost td rdpaKtlre,damsi~ed-property and the sums made ava~able by idlor~agee on acxount of such irteurarrce. The determination of the cost to repair the damaged property shall tie made by ttllorE~agee. ~ ItAortgag_ee. Detains such. insurance money and applies the same toward payment of the Aggregate the lien of this Mor#gags and Security Agreement shall be r+eduosd only by the Jul 07 10 11:16p ~-.7o~ce,shuman 717-567-3324 p.9 amount thereof retained by Mortgagee and actua9y appNed by Mortgagee in reduction of the AA9regate Debt. 7. Condemnation. In the event that the whore or any part of the Mortgaged Property secxan3[! by this Mortgage and Security Agreement is oontlemned or taken forany period of time, or there is any other injury to or decrease. in value of the Mortgaged Properly as a result of any public orquest-public. authority or corporation exercising the power of eminent domain or otherwise, aA sums awarded as damages bar such ct~ndenvaation or taking to which Mortgagor is entitled shall be paid over immediately to Mortgagee. Upon the receipt ttrersof, Mortgagee mey deduct and withhold from the ariiount adtualty received-arty casts, charges or fees incurred by Mortgagee in connection with the recovery of such award (hereafter, "aAortgagee's Costs', and thereafter Mortgagee may appty aU or any~portlon of the balance to the discharge of the Aggregate Debt and, at the option of Mortgagee'; `ray pay over any sums not so applied to Mortgagor for the purpose of restoring or repairirtp the. Mortgaged Property or for any purpose or object satisfacbdry to Mortgagee, In which eventthe'AggrBgate~DebtshaB not be reduced by that amount, provided that Mortgagee shell make such sums available to Mortgagor as work progresses arrd costs are incun~ed to replace or restore the Mortgaged Property, if there has not occurred an Event of Default or an event which would bean Event of D~ault but for the passage of tinne or giving of notice or both. Mortgagor hereby irrevocably appoints Mortgagee as attorney-intact for Mortgagor fior the purpose of collection of any ar all proceeds available in connection with the condemnation of the Mor~aged Property. ff tt~e Mortgaged .Properly is transferred, through foreclosure ar otherwise, prior to the receipt by Mortgagee of such award of payment; Mortgagee shall have the right, whether or not a deficiency judgment on the lJate shalt have been sought, recovered or denied, to receive such award or payment, or a portion. thereof sufficient to paY the Aggregate Debt, whichever is less. t3.. Preservation of Lien: Conveyanoe of 7itle_ Mortgagorshall pay, from time ~ time as and wheft;tfie saurrb shall becarrre due, all daFms and demands of any persons or entities , if unpaid, rnight,result in or permitthecrsation of a lien on the Mortgaged Property or anypart thereof, and in getreral Shall do or cause to be done everythpig necessary se that the lien hereof shall be fully presarve¢ and,so that there shalt rrot be created. permitted or suffered io e~dst any lien, encurrrbr~n~e or,diarge affecting the Mort~ged Property other than tharse matters referned to in paragraph 1-(~a~ her,~a~f which have beers approved in writing by Mortgagee, all at the sole oast of Mortgagor. P~t;IutpCtgagea's election, attar notice th Mortgagor, Mortgagee may make but is not obpgated fo.make, any paynrerrts which Mortggagor has failed to make under any prior lien, but such paymerrt 4Y Mortgagee strap not release Mortgagor from Mortgagors obligations or constrtute a waiver of.Mortgago's det+ault hereunder. Arty sum so expended bl- Mor~agee shall be secured by this Mortgage. ~arid~, Secur#y ggreernent, together with interest tFrer~son at the rate stipulated in the Note from~tlbe dale such payment is made by Mortgagee ur>bl the date of repayment by Mortgagor. Nati,Mthsfandirig ttie foregoing, Mortgagor shall have the right, at its sole cost and expense, to contest in gocip faith by any lawful means any such claims and demands, provided that it note Mortgagee rn writing of tls intention to do so and deposits with Mortgagee, if Mortgagee so request, an amount deemed,suft'iden'by Mortgagee to satisfy such claims and demands if it is u~imately determined -t}i~ lillorfgagor as responsible therefor. Mor~agor shall not convey ar attrxrrpt to convey or permit or suffer a conveyance, (ease or transfer of legal or equitable title to the Mor~aged Property or any parf tharsotf-and whefiher such conveyance or transtr3r is voluntary, involuntary, by operation of Few ordherwise, so long as arty part of theAggregate Debt remains unpaid urithout the prior written rorrser[t of Mortgagee. 9: ~ritonar>ce and Repair Comdianoe with Laws and ~2~gulations. Mortgagor shall cause the Mortgaged P+roperfy to be maintained in good oondrtion anrt repair, reasonable wear and tear excepted.",',None of the lmprovement$, Equipment or Building Equipment shad be removed, -8- Jul 07 10 11:17p- jo~ce`sFiuman 717-567-3324 p. 10 demo6sJted, materially altered orsold (except for normal replaoarnsnt of the Equipment and except as provided. in fhe. Loan Agreerr+enf), without the priarwrit6an consent of Mor~agee. Mortgagor sham promptly comply. with all laws, orders, ard'mancas, regulations, restrictions and requirements of governmental authorities, of courts and of insurance companies applicable to Mortgagor ar affed9ng the Mortgaged Property, orttie use thereof. Mortgagor shat promptly napair, replace or rebuild any pars of the Managed Property which maybe damaged or destroyed by any casualty or which may be affected by any condemnation or eminent domain proceeding. 10. Assionrnent of Leases and Rents. As further security for payment of the indeb6edness and. performance of the obligations, covenants and agreements secured hereby, Mortgagor assigns to Mortgagee, th be effB~ctive immediately but exercisable on default hereof, aN leases applicable to the Mortgaged Property, together witl- aN rents to become due thereunder, all of which leases are'artd shall be subordinate io this Mortgage. In any such case, Nbrtgagor hereby confers on Mari~g8gee the exdualve power, to be used or not in its sole discretion, upon the occurr~oe of antEverrt of Def~ait, to-act as agerrt, or to appoint a third person to act as agent for Mortgagor, with,powerto:take possession of, and coAed all rents arising from, the Mortgaged Property and apply such rents, at fhe option of Mortgagee, to the payment of the mortgage debt, taxes, costs of maintenance, repairs, expenses incident to managing and other expenses, in such order or priority as Mortgagee may in its sole disd~etion determine, and to turn any balance remaining over to Mortgagor, but such ooNection of rents shall not independently from other provisions hereof operate as ~ affur»ance of the tenant or lease in the event Mortgagor's title to the MortgagedProperty~hould be acquired by Mortgagee. Mor4gagee shalt be liable to account only for rents and profits,actuatly riaoeived by Mortgagee. 1n exernising any of the powers of this paragraph contained, Mortgagee may also take possession of, and for these purposes use, any and ail personal property contained in the Mortgaged Property and used by Mortgagor In the rental or leasing thereof._ All Leases are and shall be subject and subordnate to the provisions and lien of this Mortgage, attid tc aM renewals, modilroations, consolidations, r~eplaoernents and extensions thereof to the fuN extent of the princtpat sum secured thereby and interest thereon, and the lien of Ifiis Mortgage is,and shay be prior in lien to the lien of the Leases. 71 _ Reauii~ed NQ#ic~...Mortgagor.shaN give Mortgagee prompt written notice of any action ar proceedrng purporting to,;aff+act , the ~ Marfigaged Property of which it has actual knowledge indudmg;'_w~thout limitatlori, the following: ta) a fire ar other casualty causing damage to the Mortgaged Rroperty, (b) receipt of notice of condemnation of the Mortgaged Property or any part thereof; (c) receipt of notice ;from any governmental authority relating to the structure, use or oxupancy of the Mar•kgagad Property.; {d) receipt of any notice frorrr any tenant of all or ar,y portion of the Nbrtgaged Property; (e}-any change in the occupancy of the Mortgaged Property; (f) receipt of ar'iy notice, j`rorn'.the holder of any lien or security inl~er~est in the Mortgaged Property; ar {g) comrnencernen4 of any litigation affecting the Mortgaged Property. Mortgagee shah have the rightta appear in or defend any suds action or proceeding to the same extent as Mortgagor. Furthermore, after notice th Mortgagor, AAcxtgagee stroll have the right to brim any adios or proceeding, in the name acid on,betialf of itself ar Mortgagor, which Mortgagee, in iffi discretion, feats should be brought to prijtect its: interest in the Mortgaged Property or any part thereof. 12. ;' Morts~asyee's R~j1io Cure. Mortgagee shall Frave the right, but notthe obligation, at Mor>;gagee's,elecdon after' notice t+o Mortgagor, to tune any default by Mortgagor under any of th® Loan t7ocurnents yr under any mortgage or with respect to any security irerest, lien or encumbrancx3 which is senior in Nan and position to this Mortgage and Security AgreerneM. Any payments made oc expenses incurred by Mortgagee in the exerase of such right shall not release Mortgagor from Mortgagor's obligation or constitute a waiver of Mortgagor's default hereunder. Any such paymsrrts-made ar expenses incurred by Mortgagee shall be repayable on demand by Jul 07 10 11:17p Joyce Shuman 717-567-3324 p.ll ~. Mortgagee, togetFter with interest thereon at the [ate spiecified irl the Note from the date serch payment was made or such expense was incurred, and the aggregate amount thereof, indttding such interest, shall become part of the Aggregate. Debi and shat Ise secures by the ten of this Mortgage ar5d Security Agreement. 13. Certificate of No Offs~a. Within five (5) days after being requested to do so by Mortgagee, Mortgagor shah furnish to Mortgagee or arty proposed assignee of this Mortgage and Security Agreement a staternerrt, duly executed, adcrrov~ged and oerfified by Mortgagor, setting forth the rvsmaining unpaid amount of the Aggregate Debt and whether there exist any uncured defaults, offsets or defenses thereto_ 14. < Rieht to Insned_ Mortgagor shat) permit Mortgagee and its agents to enter and inspect the AAortgaged Property or any part then3of at alt reasonable times, subject to the terms of the Lease.. 15. Revenue. Tax or Other Stomas. Mortgagor steal! pay the cost of any revenue, tax ar other stamps nowor hereafter rr3quind by the laws of the Corm'ranweatth of Pennsylvania or the United States to be affaed to the Nate or this Mortgage and SecurityAgr7sementand if any taxes are imposed under the laws ofthe Commonwealth of Pennsylvania or the United Stateswith respect to evidences of indebtedness so secured, Mortgagor shag pay or reimburse lortgagee upon demand the amount of such. taxes vrithout credit against any indebtedness evidenr~d by the Note. if Mortgagor does.not or may not do so, Mortgagee may ~ ~s option accelerate the indebtedness evidenced by the Note to maturity as ~. the. case of default by Mortgagor. 1ti. Securty Agreement. This Mortgage cor~uOes a security agreement under the Uniform Commer~ciaf Coda artd creates a se«,rity interest in all that property (and the proceeds thereof) of Mortgagor induded in the Mortgaged,Property whkh mig[ti otherwise be deemed "personal.,proRerty" Mortgagor shaft execute, deliver, file and rrefle arty financing statements, continuation statements or other security agr~eemerrts Mortgagee may require from lime to time #o confirm the Iran of'this Mortgage with respect to such property. 1lVittraut limiting the foregoing, Mortgagor hereby Irrr+evor~bly appoints Mortgages attomey~in-fad for Mortgagor to execute, deliver and file such irtsiruments for and on behalf of Mor~gagar. AR costs of such filing and refil'aig shall be paid by Mortgagor.,. NotwiEhstandin, garty release of any or all of that property included In the Mortgaged Froperty wtich is deemed .'real property' any proceedings to foreclose this Mortgage or its satisfaction of record, the terms hereof shall survive as a security agr~aernent with respect to the security int®rest created hereby.and refen~ed to above until the repayment or satisfacton in full of the obligafionS .pf Mortgagor;as are now or•. hereafter evidenced by the Notes Natwithstanding the filing of a financing statement covering any of the Mortgaged Property in the records nomrally pertgining to personal property, aR ofthe Mortgaged Properly, farad purposes and in all proceedings, legal or equithble, shall be regarrded, at Mortgagee's option (to the extent permitted tai law}, as part of the Premises whether or not any such item is physically attached to the Premises or Improvements or serial numbers are used for tt~e bettor identification of certain items. The `rrrentiori in any such financing statement or any of the Morigei8ad Property shag never to construed as in airy way a~ering any of ths rigtMs of Mortgagee or adversely affecting #tre priority of the lien grantect Hereby or by airy other Loan Document, but such mention in ths financng statement is hereby declared th be for`the protection of Mortgages in the event any court shall at anytime hold that notice of Mortgagee's priority of interest, to be effective against any third party, including the federal goverYimpnt and any authorit}r or agency thereof, must be fileed in the Unifomn Commercial Code records:.A Arbon, photographic or other reproduction of this Mortgage or of any financing {.~ ,... -8- Ju! 07 ZO 11:18p `~oyce shaman 717-567-3324 p. 1z stateman# signed by Mortgagor in corMe4'tior+ herewith shall be sufficient as a financing stater179nt end may bs filed fo perfect the security interest created Hereby. The Mortgaged Property includes goods which are or are to become fixtures and this Mortgage is iM~ded to serve as a frxture filing under Section 9402(f) of the Pennsylvania Uniform Commercial Cade. 17. Events of Default, The occurrence of any one or more of the foltowing events shall constitute an event of~default he-~eundar. a: Mortgagor shalt fait to make any payment of principal and/or interest due to Mortgagee under any of the loan Documents on its due date; b Mortgagor shelf .fait fo obssnre and perform any of the covenants or agreerr-ertts on itspartio be observed or performed under this MorCgage and SecuriiyAgreement or under any of the other Loan Documenrts; c. Any represerrtation or warranty of Mortgagor under this Mortgage and Security Agreement or under any of the -other Loan Documents shall be untrue in any material respect; d: , Any Event of Default shall occur under the terms of any of the other Loan Documents; e_ Mortgagor shall apply for or cansen# to the appointment of a receiver, trustee or liquidator of.itself or any bf its property, admit in writing its ~abfGty to pay its debtsas they mature, make a general assignment for the. benefit of creditors, be adjudicated a bankrupt cv insohrent orfile a voluntary petition in bankruptcy, or a petition ar any answer' seeking reorganization, insolvency, readjustment of debt, dissdution or liquidation law or statute, or an answer admitfing the material allegations of a ;petition filed against it in any proceeding under any such law, or rt action shalt be taken by the Mortgagor for tl,e purpose of effecting any of the foregoing; or f. `. Any order, judgment ar decree shah be entered by any court of competent jurisdicfion, appro~irig a petition seeking reorganization of Mortgagor or all or a substantial part of the assets of tulatigagor or appointFng a receiver, sequestrator, trustee or liquidator of tVbr~gagor or any of its propesty,.and such order judgment or derxee shall cantinas unstayed and in effect for arty period of sixty. (60};days.. . t 8. Rertredi~ Confession of Judgment. Upon the occurrence of any Evert of Default; a." i'he Aggregate Debt shad, at the option of Mortgagee; become due and payable immediately without presentment, demand, notice of nonpayment, protest, note of protest or other rtatice'of dishonor, alt of whit~h are hereby expn3ssly waived by Mortgagor. b. Mortgagee Wray institute appropriate proceedings at taw or equity to collect the amount of khe .Aggregate Debt tEren due rby acceleration or othenNise}, orfor specific performance of any isf :tf~e;'ccj-rsnarrt _of ilAortgagor under any of the Loan .Document (and Mortgagor admowledges;thataN such covenanrts may be specificallyenfor+ced by Mortgagee by injunction or other appropriate equitable r8medy}, ar to recover damages for~ny tx~aach thereof, orta institute ~ action of mortgagi3 foreclosurra against the Mortgaged Property, or take such other action at tawor ~ equity for the enforcement of this Mortgage and Security Agn~ement and reaization on tlie mortgage -9= Jul 07 10 11:1~jo ',Joyce shaman 717-567-3324 p. 13 security or any other security herein or elsewhere provided tor, acrd proceed therein Go final judgment and execution for the Ayggn~ate Debi, together with interest, costs and expenses. Mortgagor irrevocably authorizes and empowers any sttomey of record, or the Prothonotary or Clerk of any tour! in the Commonwealth of Pennsylvania or elsewher+a, to appear for Mortgagor in any such curt tin any such action brought against Mortgagor at the suit of Mortgagee to collect the amount of the Aggregate Debt, and thar+ein to confess or enter }udgment against Mortgagor for the amount of the Aggregate Debt, as evidenced by an afBdavlt signed tsy a duly auttrvrizedi designee of Mortgagee, plus seasonable attorneys' fees, with costs of suit, release of procedural ;errors sjnd without rigrit of appeal. If a copy of this Mortgage and Sectrriiy Asreernent, verified by an~affiffavit, shall gave been filed in said action, it shah not be necessary to iris the original as awarrarlt of atfomey. Mortgagor waives the tight to any stay of execxtion and the benefit of afl exemption laws now or hereinafterin effect. No single exercise of the foregoing warrant and power to; k~rdng;aliy action or to confess judgmenttherein she/ be dammed to exhaust the pow~ar, but the power sh$tF continue undiminished and may be exercrseq from time to time as often as Mortgages shall elect until ail amounts payable to Mortgagee underthe Loan Documents shall have been paid in full. ~. c. With or wittmut demand upon Mortgagor for the surrender of possession, Mortgagee may enter upon and take possession of the Mortgaged Property, bresldng locks if necessary and;without liability for trespass, damages or atl~lwise and, upon so doing, fltAortgagee may, in its dscretion and in add~ion to any of its other rights, as Mortgagee in possession, alter, improve, complete or repair the Mortgaged Property (arxf in so doing Mortgagee shall have the right to use the Mortgaged Property and. to experut such amount for that purpose as Mortgagee shall deem best,, all o~f which, vrrth interest thereon at the hate speafied in tfie Note from date of payment, shall be rapa~able by Mor~sgor on demand and shall be secured her+eby), and operate, rerrt, sell or lease tt~e same;in..the name of Mortgagor. or Mortgagee upon such terms and conditlona as Mortlgagee,shatldeern appropriate, and Mortgagorhenaby ~revocablyappoirrtsMortgagee attorrrey- in-fact far Mortgagor for all such purposes. d; '. ° , Mortgagee may further, by summary proceedings, initiate an action for possession or`otherwise;.dispossess any tenants, users or occupiers of the Mortgaged Property then or thereaftec:iri default in the payment of arty rent or other d~arge for the use thereof, and any tenants `or, other users or occupiers whose leasehold estates or rights to use the Mortgaged Properly are subordinatei~to the Oren of this Mortgage and.Security Agreement, whether or not any such tenant, user or~occupier is so in default; and Mortgagor for all such purposes. ff Mortgagor remains in possession. after demand by Mortgagee far surrender of possessbn of the Mortgaged Property, such continued possession by Mortgagor shaft be as tenant of Mortgagee, and Mortgagor agrees to pay monthly in advance ,to Mortgagee such rent for the Mortgaged Property so occupied as Mortgagee may demand, and in default of so doing, 111orfgagor may also be dispossessed by summary, proceedings or otherwise. In case of the appointr»errt of a receiver of the rents, the foregoing agriaer•r~ent of Mortgagor to pay rent shall inure to the benefit of such receiver, Mortgagof irrevocably authorizes .and empowers any attorney of record, or the prothonotary, Clerk or similar officer, of arty court In the Commonwealth of Pennsylvania or elsewhere; .es',aftoiney far Mortgagor, as vueli as for the persons claiming under, by or through Mortgagor, to:sign an agre8merrt for er~tering therein an appropriate amicable adios in ejectment #or possession of the Mortgaged Property(withoutths necessity offlfrng any bond and without arty stay ofexecirtion or appeal) against Mortgagor and aB persons claiming under, by or through Mortgagor, and therein "confess judgment far the r+ecov~ery by Mortgagee of possession of the Mortgaged Property forwllich this irtstrumerlt (or a copy thereof verified byaffidavit) shall be a sufficient warrant; - 1'0 - Jul 07 10 11:19p, j.oyce;;,shuman 717-567-3324 p. 14 yfieriBt~poR 8 writ of possession of the Mortgaged Property may be issued forthwith, without any PriQrvrsit or proceeding whatsoever, tvlo-tgagor hereby releasing and agreeing in reuse Mortgagee and any such attomeyfrom all procedural 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 Mortgagee shall have filed in such action an affidavit mach on Mortgagee's behalf setting forth the facts necessary to authorize the entry of such judgment according #o the terms of this instruments, of which facts such affidavit shag be prima facie evidenoa_ It is hereby expressly ag reed that If for any reason after any such action has been commenced, the same shah be discontinued, marked satisfred of record or be terminated, or possession of the Mortgaged Property remain; in or be stored to Mortgagor or anyone darning under, by or through Mortgagor, Mortgagee may, whenever and as often as Mortgagee shalt have the right to take possession again of the Mortgaged Property, bring one or more further amicable adlons in the manner hereinbefore set forth ~to recover possession of the Mortgaged Property and to confess judgment therein as hereinabove provided, and the authortty and power above given to any such attorney shalt extend ~ all such further artticable actions in ejectment and confession of Judgment therein as hereinabove provided whether before a after an action of mortgage foreclosure is brought or other proceedings in execx~tion are instituted upon this Mortgage and Security Agreement or the Note, and after Judgment thereart or therein and after a judicial sale of the Mortgaged Property. e. With orwitho~ taking possession of the Mortgaged Property, Mortgagee may collect and feceive. alt the Income and Rents and, after deducting the cost of all alterations, improvements,,repairs. completion, partial completion, operation, sale, rental, (easing commissions and charges, including, but rwt linuted to, course! fees, incurred by Mortgatigse, apply the net income to the sums: -secured hereby in such manner as Mortgagee in its distxetion shah determine. Mortgagee shall_be.iiable to account orr>fy far the Income and Rents actually received. . ~ f. If Mortgagee shall so sled, Mortgagor shall not resist ar contest, but shag join in any petftioii to ;any court by Mortgagee for the appointment of a receiver or receivers of the Mortgaged ,Property or any part thereof, _and of al .the Income and Rents therefrom, with such powers as the . cq}rrt making such appointment shall confer, and Mortgagor hereby appoirrts Mortgagee'a#torrtey=in-fad of Mor~gagarfor al! such purposes. g: . " All deposits held in connection with the rental, lease, ficerise or use of space or other facl~ties, on.ttre Mortgaged Properly at the time of the occurrence of such Event of Default, all in#erest of.,Moctgagor,irt;oll pr+~niums for, or dividends upon, any insurance for the Mortgaged Property, and alt refunds or rebates of taxes and assessments upon the Mortgaged Property, are hereby assigned to. Mortgagee as further security for ii>8 payment of the Aggregate Debt during the continuance of any. such event or defaWt_ h. To the extent now or hereafter permitted by taw and subject to such grace periods and notice requirements thereby imposed, Mortgagee may cause a judicial safe of the Mortgaged` Property 'in accordance with this subparagraph (h). Such sale may be made without demand on 1~Sortgagar at the time and place fixed in the notice of such sale, and such sale maybe of the Mortgaged Property as a whole or iri separate lots, and in such order as Mortgagee may determine, at public: audios to the highest bidder for cash in lawful money of the United States, payable at fime of sale. Such sale of the Mortgaged Property may be postponed by pubic annourroement at the time .and place of safe, and may be further postponed from time to time thereafter by public arxrouncement at the time fixed by the preceding postponement. Arty person or entity, inciudirig; Mortgagee, may purchase at such sale. After deducting all costs, fees, and expenses` of fiAortgagee,, including cost of evidence of title in connection with such safe, the proceeds of sale`shali lie applied th payment of the Aggregate Debt. The Mortgaged Property may -11- Jul 07 10 11:19p jo;yce Shuman 717-567-3324 p. 15 6e sold'as`aforiasafd either.before, after, or during the pendency of any proceedings for me enforc~emettf ;of Efts provisions of this Mortgage and Securffy Agreement, and sucr, power and rigtrr of sale shalt not'tie affected by any entry hereunder, or by the exercise of any other rift, remedy or power with respect to the er~forc~ement of the provisions of any of the Loan Documents or the collegian of the amount of the Aggregate Debt. The provisions of this subparagraph {h) are not intended to and shalt not adversely affect Mortgagee's rights to conduct a nonjudicial sale of such portions of the Mortgaged Pr~erty as constitute personal property. "r. Mortgagee may exercise such rights as may be available to a secured party under the Un~fgrm. Commercial Code, inducting the rightto seal arotherwise dispose of any per,~onal property irrciudei . in the Mortgaged Property at one or more pubic or private sales without advertisemerpf .or notice except as requir~l by law (rt being and®rstood that notice of arty intended public or prii/abe sale or other disposition shall be deemed to have been reasonably made if delivered or mailed, pos#age prepaid, to Mortgagor at the address of Mortgagor maintained with the records of Morf`yag~ee`at least frfteen (15}days prior to the date of public sate or the date after which the private sale, ar other d~posfion is to be consummated). j. Mortgagee shag have the right tv set off alt or any part of any amount due by Mortgagor th Mortgagee under the Note, this Mortgage or otherwise, against any indebtedness, liabilities or obligations owing by Mortgagee for any reason and in any capacity to Morfggagor with respect to-.the Mortgaged Property, Inciudrng any obligation to disburse to Mortgagor orits designee arry funds.or other,property on deposit with or otherwise in the possession, control or custody of Mortgagee. „ , f 9. Remedies Cumulative etc. a.: No :right or remedy conferred upon or neservedto Mortgagee under any of the Loan Documen#s'or with respect to any Collateral, or now or hereafter exlsffng at law or in equity or by statute or other legislative. enactrn~nt,. is intended to be exclusive of any other such right or remedy and each,and every such right or remedy shall be cumulative and concurrent, and shall be pursued separ'ey,,concurrenih+> suc~snrely or otherwise, at the sole discretion of Mortgagee, and snail not be exhausted by any one exercise thereof but may be exercised as often as occasion therefor shall occur, tVo act of Mortgagee shalt be deemed or construed as an election to proceed under anyone such right or. remedy to the exclusion of any other such right or remedy; furthermore, each such right-or remedy'of Mortgagee shall be separate, d istinct and cumulative and none shelf be given effect to;the `.exclusion of any other. Tire failure th exercise or delay in exercising any such right or renfeiiy, ar"the failure to Insist upon strict performance of any term of any of the Loan Documents, shad not be cortstn.red as a waiver or release a# the same, or of any Event of Default thereunder,., or of arryabligatlon or liability of Mortgagor thereunder. ,p Th@,recovery of any judgm®nt by Mortgagee or the levy of execution under any judgment upon the Mortgaged Property shall not. affect in any manner, or to any extent, the lien of this Mortgage ;arid Security Agreement upon tt~e Mortc~ged Property, or any security interest in any other Copaterat, or any rights, remedies or powers of Mortgagee under any of the Loan Documents orwith r~espegto any Collateral, but such fan and such security interestand such rights, remedies and powers of Mortgagee shall corrtinue urr>rmpaired as before. Further, the entry of any judgment by Mortgagee shalt not affect in any way the in~r+est payable hereunder or under arty of the other Loam ;Documents on any amourrts due to Mortgagee, but interest shall continue to accrue on such amountat the rate provided in the Note after the entry of any judgment and c~rttinuing until slfstributiort of;ttie prrocaeds' of any. St~riffs sale. _12_ Jul 07 10 11:20p: °;j.o.yce, Shuman 717-567-3324 p. 16 G ll~ortgagor .hereby waives presentmer>f, demand, notice of nonpayment, pt~fBSf, J1ptIC@.Of pttif@Sf tN OfhCJ' notice dishonor, and any and a1J other notices in connectFon with any default irr the payment of, or any enforcement of the payment of, the gggregate Debt. To the extent permitted by law, Mor~agor waives the right to any stay of execution and the benefd of aA exemption laws now or hereinafter in effect. d:. ' ~ Mol~gagor agrees that Mortgagee may release, compromise, forbear with rasped to, waive, suspend, extend or renew any of the Perms of the Laan Documents (and Mortgagor hereby waives any notice of any of the foregoing), arxi that the Laan Documents may tie amended, supplemented or modified by Mafgagee and the other siglr~atory parties and the Mortgagee, may resort to any Collateral in such order and manner as it may think fit, or accept the assignment, substitution; sxdrange ar pledge of any other collateral in place of, or release for such consideration, or none, as it-may require, all or any portion of any Collateral, without in any way affecting thevaiidity of its lien overar other security inrterest in the remainder of any such Cotlateraf (or the priority: tttereot or file position of any suhordinate holder of any lien or other security interest with respect thereto); end any adian taken by Mortgagee pursuant to any of the far~egoing shall in no way be construed as a waiver or release of any right or remedy of Mortgagee, ar of any event of default, or of any liability or obligation of Mortgagor, under any of the Loan Documents. e. To the extent permitted by law, Mortgagor shall not at any time insist upon, or plead, a in any mannerwhateverdalm or talcs any benefit or advantage of any stay or extension ar m~atorium law, or any exemption from execution or sale of the Mortgaged Property, wherever enacted, now .or'at any.. time hereafter in force, .which may affect the covenants and terms of performance of t171s I~Aortgage and Security Agreement, nor claim, take, or insist upon any benefit or advantage of :any,.lavir now- or hereafter in force providing fa the valuation or appraisal of the Mortgaged Property, prior to any sale of any of Martlgagors irrter~esttherein; nor, after any such sale or sates, claim or exercise crag right under any statute fierebofore orhereafter enacted to redeem the Premises; ;so gold or any- part thereof, and Mortgagor hereby expressly waives all benefit ar advantage of anY such law qr laws, and covenants not to hinder, daisy, or impede the execution of any power herein granted to Mortgagee but to suffer and permit the executor of every power as though now.suc:~ Paw ortaws had been made ar enacted. Mortgagorfurther waives and releases all procedural enrols,defeds.and imperfections in any prac~edirtig instituted by Mortgagee under any of the Loan 0ocuinerits. f .; : _ Mortgagor; f~ itself and far all persons hereafter daiming through or under it or who may at :any time hereinafter became holders of hens junior to the lien of this Mortgage and Security A~gre9rrent, hereby expressly waives and .releases alt rights to d fired the oroler i n which any of the Mortgaged ~Property'shaif lie sold in the event of any sale or sales pursuan hen;to and to have any of the i4loitgagedPrbpei~jr and/or any other property now or hereafterconstiluting security for the Aggregate Debt marshaled upon any faredosure of this Mortgage and Security agreenesnt or of any other securltl- for any of the Aggregate I?ebt. ~'g, ~ ~, ~' Mortgagor agrees that any action or proceeding against it to enforce the Mortgage. and SecueityAgreement may tie commenced in state or f+edera! court in any county in the Cornmonwealth'ofPennsyl+iania inwhich Mortgagee has an office, and Mortgagor waives personal service of process and agr+hes that a sii-nmons and complaint cammendng an action or proceeding in any such court ~strall be Rn7p8riy ,served and shall confer personal jurisdiction if served by registered`or cert~f`siecl ma~'ttr accordance with the notice provisions set forth herein. 20: Carooratlon F_xlstence and Taxes. Mortgagor shat keep in effect its existence and rights as a carpoatlon under the laws of the Cornmornrrealth of Pennsyhrania during the entire time Jul 07 10 11:20p ~joyce Shuman 717-567-3324 p. 17 that it has any ownership Interest in the Mortgaged Property. Mortgagor shall fife caroms for all applicable taxes with the proper authorities, bureaus or departrrrerits and if shall pay, wren due and payable and before interest or penal#ies are due thereon, all taxes owing by Mortgagorto the United States, to such state of fartnation and to the state in which the fdlortgaged Properly is situated and any political subdivision thereof.. 21. FutureAdvancesforC~tion. Mortgagor shad cause certain construction totake place on the Mortgaged Property with all or part of the loan proceeds pursuant to the loan Agreement under,which i4br#gages is obligated to make future advances to Mortgagor for such purpose; as well as far the other purposes, if any, set forth therein. '('his Mortgage shall secure such future advances acs well .as. all other advances made at the time of dosing pursuant to the Loan Agreement Mor~sgor agrees to observe and perform file terms and condtilons of the Loan Agreement, inckding without bmitation those concerning commencement and completion of construction and payment therefor. 22. Future Advances. Without limiting any other provisions of this Mortgage, this Mortgage shall alsfl secure additional bans hereafter made by Mortgagee to Martga~gor. Each such addfional loan shall he evidenced by a note or other evidenve ar indebtedness idartiifying suci, additional Loan as part of the indebtedness secured i3y this Mortgage. Nothing herein contained shall imply any obligation on the part of Mortgagee th make any such addrdonai loan(s). ff Mortgagor,, sends a written notice to Mortgagee which purporfs to limit the indebtedness secured by this Mortgage smd,to release the obligation of the Mortgagee to make any addifiorrai advances to Mortgagor, .soda notices shall be ineffective as to any future advances made: {i) to enable completion of~the lrrrprovemerrts on the Premises for which the loan was originally made; {n) to Pay takes, assessments, rnanbenanoe urges and insurance premiums; {G) costs incurnad for the protection of the Premises or the lien of this Morl~gagee; {ro).~cpenses incurred by Mortgagee by reason of the default of Mortgagor and (v) any ocher costs incurred by Mortgagor to protect and presence the premises. !t is the intention of the parties hereto that any such advance made by Mortgagee after,any-such notice by Mortgagor shah, be secured by the- lien of this filforgage on the Mortgaged P~perty., 23; ~Envrronrnental Compliance. No pollutant or other toxic or hazardous substance, inciuding_any solid, liquid, gaseous orthermal irritanf or contaminant, inducting smoke, vapor, soot, fumes, acids, ;alkalis, chemicals and waste (inducting materials to be recydect, r~ecxJnditi~ed or reclaimed} hqe teen discharged or shall be discharged, dispersed, released, stored, treated, generated, disposed.-or allowed to escape by Mortgagor, or by airy pn3decessor in interest of Mortgagor, in vibCation of any applicable ernrironmenta! laws, rules or regulatbns now or hereafter in effect Mortgagor„for itself and its sucxessors and assigns, herebya~griBesta defend, indemnify and hold harmless i4brtgagee, its directors, officers, ~P, agents. contractors, subcontractors, licensees, invitees; sucxessars and assigns, from and against any and all daims, demands, judgments; dafnages; actbns, causes of action, injuries, administrative orders, consent agreements and orders, liabitities, penalties, costs, and expenses of any kind whatsoever, past, present and future, fnctucfing,<.rlains arising out of loss of life, injury fA persons, property or business and/or damage to nabutal resources in connection with the activities of Mortgagor or iLs predecessors or successors iii interest ortenants, orthiM parties who have trespassed on its ortheir property, or any of them; vrwhic~ (1) arises out of the actual, alleged or threatened discharge, dispersal, release, storage, tr~eatrner~t,. generaion, disposal or escape or pollutants or other toxic or hazardous substances} rnctuding any solid, liquad, gaseous or thermal irritant or contaminant, inducting smoke, vapor, soot fumes, acids, alkaiiis, chemicals and waste (nduding materials to be recyc#ed, reconditioned .or reciasrred), and (2) arises out of the'actual or alleged use, specification or indusion o€ any producf'~matedal ar process containing chemicals, the faNure th detect the existence or -14- Jul 07 10 11:21p joyce.sFauman 717-567-3324 p. 18 proportion of chemicals in the soil, air, surface water or ground water, orthe performance arfaiiure to perform the abatement of any pollution source or the replacement or removal of any soil, wager, surface water or ground water containing chemicals. Mortgagor, its successors and assigns, sftall bear, pay and: discharge when and as the same become due and payable, any and all such judgments, liabtYties, or claims against Mortgagee unless [Wortgagea is found ordetermirred th have caused such occurrences set forth herein and shalt assume the burclen and expense of defending all suits, administrative proceedings and negotiations of any description with any and art persons, political subdivisions or government agencies arising out of any of the occurrences set forth herein. 24. ' Severabilihr and $~gs gooses. if any provision of this Mortgage is held to be invalid or unehfotreable by a Court of competent jurisd[ctfon, the other provisions of this Mortgage shall remain iri full force and ailed and shat! be Yberally construed im favor of Mortgagee in order to effect the provisions of this fUlortgage. to addition, In no event shat! the rafje of interest under the Note exceed the maximum rate of interest permitted to be dtarged by the applicable law (inducting the choice of law rules} andany interest paid in excess of the permitted rate shall be refunded to Mortgagor. 'Such refund shat be made by application of the excessvre amount of interest paid against any sums outstanding under the Note and shall be applied in such order as Mortgagee may determine (but„ar,y such paymentwlq not be suf~ed to the prepayrrrerrt premium contained in the Mote). ff the excessive amount of interest paid excx3eds ttte sums outstanding under the Note the portion exceeding the said sums outstanding under the Note shall be refunded in cash by Mortgagee. Arty such crediting or refund shag not cure orwaive any default by Mortgagor hereunder or under, tare Nobs. Mwtgagor.agrees, however, that in determining whether or not any Merest payable under ;the Note or:this Mortgage exceeds the highest rate permitted by law, any norr principal payment {except payments specifically stated in the Noteto be'Snberest"}, irx;luuding without limitation. prepayrKre~it premiums and late d'~arges, shall be deemed to the extent permitted bylaw, to bean expense. lee, premium or penalty rather than interest. 25; Coaenant Running frith the Lid. Any act or agreement to be done or pertormed by Mortgagor shelf .tie construed as a covenant running with the land and shalt be binding upon Mortgagorand -its successors and assigns as if they had personalty made such agreement. 26. Cods and. Expenses. l=oltowing the occun~errce of any event of defaulE under any of the Loan.. Doaments, Mortgagor shall; pay upon .demand aY costs and expenses Including reasonable attorneys: fees and all. amounts. paid. io acxoun#ants, real estate brokers and other advisors :emQloyed.,by Mortgagee, and to any contractors for labor and tmaterials), incurred by Mortgagee in tFra exerase of any of i[s rights, remedies or powers under any of the lean Docurnerrts or with r~espect.to any Collateral with respect to such event of default, and any amount thereof not paid promptly.fillowng demand therefor, together with Merest thereon at the rate provided in the Note from the date,of such demand, shall become part of the Aggregate Debt and shall be secured by the lien of thinhAor~gage and Security Agreement. in connection with and as part of the faregorng„in the event That any of the Loan Documents is placed in the hands of any attorney iior the collection of any i3tir».payable.thereunder, Mo~agor egr+ees bo pay attomeys'teesforthe collection of the amount l~rtg claimed under such Loan Documents, as welt as ail costs, disbursements and agowanoes provi~d` by .taw, and the payment of such fees and ~, disbursements and aflowanc~s sirdil also be secured by the lien of this Mortgage and Seatrity ~greerr-ent. Nothing in this par~agrapFi' 26 sf~ag limit the obligation of Mortgagar to pay costs and expenses of Mortgagee for which Mortgagor is' otherwise liable under the Loan Documents. 27 Successors and Assions. This Mortgage and Security Agreerrrent inures to the benefit ~ ll+kirt~agee and .binds Mortgagor, and their respective successors and assigns. Mortgagee may assign or otherwse transfer this Mortgage and SeaarttyAgreement arxlany or al) of Jul 07 10 11:21p 3•joyce Shuman 717-567-3324 p. 19 the Loan Doa~ments fa any other person, and &uch other person shall thereupon become vested with elf of :the benefits in respect thereof granted to Mortgagee herein or otherwise. 2$. `Notices. All notices required to be given to any of the parties hereunder shall be in wrung and shall be deemed to have been sufficiently given for all purposes when presented persona~y #o such party or sent by certfied or registered maN, return recut requested, to such party, in the case of the Mortgagor, to i#s address an ttie Bank's books and records and, in the case of Mortgagee;. at 2796 Ok! Post Road, Harrisburg. Pennsylvania 17110. Such notice shall be deemed to be:given' when received if delivered personally ar two {2) days after the date mailed if sent by,oertified'or'registered mail, return receipt requested. Any notice of any change in such address shall also fie given in the manner set forth above. Whenever the giving of notice is required, khe,giving of such nodes may be waived in writing by the party entitled to receive such notice. 29. - Definitions: Number and Gender. In the event Mortgagor consists of more than one person or entity, the obligations and liabilities hereunder of each afsuch persons and entities shall be joint and several anti the word "Martgago~' shalt mean all or soma or any of them. For purposes afthis Mortgage and SecurityAgraerner~t, thesingularshall bedeemed to indudethe pfurat and the neuter shall be deemed to include the masculine and fieminine, as the context may require. The wards "Loan Agreement,.' "MorfBage and Security Agreement," „Nobs," and "Cosfateral Assignment of Leases," shall include any,supplements to or any amendmerrts of or restatements thereof or " ' rtgaged Property " "improovements " "Appurtananoes," thereto, . The , words "Premises, 'Mo , "Equipment," "Building Equipment,' "Intangibles," "Awards," "Insurance Poiiaes," "Lease," "tnoorrre and Rents," "Accounts Receivable"and "Securfty" shah indude any portion of and additions to the Premises, the Mortgaged, Property, ifie improvements, the Appurtenants, the Equipment, the Binding -Equipment,. the Intangibles, the Awards, the Insurance Policies. the Leases, the Income and Rents, the,~CCaur~ts Reo$ivable and the Secuci#y, respectively. 3Q; ~ Incorporation by Refsnsnce. All of file terms and provisions ofthe Note and the Loan Documents are; hereby incorporated .hen~in by reference. .., ..:, . caP 31._ ,Captions. The tfor~s or heading of the paragraphs of this Mortgage and Security Agreement arefor convenience only and shalt not control or affect the meaning or construction of any of the terms ar provisions of this Mortgage and Securii Agreement. 32. Gdver~ninsi Law. This Mortgage and Security Agreement shall be governed by and construed in .acvordance' with, the laws of the Commonwealth Of Pennsylvania. -16~ Jul 07 10 11:22p' Joyce Shuman 717-567-3324 p. 20 IN WITNESS 11VHEREO~, Mortgagor has exetx~ted this Mortggage and Security Agreement the day and year first above wrrften. ATTEST: ,•~- Title: -. COVE CENTRE, INC. gy_ _ Title: ~ ~`"'~ I he'+eby certify that the address of the within Mortgagee is 2796 Old Post Road, Harrisburg, Pennsylvania 17110. COMMONW LTH OF PEAlNSYLVANiA SS. COUNTY OF ~ ~~ Orr day cs overnber, 20x3, before me, the undersigned officers, personally reef who acknowledged herlhimself to be ~ of C ve Centre, inc_, a Pennsylvania corporation, and that sJhe, as such afticer being authorized so to do, executed the foregoing instrument for the purposes therein contained by signirul the name of the organization by herlhirrtself as such o iN WITNESS WHEREOF, I hereunlo set y nd and official Notary Public =~~" - , ,;,; ,l\F. `~. r~, - ~ ~• . •~ ;~ .t ;: - ~ _ ,~ ~~.'L, t . NOTARIAL SEAL . Cease E Cook, Notary Pub1c Cry o!' Harrisburg, Dauphin County My Commieaion f:xplres Aug. 8, 2000, Jul 07 10 11:22p Joyce Shuman 717-567-3324 p, 21 WI~tDY NL WELFLEY PERRY COU~I'I'~ RECORDER OF DEEDS EBSt MS~TI New Bloont8eld, PQanfa.17U68 (71'7} 582-2231 Recorded On 11!30/2007' At 3:08:03 PM '' Iastrameet Type -MORTGAGE Ynvoltx Nen~er - 6SZb4 '~ Mortgagor -COVE CE3VTRE INC ' Niortgag~ ~ COASII'I[Y1v1TY BANKS * Cos6omer - C011~MUI~TTIy BANKS * Ffss sTa~s wztt~ r~ $o . so Jcs/accass ~o ~vsTaca $so.oo IBG 'p'SgS .. $27.00 Rffi[ Off' 7iB'8D~ ~o~-st~ sovsnar~ ~xo . 00 oov~r Aiicazvas. i~ $2 . o0 xaco~a~s ai~zvss ~ ~o. sa To ooznar~r RB(:ORD$R I~R441s~s $2.5Q z~ -- To oars TOTAL PAID $52.b0 tAl$1'17RND000D+IENT TO- COIKMCJNiTy SBTTLEMSNT 7ffi F1F7H AVE 3CTFi'L S PA 1T~EY1 • Total Pages -1Z This is a c~r6tHcatfon page DO 1~TUT DETACH Tlds page is noW part of tluis Iegal docamoni. I hereby CERT[i+'Y that ileta doca~tt #s recorded fa t&e tleeou+der of Deeds Oltlce of Perry Cody, PcmtayIvanls~. ~~. P.O. Z23 Ne1v BbomSdd, PA 17068 lastnaeest Nsa~er: Z4d?10993 . ~.M~12122~~ ~ , .. .`. ~~~ ~~~ ..,...._...M ,.~ ' - Infara deu~ated by as aederlek ~rijcd~ r~ t!e varl&~oo proeea as1 mq nat t+~ oan tlde pp~e. I ~M~~~~®~~I~ +~"` ~ < ~, , ,ij ~ ,^) t f/ Jul 07 10 11:23p jo~ce Shuman 717-567-3324 p.22 PREPARED Erlf: Bud Gtay.lr.. CanrmedtyBasirs. 380 Etrst Purr Drive, Ermle, PA 17026. 1777) 908-0650 WH11N RECORDI~ MAIL TO: Perauboro tarerroas 3911 East Pemr Drive eerie, Pa t7o2s c7rn sfrs-06so PARCEL 1DENTIFlCAT101+! NUMBER: z~o.~sao2-oze.oao ~ aecol:b~~s unit 911 .OPEN - E11ID CONSTRUCTION MORTt3A{3E THlS MORTGAGE SECURES ~IfTURE ADVANCES MAXIMUM LIHV. The ixlpaid principal batance of advencae exdustt+e of hitersst and unpaid batlaznces of advat>cee acid other exbenslone of credit, seclaad by the Mortgage made far the paynterit of texea, asseasmetits, mehttenenca t~ergea, Insurance premflatis and costs incurred for the protsctblt of, the mortgaged premises sha0 not exoead at eery orrs three i200,Q00.00. Amount. Secuiad Hereby: ~200,OOOAO 7HlS MORTtiA(iE dated Octd~er 17. x007, is made end executed between Covs Centre, Inc., whose edd~ess'~Is 1617 State Rand. Dunaeraton, PA 17020 tttriarrsd to below ea 'Qrantar'} and CommtlaltyBatrlcs, whose address Is 390 East Penn Dfire, Fade. PA 77025 (referred to below as 'L~fide'"}. QRAi117 t1F' MQRTLiADE For vsluelde e~trldsratloa, GYartLa gretrts, bargains, ae6s, rxin+reYs, assigns, trar:sfsra, releases, cottftrru acrd mortgagee m Lertder ail of Qrsntor's right, lido. and ktterast M and m the foNowLtg described real PropertY.~~gaiher.wltlt sp. aodslirrg or sttbsegwntly ereCOSd or affomd btridlings„ Improvements errd Rxuaesr ail 4t<sata, lanes;::''aGsys" ' arrd ways; all easernertta, rights of way, slI flbertiea, prM'legss, tenerrrarke, heredkarFrbnts,°aerd apprirLarrences thererrrrm belonging or anywtss made appurLSnent Itsr.atter, acrd the revetidarrs and rarselrtdars whh reePaot thereon: ell warn ,water rights, watnrmrueas and dlEctr ri~tts (;mindirfp stunk in sees wkh ditch tx irrigation rights); and ag other rights, rayaltlea, and prafiW roiatltt~ to the real p wklrovt 6mltation eU mireemis, oil." per, rani and ahriilar matters. (the 'Baal Propertyl located Parry County. Comrnutiwaeftit of ~~~sySvntie: Rea[ estate and bnproremars>Cs 1acaLsd at 1677 State Road, Dtareanrton, Tawrishtp of Palm, Per County, Penrisghranle. trwre pertl~descrHred as the aalne prendsea whtrh m A. Flohrsr and CoAsen F. Rohrer. hu and wife. by Dsed dated August 18, 2003, recorded In the OfHca of the Recorder of Daads In and for Petry County PennsyhranFlt, as inetumeli! No. 2003'i115t, granted end imrnrsyad tmm Cove Carltra, Ina.; Orarrtoc herein. The Real Proppstty pr Iti addrsse Is cot~enonly known as 7617 State Rosd. Dunoanratr, PA 17020. Tlie ReiCPtoparty parcel Iderrdfkstltut mlrnber k 210.734.02-029.0. DrarrDOr preaerrtlY:.espgres to Lander alI of Ctraetor's rtglrt, title, and lrtlerest In and to a9 praserd and hr!<ae iseaee of the Property acid sU~AesrDg frore rice Property. kr addiLOry Grantor grerrts to tarrdar a Uniform Corturroroiel Code security irrDSrest in the Peisortal Pmipsrty and Rents. THIS MORTQat~E, eI(f,Xi1D@!O THE ASBDC~NISAENT OF REN7S'AND 7'FE ~JEii7'Y 1NT~T IN 7'Fi>? RH1T8 Allq PHiStlarAL PAOG~Eti'1f, is dNt3t t'0 9ECUFrE U1i I+AY[r1~FT OF T~ DYD~i'rr3DtY68S aYD lal P6iPON1rlANtrE OF eialnr arlo at>.anoxs tntDat THE NOTE >R THE owowai. rrllrlt~aL aalotultT of azoaooooo, TFrE REI.aTEn oatxl>OatTS;;aulD nee asti~trcratw. THIS IYIORTtf11AE rs Glv9i AIID aCCS~'rED our THE FUi1t)weile T1Stlfiis: ~,3 , Jul 07 10 11:23p: j;o~ce Shuman 717-567-3324 p. 23 MORTQAaE Lofsrt Na_ 901026'[2'1 {Cof>ltlnut~ctl Rage 2 PAYMF]I[T AND _PERFO1pYfANCE_ Except as otherwise proyitled kro finis lutortgsgs, Orentor ahoy pay Lo Lender ep amounts asctrreri; try than hforteage as they ber:oma due and shall strictly perlfotnt eM of Gra¢ttor"s abligatfotes under this t~Arxtgnge. CONSTAtlUCTlUN;JMOATOAQE This hAortQsge Ee a '~ ' for the purpoass of Sactlorrs 9334 and 2A3O9 of ilea firdfonte Commeraiat Code, ae tfroose tscttore have bear adopted bit ~ Caregrtartrreahh of Pbrarosykrerie. PO88Ei+SIt7N AHD. AdA]liTQ1AMICE_ OF Tl~ PRDP91'T7. t3reretor apexes that Cirarrtar'e possssetore and rrae of the Property rrhaR; tie. end by the followirp provtsicns: Poseas.far and`Usi, lktW the ooourranca of an Event of i?efaui4 t3rsrrtor may if} ramatn fi possession end rsoWtrol of.the Property; Ill rase. operate or Weanape the Property; and i3F ootlect the Berets from the Property. Doty te•.11Relritsl~., t3ranmor shell, mtdrttsitt else Property in tereertsbte carrdit~n and prarnptly perform sp repairs. rapTeoenesrte, asx) ms}rrtetwax necessary to preserve its value. CompBreme 1+Yfth Eanrironsroertef laws. Grerrtor reprassttts and warrants bQ Lander they Ii! During t#ee period of Grantor's ovvrrership of the Property. there has tremro rro rose. genaratlor% matwfantrae, storage, 1TestfneWa, deposal, rslaeee ar threatstesd tsleaae of grey Hazmdous 5ut~rns by any person on, under, shout ar from the Property; iT~ Grantor hoe no fmowladge ot, or reason m bs[Eeve that there has beers, as previously d3ecloaed to aril acknowkedgad b7 Lender in wrhinp, let any breach or vlaJetlon of any Environmermd LatAts, ib! any use. Qararatian, maWUteottre, etoraps, treetrserrt, diaposai, rptaesa or throeterred release of areir Hazsrdcue Srrbatenca on, under. about or from flea Property by any prior owners or oocapartts of the Property, or Ic! arry actual or threatened Gtigatlon or clams of any kind by arty parson relating m ttuoh rsstmrs; and (3) Eeocept ae pravioctsy diecloasd io and actnowledpad by Larder In vrritkep, (a! Waffler Granmr teor any tmtatrt. dorrtractor, epetrt or outer atrtttortzed aeon of the Property ahaN use, geWersta, manufacture, store, treat: dlsp~om of or raiease any Hazardous Subetaraoe an, under. about or from the Property; errd ib! aeroy atrch activity shall be t~ndtrcted br aorrrrpllence with ell aAPlir~ble tederd, alma, and local laws, regutaZFons and ordinarrcea, bx:luding vrititaul lierroitatlon eIf Einrirorgrrerrtel Lawn., G'artta; attttwrb:ea Lender era! Pte ageraa m ertsr upon the Property to make such irnpections end tests. at Qrantor's aocpanse. eg tender map deem appropriab is demrmlree ooerep6ttnoe of the Property w1tEe.ifiie•aectlort of Oroo NEortgtrge. Arty iron or fssts roads by Lander ahoy be far Larder's pro'T only end efteg nof: bb ccxetrued m treats any reeporre~ty « Ifsb6ily or the part of Lender m Greertor a to arty other person. Tie repiweritadarm end warrar-Uee corrtekred herein era based ore Grantor's due diligence in kevee#]gating Lire Prnperty for Hazardous 5r~anoas. GrsrROr hereby Ii) refeesea rcd wahres any fuaae ck+drrrs apalnat l:ender"far:hedsmrrhy or ~tr~rdmr Ee the avettt (irentor 6acomes lhbb for dearsup ar othm wsos trrdar any ouch laws;-and• S2} aprsea m irdeuptify, defend, and hold hartnlsee Lender apektst any end ail claims, losses, Tisbtfldes, damages, psrmlttsa, and expnese which Larxfar entry diroatly or irdieotly tresstekro or suitor resulting from a breech of ~4f3s• sat:sion t>f the triortgaps or as a consegtrar>ce o! any use, permratiat, manrrfactttre, amrage, diapceal 'release or threatened release octitrrrinp prior fa Grantor's rnwrerehip ar kttereet Lro the Property, whether ar not Ors"sler-e coax or tdtould boos been krtawW to Grantor. The ptovieisas of this saotltm of the Mortgage. inclriding the obllQalion is indemnify and defend, shell survive Oros paymnrrt of the liulsbtednass and rte aafislactiort acrd reC4nveyanpb of the Qere of tfife Mortgage Bred shag not be slfecaed by tender's aogtt4tirlon of any irsterost fi the Prapsrty~ u~heifroar by forsoloettre ar otharwlae. Nt~aeice, Was~a.: Grantor shalt not cause, coreduet or perrrri3 arty ttttie6r>te trot tmrrttrtit. permit, cr suffer arty stHpplWQ'nf or vests an or to the Propwty or arty portion of the Property. tflNtlrout snn(7&fp the genereltty of the foregohrog, Grantor vrfN rmt .remvse, or grant m any other party the right m remove. +n3+ timber. mbzerals ikrchrdkrog olt amt ~s}, coal. c1sY, tarots, tot[. gravel or rock prwfircta wktwrrt teredar's prior written ooneaQtt. [tenwvel of knProvsrsarrta_ Grarrtor shell not deetroYefe or ramous arry improverrrerrts from the Reel Property w@hott! Lender's -prior wtittarr carweret. As a roondidon to the rwnoval of arty Improweesrrm, Leader may raqufrs Grantor tc make arraregaarmtrta eatisiactory m Lender m replace such Improveroems with Impravamerr~ of eR keeat equal vacua. ."• L.eardsr's lUght t4 ~. larder attd lender's agerRs and reprasenLStfvas may ertoar upon ties Real Property st all roeeonabla florae to attend m Lender's 3rrteroets end ~ lrgpect tees Reel Property for prappeas of Grantor's compibnce with ttee`terme arui rxinditiorrs of ibis Martpaga. C~nee whit • ttretsla< Rot~rtanes. Grantor shat promptly comply whh ap laws, tudfnsntea, and ragrdetfons nAw « turraafter in trfhet, of a6 govtmarerttal euthoreties spplicabro to the use « ootxtparrcy of tfia Property. 6rofatA~. without TimltaGoe, the Arnataens 1Nkh Dlsabtpties Att. Ciraretor aiey contrast iro good fahh any wrch.law,.;ordinence, or rsguledon eM withhold corspgerroe durire0 any ptecasd6tg, krrxudhrop sppsopAete appeela, an 1?+tC ss tirsmor has nottbed. Larder 3n writing prior is tfolreg so and so krop ss, In LerdsPa sole aphdan, Larrodar'a tnterriete fi ;the Roperty ors not jeopardized, larder may rstmtre GrarRar m post adequate aacurfty ar a surety bond: nseanrfetdy,aaZistactory to Lroeder, to protect Lsndt3r'a frttaresL Dutyto`Piots"fit.'-Grarrtt>r agrees neftlee to abanelan or Isava te>sttsrtded the Property. Grantor shay dtr ell other acts. In ? m 3httee tlCtb set forth above kt ails sectlare, which from the characDer and uw of tie Property aro Jul 07 10 11:24p ,.joyce.shuman 717-567-3324 ~noar~a~~ Loalt Na: 801025121 (Carrttnuedy Page 3 raasorcabiy necauutary to protect arfd preserve the Property. DUE 0111 SALE - Ctt7MSHlfr BY LHYDZ=R- Lender may, at Lettdefa option, declare ircsttedately due and payable all sums secured by this Mortgage upon the sale ar transfer, without l.ettder's prior writtarr cenaerR, of a9 or arty part of the Heal Property, or airy irrterset in the Reel Property. A 'sale w trermfsr' means the conveyance of Pisa! Property or any right, title or irioorasi`in'tha Feel Property; whether legal, bereeSc}el ar equitable; whether voluruaryr or lrrvatrmtary: whether try outright saia,`desd,insiaBrrlent sage corMract, Isnd cotrtract, corftract i~ deed, Ieseehold interest wilt, a term greater t}swt dues (3) years;? lease-apt}ort cocrtracL or by sale, eaeIgnrnertt, or trsnsler of arty beneficial trtterest in or to eery land trust haidhtg;title,to tlie'Heal Property. or .by arty other method of conveyance of an 6starsat 6t the Read Property. H any Grarttar is a etarporat}nn, partnership or'lirtited &ebiGty company, tra~fer also includes arty change In owrmratt(p of meta than tyirerrcy-fit's percatrt (25%) of the voting etvek, paru+erehip }ntereste or limited Ilabllity company lrrterests, as the case may tie; of btxbh Grantor. However, this optkm shell net be exercised by Lender N such exercise is prohibited by federal Ievv or 61r Pmmaylvenia law. TAXES APID L,l>3~1S. The foQowing provisions relating to the taxes end llerrs an the Property are part of this Mortgage: Pegertent. Grantor steal! pay wlmn due lend In eB e+rents prior to daprxpreney} a taxes, payroll ttuoes, special taxes, aeeesarrsents, mrater charges and sewer service charges levied against of on eccotett of the Property, end sterel{ Pay whtrn due ag daima for work done an ar tar servlees rendered ar materiel turnisloed m t}ee Property. Granter shall maintain rtes Property free of arty parts having priority over or equal m the interest of Lender under th}s Mortgage, except for the F~sting 1rdeMerktea~s referred to In this Mortgage or ttwse llea+e spedficsly agreed To (n wri:}reg by Lender, and. except far the Ben of texas aced asseasmenta not due as 1ta'd'rar specf6ed in the FDgtrt to Contest paragraph: iflatrt to GbrrteeL Grarrtar may wit}dsoM payment of any tax, asseasrnertt, or claim in corxtecliorr whh a good faith dispute aver the obligation in pay, eo tong as Lender's interest In the Property la net joopar~ad. !f s Ran arises ar is fded as; aresutt of noapayrnert, Grantor shall within fifteen (7b) days after flee Ben arises or, if a Tien is fi[ad, within iifiean (1 S) days after Grantor tees ttddGa of the tiling, sectrre the discharge of the lien, a if reyuestad by Lender, deposit; yritft Lender,cmh of a sutticient corporate Barely bond or other security satisfactory to Lander in an arreount sufficient t4 discharge the Bert plus arty costs std attorneys' fees, or otlear charges that could atx:rus as a result of a foredosure or sale trader rtes lies. In any contest, Gtatitor shag defend itself and Lender and ehail satisfy. arty adverse: judgment before entorcersem against the Property. Grerttor shag name Lender as an additions! obliges uttdef;art}i;curety bond famished in Lhe contest proceedfrsgs. Et+Ideriet of Paytrtsnt. Qrantgr shad upon detnarxl ftutrish to Caroler saRisfaatoty e+rideitce of peymeret of the taxes or eneiica sail=shall tli>cltorize the appropriate govertttrtarrta[ official m deliver to Lender at +m1' time a written staietnent nf'the ttlxaa ersd aaeesarnenis ageltiet the trroperiy. Notice af' Grantor shag. nodiy Larder at least flttaett 116} days before any work is commenced, arty services pie _turr!3ehecl, ar airy inatariels are atappSad to the Property, if any machertlc's lien, materlalmen's ben, or other. Geri could be .assailed ort account of:ths work, services, or trrater)eia. t3rerrtor wQ upon request of Lender hrmish to .Lender,advanee esetaarices setistactory to Larrdar that Grartor can end snrr0 pay the cost of such improYr;mettis. PItOP[3iTY. DAMAt31:-'-01i31JR1113CS. The foliowing praviaians relatIrrg to inswing the Property are a pert of this Mortgage:... . Me3eterretia of lristrarroe. Grantor shell procure and nrsUrta&t poEc(es of flee inatrante w)eh standard eoctamted covardga,erdoraemenb on ~a replecemertt basis for the iuB iseeaabis value covering a0 Impravemerrta ors the Flee( Property in"arr,amount atdficisrK to avoid appUcstion of arty cohlsurancs clause, ared wkh a etettdard marLpagea clause fn invorof;[ectder.. Grantor shell e(sa procure and mairrtafn comprehensive general Ba~Gty iraurance !n sash coverage; urrroeuifS'as Lender may regwest with Larder being nerned as addltlonel Ensurecla in such IfabiBty frsacrance poWies. {tdd)tldnelly, t3rst~r shall rrreinta}n such outer inetaerxe, inctudGtg but not Icn[tad to tterard. beroinese irrten^upUon and borer tnsirance es Lender may require. Pollt:im alsa0 be vrAttan try such insurartae Cmnpenies ern! in such farm:68 -may tie nsaeonalely acceptable to Lander. Grantor shall deliver to Lender oettifictrEea of caveraga from .each-inaeuer carRairinp s, stipuia6on that coverage vviB not be carx:elbd or dlministred vvltttoue a rreirdmran of ttdrty i3t7F dat'a' ;prior writtsrt notice Za Larder and trot agnaeht8tg arty drsclalmer of the insurer's fe67Rty for fe9ure to give sw~r tetrtlce, Each )neurarx:e poUcy also shall frrcYtde an artdotaemm~t pravi~rg that covsrafle bl favor of lender vrdl: net be impaired in arty way by arty sat. omisakm a default o! Grantor or arty othw person. Shand the Real Property be:tocated in an area designated by the r of the Federal Emergency fdanegeriierrt Agency as a apedal :flood,tiarm¢ area, [~racitor agroes to obtrlri and maintain Fsderd Flood Irrstranee, if ava8e6ie, for rise fu# uttpaki ptirichlei 6elance.of;the lose erd any prior Ilene on the property securing the loan, up to the aterdtrtum potlay llmits,set under ~e 1Va>iats{:tiood fnsuiattce Program, or as atherwlae roqu}red bif Lender, end to tnaHtah such insurance tar the'tar:n of floe loan. Appit~lon of.iPrpceads.` Gratitaor.shall promptly not[fy Lender of any loss ar damage Zb the Property. Lender may make proof af.Io®a:H Grmttor tape to do so within fifteen [t b) days of the casualty. 1MFeether ar teat Lender's p. 24 Jul 07 10 11:24p Joyce shaman 717-567-3324 p. 25 MORTQAC~E >~ No: 901026121 (Calitinued) ~ 4 seda~iey fa impedred, Lender may, et isMer's election, rer;elve eyed rvtsin the protmeds of any inauranca and apply the proceeds to the radtradon of the lrtdatatedneae, paymerrt of any Itsn afteotlng the Property, or the restoratien and repair of fire Property. tt Lertrbsr elects to apply the praceade to reslaretforr and repair. Grantor eleedl repair or replace the damaged or destroyed Impravemerrta in a manner aatiafeotory m Leader. [.ender shan, upon satlsfacmry proof of each expertdlese, pay or ralrrtbrase Grantor' irate the proceeds for the reasonable coat of repair or restoration g GrarrEOr is rmt in defauh [order this Morlgega. Arty proceeds tr+ttich have not been dieletrraed within 18D days altar tteelr racetpt and which Lerxier hea Trot corttmitted m the repair or rasutratiort of the Property ahaG be used first: m pay any amount owing io lender carder this Mortgapa, throe tc pay aoctued Irttsreat, end the romairtdsr, if atty. sha8 be appikd to the prind~pel batetet:s of rite [nds6tadnaes. H Certtiar holds any proceeds after paymem In lull of the Indebeedrreea,, such proceeds shell be geld >p Grantor as Qrarrtora kttaraata may appear. Cempiiratee tshh try hulebtadnesa. Ourirsg the psrfod in whieit any 6risting Indebtsdrtwa deacrthed ba[ow is in affect, oompnarree with the trearaenca provtaiorea rxtntained in the instresrmnt evidartctng such dreg IndebOednees abet oorrrpNanos tivt8e rtes IrmtaamCS provtaions urdsr this Mortgegei, m the aat6etrt compifarxe whit has oertns of thta Mortgage would txxtsNArfe a duplication of irreurartre raqulremerrt. ff arry protreeda from the irmtsence became paydile on loss, the provtslQrs in ibis Mortgage for dfirfsiort of prooaede shell apply Dray m that portFon of the proceeds not peys6le w the holder of tiro E>osdng indebtedness. tltanmors Report on imirsnoo. Upon request of LaMar, however not trtora then otxe a year, GrarAar shag fturtiaft to Lander a report an each edstkeg potfcy of kvwerxx sbgwir>gr {1l [fie name of taw kuurer; l21 the risks inmtaad; t3l the arnoltrrt of the poky; (4} the property 6ta:rred, the then currant rtrptacemstrt vahaa of such property, acrd the rresrveet of detarttsirdreg [fiat value; end i61 the atgrTration date of the pollayr. Gremor aFueit, upon request of Larder, have an ErdsperderR appraiser satlafaotary to Lender deterndtre the oeatr value repl>scemerrt coat of the 1'raperty. L.~lDF3i`8 DilK3rOt'i11[tEB, d any action or protxedirg ~ comnmrrt:ed that would rreatarireFlY affect Lertder'e kttereaT In the Property or H Grantor Pais m comply with arty provfafort of this Mortgage ar arty Rdsted ilocumarus, indud6tg but not to GrarRbr's leN~ere m eornpty whh any obligation td ttealrrtein Exasinq lydabterkreee In good standng as required belovr, or 'tD dlscftergs a pay when due anry amourtta cirarrtor >e requSrod 7o dieafterrgs or pay trader taus Mortgage or any Retatsd Doctattettts, Lander on .Grantor's behaN may lbut shat not be o6~gated tnj take any actlon that Lender deems appropriate„ kfclt~ttg but not [;rotted m Asahargitg m paying ep fazes, Harts, security intsreste, erwxmthrertoas artd ~ other rdaims, at any tkne isvied or placed on the Propam acre PaYk+9 an cost. for insuring, rttahttalr><ng' end praaerving the Property. All suolt axperrtizuree incurred or paid by Lwttier for sari[ purposes wil titan bear hrtareat at the rate chtuged tuner the Nate horn the date itretarsd or paid by Lender m the data of rttpsymarnt by Grantor. Ai acrc{~ expenoes wN tteeane a part of the Indebted<ts:a and, Bt Lender's opt~n, wg! IN be payable on derruntd: (Bi be added to 8-e bela<tcs of the Note and be apportioned attmrrp and be payable with arty ittstadtnerti paynrerrte to foacars~e:due durbtg eitFtar ;t} the harm of any eppilcabls Lmrrartce policy; or !2} the temelnktg tarrn of the Note: or (L7 ~be [leafed ae a balloon payment which [curl be due and peya0ls at the Note'a rnatttrlty. Tire Mortgage abo w!i aecrae peyrnent of tlteew amounrts. Stash right shell be in addition to all other ~ and r'arriedles >b rvfiich lender maY Us sr-Eded uporf [)steal[ Cyranlor's obRgertlont to Lender for all such exparmas ahd survive the entry of any ~~• ' W1IRRANTY; I?Etq OF 77TLE. The fcilorwing pscvbbons relating to owrtetshtp of the Proparq- are a pert of this EAor>~: Tills. Greritnr wanartrts thaC isi Grardor holds good and cterkatsbie dtla of raootd m the Property in fee elrnPle, free and clear of ell liens end wteuerixstuade other then those set forth ar rim Rawl Property dsediption or in [lee 6dstbrg lrsde8tedrnas section below tx In arty title inwaanca paltry, title report, tar ikral title opGeiort isatred b favor oi, and accepted by, Lender in eantmctitm with lhts RAortgsge, end 1601 flrartEor has rite fug tight, power. and atdhority to axecula and deriver this tt~age to tender. Oaiertea of T1tls, titn6isoL to the eotcafsttttn in the paragraph shave. t4ratrtor wrnrama end wits forever defend the tills to the PtapartY aQeirmt the law-iti cta6as of aQ peraors. >n the event arty soften or ptrnseding is camtrrmresd that gtresticera Grsrnor's title or the kttereat of Lender ut>der this Mortgaps, Grantor abet delayed the azttert rR t3rtantor's azQenee. Grerttor may be the ttwrtittii party bt ouch proceeding, bttt Lander obeli be erttttlad to Re~PMe' 6r the proneeding end m tae repreeerstgd in the gtocear$ng hI' eetatssl of l.o>der's own cfeolas. Bred QraleODr wtN dsNvsr, or cause to ire deivarad, to Lentlsr atsclt frtsL'ttrrmnrts e$ gender may request frern time tD tines to permit, aticir ptlrtidpation. iMlh, Lrnvs. L~rarRor warrar-ts that rtes Property acrd Orarrtor'a ass o7 the Propetty cornpeae evfth all existing appicebie lrws, ordinances, attd regtriedorm of govertsrrental autlroritlss. Stmrlatd sf itaprrtiotet turd WsnarttNs. AU rep[asar-tadcna, warrarttlee, end made by Grmttor M this Mo~aae eimi atavivs the execution eM delhreny of thh Meetgage. shd Ixi txartdromtg En nature, and shag rarrtaitt in fun fort:a ertd efbac~t tad! such t6rta art Grantor's IMebtadnase ahd! be paid >n full. EXltfl'IfMt# WD~Kf'1~IE~98. T!re 4allowin8 proviedorm oorecarnierg Fxiaffig Indebtedrtesa are s part of this Mortgage: Jul 07 10 11:25p jo~ce shaman t.aan Na: ~0'I025127 MORTGAGE 4Continued} 717-567-3324 ~s IErdatlno Llsn. The tier of this Martgega seeming the IrdehRedness roar b. secondary and urfariar to an ardathrg lien. Gnrrrtor expressly covareMa end apiraes m pay, or sea to the payment of, the 6ciathig Irvlebtednasa and m prevent any default on such [tdatxadneae, arty default under lire Gtstnunerrpt evidsnclrrg such lrrdsbfedrresa, ar any dafatdt under any sectrlty dacamettsa for such irdebtadrtesa. Ha Mod~etlon. Grantor chap not setter into any agreerrrsnt with the imidar of arty morteeps or other sectatty aip'eernerQ which hea priority ovx this Mortgage by whldr Ittat agreemert is moelifisd, amended, errtarsdad, or renewed wttfroert the prior written oanterR of Lander. Grantor shall mftirsr request rwr accept any suture adrertces urxfar etry such ereaurity agresnrent whtewt the prior written conaerri of Lender. CxiNDBatNA7TON. The iapowbrg provlatoru ratatinp to aandemnatlon proeeadirgs are a part of thEa Mortgage: Praos~irt~. tf any procsedi<tp in condemnation is feed, Granter she![ promptly notify Candor in writing, and Qrarrtor shop promptly take sash steps as :may be neaeasery m defeerd lire eetlort and obtain the award. Grarroor may be the namieaE party in atrch proceeding, tart lender chap be sntided to pertic~ate in the proceeding attd to be represented in the pracsad<rp by oourueE of its own choice, and Grartor wiA dspver or cause to tra delivered m Lender such inatrwrtettts and dauar>entatlon ea may be requested by Lender from tune to time to permit ertu:h perticlpetlan. AppEoeflart of Ha! Proessds. If all or say part of Lhe [i»perty is aandanrnsd by endnert domain pracee~ngs or try any pracaeding or purchase in 11au of aondemmnation, Larder may at Eta elsodon req~ra that 8p or any partlorr of the net proceeds of., the award be app6ad to the hrdetstsdneaa or the repetr or resrorarion at the l'ropsrty. The net proceeds ai she award strap mean the award after payment of ap eetttal costa, axpertaes, and aimrrreys' fees Fncuarrad by Lrerder in conneetion with the ~. tp6P081710N faF TAXES. !~S AND CifARGtt~ BY ~DVBtAlt4lt?p17AL AUTHDAI7'IF&. The 1oC(owing provis[orm relailrrg m govemme~uaf tazea,.teas arxf ahergss are a part of this Martgege: C+icnstt! ~Tszis Fees and. Chrgea• Upon request by I.artdor. Grantor snap srcecuta such docaasrerrte in addltlon m this NFOrQgage and tabs vrteatever other action is requested by Larder m perteot and cnret6rtra LarYBera pan on the Real Property. Orerrwr shag raimburss [ender tar ap taxes, as described below, to0etfnsr wllh ail expenses Instated In recordhtg, PaKactlrrg or,corttinuheg lids Mbrtge8e4 irtcludittg without pntlredon alt taxes, less, dactxtantary sue, acrd outer atrarpss for renordstg ar regiaeeritp ails i4toriaags. Tastes. Zkes'fotlowing chap. txrrte taxes in which this eoeatlan apppes: {1! a specgic tax upon this type of Mottgage'or upon aU ar arty pare of the lerdsbttxirteas secured by this [fAAortgepe: {x1 a apedfla tax orr arentar whk*r Oraertor is autfxrrizad ar required to deduct from payererefs an the Mdtrh2edrtess secured by this type of Mortgage; ;3} a tax on Zfde typo of M{or~aga ohargsable agahtat the Lender or the holder of the Nola: and {4i a apeeifie tsx`on ail or any portion at ftra kdebtsdreess or an payrperrta ad pr6tclpel and interest made bil Grantor. Subpgrearrt"Faxes: it any tax m vrMch rids aeadon ig snac7ad subesquaex m the date of this Mortgage, this avast shell have the same effect es an Evan! of Default, and Lender may erosrdsa stay ar e0 a! its available rerteadbs for an Event of Default as provided below anises Graretof either {1I pays the tax before h becomes depnquert, or {2! tits tax ea provided above in firs Tetras and Liam aeadon and depoa[ts whh Lander cash ar a`aufliQiaot tarparata ~Y band or other security estiaMotary to Lender. SECIJpITY Alit'; FUTANf~IQ STATL7Y¢pYTB. Tire following provielarw relating m this Nbrglaga as a security agreemer~t.ane s Peat of fhb Mortgage: Sawrltjr' A>pssrCant. 7tda [natrranexrt chap oorradhrts a Security Agrsemerrt to [tie extant arty of the Properly iixG~ree, and lnrrder shalt have ail of the flgtrta of a secraed party order fire tJnifarrrr Commercial Coda ad am@ntted from titre tc tkne. SacuM~r H4reieiti ~Upan iequmst try Lender. Grantor shall take whatever action ie requested by Lander tin perfsot and' cantLixre Lertder~ seciKity lrrtereat in the tterrts and Personal Property. In addition tv reaordrgl Shia lr9cragape In the'mef>prop~rfy records, [.ender trtay, at arty tbtta and whitaut further autttorizetlon from Grmetor, fps executed aocittprpp~ts, copies ar reproduatiotre at ttris MatOgsge ea • tlnarx:ing statement. t3rerxor shop reimburse Lander fur ap,,ex~ensee ;irictrrred in perfecting ar aorttfiuf<rp thEt security interest. Upon default. Qrermor shag not rornwa, es++sr m. det~c~;'the Paraorel i'roperty Iran the ProPeRY_ l,iprur default, Granmr shag aaaembls any Personal Property list aftbaed to tlee Property in a nreiarsr mid ar a place raasonahy twrruenisrrt to Grentot and Lender and make" It ,evaiEabk to Lender within ttrree {3) days after receipt of written demand front Lender to the ertberrt permittt®d,tiy epppcebie lave. Addraaa.r.. Tree rna{pr>p eddrosgea of Grarttgr (debtor) and Lerafer iaecured pertyJ from which krfornation aorrosr~ng rise' security Errtererst granted try this luortyege rrrai- ba ehtekted teach m required by the llnitorm Corrimerciai Gc¢e!-are as stated an the first page of this Mortgage. I~1RTHrA : ADDfTiO{ilAi. A[fTH(JltRATi011S. The fopaw~g provisions relating tD further essurarrcm and addltbnd atrdartratkrns.are a,perl of this C+AcrtgaQa: p. 26 Jul 07 10 11:26p Joyce Shuman 717-567-3324 p. 27 _. MORTGAC,iE [.serf No: 90'1025121 tCanttrat8d) Page B i+artlrea At arty titns, end from time to tirrte, upon tegtrbat o! Lander, Grantor w01 make, e~txma and dayver, ar wfb cause in txa made, eoceatited or datlwered, to Laetder a m lender's deefgrsee, aced when requettid by Lender, cause. t~ Txa flied, recordad, raffled, or reieoordsd, as the ease may be, et sash tNnas and In such ofC~ces and places as Lsttdar may deem apixoprteta, any and alt evolt mortgages, deeds of trust, security deeds, escraky agr+aerrrents. 1~irtg arerarttetrta. amffirrtretian atnlemsrtta, Inatrtarterrta of 4trrtiter asatserme, cartiltcatea. and otfser ~ as may, in the sofa aplalon of Lsatder, be narmasary or desirable in onlar to eilectuate, complete. parleaL corrtinue, or presetye tll C~rarttor's obligations under the Noto, fiefs and. {~y She ~ mad aeattrity ittaresta crusted ~ and the Related owned ar hereafoar by t}~ ~° as the Property, whether now eaquired try t3rarrtor. Urdete prohbited b1r iasv or Lersder agrees m the Y to writing, Grenmr shah relmtturae Lender for eti costs and aocpertsae incurred in conrrectton with the matters referred to in the parsgraph. Addlgonel AutharleaNona. ff Qrantor fe6e m tlo any of the thirtps refanad to in Ilse preaeddeg Paragraph, lender met/ do so for- ertd in the narrb of t3rarmx aced st Grenwr's expanse. For such pcaposas, Grttator fsareby irresrorahfy aulhor6res Lender m stake. execute. detfvar, ids. record sad do ap ether tldaga es mry be rrecaseaty or desirable, !n `Lender's sole pptnbrt, to acoomp4ah the matters referred is in the prarsedlrrg P~BrePF-. k ie sasdetstoad Zltat notte6tg Bart iwtlr herein elwll require lender to talcs any such actions. Wf1 PEAPDR1MApCE, it Orarttor pays ell the ha3ebtedrresa whets due, end adtervsrise partamrta aq the obligaticne iatpoeed upon <3rerttor under tfsta Mortgage, Lender ahsQ execute srrd deliver to C3rsMOr a suimble satisfacdon of ibis b+lortgage attd.strhabie stttterrtartts of tamrlnetiat of arty flrtar-cing statement ort Ble evldemctng larrdtr'a aeaurtty ]rstereat in the tierrta and fife Personal Property. Gratttar will pay, tf parmit>$d lry applicable iaw, any reeeonable tamtfisetlon tar as detnrrttlrted by Lender from tkne to thee. EYE7ilY'B GP ,DEFAULT. , Tech of the folbwing, et Lender's. op7Fan, shetl conetltuda an Everk o! Dtfauk under ties Mortgage: .,, .{, Payatsat try Granter ~ to rooks any paytrtant when due under flea Indebtedneaa. Dtlwlt on Other Payrrwnta. FsiNue of aratttor wltlrbr the tkrse ror{uirod by this Mortgage m rreakv any psymeat for lessee or• h18sr8trCe, Ot arty other payrnsrst [reaeasilfy to gravettt 8ll>,1g o! or m affect discharge of arty flan. OIltrn. Dafmdts... Grarrtor faBa m cxrrrpty rvilh or m perform any other term, obtlgation, covanart or caMltbort canfmnadaln-tisie 1~9ortgaga or fn any of the RaJertsd Dacaprserita or m comply vrttil rn ta perform any term, obf>ga~a;: oovenaat'or oandldon wlna6ted m arty other eigrearratrt fxetwaen (.ender and t3rarttor. Default h'f7ener of .7lded 1'arYpe. 3ltould Grarrtor dafatdt ursdar any loan. extmrdon of credk, sscuthy agreerrrsrrt, ptachase ar Salta egreerrwnt, or ary other agreement, fn favor of arty other creditor or person that may mstertaGy atfecL arty' of Grantor's property ar tirsntor's abiity to ropey the bdebtsdneaa or Grerttor'a ability to perform t3rantor's abG~dans Bandar tide 1~ftarbOeBe a any related doctrneaL ~Y '~~Y, ~ ar aratertattt rteatle ro fumfetted to [ettd~ fry (frentor or on GrarttoY's~ beitetf under tidg. Mor~age rn the Related Doctpnsrris fa false or r»feleadirg in say materte! ratpect, eitllet now or et t118 thee. suede ar irur>telmd or becomes false ar miatetdhg at arty tirrre thsroetter. f7afiaafMa'~rtlat. Thta Mortgage or any of the Related Doat,snents crroees to be m fi~ force and effect Ctsatttding;fa8rae of any cotlatsrat doctarsent >n oreeoe a vend end perfected aeccahy lrrtsreat ar lien) at arsy liras and fa aBy'reaaen.•'. lnsofreReyr. `I'he'a>ieaoirtticre ar tetmhtatiorr of tirarrtor's etdlrtence as a going brashess, the laeeiveacy of Grantor, the appniitOttatrC of a raoefver for arty part of Grantor's property, any aseignmertt for the benefit of rxedltots, any type of ~orsdNar:workarrt, or tits commertoemant o! arty praeeedirrg under arny bankruptcy or irseolvarrcy laws by or agstnst,t3rantor..: Qlrtntar ar ftiriettuv >Reoe'er<dnytt. Commencement of foraetoscaa or Morf~ehtae prooee~rge, whedstr by judidsl prooseditt(l, self-2saip, repoebssdort or arty other method, by any erodlmr of Grantor a by any gotrernmarrtN agency against any. property serxrrirtg ttte hsdettttrdrtass. Tide btdudes a garriletartent of any of Grerrmr'a aeteurtie. irsolttdhrg daprieit aeoow,ta. whh Lander. However. this Ettattt of Default sfsall not apply H thsro Is 8 good tetRf+ dispute iri t~iei+tior. as m tfte vaJkHty a reasonableaeas of firs rdairri wKeh is tits 6aeis of the aredltcr or far(eihn~a proctsdi:s~ sad H. Grantor i~ tender vrrNtea rwtica of the crtrd[mr or fwftitt»t proaeeduty and dspotks with L.eixlar rnottias tar a steely bond for the aradiwr rn forialtttre praresr6rrg, )n en artwiast detertrsirted by Lander, in fts sale,distxsdop, as bshsg an adequate reserve or band !or the dkrptas. ErBafhri Wis. '1]se paysnmR 4i arty installment of principal ar any interest on the Ezist4g [rrdekstadrsees ig rat made: witidrl.the time regtdred by the prollttsaory note evidencing atrdl indeb~0adrtaas, or a dsMult occurs tinder firs lrrstrurrrant;;earhsp each hsdebLadr+~s acrd is rat cued dtaksg say appOcahle Grace Period in each inetruntertt, rn any suitor other. ectiort, is commenced td fareofose any axJssFng yen on the t'r+operty. &veclt at CMhsr J-areeraPn!-. Arsy bned~ by Grarstnr under tics tenrm o! any outer agraamsrst between Grarrtnr artd ,~ .. Jul C17 10 11:26p Joyce shuman 717-567-3324 p, 28 -N10RTC~AG~ ~Cotriinaed) ~e ~ Lender that is oat isrrradled whh6t an5r ffrere parlod pe~Crddad tharefn, hroluditg witl~aut Thsel~Hon anY agroaensrrt sxietcemine any fnde[rtedrlesa ar other obligatfort of CirarrDDr m L.endsr, whether saiedng rwtrr or Iater. Evettte Affaett»g OurnwKOr. Arty of the P8 ewrrbs orxurs vrNh respect to eery gtmrarSbr, endorser, surety, ar ace:oteunodetlon party of any of rite Irrdebtadrteas or arty guarerttor, endorsor, stagy, or eexornmodatfon petty seas of . trecarrrea inacmpotent, or revokes or disputes the veGdity of, a Hah3Nty under, any Guaranty of the lrtdehtedrteea. Advsrae .. A motorist adverse change aoouro in Grantor's fYtarrcfat cottdliforr, or Lender believes the proapecToE payrrtsnt or performartas of the ~ ~ Itttpeirad. lnssauEtyj. 'Lender in good faith believes ttself itsecure. t1bH1'S AND liG1AtcDNES OH Dl~AlfL7. Upom the ocarrence of art Event of f3efarft and st any tune lfteueafter, leader, at Lender`s option, rosy eroarcfse ony ana or more of iha foUow6rp rfptrts and rarrsadfae, in addhfet to arty other rights or remedies provided try law: Accelsrela;Itedsbtadrreas. Lersdar aha>• have the rigfR at its optlet, after givtn~ such etotloes sa required by appCu:abls 4tw, to dealers the ertdre Indebtedness imtrtediatefy due and payable. 11Ct: Ffeuredws. ,WRir reapact m al or any part of the laarsanal Property, Lender strati have all the rigftts and rernedlee of s seataed party carder the tJniform Commercial Gads. CoBeat Rafts. Lender she[ Neva the' right' wttiatut rtodce to Grantor, to take poeaaaslon of the Property end, vrith ar without Lel~irtg possession of the Property, m catlect tfre RetRa, including amounts pant due end sarpeld, and aPPtY The, net proceeds. aver end above .Lerder'e costa, agetrrst the Indebladreos.. in tuettierarrce of tHs rlBht, Lender rosy require arty tenaert or other user, of the Property to make paynra'rte of rent aT use fees ditet:tiy to Lender... Ef.tEre,iiaMs era coilec>>ad by Lender, then {fraertar irrerrooabiy aeltlroeSsea Lender to ertdoros irtstrrxnartta receilver3`!n psynetsf thereof (n the name of Grantor and to negotiate the same and txillect thti proceeds. I'ayrnettta by tanmrte r>r other users m Lander in response m Lender's dartrand sfrdt satlsltr ttm ab[tgattons for whlah the paymetns ere ~rirade, whether or riot arty .proper grormda for the denrattd aadsted. Lender pray eraira5ra tts rights under thin ,stibpara~apfr either in person, by egorrt; or through a reaefvar. AppohQ:>var; L,ertder shah hoes the rigfrt to have a recatvar appointed to taloe possession of alt or any part of the. AraperEy. with the pawai in protect and prassuva the Property, m opersQs the Property preoadLtp forecioeare err sale; ono to ;coNoat the Fiarits from. the .Property artd BpDJy the proaeeda, over acrd above the coat of the rat:eivardW{;; gpairtst tfto,frufet>zedrrass. The;raoeiver may serve witfrout frond H pemtitted by law. Lender's tight m tt16 ,appoNrtirrerx of a i+ee,etver shalt exleC whathar or not ttq apparent vekra of the Peoperty eroceada the tiglebGedneti9 by a subssartiai errrourtt. EteptoyrnerR by Lender shall trot diequaBfir a person from scoring es a racaivar. - . . .Imdiolel Foraoiotute. I.erkier may obtain a judiclet depae tarecfioaing Grantor's interest ht ail or any part of the Property.. . Peaaea.totl of tlrb; Property. for the purpoea of .P~u~9 P~~ of the Property. GraerOOr hereby autltorizes amd emporvaisany etDOrney of arty aouTt of record he the Coenrnortwvaslth Of Pennsylvania or elsewlrare, as attorrtsy for Lertdei-apd: s9 persons aleitnlrg under or throuph tender, to sign an agtsemerrt for ertbrrirtg in any catnpe'tarri court art artdca6te action In ejectment for possession of the Property acrd to appear for acrd cortteaa ludsla'brri anafrsst, t3rartitb:s~d egairtst erg parsers biefmferg eetrder or tEtrat>Sit Grarrtor, for the recovery by Lander of poaseeeion of the Property, wKttatrt any stay of execution, far whTcft tltla Mortgage, err a copy of tMs Mortpags verHbd by, affidavit, shall bs a sufRefent warrattr and thereupon a writ of poaseaefon pray be Isstrfrd farthwtdt. without arty prior writ or prom whatsoever. , Nora[ Safe. H peemitLeci .by appficabte law, tender rtrey foreclose Grarrtor'a fndernet in at[ or at arty part art the Pereattrl.['rRpariy or the Reel Property by.rron-judicial safe. Dsflelariey'Judorrraatr l~rtdor may obtain a judgment for any dsficiarcy retrraintrig hr the irrdebtedneaa duo m Lartdet afbar appNcdtlon of aN aenotutta received frcm tits arrarclse of the dgMa peovfded In tide section. Te~y'.af:: pfEurr~e... N Grarrtot rarrre(tfe in poeoesaiwf of the Ptoperry aftx the Property is sold es provided above or.iertder~ otheevvfas baoarnea mratlad to possession of the Property upon default of Gtarrtot, (3rantar shell bsaotrae. a yonerrt st auHerance .of Lender err the purcFtasar of the Properly end sha0, at Leader's opfioe4 either (t l pay,a reesQnable:renta[ for the use of the Property, err f2J vacate the Properly imerredlamly upon the densatrd of I,arular. ' Otber Ransdtrs. ~ Lender shalt have aft other rights and rmnediae provided in th6l Mortgage or the Note or aveilehle et lase tr ink egtity.: Sslr ai tfir• t?ropertti. To file ezmrrt permitted by applicable taw. Grantor haraby rvdvea any and aN tight to have the Prapetry niarsfisiad: In aotamiatttg its rights and remedies, Lender shaft be tree !o sell aN or arty part of the Jul 07 10 11:26p jo~ce Shuman 717-567-3324 p, 29 nnoarc~a~ 1_aaa Not 9QZi~2S72t (Continued} p~~, s ~t11! 1;oQether.o~ tieperataiy, In one eels ar by separate sates. tender ahap be entltled to bid at an on sp or.arry ppcdvri of the i'ra~perty. v pubik: eels Notice of:tsnle. ,Lender shelf give'8ranter roasarebte natiae of fire tbrre arul pheca of any public sale of fta Psrsortal Property oc:pf•Ssa tarfe after whkh arty private sale or other frtterxlsd disposition at the Personal Property ~ is he rnadn. ikflese othervriea required b1' apppceWs law, rsesata6[e notice ahae ::teen noslos phren art least fan 110) days before the time of the sale ar ~eposttkm. Any sate of the Peraarral E4olrerty may ba made in corrjurretlon with any sale of the Real t'roperty. Qeetloe of Rsntadtss. Bectlon bl' Lender m pt¢aue arry remedy shalt rxrt excfucle pttrauit of any outer remedy, and an alectiort to snake ettrres or to take ectldn m perform en obltgatiort of (irarttcr order this iAtMpega, site: Grarroor'a /spore to Perform, shill rat affat:'t Lender's fight m declare a dsfeult end axeroise fta +srrredres. hlothing urtdar tide Mortgage or otherwise shall ba canstnred ao as m Rtnit or reshot the rights and rerr~ea en-ailabte to Lender follaowing en Event of Default, or to arty vray to Iimtt or res:stet the rights and abi'rty of Lander fo proceed dY sgafrtst Oretttor ~dlor egairrot anY other oo•maker, guerertmr, surety ar endorser artdlor to prorx3sd ageinat any ether coitaGerai directly or frtdlrectty 9eCtrr6tg the Irtdabtednees. Attorneys` fees; iapenps. tf Lender irwtittrtee +nY stilt or action tD srtforce any of the terms of tide Mortgage. Lender shall be endt}ed to recover such scan as tlm court maY ad~dgs rensnnable as attorrrays' fees et trlel aril ul~t arty aPP~• Witatlter ~ not any court. action ie Irtvohred, end bo the extent root proldbitad by law, sit reasor+able expanses Lander rectos that 3n Lenders opinion are nerx,ssary et arry tires for the protecdon at tta interest or the anfoicantertt of lie rJgtits eft betrotrre a pert of the rteaa payable on tfemand and ahap bear htterest 1st the Note rats from the date of the ezpertdtcrs cs1tH repakf. Expenses covered by this paragraph include, without IGnltxtdon, trowerar subject to erry Brr~ under appacable law, lercder'e attorneys' tees and l.arodet's lepa! eapsnsea, whether ar eat theca ie a lawsuit, Ettokxlfng atSomays' fees and sxparreas for bankruptcy proeaadktgs Cmci;ttfasg efforts m ::codify or tracers arsy ecr[araatec stay ar.lnjcmctianl. appeals, end arty arrticipafed post.(udgment copsottan se~tdcea;=tt4e oast of searohing rerxx•ds, obtelning title reports &tciudrtg fareokrsure reports}, wrvayors` reporq,, sad aPP.raisal fees and this lnarxarrce. to the extent penrdttad by appScabfe law. Grantor also will Pay ~f* court costs, ixi arJdition t0 ell other sums provided try Envy. NOTICES::: Unless :ottrarvvhse pratrklad by appRcabls retie, any notice regtrhed to be givers taxis: this Mortgage aha6 be given., In, tirrri$rsg . and..ahelt be :effective when eratauy degvered, when aCWeay renalved try telafacalrNte [unless otherwise required ftY level, when deposited whit q rtetlorrally rocognized averrtlgltt aouriar, or, k metled. when depaalsad in the iJrdtad S`teiea [Hall.. as flrat class, certtfled trr repismred mall postage prepaid, directed to the eddrasses shown near the;_begrnn~ of this Mortgage. All wples of nattoes of for<edoetxe irorn the itofder of arty Ilmt wMch tae priority over rids Nlartge~e arui stiotlces purecrent to 42 Pa C.S.A. 8ecNon 8t43, sd. seq., chap be ssrrt ip Larder's erddrass, es shown tree ;the'~begiiufirrg of lfris Mortgage. Any party may change its address far rrodces under tide Mortgage by giving formeF 'wriueri ttoRice to the other parttea, apeCtfyfng that the purpose of the tx>'tlra Fe to c tits address. For notloB peapaeea, {~rarrbar agrees to keep Lender infotened at ep tinretis of Grtrttor'a currant addreaa. l~hd~easa ottrerwiae provided bY. applicable law, N there is more .than one drantot, any notice given by Lander to arty tirerttor is deemed to lta:nadce given to atl Grerrtora. OPEN-~iD iAOfiTRABE-TE~liAT10N OF A17VARCE3. Mortgage: ecYrtiotwledplea that, n the avant that Mortgagee recsitirea txritfAat riotir:e:from a th&d party holder ai a eubordinete Ilea ar erscrartbrartca epos the Mortgaged PrerNsee a from a pereott ~rcyirbrrg labor or materlsis far the cortstruatlan, afLeratton, ~ repair of the I~Aortgrtged Prerrr~es, providing -Mort{'jugee `whit rrodca of sex:h interest, Mortgagsa may, whimut nodca to hortgagor, sleet m make rm ftitritna of t order the terms o! the Noce, any formtnrcdon Loan Agreertrstft, or other docnrrartts evldsrxtng flea Endsbaednesa secured try ttris,Mortgage, whether or cwt afl pritraiPatl tlreretstder ices luerr edti-entwd prior Da the date. of etrch. rxrtlce, and Mortgagee shalt (revs no Ifabpttll to Mortgagor tar arty damages reaultlng from such deterrntrretioq: &r addrtion, et the eletxlon of AAorigagee, the roceipK of such :tortes may, withmrt rttrtlca to [aiioRgegor, be desmtiid. aft event af. dsiault 'facile: tlrie Agrwrrvartt acrd under any dorxaserrt a:moebed pursrrmrt heradc card made e part hereof. .Fcrrtlter,. MOrtyegae•s obligeticn to advance loan principsi chap immeaRately tarmkrata wFtftotitt further pab9lty in the. etirattt,4tat-Mortgagee receives from Mortgagor written raotlticetlon lrtd[catlrtg that h4ortgaagor has elected m :Hake .unilatsrd.srnefulmerrt m .thin Mortgage, aced. the rooefpt of soon nodes chap serve as a full release and dlsahargs of:aU,:of~Mortgagees abAgetbrts to,aiyence edditlon9l principal under the tenrtis of the Note or any other documenrexeraroed:~.car~rtectfon tfteretirvith,,etiridencirg irtdebtedrtesa seCrrred by thiB Nbrtgelgee. OPH4-EiVID MfJti'k(~AAOE ~C08T3~A8 FUTURE ADi/ANCES. AnythlnB m the cormery herein wtthstm~ding. this Mortgage snap be deeriied to secure any acid `alt expertsea' kiCtured by Mortgagee by reason of defautb Including, but not lfndUed to, court ,costs, arrd:Catateel iieas.. advances made for tl>e payment of :arose, aasesarrterrts, nrefrrtsctarux charges. or InsuranC9~prertdelRlB;;40epeneas•bntafed. by the MorfBagse by rsasort of rlafautt by Mortgagor. Costs EnCUrred fnr the protection of,tFle Morege~ Premises or the lien of the Mortgage, and ep httnrast et the aontrect rato on ap outstattdktg prtrrcipat•ha3lai~es'. RAIB~.t.ANkEOCJS- PROYIBI;DAES. The fctlovving mtetxaliertisoue previsions ere a pert of this Mortgage: Amardmetris. This Mort®age, together with arty Related- f7oCturrarrta, corndttrtes the etttfre tavdarstandktg acrd Jul 07 10 11:27p -~ jbyce Shuman 717-567-3324 p. 30 MORTGAGE Loan Na: 904026721 (Cot~tt~d} Rags g agrasrrseru•of the' parties ae ~ the oratmra eat forth in This Mortgage. No ahsratlon of or amaredrrsertt tQ this Mortgage shall ba stfeclfve unbse ghaert bt wridrtg end signed fey rise pony car partlee sough sn be charCed ar bound by the efteretion ~ emerdrrsarrt. Anrersal ltepa>•ts. ; tt itm Property h , tttzad for putposea other than Grsntor`s ttesidsrtce, tlrasttor shell furrrisit to Lersdsr, ssrmn. request, a tarrtifbad statarnerK of teat operertGtg income received 1h'artt the Properly dea6tn Grantor's previous tlscai`yaer in such fottrr sad detail as Lender shall rsgsdra. 'Net operagrtg ltsasrree' shell mean all casts receipts from file Property isee slt cash aesPendtuues made in aortrsaclion with the opara6on of the Property. (~p8sat;]He~a¢s:-:Caption hsadheps in t?>ds Mortgage era for core+erdarsae purposar ardY and era not w be used m interpret or deflna the provisions of this Mortgage. @osrsrnLrg Law.. Tlds fAerl~sgs rr~ >s gor~ned br fedora[ Farr epptasLle to Lender +md. i~ tbs atrbn+t not praentp0.ed bit iaderai ZAw. the leers of t}u CorrerrornrerJtls of Mwlgsylanlts tlelfhbtrt rspwd to lb 0artlilOtf of ]sw prav. = Tf~s llNorgega has boas sooep•Esd by tarrdar in the Cweslth of Psrrteaylvarrla. Cfeoice o1 Vsmis. Ii tftare is a lawarefi, Qrerttor aQroea upon Larder's request to submit >Q the In of the cxftrcts of [lauphht Caunly. CommonwrisItlr of Pamsyivania. isle Watwr by finder. Lerx[er sh~l not bs deemed m hsrve waived srsy rigiba under t)ria AAortgsgs rrtless such vratver i9e gMen lln wrlting and el~ad by Lersder. iVo delay ar orr3ssiore or the part of Lender Gs ezarcisireg arty right shall operate ae s waiver of such right or any other riglR. A waterer by Lander of a provleion of this Allortgage ahsN net prejudtoe or cortsdtuoe a waiver of Lender's fight otherevlse m demerrd strict cvrrtpNntcs with that provision or stay ocher provision of this Morsgsge. No Prior srvaiver by Lander, rwr erry course of dsMtrsg between Lender amt 4r>3trtor. eltaN r•.otsstltute a waiver of arty of Lender's rigfrta or of ary of Greestor'a obrigsdosm as to any luaus irartaectio»s. YVhartever fife oot>eertt of Lender'is required lertdsr this Mortgage. tfils gfarrthg of such consent by Larder ln,pmy.lrtactaeece shell not e~rtatituta corAinesinp oartsarA to aubeeyeesret ireiatrms where such corsaant is required end its -ail cases such consent may be grarstad ar withheld !n the sake dbarsNors of Lander. Setrersb~ey.. [f a court Of cnmt?etenl jurisdiction finds any prosriaiors at lids Martgafie m bs ipsgel, invtJid, ar ur-enfarceeble as to arsy clresnrcatartrs, thst tin~rsp chat{ rwt metre flee otlerdirtg provlelon iQegal, invalid, or u~ as to 8ny otfter clncrmmtance. tf fese8ele, tits otfarui>trg provision shall be considered tnodilied so that y bacaases legal, vaNd and artfmasabb. )f the of[msdirtg provisbn csrntot ba eo muddied, ft ahsy be coneidered.~:delaznd from tiffs Mortgage. Urrteaa otherwise required aY law, the 1Ns0altty. hnralkPtY. or unerzfo nrcealo~t,' y. of ~ ~vieion of thk ~Aortgage shall not rrltact the IepaNiy, vai6dlcY ar enforreabiity of arty other llNeroer There Khali ba asp merger, of the 4rorest or esteLa created bi' this Mortgage with arty other irrtarest or eaters in ,rtes; ProPaeRy et any. tlme held by or fo- fife benefit of Lender h easy trepacity, wkhout the written carteertt of Lender. Suscsssor toterasta.. The tsrnrs of this Mortgegs.dtai[ ba bardkW upon Grsrrtor. and upnn Grantor`s heirs, psrsonaI rep~reeerKatlvea, auccwseors, end assigns, end shay be enforceable by Lander attd ks succseeors and aaelgna. Ttata lt: of ~ths Vii. `t'ime is of Ute essence in The perfotrrsaetee of this ttAortpaga. Nfaiv Jrt>y. ; sA$'P11rN1M1~ ~~~. 1NoMpays 1I tvslra ~ rigfrc to airy ~ tdd 6t stir agymt, procrsryrtg, nz coutoeaefsim:broueht by irry pprtY apeknt anY ahwr part!- DEfi7NlT10l1G. ` TTm 'foibvrirrp capitaNsed words and terrfta shat! haw the fo0awlnp meenkegs when used M this iUortgegs..,,[Jnisos•specfitcaHy stated to .the oantrary, aN rafprencss cQ dollar sttsourler stta# mean arstosette in iewisel money of the, Untted`:Statea of Artterica. Words and tarme used b the singular aheN include the plural. end the plural shag irtdode: the rrlcsQrelar, ss the oonttext assay require. ltllards std farms not otherwise defined in this MartBegs ehsii have the rrraerirgs .aitrgsteted m such terrrls in the Urdfcrm CorrsrrratLfal Coda: 8arrovrer. The word 'Borrower' rtteerai Cove Carus, kie. end Inchrdss ell core aed eo-makers elgning !ha Hots and ep tftelr s~iiax~ors and aseigtse. . De#ult. The. war¢. "Default' rrsearts the Default set forth fn the Mortgage it The sectlort fitted 'OetaulY. 6tvbsinnHlaC `LsaarY. The words `FYSVirvnriserrld Lowe` mean any and sII state, federal and local staartss, regssleolorre ;srsd; grdhterscea relat}rtg m the protection of human heetth or tits ~L fradudfrsg wtthout NmRation=the. Comprsherdve Ernrirorsrr-etsta[_f~porsze. Comperssadort. end t1aEilibE Aar at 189t?, as emartded, A2 U.S.G. Spctiars 8f30i, et seq.• i`(~3lCp.A"l, the 5npsrlrertrl Arpsredmerrts end won Act of 78$By Pub. L. No. 9f3{99r1'SARA'1. the klerndosas Materials 7rensportation Act. 48 U.S.C. Sactiort 18t]7, M seq.,lhs Resource CansertredFon. end .llacowry Act, 4Z U.S.C. Sectiat f~01, et seq., or other appilosble slats or fisderai laws. rinse. or raguledpns adopted ptetswrR tlteratu. Eve~!'of`Detsidt.' The words `Cwertt o1 Defeuft' mean airy o! the eversts of dafassii set forth 1n this fsllortgage in the svarrts of dafsuitaaction of thls. hicrtgepe. ~, . _ ._ - Jul 07 10 11:28p ,Joyce shumarr 717-567-3324 p. 31 ..' , neaarc~~~ Lean No: 9D7Q2612'i (Cvnifrlnetf) Page 70 p 6tdabtadrsrae. The words "Exiatbrg kuiebtedttesa" mean the lndebtadr>sas desor9>ad In the ~g (Jens prov}aiott of this hAortQape. C;Arerator.'The wont 'Granter' means Cove Carme, ktc.. (irsarronEy.. The watt! "tiaararrty' means tifa guaranty from Duararnnr, errdorsar, surety, or acot-rranodedon party to 1.ender. FncludtreD wid~ouc Iltnitafksn u guersnty of d[ or part of the Note. Flaoeardo~w 'S1rba4e+cas, The vyo'Ae •Hezmdorrs Substances' mean matmiats that, beoar®e of ttte4 gvantfty, cdacer><tetion or physical, chemical or brfacLious cltaracteriedcs, nary cause or pose a pt~aeent a ptrtertCei larzatd to human hoaaith or the emrlronmm~t wfran -nmroPerly used, treated, st»red, disposed of, generaoad, manufactured, transported or otitarrvfse het>dfad. The words 'Hazardous 5ubetaoces' are used >n their very broadest sense and include" urithorst limitation any and aM lszerdoua or toxie ttri~arxes, maCsisle or waeta as defined by or listed under-the l7wironrrrsntat Laws. The term 'Flszsrdara Srrbetarioea" also includes. without firrt[iatfort, peVOlaran and pevoleum by~ro[lrrcts or any fractlon thereof and ee6estgs. Jmprovsmeerta. ,. The word 'Mrtprovemerrs' rrtears aR etiWffng and 8r0.ae lmprovemsrrts, brrlldarga, structures, tnobils homes afi9xed on the Real Property. facigdea, adc@tlorrs, replacmnsoee errd odrer wt>structign on the Reef Property. h~mdnass.. The weed "JndahDedrreea' means aq pr6xipel, inzareaL mid other amora~ts, coats and expenses paYebhz under the, Note or Related F7oaattsma, together with aN venervala af, exUertsiats of, ntodlfEcattorm of, caneolidations of and ins for.tha Note or Related DoocanarRs and am/ anwratts atcpsrWed of adYartoed 6y Lander ta~.diactterga tirarrtoc's,obQgeliore ar exparsss hnctered by Lender to sttforca Cirarroor"a ohligedwis trader this ,bAoKgage, toIIether with 6f~ralR orf sash amounts e9 provided kr this fJlmtgage. Ths liens and saeurlty » created pirrs~ni to this ~Mor~n covering the brdebtadrtees which may be greeted ~ the krhn's atraN relate beck Do the data of tf>Ce Mortpegs. Lander 'lireword 'Lender' ntearte i~oramurdtyBanks, its ancceswra and asaigrs. • The. word 'image' means ttds Manage bettivesn Qrarttcr oral I-ender. Nola: ,TFw-w`ord~•"Nate''nrW11B rite-prgtniaBDry tld1~ dated Ootpber 17, 2007. M ftfle otlpbtel ~IPIj>BI et/1toQnE ~' ~~r~.00 from (3rantar to Leraler, tngetlrer whh eR rarevrala of axtarslana Of, traxificatiorta of. raflt~araktps nf, ggruolWesiona af, and suMtltutlrns for the protrilpory rmae or agreen+wrt. Personal Propsrry.. The words 'Panond Property' nmatt .aN egrdpment, ibcurres, and other srdclae of parsanal property now;:or hereafter av!hted by Cira:rtor, and now ar hereafter attached or etfixad m the Rsa[ Property; together wHh off aooea~one, Dorris, and addWorta`to, ell raplacemants of, and edl arbatihrtfons for, any of such Proper't1f;-end tiogedter win, siF proceeds (inoludrnp wlthgut limkadon all proaeede mrd reftmds of Pal"irom any asla:aradia- dbposhion of the Property. > ;Ties iNA[d.'PIOpeRty means collsative}y the Real Property and the Personal Proparty_ Kral Rrnperfy. -The words 'Rea! Property" mean the real property, fnarveaia and rights, ea further deutibad in this Mortgage. ' :- $eladsd ' Dddiserabii'p~, The tiroriis' 'Rala6ed ROOtanerrte' meat all protntsaay notes, credB agrearrtetrto. loan egreerrrdnts ~ errvieor>rrsemaf agresrrrerrta, eeouHty agreerrmrits, rtsortgagee, deeds of mist, seccafty deetM, coltateral: tt-orzgages, and etl other irstrttrttetrts, a~eeonasrta and doourrsents, wtrettror rtow or hereafter et0stlrlg, BtOBCN00d in connection witlt the ]rrdebterbtese. Reels. 'i'he:ward "Beata' meats aN pressM and fuusa rerRS, reverarea, hrcorne, iseuae, royalties, profit, arld othsr.bettsRta dedvad from the Prs>perty. Jul 07 10 11:28p Joyce Shuman 717-567-3324 t~tORTGAGE Loan iYo: 907 Q?Sf 2f (ConttClued} Page 7 c~RAxTnii acKiuom~oES HAVUUa F~AI) AL! THE i~lovlsroNS of TH18 IaoRTC~AC~, AIYD QRAir1'OR Aoli~s ra rrs 'tlExlills. TH16 NIDR't'gAi~ la Eit11ETi UPIDFR 8FAL AHD.1T IS QIT'~DED THAT Tif16 bi0Et7'L3AAE IS ATrD SPIALL CONSTITUTE ANEt iiAVE THE EFFECT OF A SEALS NESTRUN~h[i' ACCOR001IQ TO EAW. hilaNrot;: _ cove c ~r:, uic. -~<--. :tseail Roper' Pre:idnnt of Core CarrZre, Irre. ATTEST: Corporate $eal j Secretary ar Assisfartt 8evetary CERTIFICATE OF RESIDENCE I hereby oertliY, that tbs, preciee address of the mortgagee. CorrrnxoityBapka, herein ie w follows: Pepna6aee Cord-mrrs. 39R East Peep Drive, Errofa. PA 17028 __ rr:e}r or Agent for Mo gee GORtPORATE ACKNOWt-EDGMENT c~tMOinw~-I:TI~t oI: neVKSn.vA~nA 1 1 ss COUNTY bF'`~V M~/~ f1 ~ 1 on Uds..the _ ~ ,fey of ~Cr-~~r~eJ-- sa o~ ,before rpe of Cove Lerrt'a, loa., wha acktrowle Notary Pereonary appeared Arrrwda S. Rohrer, Vies dged himself ar herse8 to be the Vice PessUdsrst of Cow Cwrtea, hrc., of e oarporation, anid'~>tist he ~ she as such Vbe Pree~ti of Cow Ceptr~e, toe,. bektg aurhori¢ed to do eo, execu~6sd the foregolrg inetrtaxrtent for the purpoaee therein corrta~red by aigr~ the tome of the earporadon by himeaff nr hereetf ae 1lfoe Py+salderft of Cow Carltre, bc.. ht wl4tees. wheroef, I hereapm est my hand end S CONIMQNWEAI.TFI OFPENNSYLVANUI Nptary Pub6a 6s and the Stets of ~!~Y,n`J Npjerit3j Said T [-t` Bet'-~.^.~##.1VOt8fyPsbGc New Upnoerr ~ ~d Bono. Ctunberlend Caauly My COrturt~arr Ei~ses Nov. 8, x'009 p,32 Jul 07 10 11:29P joyce'.shuman WENDY M. WE1,I`1,EY PERRY COUN'T'Y RECORDER OF DEEDS 2 East Main Street ' New Bloemiield, Pennsylvania 17e68 f 7l7} 582-2131 Recorded (la 9/58008 At 9:54:04 AM * Instrument Type .MORTGAGE Invoice Number-?331$ * Mortgager • Ct3yE CENTRE INC 'Mortgagee - SUSQiJE]3ANNA BANK T'A k Customer - SUSQITF,HANNA BANCSIiARES INC *~g Si'AT8 NRIT Tl-Z $0.50 scslaccESS ~o ~rsTZC$ $io.oo RECORDING,FBGS - $23_00 RECORDER,QF.?9EEDS' ~goRnasr.8;aausrxG $io.o0 cavNrn AR~svES ~~ . ; $ z . o o RECORDER'S ARCHIVES FEE $0,50 - z'o coUrrxr RECORDER IMPRt7PVlD~1T $2.50 rvrm - ~ OFFICB ToT~T. n~ ~ae~.so 717-•567-3324 p. 33 C T * Total Pages -10 This is a certification page DO NOT DETACH This page is now part of this legal document. * RETURN DOCUMENT TO• svsQv~ewnnYw sA~vcsllwR~s lxc P ~ BX 634 MAUGANSVILLE, MD Zi767 Iostrurae.t Nflmber:'ZUO$08886 I hereby CERTIFY that this docameat is recorded iu the Recorder of Tiede OfYice of Perxy County, Pennayhranis. New T3loomtield, PA 17068 L ^i ` >~,~ ~ ..~ iy :'.'~ qty ~ .~J ~ R ~~•~ f` ,r ~ `: ~~~r1.ti t' "T~` tea` • - Is[Ormabiaa de~wttd by an ssteritk nsy e6~'i~dutiig. illE Ylr~fl'~~OA ~IDtl6t drtd alfly flOt ~ TeBGtted 011 tbb pegs ooscrM ~~~~iNIiIIIN ~~; :..-~ L. Jul 07 10 11:29p Joyce Shuman 717-567-3324 P,g~ PREPAREp BY: Orrae Ne/o, Camnrrcid Lan Saec+aasL Saaqueianna BanM PA, 1 SJO taanhelm Plka, Lancsasr,PA 17BDt, {717} Tassaf x WNEit RECORDED MAIL t0: 5uagwhaatla li0ak PA P.Q Boa 53B Irarrlpoavitla, YD 27767 (tai zas~eae ~~~ 3~~~~ t°~;~ PARCEL IDEN7IFICATiON NU IIIH ER: 210.1 31.02-029.006 RECORDATION REQUESTED 6Y: ' SrtsQUSrtatry Bardt PA Pann^boro Cpmtgrta 398 Eaa! teas DMn EnWa PA 17e2a ' Fah alrrtenee.c .~± 6~-E(rw s~! ( 3Y~ OPEN - ,AND MOft'TGAGE AND SECURRY AGREEMENT (This instrument is eno~e n-end mrwtgsge end secures future advarhae6 ptnslrent tD 42 Pa. C. S. SS 8143 and 8144, AGt/VO. 126 of 7980) Atinount Secured Hereby: $365,OtX).00 THIS MORTt3AGE dated Atapust 15, 2008, is made end executed betMean Cotre Centre, inc. (ieierred b betow as 'GrsMo>r} and Susqueharew Bank PA, whose add+aas is 380 East Penn Drive, Enok1, PA 17025 (referred to below as "Lender"}. GRANT'OF MOFiTGIIGE'~ for valuahY earaklwallen, Dranbr grants, hsrgaine. eNM, opweys, assigns, hwrisfers, raletaea.': aorifRna old ngrtpa8n to Lender as d Grorbr's ~tL tide, and interoat In and to 1110 ibaaN deaaibad nW P^?tmdY• togeetar with aM eodatleq rr arbeegwny fasted a al6od wrdirge, hrprowrrrania ard~tflerrer~ aN abeeta: lanes. days, PasRayes, and ways; all meenlarta, rights d way. M 4Lertlee, privrepee, tenanerrta, herodlfaruarfs. and appwtsnartoea eleseunto bel°^BbY or made appurteneM hersedter, and the t'evaralons and remaYldere with resFed thareao; all water, castor r1gHa, watarcOdraes and dRdT rigtib [atdtding stodt in utd'Rias with dNr9r a irdDatlon rlpMs); and al ether riphta, royelaea, end proNs talat'sr to 0te roaI ttyy~~ itcprd waftoui ttMtaUort all mtrlerals, o~, gas, ggGeOw1 I artd atmler metiers, (Nte 'iiul Propertg~toteted fn t:OtlRty~ CIXrIm011111si1t11 DE Penr~>:ylwnia: Ptirry Ail .that certain tract or parcel of land, to~xether with kriprotromerrb iherean, attuafed at 1609 Sta6a Road, Tetwnehip of Pl:nn fn Ota County of per~r Comlromvealtfi of rye. being more fuliut desalbed in ttte deed dated 71 19. 2003 and reoaded tip the da6e of S~ 1 2003 trt the otllce Tor the ~of dssds ie salt! Coutl-y older 1ltstrteraertt i~fumbsi 2111 b1 i Q O~Ths ~ ~ address rs eomrnony ttrwvn as f609 Slate Road, Duncannon, PA ~oPaiy Perm tdkM(flcatlon number h 2'10.134.b2-029.000 'GTtoa.400l.LATt9lAI.1LITION. at addidon tolhe Note. this Mattp~e seeress er oblbatiorts, debb and fiabtlNea. dus interest tharwl. w,aMar Gnryor Q Barowsr to Larldar, or any one a rifore of illem, td wdl as ar deans by Lsrlder . againar B~rrpwer and Oranttx cr arty arts ar nears d them, whether now exlstlng ar harealtw erfaYtg, wfre0terrelated a uraelaled ro-me ptitppae d the Note, whether wkmtary a 061er1ats0. whether due or tqt dus, dFe41 or ky5rad, delerrwNred ar raldaeerala.sd, abadut. a pMaiaDalll, liqui~tsd a uerlquidatad MAfae1M Safeway Or 6nntar may 6s seats indnlEuagy or fobr9y whh rJlrera. whNAw obdpeled a gusnrlor, surety, ascenanodaann party a otlrervrise, and -vdteltrer reoovary upon such amwra may ba p haeeflx may tisane 6aasd b1r any ataarts oe I.mltadorlc, and whedtx the o09gatlon to repay strdr araolatta may ba a harefliter magi bsmma odlsrwlae unetAort:eebla. Grantor IxasanW assigns 7a LaMt; al d Grantors right flee, od intaroct is and b er preaerll and Muro teases oT the Property and all Ranh from the tioperty. In addldert. Orar1-x grerel b tender a Untkam Comte Code aearity interact M u1. Parsaml. Property ox1 Banta. TFAS stpKrQAGE, INCU7gIN6 7NE A861GNMEN7 OF RENTS AND THE tiEClaelY INTOiEST IN THE RHdt'a AND R~raDNAL;f*RDpE(tTY, Y 911/Fh1 1r0 SECURE (A) PAlr1AENT OF 11aF 610®TEDNEia AND ~} PERFORMANCE pF AlfY AND All tyBLIOATlafaS URGER THIS a1pRT[IAGE, TliS YORTCA6E IS fi1VE11 AND ACCEPTED ON tsE FtXJ.OM11N6 T6tYS_ GRANTORS ~YrAlYERB G'arreor'w~vea al dgMe or detorasa riaig hy` rowan d any'ona acUon'v'anlFdetidency' lair: dr"arty other raiV whIG1 +roY pronem Lender bom txlrginp any aedon ageirst Ciraraor, Flektdhrg a tlafm for daftierw3rb the exterl[ Lander a ortarwiae entitled to a tdsen for denobrrcy, ee(ora a Mar Lenders coalnvnaamaet or aompfdlan d arty foredosrae ectfon, dtlrtx }udkkay p by eaerGee d e Power d ads. GRAMTOAS~f~SENTATIDIK AfdO 7YARRAffT1E9. GraM,or arartartta That (a} Ihla Norgage is asaalted at o ~~a ~ ~ nd at tM nqueet at Ladar, ro) Grarder kw the full Poway, rS~r4 std aueraiy to enter tnb dedeutt..under 1e the Property, (c) the proWbrnt d tMe Mortgage do nd tainted widr, or reerdt in a arty atreerrwk ar ottler irvtruntertt hi1r9r1g upon Grantor erd otl not recur H a vblatbn d arty 4w, napulallon, sowf dsaee, or prier epplicatle b GrarMor, (d} Granby foe aetahikltad edegwle mane d obta4ratty from 6prawer an, a comFa3ng basis Irfamafbn .Foot eoaorters fmandN mntlAdon; arrd (a} Lender else mate no relreserdadon t0 6rantar itbmd Borrower lindadstg wietoul IhMlatbn U1e uedihvorlHncw aT Bareowar}. PAtryE"tiT AND PO~t7reaAM1CE F~rapt q 0111orMM prwidad N Ihls Mvtpalte, 80n01Mer eyed Grartp dear pay to Lmkr.sr Indelteedr»aa aeeisad by this Mpllgags ffi K becomes due, and Berteel'ar and Car~ttor shad strictly parfirrn e0 Borrower's and Grsatofs otilpetionstsder tide Mortpega. . POSSESSIONS. AND~tAAMTENANCE OF THE PROPERTY. 6ortower Kd GretWr agree that Bonoswrs and GrMtora posseasio!t and ass d rte Pnlperty ai1eN ae 9e>•emod by 9r fdbwvg provbbns: tea and' Use ~UnbT the om,irenps d art Event of Rdautt. Gnfrdor my (1) romaln k1 powesFial and Jul 07 10 11:29p jo~ce shaman 717-567-3324 p. 35 MORTGAGE Loan No: 1000St13801 {Confinuedy page 2 - - move of me Propenyr, (~ rue, operate a awasge the t'raPmtY: end (3) mAed rie ReMa Iran Mte Property. .. ; - ~Y .to Ma61tayc ~firmdor Map melrrh~i'r the Propanfy In tenm2ahk acrrdl9oer and prortaptly pmfam all repairs, raplaeertastttt, end mMesnertee rlaceaeary ro preserve Ib vaMre. ~COmpaarra twM Etrleraerrewgl Lama Grerlmr reaproemb arW wereenb to Ultier llaaC t'i) Dndng the amlad d ' Grsrdnla owlterAUlp of the Propery, tome llat been no uaq generalJon, tnerxrrartrlR storage. ttaatmertL dlapoael. release a rilrAeetted rolsae w s~yXe¢mddus Subetarrca by easy tanson on, order, abtwl or tram the Property; .. ~::~2y' Grardnr rtes no tdrowieep. d, err reason to wfere riot tnsre n.. beeq eroepi as predreaay ttledosed to end .apupwbdped.by Lender In asllirg,~ {raj sty araach a vr>latlm d easy EarvlrarrleMSl Lowe. (b) enY uas, .. ... geravetbn, mruAeduee, stpraye. haaarterrC .disposal. relaalee a Mreetarsd release deny /gardorrs .R1pe/aI1Ce m, accts, ebdA or born Mle HuPmty by airy poor owners a oodrparrb of Era Propsgr, or {c) any aetusl or ,` Evedtersd lafgegen'or daNs d erry kind by say Person roletktp to macro meMars; sod f31 falept s prstAotasly rnsZtpsea m and adowwtedpetl b7! Linder to wn'irag, (a) ridlAr LAarrlnr nor east strsrA. oonoaaor, egeM w otlrm atitlratssd user d Ere Pub rhdl uus, galeanta. marwfsdurs. store, treat, dkpece d a eeltesr Bury Meardots Stabderiw aw, uMr. arbotA a from the Propea7. mW (h) easy endt activity shall be oortdutasd In compliencs aAAth eA applicable federal. i,lele, and bcs lewa, rsgdetitns and oninertoes, krolreNg vrlatoeR IMnkegpn dl - Enyiwrrrntd lJws. Gronror eunaarlaea Lender acrd Ara spent to rear upon tlr Property m arts eucn inspedFOnf sM .lash. at Graeaoltt eapettae, ere Lmder rosy deem approprlsb b rfebarArte oongAmrce d gte Property with ills section d the Mortgage. Any keper~iore v lash rcteda by Larder alraA fte for l.ander's purposes only and chap trot !ra mnstrusd m assts cry ti or IlsNlly err ha pmt or l.endor m Grantor a tv cry ndrer person. Ttr rapteesealbne end Waerenties mnbksd harsh Bh Lased Orr Grstdole due dtlgrrtcs h uwastlgaarg the Property for Flarerdous SrlAlsreaa. t3rartldr hereby (i) rebaaes aed wetvea any futuaa dakrs agsNeL Lerlrler for Indanwttly r aonbibutbn M rie went Glartlot betmeeaes Mhle for dssesr a other Doers order any s,rlt laws: and (t) agrees Ao 6rdeneaty, flalerd, end hold hamieaa Lender apeYrt any acct s1 deans, losses. IIablWsa, daeneess, Peeeafse. and expanses tvhidl Lollar may diadly r IndLsdiy easle4 or etrRar rarrektg from a bnedr d the sedbn d tls Mortyape r ere • raornequerece or etry Des. gerrenden, mantttweea, stoeege, dkpwet, release of ttrreaterled release soorrtisg prior to Grardola otwtetaltlP Ix Mtbeest Yt the Propery, whether a not tlra sans was r efroeld trva bean Wacrese to Orenter. The proriions d flab aedlon d aIe Mortpsge. Irrduding the o6lipN{nrt m trrdetrsify end deletd, ffied ewNe Mrs prynrent d lire lrtdebladness and the satbfattbrt and raoaveymaoe d Mr see d the FMrtgape and ssea not be at6eted by Leeder'a aoyufsltlon d any Iratarast In the Preperfy, w}reMw by lorsdoture W oMaerwise. NWSSnc; Waets. OraYatd asset ndt tbfae. mrtdud a permE any rwisertfa IaK corntM, perms, M SUpr any seippNg d a weals on a to tls Progeny a cry portion or ftre fveopery. 1MaMrout irithp Mrs generality d Mrs laagoeq, Graraor wit net earrrove, a erarrt b erry aMrar petty the Hght b rsrrrow, airy umber. minerab (katlrKfng c+) grid gas), soot, day. smi4 sot. gravel err rock plndurts wlMtout Loaders prat wdltart Conserrl. Reenaval d 4atpraraerar4 Grenbr ahea eqt dfmtW7tA K tarrrove mty Impravemetb frnlrr the Rsi r4opaRy wlthoul Ltndefs prldr wrRpem cdnarn»r M a nmrdllfon b Ere Iemded err erry Intptarm+trsrls. Lando may rtagrire C+rarllor In crake airargewryda ssEeradory b lerldr to replete each Irraroverrwras vrah Improvernente of at twat ~, . ra¢alvaies. -~. Laidrs lEglitt0 ¢eeer: Lander and Candela agrwt cod reprneedaaves may erYer Lyon Mrs Reel Ptopsny et eA rsesdnada Eerws to attrnd to Lsrlde/e 4ltereate and to inyeq rie Rawl Peepety fa pvepaw d Grantor's ~. oanplrrim errMY Mrs fetes sad oandtirns of thk a' ColneM.am wNb~troirnnlnaW iiqulraaeMe. Liralrmr sltaa pronapdy cdmpl/ vAh eY !sore, atiratrcaa. acrd .. rep!bUone, roar ~ nwaanr h affect, d. eA govsrsrwntal auttrorWee appUeeble to ass use a ootzapenoy d the arg,eny, hdedhg vAdrStt tirAtsivi, tla AmedWS YMth ObeWtb Ad Grerlkr taeyr corrlest h good fain sry atlct+tevr, otd6rnr», a~gr~ std wNtfidd compWtera rirdrlp t+nY fardoeadng. erdWlsg eQpropdaLe appeals. so, bhg ria Grantor fw~na6RVd~lsrdar n writiry prior b doMg ao end sd lore are in L.errdela sole opNion, LenOala Intarasts is the A'Opelty ease oat Jeopad'aed. l_erldtu ^bY raagLa+a Gtsntaf to posi atbquek lMagtiy M f surety borirt; iwsonmy sedaraeaxy to Leedrrr, b prplact Lendal; stlseret Wqr-to~Protad. Grasmr a8reea netrier b absndoa a Ssavs unattended the Properly. Grotto altetl m aM other eels. in addtEorr b !nose ado sal Torri above in dtte eadiorr, which frNri rie dleeeaar end use d rie P'dpatty era ramaaeMy rNOasasry b prrRaci and ptssarve the Properly aUE ON:SALE • COl15ENT~9Y L@IDER Lsltelsr tnaY, d Lsreida opfio4 declare Inrnedklry t!w ettd payable ell awns sserred by tflla Me'rtpege upatrtlte alaNor Bandar, wlthaut Leradrrle pnorvntltmt ooraem, err all or taty pert d the Reel Property; err ley itNerest h the Reel Proptaty. A'r;Ae orhanafer rraerrR tlw fidlweyafe:e d Real PIMpaM1y W cry right, title primeiest Ih f17e RW Propargr, wtastlter lagd, beneaeYl a'tgtlbltA; wtaaEtar voksrLry a YrtroArnteY. wtslher by oubigtl'sek: deed: fislsAnaart rmk conbett. lend mnoseL axeraot to deed. taaseMtl Mterest vr1Mr ^ temt greater Eon tFieef3) Yser.. Iseae.aptkrn contract; w Fly cols, aeadgnnanL a lrenaNr d any baftefreiel interact M a to aey `Id irusi lroldfnq M11e to ttreRam Propmty. err btt a.y other rnabrod err eenveYanp erran ittwest m 7rae RsaA frrdpmty. 1f oast! Gtareot Be carpore8on, pererarahfp orlsnl6ed Aeblliy aorrrprny, aenafer elao Includes any drm+ga M ownership d mere Mreul (waity-five Pa~N (z9%) d the voWrp stodG Pm>nershlp irareets or lkriled AabAly dertomty trmerasta. as ten reee ~ be, of each Clrmraor. Honeyer, dais optlrn ataaa rot be emidsad by Lender N each aateedee o proM><[ad by federal IrMor by Petnsylvrrrk Iaw. TAXES lW17.LF918. The fdllowhg prOeftidts nWtlng to rid ltgtae and fees on Mrs Pnapsrly taa pert err this Mera~ega: LveytreetrL CrYarlar ahd'pey when nra (Ins a er evmda prior ffl daanquetwy) all tsxea: paytoA tam, spectra taxes, easeysslerlta, tooter drggsa mid aavrm servin dreryaa levied sgdlrtl tx on tlaeaera d Mte Property. aId ehaN pay wfran dlae d daWs !or work Qone on a to services eardered a rrra:arial rtrrrkrrod to the Propsriy. Grantor BMA m,irdekt the t~ropmty tree d env liar: tlavk+g pri0riy over Ix spat to the Inwrsat of Ladder wow able Morprge, exrxpi for Eaa.Erlsteg hldehlsdrrass rsterrod to it tNs Modgaga err those Emla rprdEaEy agreed to h wAEng by Lm~der, fad exoapt ipr ties Len d ttooes attd ae6s¢amash not dtaa as fteMtsr apected ~ fns Rignt b Genteel n+nynpla. ~. ttAljtit to Coastal. Grdrdot may wI1111toW POYmr'at d cry tax, aeatxwnare, Or delm In oolafecdorl wlUt a good fafMt ~. dispute aver the odigstlon to pay, w lon@ se LenJah Interest In Mr Property w not )argerdtxad. N e Aen takaa or is fibd as • aastltt at rrorpe}rrletM. Orator shah t.iri-t fltteen (15) days attar tM fen erase a. sf a !teas 4 fA.d, wilfdn "flEeen (1~ 4aye attm [Arerrtor Iaaa mtim d the irhg. aew.ro tlr dkchanga tr! ttte the. err N requested by terrdsr; deposE wiMr Lander auh or a sulfichrit ebaporeb sumty Ddrxi err War aeWfay aetbtectory to Larder h en armpud' eulEdeirt to fisdrarys rid edn pks airy -mob add rtmrontaeb attomdya' Hrs, a trtlaar dmeges Qlet oafd sacni4:ac s raetdl of a foredoatas a pale ardor Pre 1lCt. In oast odnlesL Grentdr aeYl defend ass[ tdd Lender sod s)lall. aaliafY arty. ad.gtae .Welgntettl berme mrbtcentsrt.egarxt rid Pr~edy. l3renbr Mrdl name terrier a err edddional obligasuMrar airy eatery bad tumished h the conleat prooeedrga. Evldeew o[ Peyerrit. Greittor sIr W upon rlernend furnlah to Lander aaasfadory tavi0mx;e err payment d rase terse orpese:6~trante~ad ~stldl euMtorcas' Mte eppropreta gwmxnanlal ogkiat to dallver ro Lartdm d say flora • wriMen Jul 07 10 11:30p ;jo~ce Shuman 717-567-3324 p, 36 MQR7GAGE LotaN qo: f 0005413tTD1 (Candnued} Ptge 3 sGrterrttrnt dthstaxas and asseumeata apmnq fie Properly. eiollp. d eaeotrctbr- GranlOr shad hOtlfy Lader at Masi 111een (i5) days boTore cry rv«k is uornnreneed, any services are hxrdstrsd, or any mmerials are suppped fn the Property, M arty rrredrenlo's Nm, rtretedatren's Gen, a aetrer Gen txtdd be assaAed orieewrrnt d the woAc, aatlriras, a rtreleAaY and the east exoaeds 35,e00Alt. GtanbrwlN uprn roquaK d Lender fUmish b Lade advance eaturancet satkfectory m Lendr that (}artar can end W n pay the cyst d tardy impfvfteorerru.. PACPERSY- DJtlIAGE IIi.SBRItNCE ifs TdlowNg proNSbea relatlnp b taurlrrp ttte PAY era a part of tNs Mertgsgt.:., Ilr~lelierlproa oftrmaaaa. Gra# strsfprown and melntati potdss d an Intrxarrus wtdr aertrdtr'd ermerrded amrape eMOfEamerMS to a teplammeM tmek r« Ute bG hsraable vtiue oovedeg A lmpravanarb m tits Red [hoperty In an..amotnt staident to avoN appllaAbn d er7l mhsuraaoe lose, and wWr a iWndatd rtbrlp~ee dates h favor d Lantlar. Cieanbr oboe abo procure erd rmFtreirr ooerpretrendva 9arr~ Ilabitly i rrcraanra ti a,ch sae aratxmu m Lander rosy requem with lender Derrp narrrea ss addibrral hwreae fi aura li~iky awrsrrce poedaa. Addidorralry, Grarrbr yaN smMakr sudt ocher t1letYarroa, Fxdtrdkrp txrt nd IirrrMed m Irararq husineae 'vrrernrp6rsr and borTr Insvanceas LaMar ^eY eegtire. AONraas sltN De wrlelan hY each IrerranCe Oorrvaias and h. wch form u. Bray bs.raetiorrahllr st;wptabk W Lander. Grarrmr shah deever to terrier oediaretac d rnvara9e lrom ,each insraer,4orrtelrtirrp a atpu4tlon tltaR mvaape winl rd be mrrodtrd «dmfraahed witMrR a mhrMsrm d tlReen'(15) days' prbi wrlleen rrolite b Lahr acrd rrd cvtrfainirrp arty diacldmer d tM inwsr"s iaHYty for feirxe to give. arch notice. Fadr insurance ponty raao strati Induda iH endaasaant providlnp That tawape I n favor of tmrUar wiN not he ingded, is cry waY M aryr sd, ermselon « tlefauh d Garr6ar a anY Other yerann. Shedd the Rte? Property be locatedin an arm desiorated by the Diecbr d the Federal F_trrerpancy trlartfpelnalt At7srr.Y as a ~Penael flood hared area. Grarrkrf eprsss to ODtaer and rrWmaYt Federor Food Irrnrranea, K avaCeNe, witlin rib days agar natlce is pNen ty Leader tMt rte FrropeAy h kxslad in a spedal fbod hsnrd area, for Ihs het urrpehl prirripd balance d-the loan and arty prior Il.as ole the propery teaaakg Mrs kfar~ ep b the matFrean pdky Ikrdta set isrder Ure tVanoerat Plead kaararo¢ fiapsn, « ere oU+enefoe regraiad ty Leadr, sari to mdntatl arch Fraranoe f« ltreterm d the ban. . ApgieaUm d Praoteds- Granf« stra4 p.orrptlY rrOUfy Lander d arrY lobs « rlanape to Mre Property If the esemebd met oT repair « rsplararrent exceeds S5, WJ.OD. Leader rosy make pnxT aT bss II Grenmr fmb m der fro wNhin ettcen (t5) days d rice csauaay- Yviretber rr nd Lmdds semray is lnriteind, Lady may, sr Lender's elecYOn, reaeivs ant retain the proceeds d sny kaurarrca sM aptdy Ilya preweds b Mre natludian d the Inde64dneas, pryrrrent d ay Nm atraUnp the Properly, « Mm remoratiort tad repair d the Property. n Carrie dads b aip~y the prouods m reamnNOn urd -rtpaM, 6ranmr stall nepelr « repYee ttr. demegod a demroyeef . ,Iraprovaaenls br.a rrrarnet traasfatatxy to Lander. larder rhml, upon .aeafectay Drool d tarde expeMNvro, pay or reimtxrae Ctrarrror Tram the praceada for M reaernxbB Dent of repW o restoration K Grara« is not h dafarrN - . under ttr's A1oriQapa.. Arty praeeeds wledr havo not peen dabrased tvlthYr 180 daye albr Melt receipt ant ntrkh Larder has rot mrar:tlad tD Ore repair a resmrason aT tree Proprty shall M used fast to pay cry sanwrd owing to Larder raxlx tale Mortpeya, lien to pry aomrad ltrtefalt. acrd lire rsmalnda , N ry, eheM he epF4e0 to fi0 p1iK.iPd pantos d. Rye kdehledrrses. K Lender holds arty proceeds sMr paymerrt N hat d the Indedtrkraas, such proceeds anti Mpald t~ Grara«as Grantors iryrrests rmryeopaet. CerePa+rrw erldiEalmlep lydeblsdaw. t]takp tM period H rrdrkar M'f E7dstkry krdeplednesa dasaibed belovr is "vr. •ef•ed aorapAerrot wiAt: the 4rawarioa provbions oeatairred n Mre irafrrmera evidenckrp ouch Existing thdebpdnem shat consUlu6d oompNUtm tMih the katrrence pmrd+toas under this hlorlpape, m the aortert LpnpNriOe vvNh Yre Terms d this Morfgttge would oOnsiitrae a dupaaafon d iraraarv re4drornart. 1/ any . pnaoeeds frvn Mie trrataence Nacwna payabe err lave, fir ~pravialans la tNa N4arlpeps Tor 6risim d laooseds shsa ... '°PpY °M' m that ooAOn d rte preeeeds Hoe peyabb m ens Holder d Me Exlatinp kds4reonsas firz•neafs rtepert m iatrr cans Upm request d Lender. hoslaver rrat n+ore then arroe a year. Graet« oboe frmrkh (q.Lender a report on eadr adaarrp pdky d ineuranae showing: (t) Mre rang d the i<reurar; (2) tM Arks ~arpaleQ; (3) uteamwM d the pagcy; µ) the ptoparfy~lrracred, the ehen orareat rapl.cemeM value d sueh properly, ard~ihe rrraner dddonnirirrg fiat valve: ant -(6) `fre acpkaean dale of the policy. GrerNor slat, upon requem Ot Center, ha-a an fadslerdsnt epprabar sadsfedey to Lardy detam'lne the rarit vdue reptewnrmt eoet oT 2he Property. :. Ld7109C5 FJ~@IOfTI1RE8:.1 arty screen or proceeding k aornrnbncei) Ihel would msialdly taffeta Ltmdrk Mereel in the I'rdt+erry IX K rdr'arxor tmk m. tamely vAer cry PraNdm d talc klonpeps a cry Rslsled Documarta, {rrWdlnp but rat NrnUed-fo Gnntds'Tetbre b soapy wish cry obnpetiOrr to rraktaeln F~dslerp htdebaedness to good ewrrdinp es raqulred OslOw, or b~datlr~rye m pay when dud any amrwtls Grantor Ls requked b tTadrerpe of tray wrier thN Mortgap-.« alY Relined f7aamaxs, Leader an Grardara baba/ may (but shat not 1>a obNpatsd a1 fake any ae3ian amt Lander ~'tfeems apDrap:tsee,,krrludrrp- but. not nndtrtl to diedrsrpirg « pryirrp tl taxes, a.ru. aewdY Interests. dKralrbnwam rand odrer rJstlraa,.d arty lkrre levied « pt6a60 on the Prapery and peyFp W mats roc insu~MlO, rwdrrlalnlnp end prestrvkrg the PraPany. AU~auCh tarpandOtros inuersd « rant by Lander for audi pwposes will then t»arkdereat at the rate charged 6xtder the dote from th0 dote Mrarrree «psld by l.Bndar to tie da4 01 rspaymest by Grantor. A.N eudr st~enses wpl becane ^ part d tM InOeEbgness end, at Lmrdars option, wit (A) bs payable on tlerrtand;'. (8j be~added•m Mre balerrps at fie Note and be appdaorwd ttmonp as ten psyabb with any Intaallttera DaYmEMS.tO. baOdtrM tiua during adtrer (1 j the term d arty aPPUrffiIS Insufarrn pgiey, or (2) the rsmelrrlrg farm d Mre Nut'!: a ' (C) ba trea0ad as a ptrlaon payrnert wrrich writ be due ant psyatrb at Ure Nalab nrskaay. Tre M«fpepe also WiA sectae payrrrent al Feaa anottrtts. t3udr riyrt aheJl fe in erttdNlan b ap rxher rghts and IBRl9dtna t0 which LeMp[ onal' be entitled upon Dafau! GrerAe/s obGpdarr to Landarf« dl such expense ahaN wnive the erary e( any nnartpaSje ioradcatae Jtrdpnrers. WARRAttiY; OEfEN~ OF TtfIP. the fdiowinp provlsbrra mlear,g b orvrnrehlp d the Prvporry are a part of a+'s Natpaps:._ .. _. Ttla Grantor w@rrants lhec (aj Grantor holds pond end nrerkeiebls title d record to Me Property h fie tikrtpie, ha.' acid dear'of aN Ilene end maaaManras other than those set forth in tM Rd Properly tlecalpdan «in the ,ifaicCrlp Irrtlebttr+rars saaian below « in cry doe imranee pantry, tMe report, «tirrd line opiMOn owed In favor d, Intl saapled.tiy, Lander M tomecaon with tlde klartpage. ant (b) Grantor tae Mre tun riphL povror, and aGihatty m erreeiae and deavsr W a trbrfpegs to, Lander_ Delenae d Tilt., SLpjsut to Mrs exoepdon In Ure pangrapit above, Grantor wemanb and wig forover defend .he tnle to'Mrs f'taperty apairW the lawful dsirrte d dl parons. In the event cry ttclon a prt>ceetltrp 14 eomtrenaed that i(i+eadars Ormtora tNb'or Mre infernal cl Larder render th4 Ma'tpape, Grvrtor shatl dsbrrd ttre action d Gtatiterti experna. Grsmor may ire fire rorrtlnel Dtuly kt such proeaadlrrg, but Larder shat t>o entitled to .psn-dpms ti the prOCaedlry a+0 to be r~eprmenpd U Kra proteedbrp try pOUrntd tH Lerdala own chip. ant - C~irx'R« wiN deliver, «cams a De dsGtered, b Leader ead+ katrurrierda as Larder may requem Trom time to lime ID"patron surly partldpeUon. ' Jul 07 10 11:31p ~oy.ce Shuman 717-567-3324 p.37 MORTGAGE Loan Na- 1000341380t (COl1tIHU9~ Page 4 Caro~and 1WIet't.arrs. Grenbr waaarss the he Property erd Gronbrs tm d Ilte Property tanptles Mtth a! edsting appeeat>te laws. eMnanun, and reguledona dyor~arrrmerdal sudwriies. drwty! d RepraesMstttars sad 1KSefatttlM. !Ip reproaentaton. aanardea, end aoteernenls med. M Grants in "tlds:Ylortgapp shNt suntw ero wteaelos and dsNrory d thk Mertpage, shell m careinuing h neftae, and shat tsmaln in full taros qrd silact 1thQ sash thts as Barrawds hrdehtedrtesc slral tra psld In lad. F~UYTINO elOEBTEDlES6. The falknWrg provhkns co+carr>Mrp F~itdrtp Irdabtedrxsss are a part of wa Mortgage: 6daskra LNn. The lend Ws blortgepa sPwdrrp the IndeMadness nay be aaoendary aM IMador to en atdetk+p lien::.. ~.Qevntor grpressly wveneds and ep«s to pep. or sq b the payrrrsd d. the Existlnp ktdebtedness and to provaM eery ddettA on sudt tndabtadneas, arty dafatlt under the Irrshtsrrents sddenriie sudr indab4dnaea, or wry default uhdw any seasip doaanerrd for such indabtetkrees. No-NudMadlaa. Gmrtor alts( not enter hb arry agroemerd LaWt the ltoUer d arty rrrortpaps d order r:earrity . agaeement whidr free priority owr fhb Mortgage by whit;h O'tat. nprseraeM b modllbd, amended, extended. « rrrrwsd whhoot. dre prior yattten opnasnt dLaralM. Gnnbrslral naNlrar tagttsst nor accept arty future edrancas trader arty such seardry agroatrrent wdhwt ere prior wril4ert aonaerd of (.ender- CONTIOIi The Toibwinp provisbrrs rebrrrp so oondemeedun piooeedMps ors a part d thM Mongspe: ff Lary Prxee6+rp to oorrdemwltn is fled. Gather almd promptly nddfy Lender bt writing. and Gtanfpr shall promptly take sash siege es may ba trsoseaary to delsnd the radian end ohtYrt ttr award. Grart[dr may 1N the nominal pNhr in atrth prdeeedarg, but Lender shad( be arrdded to padldpate in 1Ab proceeding and b U reptmertted in the ptoped+ng bIr misrad d 7e otm droicte, sraf Gronbr roll dallrer tx rouse W tra dalMtred la Leader surir iaelrtsnsrrb and cousnsrtlatlon as wy U repuealad by Lender fion+ tkrrs b rate tp pemril such ~~~, wppllatlm N Net Praeeeda. If ad err arty pert d the Property M mrdarmad by errantrm dorireh proceeEinps or by erry proceednp a pradrme d feu dcondermaGon, Lender msy at ere eledbn roaaro tRet all a wry portion d the set procsedt d tlr sarerd W apPled tb rre Irrdabtedrreas a are ropaV er roseoration d era RepeKY. The rot propeda of the nrrerd shalt nwa[r [ha award after paprrraM of al actual opals, expenses, errd altdtrreys' tees iparmed by leveler M mnneptlon wler fbe mltdetttttatlon. IMPOefllOlt OF 7~XE8, ~ AAD 17r1ARB0 BY OOVE~VTAL AUTMORfTIIS. The forwrirp provlaiats reletrrp to gpvertrnerta! fazes, fees Arai rtiarpsa errs a girt d th4 Mottpsys_ Cww'tl Taw, Fan ad gterpe. UPOn eeQUSSt by Lender, Orentor eher sxeutN sash dpeumsrrta in eddltion to ~dr4,MuAgape sad take vrlrale+ror dlw adorn b repuettted by Lender td perfect and opndrwe Lehdar"s Nan on ttw ,....Peal Property. Gronmr anal ralrriGesa Lender for err uoua, as destxbed below, tngsther vtrdlr YI aepenaas irwnrad. w reoordA9. pedaling or tnrrtirrulnp fhb Mortgage Itrehtdktp wirwut Rmretlon ad tars, fever, .. docrarrrrdry stamps, sad dRer rtrarges~for reoonLrtp vregweArtp ttris Mortpape. .Ttoa; The foMuar(ng sh9C dotaaqul9 texas to wfrk}r 1Ms ssofvr apples (1) a atxdRC !ez uvon thh type d Matgege Or tpart adl a rry psR d tM Indelteadrresa secured by Brie Mwtgepec (2) a apsahic taz on borrows xeer3t 19onosrer.la eurrorlmd or regaked t0 dodos hom paynrsrb on the hdebtednes sswrod try thh ypa or Marpegd: l3); ~a tar ai this type d Mortgage dntgeabl8 apehwt the t.sMsr «rre holder d ma Nde: end (4.) a apedRc~ lez wt ad a wry portion d thcindebRdneac 4r an peymenb d prhdpai erd inlereat made by Borrower. . _ Satiapuwrt Tues.. ~ B arty 6slt to wHOr Ihis seeavn sppliss b enatiad subasgtaN b the date d efts ape. efts ava+t shall trnra the. store esfid ere eat Errertl of Dateult, u+d Lender msy eioareYa sry or of d ds o.e.a6F taplldlBS to an. tlrart d oerwr w pravlded below urirrss Grantor eidrw (1) pays the taz before (t necarnes deMquen4 a ~ (2y mrtoesb der trtt as prpvlded above to the lexss std Lbns weapon srM deposrls wRtt Loader a±lt er •,ttuekign corporate sorely bond err Dater aeGalty aat4faday to tender. s@cUWrr-11t> RItaNCtNe YCATEaIENTii. lira b1lowing proviabrre ralallag b pia hlorta~ ere s sectrfy apreeriran(~6is ^ patt_ditds MwtOage: ... .. _ lS~eitrhy llerfattt~A. 7ffa kratrttttrent ehatl mnarMe s SedurRy Agraamese to the .xtwa arty d the Properly oohstiadtea fldtaes. and Lender ehsd fine dl of the rltltda d ^ sswred patty tattier ON L.hdfprnr Comnrsrdsl Cods . _ asremendld ham ttma to tlma. S.or'ity Infera.i Upon roWrwd by Lander, GrarOx she( feya wherever action b tepuesbd by Lendw 1o petted antlc0fi6tsrs LendeiYa sswrdy freend h rte Reres and Peraorrel Preparbr. Nr eddttlon to receMing Itr4 Marttle0e N ~ Oa'raal prap'ergr reowdati larder nay, ,n wry lima am vdlhout twp+er atMreritetion Rorn Grantor. Rte ereWed ivuMeryerts. oopls~ a nprdrNtcdorra dthls More~spe as a thrandnp ststenrenL Grarrmr she( roimburoe Lsralar for dl'azperNSe'tnalned h pwiectlny,or mndnrArtp tNs eswtilp krteresL Upon de1'eua, Grantor slwt! riot remwc, e4var 4r detach fie Persad Property from the PraPer4'. lJpan detarlt Grantor shad aeaenbla airy Perronai Popegy not elated to lyre Property in a naaaier and et a place reasorsbFy mnvanNru b Grwrdr enA Lsrrder and make h atraRstile in Urtler wltRlo r*t'a (3) days agar recelpl d written dsmaM Nora Lander to the axteat penNdsd try appamds Imo. . Addreaee4 TRa nwilrry etldresaes o/ -Grantor (dabbr) aw lsrder (scarce party) karrt whkfr irtlonrwtlart oonrm>Irrp the aectdty interest pruned try fhk keortpage sry U oblehsed (eadr se rogtmtrd try the Urtlform Canmerdal Cote} aro ere stated on the 11rlt paps of 11r1a Mortpees. ftlRllf9t A$6l1lLlNCElt; AODRIONrf4AU[110R17ATIOIfS. The ldtowing prpvWxla rolerag b ttadisr asuancas sad sdddlaaral audwrtzationa are a purl d fhb Moripape: FuRlis Aaavroitafr. Ai any tlme, hW flan ttma b time. upon request of Lander, Grant« vrrit malts. a:educe sad dekVtlr,. or witfnettss b be :node, e>maaed «deNrorod. to lender a >n readers daaip~rae, end Mren requested Ly Lerrdu, cause tu.~ t/ed. teca+ded, re4lted,'or reracarded, ati trews rsay bs, st audt tlinea end in aud:r aMws antlpleces as talydarmay dawn apprcprbte, shy asd sd sudt stwtpagea, doatls d wet esnalry deeds, savrrily Arratrdttg sfabrrrarrta, tmnlpttallon sbtdarrtenla, birranvAS d further astarrorrce, oerJdcslea, end ~~dotaaMa+ls a0 may. In M sds ophdon of Larder, ba treeeeaary «dseirotee K order to afrscfuatat txmvtste, Raktsd. i)txaanerds, ! d 2)a thi Ihiea+dp~ irroscasa tlr6 Matpepe m the swhethar . now.oweed « hweatbr scqufred b!r Grerrtor. UMeas proldbitsd bylaw err Leader agrees b the contrary h wtNktp. d'ar~atar shop roitryase Erecter icv all costa and at~wtxa ndrtred 4 rtzatectbn wlth the matters taferted m kt this pgra~raph. .AtldltlerMl Aurtedradorre.~ If Grarrbr fob io t1o +hy d the Ihkrps release 1o M the promdfng psragrspn, Larder ~may.,dy. ao for lend. br the- arose d Orareor and et Grantors rs~rye. Far stadr purposes, GrorrtDr hereby desYetife, hr Lenders eeN oplMon, 1 acmmpllsh thsflrnatteradietened to Mmpreoedhtg paragsu Is urWaralaod rtat rorerp M torlh hersir afrel +erXrrts Lender to t•14 rrry such eAlms. 0 Jul 07 10 11:31p MORTC>>R1GE Loan I~b: 10005413801 (Cor~Einued) 717-567-3324 p, 3g Page 6 W LL PERFORt1ANC£ N Borroursr ri Grrtttor pay alt the Indabtsdnees when due, and Grtreor olhatvtMs psAams etl tta, teilpafwra imposed upon Grantor udor fhis MoApepa, terMer shall ateMs wd dafvar b GrsrMOr • witehla satlefadion d Dds Afatpape errd eultabis aeatatnsnfa d tettniasdon d trry ifnatrirtp sblemset on els avidenccq Larders aeetrrRyr Mleresi 1n.we Rertlf and the PareaW Prapmty, Grerter rti! pay. ~ aormitbd by applkabb tare, arrY teaswatYe temleatlon fore sa dstarnrirsp by Lerdae from Urtre 1o timt. izltElV'fS OF D5rAl1L.Y. F~fi.d the foLowirg, a Larrdsn's option, shad canseWle en Event d []afault tinder this ~Hage. . Fayrnrrnt DefaulL~ :Borrower fort fp rrnloe any peynrertt vrtren due utxlc dye Indebbdrrtm. 'Ci.6utf an Odrer t#eyrsaaa, Fslure d Grador vriW n the time regtesd try ltrk Nelipegs tO note any PaYrasM tort tanaet or frreannoe, q arty otter Faf*nerrt neoeasery to prevent logg d or Tq aReQ 6scharge d enN tin. :.Q/pr(.Difat/te,, 0otfolasr a Granwr talk b comply with a b pertain any odrsr Mint. aWgallan, tx»etterd or axttlFtfarr onnMirad b thb Morlgapa a hr my dilre Related ~oa+raen9 a to tardy vriUr or to perform sry term, tiCltpaSort, gvensttt a ottttttgion oanbirted it arty oUtr apraernara betlween tartdar and Barfvwv or Grantor. O+fatd! in Favor d.11rH Pareta Should Bonvwar or arty Wantor da(aut ands any ban, etreroian d credit, GEalllty iQteetrratti patdteta or atlas aQeantatrt, a arty oltrsr aparrrartt. In favor M arty other eredeor or parson Mt.maY ^ratmiatlY etDacl arty d Barowars art tsyr Omrnmra ptoparbr or Henowers abifdy b repay the t1.aaMdtlness a Gorrowarls or Geaeeofa adtty to perfertn thtlr napeWve oDtlpatbns under bb Maapepe or arty relettsd~daaanerx. Fa1r Stsaetaenta My nanamy, rePreaarisUOm art ateternare rsreds m henMhed b Lender by 8arterver art Granlar rx m Baroear's art f3rartork hahaM under Uri. teodgape a the ftelatad Ooanwrb k faiae or mitlsedip In city e+atotid respect, sitfrsr pow art at U+a Eme wads u funiehad rx bscanet is4e or mialeadiegi at cry tlme iherestlet. Ds4CDrra CoNltrralketian. Tffs 6loripape a eny d the Radated Dacumerrb ceases tc he in full force acrd sties Qnetrdtra facture d arty edlaleral docrrnard b aaeM a relict and perfected aeesray fnMreel nr 6en) et any time eras for arty tieat»n. hr.dwncy. The dkaolutlpt or Mrntttratlm of 8onrarret's a Grtntore e>dstenoe as a pomp trrrtlneas, the inadvancy d Borrtrreer a Grontor, the eppdnhneM d a recelvar for emY part of Bonoararle a Granmre ProPartY. u d tasipmtentiw Ure bertNK d ms's. any tYPa df taedllQ wakarL orM wrrmstoemers d airy proeaadbq y ttarrWttptey a Iraoiraroy taw= by or against 6vtowrr or Caarttor_ pedpor a FaMltun Ptoeaadttee. Ceremmtrontard of foredoaura or torfefturo WocaadLtga, wheMr by )udit7ai procsedttg, selFttelp, roposaesaien a arty other method, fiy any aedlter d HOrtorrrer a Gasnta a by a+Y .gwgtxrMnral ,sporty apsinsl any property aeartrg Ura,trdahladrteas. Thk Inductors ^ ptrtriafta+eea d any d t3orrowa/a a Gmlot'i et7potetta, k7dadnq depeelt aotounM, wUh Lender. Ficwsver, thk Evae d DafatH ahstl not sppJy a chore k a gt~ed latch. daytrle by eonoaw or (iranmr a to firs vdidiy or rresaotraNNertest dthe ciatn wldih k Ule beak d tltaerodlbr ortarfdtua Weaaedinp and f Bmewsr art Grantor plvec Lttder vrrigen notice of .the -Gedhor a ftirNlluro proaeedng std deposits vrryh Leader monies a a array borM for the oredkor or brteiture prooesding, "rr en trmat%d-dMarmined by LseWar, H tts Bola disraatlan, as bsinp an adequate raeana art tread for the . dieWtn. .. .. ~.. Eslef4ta tndabMdasta. Tha.paymertt of m'Y instaUrtesot d pritClpal art wY itrtersst an the Edslhg indrrbtednem k '.'rret:mads arihkr M daa reryDFred by Ura prarrrksory rxre evirletrdnp such hrdebtednest, or a defaultdcWra under ..the metrtaaertt atrwdrtp such ladabtedrwn and u not farad dtatnp m apptlobw ptee+ padod in such inatrtrmemt. W layatat art trdrer stem le rnmrnortced to loreaoce arty tttdcsinp son trn M Pn~erpr. B"ns2li'df OOtw`AQrtwttent Any breeds M 9orrewer a torsrrb.• under M terra of arryr oMr apreemord between 9orriivrx u Grantor and Lander Utat k not rorttseaed vrittin any fl'aea lrariod provided Itrotetn, ineltrdtrp wlttbul ArrrMolorr any- ati!~!rrbem cencemhg any indebbdness or ofMr obiDalion of Bennatar or Grsrtor b Larder, x}tiiffief•eldatlpp,ngworlsssr....,, _. .. Inalrledrr~~or Gpasrmr. any d the ~preoadag evertb occurs reiti, roapea b arty GneraNor of arty d 8se under, G e^Y Guaranty dlsa or betnrr'res ercotrrpslemL a revokes or dkputes fire validity of, a Nahiety rrry uarartty of ere kdritlerkaes.. A'diae~ GrtrtQe. A mamrfal saarae cearge axua h t3mmeorh Hrarrcfd a>trdteurt, tx :ender baerws me Pt?cl of payrttard a perfarrnaree of cite Ytdabtedneaa b brtpahbd tnaectstty. Lerrdar art good falUr hreMws Ilsdf wtaeare, Rtphl to Curs H any da6tdt: dtltor then a dsMt/t in payment is curebfe end K Gronbr has not boon given a notice d.s bsrrh d }ra same provision of thk.N,ortpage wMtin the praea~rsp tweM It2) rrtenthf, It MY bo wrod H GrenlQ; ser reoeWlnp wreten notice fierrr Lender demending ore d such tldeult (1) eves the daMUh within ilfteen (is) days; or (2) if Ur0 ass ngrdrae more Oran 114ean (73) days, hranedardy irtieatea steps which Lander deems fn Lendafs aok dbwelBn to hs autnaera to are Use defstt sad areroaaer eaattrrea ad dtmplatea etl regatttrebb and eecassay slaps etttfltderrt to produoa aa+tglarrce at Goon ee nararady PractlraL RttiHTti AND REEgES Oa DEFAULT. Upon 1M ocoeranee d an Cyertt d D.fua end at any time tttarasRsr, Lenaar, m Lender'a~option, may arerdae airy one a nwro dths followirrp ~e Mtl remade; In addltlorr to sty other riphb art remet6es prevtled b'y Iew: AeoNartrb IndlrbMdrtese, Lender shore have 1hs eights a< Ica oP'tbn, agar pivSq each notloee ore required by epplicahle hrv, to dedere M ertite IrldeMedrteaa immerfately due tMk peyeMtL UOC-. Wmadear. With resPact b all a any pert Mthe-Personal Property, Letrdw ahdl hew ep Ura rtpMs and tsmsdroe d • secvsd party trader Ufa UNOortrt Comrnaciaf Coda. t:rXlse! ~tieMa. -Lerdor~ shat fteve the right vrtUtotrt rrdtica'b Borrower tx Qraeaor, to fake poeaeasbn d the Ply rind, tdth awititouLtakitq poeeesdon of the Ptepeny, b collect ere Mrrq htltrArrp arrrotatts pmt due ens vaPoid, end tppFy Use rrd pror-~e~s.orer cuff ahowLendrls Doers. eCsMt the Intbbledness_ In furNarance d ~thk -riDM. L.Ander mry requka. any terratrt art oeror user d M >kgperry b rrtsloe psyraents d rem art use Mss dreptly 1n L.endv_ It tla Rams are areeeeed by Larrdar, tiara Orarrtor fnovocbiy auftorl7p} Lerrdar b endorse klahtrrrtenb received it peynant iherad h the rams d Cxarior era to neppBste M same ens aalkd the Pn?ceeds, Payment try tanosrb W allay taan b Cattier in roaponae b Lender's [stand shag eaAisfy the oUlgatiwa tw' wtich the paymoats acs made, »tfedter tx not- sny ptvpar S, otttb for iha tbnattd exisaed_ Lsrdsr mby exarate rte nests usdar ttaa aubpaniprepir eFiror In peraert, M agent or thott~r ^ reedver. Appsirit liaohstr: ,Larrdar efall have the npM to Nr• ^ naHer appo(ritsd to talcs posasealon d at art any part d the F!roPerty, with Ure pcwar to Prefect and Rasaw Ma Propaly, b opaste rte PrePatY pracadlrrp Mtecloavro a aple.~, and to mgad the flame from Ura Property and apply Ufa proeaeda, over ant above the oast d the Jul 07 10 11:32p jo~ce'shuman 717-567-3324 IdORTC3ACiE lean No: 4006St13801 (Ctxldnued) Pape 6 +eoabersMp, aGaMst tfie ktdebRedrrma. 1Tw nulver rosy earw whhout bond M peeastted try bw. Lerder'a Aght to the sppoMFnant d • rocaiver alteg drier whtterer a not the epparers valor d the A'ePeny araWS the Indabtedrnss by a~wbalarMd sawutt 6mpls1mart try lender atol not dktKatiy a Parson from servbg s, ^ recdwr. ~~:Irdldet ier.deae.. terrier may tl6leir r }idldal deuce h Gratrla's Iraeraet M M or arty Psr'• of qe PrOp°`ty- ';POSaWIea tl tlfR ... Forme PurPOa d tx~~q P~t~r of dra Properly, Grarrmr h^rMy audtpftb end MnpaMnr arty almmtji d any cast d ramd in the Cismmaaeestb d Psnnsybada a alswrAtero, a atfon+sy for`l.eirtter end afl Parana. 9 under a tRrotgD Lartdar, to sign an sgreemsnt for eederktg h any coarpaaart ooiiA.sn amkebb actlon a yetbnan Rpr po.eea+ton of m. Propery end m rlPSer to. and omrem h+1gn'+at ,apainat'Gratitar.;sfd esairrt se. paraprs dwne9 tauter « Motyh Graabr, aor rite racorrry by Lartder tl . po.eeulon d ilte Arapsrty. wltlwut any, atey o1 trasalllon, fa whielr this hiorlpagq o- • Dopy d e>Ls Mertgepe verified b1 aKddvit. drll ba• erieldeni •varvrr; and tr+ererrpoe a Wnt d Peeaaselen rrwy d hrerrW fortlwwith 'widtwtasy Dridr w't1t«proaadina wbebobvx.~ Norae~drtim ~• - N P by law. tertdar may toredase Granfa'a lydereal b erg a b any paR d Uta pataofsd 13operly R the ~ PlUperty bl' rtorya9titd satrt DeReiviq JudpeMnf- Lander mry etxskt . Jttdpersrs td emir deacierwy rsnrsedrg fn tlts krdeibsOdneaa dud to Lendm alter applltaipn d d emataus recatred from the mortise d iha right pravldad In thk ssct6e. hrtwroy d 8affsranoe. tY Grantor rernalls In paaaeWon tl the ProPrrlY eflar rile Propely i aokl ra prawkted straw a l.erder othervka bsWrnss errWsd to powadon tl tlm 13ePertY upon dofrrt d Berrowx or 6renttr, Granter abet bsraere a lansrd d tedferenee of iatr)ar~« the prtrdrerar d the Property aed ttrai, d tinder's aptlon, altMr (1) tmY a roa~onatle roaul for the use d ins Propery. a (2) veeala the Property i+rnetfntey uporrr the demand tl Lerrdar. Qihrr Rateedles. landar ehee Acre all deter dgtrta and remOdies provided M This Mcrfiape err the Nola w aratlebla at, law u in equi[y_ Sato p Via PfepMly. To the ndwd panrdtud by sppauhle law. llwro+rx am t3rerap haaCy trafve any and aq right to have Crs Progeny pBrlfraied. In erosrddrrg tta rights end romeQet~ I.atlder alai he kee m rill a8 er any putt d the ProPo'4f topeher or saperatsty. In too gala a by aeparau nNS. Lander thaN oe erratead b bid et cry pubes dale en ere Or arty portion d the Property. Natlos d SsN. , tslldor sMll gt+e CafBYAOr farsarrafcl0 rr011ee Oaths ulna and p4oa d day lam deb d the PBraarral • `Pmpsry or d tna time attar vrtich arty priveas ale tl Darer taaptdaa dkpudtlon d ire Parsanal Property b to ba mods ladesa oarsrvJas reptbed by aDplieehls Wr, taesorobla nolioe ahatl Wren rdkn oh+an >k least ten (1U) -' dey5 trrfore the tbire d ate eW r: dsaoaition. My ode tl the Peaorrei prePerty msy be reeds in ca~jtrn Ginn wkh my ale d the Rent PIODeKY. EMcflon d Retasdlas. Elsriiorl ty Leerier b t><aeue any nenady std not erorluda puetAt d ant otter remedy. add an abcgon m raeNe a~alydilaea «io fate act7at b Pt~orm an ohlipatlat tl Grasdar rawer the llwtgape, alter Glarda's (dud m perform, tdrao rid sllsr3 lerdel'e right m deride a dafadt and amdae as reme6ea. IdotAktp urrtlp;etis MorlpaQe or aetentbs ahd oa tensarued w as b nrrdt or rarlrlct the dyds std natedks snaitable ro Lad'p1 totitaeip en E~erd o) Dtlfatrk," a In erry way b unit err restrict Cra riyrb end abiiy d leader b prsceed ~acay syplntl (4ar>tar errdlor Borrsrrar andror egNnat any doter oa.rrtoer, tWarieor, asaq' or errdaraer arrdar to pruraed egsirl sny Darer mlletarat tliroatb err krdbodly aetsetng tlts M~ksednass. Mternyrs' Foss: K lender betllutee eery aiVt d sction b enforce say d Ue letter d tilt nAapepe, tiidrAlraM Os erdtled b raoovr such =sari rs tea otarrtn+sy agtrdaa rearorrbls m aeansya' }sae d trlaF end trpm dry appear . vWtr#har a trot any court eedarr to tnvdved. and b the astert not pmltbasd by boa ere riaidrt66le a¢rNq!s-Lftrdor' 6caks tSrot'M Lender's apkrien an rrsoeaesy .t day tlme for Its proMdion d its irrtigresl err the enfaroanearRd b rights attar bewnro a pert d the Inde6ledrreaa payrbie an demand rw ,ha! loesr IJrLi'sgt; er tha.N01e tale from 11ra data d the vrpendMrre uetl repeal Ezperam coved 4Y mb ptwarapte irrohate. vfiltlpid~6nitditMi,'.Iwrewp srbjeel I'o e'rry irrrlb under appTKatrb taw. t;rrdar`a nlsaebls attorneys' tees and Lsodare bpal rlkpspba, taMMr « not ifrers b . laeault, lndudrp rsaearhb ' tam and axperuse for berlialwteY pfoceadbys (trLding effort b rtrodalr w wcak arrr auWlralGt: tday a tnJundtorr} tppeab, and any andrdpatad poiLL-iedDreati mlMdloa xervicaa, t!w o0ot d aeerdirO recdda otAehYne title tePnrte [arcMrdlnO foi+etlQMrre rApnps): surrsyoe>: reporbC,' and appraisal Mss and thb Ysuranp, b the atdYr[ pterritte0 by appSabFa isw. Gneetl also wr1 pay any oatrt costa, to addldarr b al other soma prsredad by taw. laOTiCEi. I1nYas oUwwise provided lay a fpictiMs taw, any nolks regWred b be ply order ails a.Wrepepa adrM he given~f": w11Mg, end rna ee eaecere when artray draveiad when eclueay retched trY ablfcrknae (rnleaa oAhareiaienlprirad by'larr}. molten daporZed rrhh a naap+aly r•oogr+ase overrrlgld ooteNr, a. ~ nerled, what depo>dtW In tea ~tlrtited SorAes mar, u fifer cMSS, tartllNd a reQfsartW et^i pgtage prepaid, drerJSd b fns sddrsaea atraNe rreer tfis~ba6krdng d fhla Malgsgn Ai capks d rroticea tltaadoaue hors t17s holder of dry ten wMdt Frss pdarily aver arts Mortgage and notlcas ptratlYA to 42 Pa. C.B.A. Section 8149, at aaq.. attM tra trtl b LsWsrk address, as stgwn tNar tas lrepstoktg tl this YOrtgeg0. Any Perk' rrrey olwrrpe td address for nntbrs wrier 1tYa Wprfgage by girirtp Aorlsel redden hollce m the dher ped9se, apsdfyktg tlret the purpose d the notlGl b b Change the patty's atldress' ioi Wolfed purposes; Grarbr sprees b fesP L~rrdsr iaonrosd at d ttmes tl Cirertmfa Gtlnam eddreee. Unless omerwles provided by aPOik'+tM law, tf tlrera k more than ens Grsnmr, arty nodes ghrott by Larder b erry Graratu N deeared m be nodes geral b y [§antaR AoVA/a~a NOME1f ilOR7CAGE (AJ Thk Yalpege aanxaa future advtrbae sods pwarrd to Mrs Nate or Related LloWrtteiAS. ~tNNrotrt tirnaiag tka farsgourg. dis YorSPgs senrna .sr edrwtxa mods by lslder a tfarYa< d any kind err nabrre ~snibed in 42 Pa, CSA i 8114. (B) H Cxenbr eartda s wiilun ttolioe b Candor rNIkL Dr+posta m pmk the Mrdebtsdrrms secured oI 7rte Nertgsia and b release ate oblfgmlon tl tarAar iP feeaa say eddlttorW advantae b a for the bine/t d Grerdor, tuotl a rrotlce atrall ba ktsriecdvs a b airy tutors advartras feeds: (1) b arotrk f0rrlpleien d the ~irrprovarrrsMs m trs Real PropadY f« whim tlm ben arbasad trsr'sbY was arg4Wy ossda; b Rat Mims, aawssnrMas, mdntenarre dhtrgaa and Ylwoena pramiuns: (S) let meta irterrad for rite preMCdOn the Property err Ure tort of,erFs Mar~pe; (,) an aarourt d e>~eruet Ineurr'ad tytaader fry resaon d • defstA d 8ancner or Grereor hatetuidir of ardor firs FLsNted Cotierieres err. undaf die NWS; raw (5) on seoautt d array oiMr coals instated bp' Lander b pr+oi,et Bird praeeir4 the aoPNY x the iNri d Ws Morlgaga. his the Ydsrrtlorr tl fie peniae hargo tftd dry audr advarreo made by Leader adlsr sny atx3l outloe by Grantor shut be sawed W the tree d tytts H1orlpgge on rite Prapadtt. Y18CELLAXEOUq PRCVp101kS.' Te foaoafrra niapa7tirreaW pteviNOns errs • part of fhb a0arlpagr Arwerdtettlas. 1'hMS lAorepege. logsiller with aiy tielslsd Doolartmtlrc Im Mo erriMe ardsrslsrding and sp.enir+r or Ina pares. a rio rMe merrara e.t rarer w rift saortgape. No atreration o1 err emerrdnere to tr,:c Meilpsgs stet toe slkr~lve. vdms yMSe M writlntl ant af9rrd b!! me Paay it pxtim twupal co tie dryad err halts PY the aNxatlort a attiYrdrrranR p. 39 Jul 07 10 11:32p jo~ce`shuman 717-567-3324 p. 40 .~ MORTGAGE Loan Na: t0Q0541380'1 (COtltltlUEl~ Page 7 Artnusi Rapab.' tt efts PrtpnV b used far purposes otror tyres t3rentars rttsldenca, Cxarxar shat fumisrt to Larder, rrpat raquaat, a asrtlflad atedamttt d net opaatlreg krone reearvod IYorn the Ptapefly drrkrp Grarttds preNSUC INCd year N toes form all dettiY as Lenfar sluff requlm. `NK oPetrrtlrt7 inorarr' snot mean as Cash tsxfpta !rem the Properly leas eP crab mryendNiaea treads in camecTan rrilh the opmdion of Ble Property Captlon ~ Capllon haed4ga h thts 1Aartgape ere for eamsn'anoe ptsposee only and am moil to Oa used so :eterpret m define ere provisions of tfdc Morl9oge. t:pwmkW saw. Thls fYlortgape M be govwttad by bdarsl iatr sppllplte b tatidea and, b gm eabnt not I*meraPbd rY iWerd less, Nra Irea of N+a CaanoraaarNlt d Aatrylranb wMkeut nagard M Ma ralf[le~ of law pedrlsldra. TNe Mortgage het been ttooapbd b7 t~re4a to stn Wneaenwsnlgt of ihnnaylvarrts 'Cholm'd Verirae, tf rhos b a lerwatlil. [~~ertlQ apses Lpell Larch's roquelst to wbrrdl to ikejvrsttiGion d the eaurts'of Ctsrtb'ertend County. CorrtseenweeiBt of Pemsylwtin Jekt and 9evefal UebOky. ~ AN obtipatiwa at 9orrowar and firartor ardor thb idortpag..n.o ere join eed aeveml, widetlrefereaces tv Greitta shell mean eet3~ a+d awry Cxrrter, aci all refamncas :o tforatrver 4te1 treats eetri end every Bonvvar. THa meant that early Grantor eigrwep babes b rsepena@fle fm ell aWlpatlom in tltb Mvtpage Where eery one Or nttea d iha pertles le a eorporegoh, pertrtership, Neeited lieeraty Company a elra4ru enltly, K is not naoaaeary Ter Lender to Inquln rnto ns poevara d arty d 1M dNCSre, dimCtors, peMxa, rrtsmbsrs, or odnr apeM1h ^ce^9 orpuTd'&'!3 w act ae tl.a entkya bNrait. and sty obtlgstona moos or ousted M reNanoe upon me prohas-d strersbe of web Powst* shat be guaraebad order this Mortgage. Ko Waiter btf Lander.- Larder setae not be deertrad h7 taw wsived arty tipltL order ttris Mortgage uMass toile nelv'J Ss gtven in writing and stgrad by Lender, !ia deity w omieabtt on the pat d Lender kr eosckip eny rpht shell operate as a rrelvat of sudr rtgM a sry outer dghL A wairra by Lattdar of a txaubion of tlr'x MMgepe shell nil pte},tdica a eoleefitute eweiva d Landers rigtd aBterttl(aa ~ de:ttgod etrfrt oomplianq tsNh lkat pfdYisbe tr any char provision of fhb Morlpsga No prior wreieer aY Lender, rot arty Caeae d daeFtp between Le+ttw all Grattor, aha8 constitute a waver d eny d lenders epttta a d try at Ornrtue'a dAps6ans as b enY N6ra traer:aUforta. VMrletteera the cereeertl of Lender b requtrod under thb rubrtgagq the tyeneng d Such oonseret by Lender m any 4tStanoe ahsN mat corxddta mfttrwirrg caraerR la eubnegttant Mtatantes turrets cctdt mnseN $ regtAred and h at rases suds mneenl may be parrtad a wMeeeld k the sole dboedon d lender. Seve-sbMBy. If o court of cotrpeNnt Jurfst/rxlart thds try provlslort of thk Mareg.ya b oe itegaL htvedfd, or urteMoreeatik as tp any dttxattstatea, the! frtdhg ansll not make the atlendky provlabn Nkpd, invalid, a ryeerrloreesbb a! to eny What CYElntetanee. ~ H feeslble, the. o(rendinp provls70rt sMl be aahsldl/ed IMdlfied ao that N bacorrtes fegd, veld att0 enforceable: h Bte Ctfendhp pntrrdon cenrtol W so modided, R dell be ' ~ wneldsrad deleted from this Mor(paga. Unleu alftervdse requl^ed b'Y taw, the INepeNty hvalidtty, a wrenleroeabiy m eny prowfan a NYa Matgsge shall not a*eC lee legeliy. relkiay or ereforoeadl'dy d my rm,e. plbvsm of eels Mortgage. teergaG There shell be ro merger d the iMarsat tr estates created bN ebb with any othx Irnere6t ar estaie.ln the Ropedy at arty sme held by ar for ttta benett d Lander in arty npadty vABrout the wrests mrsert d tarsier. - liezeatior Insaraeta. itw terms of fhb Modgape rhell W bkr~ep upon fdraraa, and upon Gnnlors heirs. personal retahaentathrw, ettcoeeadr., aril essi¢ts, and shill its erdseoeabk by Lervfer and its staxessaa and eesipra. Yitnw b of tM Fisaew_ Thee [s of the esserees in the perRarrafxa d this Martpags CEPWI'ta0N8.' The fogowkeg ~e>+plisfiaed weeds erid lasso what Rare yte tolowing merrrrrga vdten used h thb Mertgaga:;;;UNeas ap'stitralty staled ZD pee aordnry, atl nefemrrme to deter srrrOUrtla shop mean artreWrb in faw'fW rreafey d the Urdoad Stories d Pmertca. Wads and letter Used In the aiagula shill 'v+cirda tee pkaal, aril tFe pkml sheR'InrJl+de~ths airtpabr,'ac the canlaxt may regtrka. Wards and farms rwl otherwise dehtsd h silo Mortgage sksg tww the a+eaningc attr4u{ed Oo roily lerre9 M the Urtlform Canmrercd Code Bo+retesr. Thn word~'BOrrawer" maerta.Bip 9ae.8oat;. Ltd. W irvdudes aN co-signers end r6rnakem elpNrtg the Mete ra'M aY therrsucoessora arrd,aselpra. _ - . f)s1atNL' The ww'd.'p~efatdC elearts plc 0eT8tdt sat }orth kl' Wes ~MOrtQape M the seciltat t![lad'QefaulP, Emrlrameerdai t.irMa The woeda 'Envkanrantal Leas' rraart any end K rstat4 federal tad ktrxl statutes, regutireoirs and. o-!tsrtertcea relaerq to the protscllon d meear berth a the afMranmerrt, lrtcarmrtp wRtrout imtat4n the CCmpmheraFre EnvkoreganW Reepone.. Corrpenasiivr, and t~atatmy Ael of tH8t7, ac ameneed, 42 U.S.C_9ecsorr 981N, et seq. ('C£RCLA'), the Superked Amorednrevnc~ aril RoarrBrorizatton pot d 1988, Pub- L N'o~ 99499 ~'SARA"),1M hlaranfoue fAalsAateTrarraporwllon rtc4 49 U.S.C. 9setFon S BOi, d seq., rte Resource t:DYraaNilbn ano'~RsoavnryACC-42 U.9.C. 9suEVt 8901, al seq., a otttm appfkaNs aleb a federal laws, rtes, or reyuledone adopted pursW M tlistite. ' Event oi. Retwtt ~ TM, vrorde.'Evern of Deteull' mean cry of the svenis d dstask set Torth in This Morbjege in ore evenli d de(ecdt seitbn of lhts Mortgage.. F-O-Itdeblsdite.a..The words 'F~dstktp InoeOhedneas' mean ill htdattednrsti described in Bea EKielirp Llene priiytsten~Ct this Mwggegs. Grantor. The ward 'Carerltor starts Cow CeNre, hc.. Ruarateor_, Yne. !trord ~'Guerentof' mDSrO eny guarantor, surey,, ar accommodedon periy d eny a ab d cis lrtdabtedness. Oisn:ey, The wild 'OuaravM~ niaerls flee guarordy treys t3uarvtlor b Landry. indrdng without trnkadon a guefaiiry'd al of pert o! Bea Nda. Nsart(ow 7iubstanns. The words `Fieyardotte Subatmtoss' semen rnNeaels that. bestow of gent qusnty, cartantration ar pttyeibat, d>e>r.ical a kdecBoue rJratatfertetlea. rnery tyuee d pose a preaaM a pWarNel kezard 1tihtirttitrt Fteelth d Bee atMrortreertt Men hipropedy used; treated. stored. Aspmmed d, generated, etgm/ec3eed, trerwpCneQa ogw.rlsehertmed: TSla wade Tlaxsdor~9utr.esrCaa'aro nasd in f+tair •er7r brnedest sews s+E Indude~ wlBtout Nrnibtlon all all at tte>ardoua or tordc subsfancef, mabnafs a waste as gemrd by Cr Itstad untl.r eta FJrvi!onmeMai Laws:.. Thetean ~}fezardousstrbstartces'tlso btdudes, without I'vnlladon, PWro~sum a'td petrol@uin bY-products v grey iradien tnered and esbestoe. anprorNMab., The wild `Improvements' maarm ai asbtkp sad tutee imp'ovenaNa, brJldisge, etncnrma, mol}tie banes aNhred an Hie Reel PreDmrb, dadttles, addMons repWcerranfa and other taxtabuction s>n the Rsd - ~ . tedilelradeeR. Ths :word 'Indebtedness" mans all ptrdpel, IrltlemR, and olhar arrtouras, Coats and eurperrsm ... payahOtl,-under the Note a i2edatoo Docrynente. togetlwr eelth aJl raneurets d, axhreebna of mad+tkxtbns of, Jul 07 10 11:33p Joyce' shuman 717-567-3324 p. 41 MORTGAGE Login No= 10005d1380'I (CtxtlEnUtsdy ~. a ~ooesatdelfats d and subdiMlont far itre Nora tX ReW W Dowmarks and any anneaas eapoMed or adrarrced by LenGer 1n dkdwpe (~ranbrt otl4pttbrre a et~eness Incurred b7' Larder to Cdtrae C3ardors aW9etfent under thls. -MortQapq tayeMrer with irteraet en such emourts s prgnided fn tlrk tilortpayn speasc„ly, wltbout timite}bra, kideb~dnea indudea d arnm++b tlmt msy 6s indkeraly seeursd by the Croat-Collele.eYaion pmAtlon arlhisMOrlgega. .. t.endu . The wo~O."Lender tttaarra Susquehanna BtrYt P0. Wt arasstors end aealOrs- Lorojagt, 7ht ward ~'lsortyagr,• ratans 4iis Matyalle between 8renbr and Lends. Nab. Tke word 'Nate' mean the promissory note doted Aayuet /5, 2008. Yl tfia OrI~RM p1111Cfpil -atnouttt of X385,400.00 telw Bwrarrer to Larder, eopether wMr es rainwrYs of, srdarsbns of, ntodMimems a(: rsGnenrirps d, GorNOedetiant d, and w..taunons for the prorNrory rate err senement NO'Rf2r >ro ORANTOIt THEN07ECONrAIt+tIAYAIpABI,~MfT~S7RA7S Personal Aoprly. TAe wads 'Qertond Roperryr mean al sduiprrrsrt, dtMree, arM otrrer artkNe d tpertorre! property now a heredler owned by C,wntm. std (roar a hstMts eaadrsd err Mined to the RaeF propdM. Oogeirer wNh d ecoeesior~, prrLs,iM edddiora la, all replammstis of, rrW J auhetiktlorn for. arty of nrrlr property, eM to~IFrer rritle d prootedr Cuxtratirr0 wiUwrt limitation ME krneanm proowda enef rafiw+d+ at preml+tnt) trop any mlt a otlrs dbp0aitlon of the Pbvtrb. Pryperd. The Word 'Ptaperltr• trraana co10Wr~ely die Rod liapCLy arW r110 Patald Plapprly. Ra91'P~al+trty.. ~1le prordt "Red Propary green the nfal properq., kltaraMe end riptm, m prtdnr daerlbed H th[a MoKpape. tLlabd Doeteretrtz The worts 'RMated Dowmenta` eraarf d promissuy rrOlei. eroAt a~eemarlh. boa agreemenle, etrvhOnnaedai agtvenxtds, 9tstrsntgit, seustty alisrnsita, rnortpapaa deeds d trtrat. cewrRy deeds, edNmrat mwrtpaget, end a atirer Irrsbttrnerrts, aQeamewtt red doarmdML wharher rrew or 7rereofts 4dttirt9, axawttd b canneetlorr wllh the Indab4dntt: ~' RerM_ The word 'Barret' means el present and hrq+re rs"RS. rovmxra, iaoome, Iqum. toyehlea, profltt, and Darer-benaflb derived from the Nraparry. GRANTOR ApOiO'wl£DOtoS HAVING READ ALL THE MOV737ON3 OF THIS YORTGAf,'Q AI$y GRANTOR AORffS TQ RS TERMS. TkltB. MOR76Af7E i3 OtVEN URDFA titJtt AN6 fT IB OftE110ED THAT TR16 MO/[fGJ-GE Ifs ANO 6HALL CONSTAUTE AMl) }LAVE THE t}F$CT OF A SEALS WSIRYYENT IICCOItGINO TO LAW. IaAFlAN7OR: CDYECF7ITpE, aii ~ tar. .. rtnrntr ~ Irrt CERTIFICATE OF RESIDENCE I hereby cerWy, oral the preate address d the norgapsa. Susgrragamne 4nk PA, herein la a tdl0rve: Penmrboio' CoAtsona, 390 Fit! ps Drlve, Foote, PA 17025 ,. Atlomay a Apart !a Mon CORPORA'iE ACKNOWLEDGMENT ctsMropv~u.TH of PeeNSTLVaeA y ;: yes cotxrTr of ~i~~.•rtic~ } a, giro,, ere lh day err 20 !X~ eedote ma i2y~y-'ISrw~~-s: - the unders~ned tvo Pu 6a penarrofy apposed fiandolph W.-Re~r~-ir. dt tirt cottCtntn.fric gad Amanda E. RoWrr, Sa -Yy-ttt+tuar of Cove Grain, trra, who ecplaHed0ed them«Mes to is iM 1'addmt dCaw Ctutire, trra and iSoeritlaryfTrtatuwr d Cevt Ctnge, irK. of a oaporartion, end Wd they''-ea such Pre4dwt d Caw t?trtee, fnc, end D.crwtrylTnawnr dCurt Ctrrgs, kre., being auerorized tq d0 ere. eoteeuNd Ore rdepdnp tmtnanent fior tlw proposer IhereM cuMehwd W tlyrk+tt tLra ntme of the wrporaeon by ttremaeArea ea Pr..ident sa Cow CeNre, Ix rd S,evehrtyl7'raaturtr odCow CaAa, qrs.. to wfhrete rrllsrear l gwtmme st,my hand trd valr3al aegis. COA{AWNtVEALIf-t t~ PEhN~tSYl:VANIA Naary . in for fw State of /"/7 Ndsl,Yt Stag ,`~#SIIdY HtekO+et4.ldatrYAtt9C .' SuptdtetisTVrp.0aaplitQxrily Ny(3ttonrteionflgirs.gxre9; 20t1 Mwlbr. Raveylvank i-.wdMtat of Notritd Jul Or 10 11:34p Joyce Shuman 717-567-3324 p. 42 • ,: , , MORTGAGE Loan No:.~o0054138at {ConBnue~ ~a~Qe LASER Lending. Var.. .OP.003 Copy. al rK p s ase PA HiSQ9AFIKPA1CFi~LpLtGp3,FC TfiJ8418 PR~7' /~ / s' j' ~~ 1 ' CERTIFICATE OF SERVICE I, Bradley N. Sprout, Esquire, an attorney with Woolford Law, P.C., certify that on this date I served a true and correct copy of Plaintiff Westhafer Construction, Inc.'s Motion to Overrule Objections to Subpoenas upon the following counsel of record, by depositing the same in the United States mail, postage prepaid, addressed as follows: John J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street P.O. Box 999 Harrisburg, PA 17108 Bradley N. Spro Dated: September 22, 2010 13 WESTHAFER CONSTRUCTION, INC., PLAINTIFF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD., DEFENDANT : NO. 10-4363 CIVIL ORDER OF COURT AND NOW, this 29t' day of September, 2011, upon consideration of Defendants' Objections to Subpoenas and the Plaintiff's Motion to Overrule Defendants' Objections to Subpoena, IT IS HEREBY ORDERED AND DIRECTED that the Defendants' Objections to the Subpoenas are OVERRULED. Plaintiff Westhafer will be permitted to serve the subpoenas as proposed in the Notice of Intent to Serve on Susquehanna Bank, Members 1St Federal Credit Union and Sovereign Bank without further delay. By the Court, M. L. Ebert, Jr., J. mothy J. Woolford, Esquire ohn J. McNally, lll, Esquire bas ' r~3~,~~-~~s~i~~. ~~' ~?C ~~~ i ~~f~~JTAFi`~ 2~I~3OCr --!+ Pr3 1~ ~7 John J. McNally, III, Esquire Attorney I.D. No. 52661 E-Mail: jmcnally@tthlaw.com Corey J. Adamson, Esquire Attorney I.D. No. 204508 THOMAS, THOMAS & HAFER, LLP 305 North Front Street Post Office Box 999 Harrisburg, Pennsylvania 17108-0999 (717)237-7116 Attorneys for Plaintiffs WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO.: 10-4363 CIVIL JURY TRIAL DEMANDED DEFENDANTS' MOTION FOR RECONSIDERATION OF THE COURT ORDER DATED SEPTEMBER 29, 2010 OVERRULING DEFENDANTS' OBJECTIONS TO SUBPOENAS AND NOW, this 4a' day of October, 2010, come the Defendants, by and through their attorneys, Thomas, Thomas & Hafer, LLP, and respectfully file the instant Motion for Reconsideration of the Court Order Dated September 2010 Overruling Defendants' Objections to Subpoenas, stating and averring as follows: 1. Plaintiff commenced this action via the filing of a Complaint on or about 3uly 2, 2010. 2. Defendants were served with a copy of the same on or about July 7, 2010. 3. Simultaneously therewith, Plaintiff caused the Sheriff to personally serve three Notices of Intent to Serve Subpoenas. 4. Said Notices of Intent are for subpoenas to issue to (1) Susquehanna Bank, (2) Members 1st Federal Credit Union, and (3) Sovereign Bank. 5. Defendants filed Objections to these Subpoenas on or about 3uly 19, 2010. 6. Defendants objected on the grounds that, inter alia, the requests within the subpoenas were overly broad, not limited in scope to the subject matter of Plaintiffis Complaint, and requested the discovery of personal financial information ofnon-parties. 7. On or about September 22, 2010, Plaintiff filed a Motion to Overrule Defendants' Objections to Subpoenas. 8. On or about September 29, 2010, without notice or hearing, or adequate opportunity for Defendants to respond, Hon. Judge M.L. Ebert, Jr. of this Honorable Court entered an Order overruling Defendants Objections to the Subpoenas. 9. It is respectfully submitted that pursuant to Cumberland County Local Rule of Civil Procedure 208.3(a) subsections (4) and (7) that a hearing should have been scheduled on the matter, or at least a briefing schedule set forth to provide Defendants an adequate opportunity to respond and the parties to fully argue the issue. 10. In other words, Defendants were not even afforded ten (10) days to respond to Plaintiff s Motion.l 11. Pursuant to Pa.R.C.P. 208.3(a), a motion maybe considered initially without written responses or briefs, but the Court may not enter an Order that grants relief to the moving party The Court's attention is directed to the twenty (20) day response time contained in Pa.R.C.P. 208.3(b). Though there is no Local Rule 208.3(b), and thus Plaintiffs Motion is perhaps not within the parameters of Pa.R.C.P. 208.3(b}, Defendants submit that the twenty day requirement is instructive as to what the minimum opportunity is for parties to respond to a Motion. 2 unless the motion is presented as uncontested or the other parties to the proceeding are given an opportunity for argument. 12. Plaintiff's Motion was not certified as uncontested, counsel for Plaintiff never sought defense counsel's consent, and indeed, Paragraph 53 of Plaintiff's Motion indicates that the Motion is contested. 13. No hearing was held, nor argument heard, on the Motion. 14. Accordingly, Defendants respectfully request this Honorable Court reconsider the Order of September 29, 2010, and vacate the same, and hold a hearing on the Objections/Motion to Overrule Objections, or at the very least, provide Defendants an opportunity to respond prior to ruling upon the same. 15. Moreover, Defendants have filed Preliminary Objections to Plaintiff's Complaint, including an objection on improper venue. If sustained, the matter would be transferred from Cumberland County, and this Honorable Court would not have jurisdiction with regards to the issuance of the subpoenas. 16. Therefore, it makes sense to hold a ruling on the Motion to Overrule Objections to Subpoenas in abeyance until this Honorable Court rules on Defendants' Preliminary Objections as to venue (argument is scheduled upon the same for October 6, 2010). 17. Pursuant to Local Rule 208.3(a)(2), Hon. Judge Ebert has prior involvement in this matter, having issued the Order for which Defendants seek reconsideration. 18. Pursuant to Local Rule 208.3(a)(9), although Defendants did not contact Plaintiff prior to filing the instant Motion, Plaintiff does not concur in the same, as they filed the Motion to Overrule Defendants Objections, which resulted in the Order for which Defendants seek reconsideration. 3 WHEREFORE, Defendants respectfully request this Honorable Court reconsider and vacate its Order of September 29, 2010, and allow Defendants opportunity to respond to Plaintiffis Motion to Overrule Objections, and/or hold a hearing on the matter. Respectfully submitted, THOMAS, THOMAS &~ LLP Date: October 4, 2010 v John J. ID~clQally III, Esquire Attorney I.D. N 52661 Corey J. Adamson, squire Attorney I.D. No. 204508 305 North Front Street Post Office Box 999 861632.1 Harrisburg, PA 17108-0999 (717) 237-7116 (717) 237-7105 facsimile Attorneys for Defendants 4 CERTIFICATE OF SERVICE I hereby certify that on October 4, 2010, a true and correct copy of the foregoing Motion for Reconsideration was served via United States 1St Class Mail, postage prepaid, upon counsel for Plaintiff as follows: Timothy J. Woolford Esquire Bradley N. Sprout, Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 (Counsel for Plaintiff] u~ ~~ Connie S. Fritz 858045.1 t a., ~~ ~ ~ ~f~ ~~,t~~i ;i~ ,fin tJ~ ~ev:.. ~~.,~r ~,~~ CC1U~~~`°~ j' ~Fui !'V ~ •• John J. McNally, III, Esquire Attorney LD. No. 5266]. E-Mail; jmcnally@tthlaw.com Corey J. Adamson, Esquire Attorney I.D. No. 204508 THOMAS, THOMAS & HAFER, LLP 305 North Front Street Post Office Box 999 Harrisburg, Pennsylvania 17108-0999 (717) 237-7116 Attorneys for Plaintiffs WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO.: 10-43b3 CIVIL JURY TRIAL DEMANDED DEFENDANTS' MOTION FOR RECONSIDERATION OF THE COURT ORDER DATED SEPTEMBER 29, 2010 OVERRULING DEFENDANTS' OBJECTIONS TO SUBPOENAS AND NOW, this 4th day of October, 2010, come the Defendants, by and through their attorneys, Thomas, Thomas & Hafer, LLP, and respectfully file the instant Motion for Reconsideration of the Court Order Dated September 2010 Overruling Defendants' Objections to Subpoenas, stating and averring as follows: 1. Plaintiff commenced this action via the filing of a Complaint on or about 3uly 2, 2010. 2. Defendants wexe served with a copy of the same on or about July 7, 2010. 3. Simultaneously therewith, Plaintiff caused the Sheriff to personally serve three Notices of Intent to Serve Subpoenas. 4. Said Notices of Intent are for subpoenas to issue to (1} Susquehanna Bank, (2) Members 1st Federal Credit Union, and (3} Sovereign Bank. 5. Defendants filed Objections to these Subpoenas on or about July 19, 2010. 6. Defendants objected on the grounds that, inte~° alia, the requests within the subpoenas were overly broad, not limited in scope to the subject matter of Plaintiff's Complaint, and requested the discovery of personal financial information ofnon-parties. 7. On or about September 22, 2010, Plaintiff filed a Motion to Overrule Defendants' Objections to Subpoenas. 8. On or about September 29, 2010, without notice or hearing, or adequate opportunity for Defendants to respond, Hon. Judge M.L. Ebert, Jr. of this Honorable Court entered an Order overruling Defendants Objections to the Subpoenas. 9. It is respectfully submitted that pursuant to Cumberland County Local Rule of Civil Procedure 208.3(a) subsections (4) and (7) that a hearing should have been scheduled on the matter, or at least a briefing schedule set forth to provide Defendants an adequate opportunity to respond and the parties to fully argue the issue. 10. In other words, Defendants were not even afforded ten (10) days to respond to Plaintiff s Motion.l 11. Pursuant to Pa.R.C.P. 208.3(a), a motion maybe considered initially without written responses or briefs, but the Court may not enter an Order that grants relief to the moving party ~ The Court's attention is directed to the twenty (20) day response time contained in Pa.R.C.P. 208.3(b). Though there is no Local Rule 208.3(b), and thus Plaintiff's Motion is perhaps not within the parameters of Pa.R.C.P. 208.3(b), Defendants submit that the twenty day requirement is instructive as to what the minimum opportunity is for parties to respond to a Motion. 2 unless the motion is presented as uncontested or the other parties to the proceeding are given an opportunity for argument. 12. Plaintiff s Motion was not certified as uncontested, counsel for Plaintiff never sought defense counsel's consent, and indeed, Paragraph 53 of Plaintiff's Motion indicates that the Motion is contested. 13. No hearing was held, nor argument heard, on the Motion. 14. Accordingly, Defendants respectfully request this Honorable Court reconsider the Order of September 29, 2010, and vacate the same, and hold a hearing on the Objections/Motion to Overrule Objections, or at the very least, provide Defendants an opportunity to respond prior to ruling upon the same. 15. Moreover, Defendants have filed Preliminary Objections to Plaintiff's Complaint, including an objection on improper venue. If sustained, the matter would be transferred from Cumberland County, and this Honorable Court would not have jurisdiction with regards to the issuance of the subpoenas. 16. Therefore, it makes sense to hold a ruling on the Motion to Overrule Objections to Subpoenas in abeyance until this Honorable Court rules on Defendants' Preliminary Objections as to venue (argument is scheduled upon the same for October 6, 2010). 17. Pursuant to Local Rule 208.3(a)(2), Hon. Judge Ebert has prior involvement in this matter, having issued the Order for which Defendants seek reconsideration. 18. Pursuant to Local Rule 208.3(a)(9), although Defendants did not contact Plaintiff prior to filing the instant Motion, Plaintiff does not concur in the same, as they filed the Motion to Overrule Defendants Objections, which resulted in the Order for which Defendants seek reconsideration. 3 WHEREFORE, Defendants respectfully request this Honorable Court reconsider and vacate its Order of September 29, 2010, and allow Defendants opportunity to respond to Plaintiff's Motion to Overrule Objections, and/or hold a hearing on the matter. Respectfully submitted, THOMAS, THOMAS &,~ LLP Date: October 4, 2010 (~ John J.1C~c1Va11y III, Esquire Attorney LD. N 52661 Corey 3. Adamson, squire Attorney I.D. No. 204508 305 North Front Street Post Office Box 999 Harrisburg, PA 17108-0999 (717) 237-7116 (717) 237-7105 facsimile 861632.1 Attorneys for Defendants 4 CERTIFICATE OF SERVICE I hereby certify that on October 4, 2010, a true and correct copy of the foregoing Motion for Reconsideration was served via United States 1St Class Mail, postage prepaid, upon counsel for Plaintiff as follows: Timothy J. Woolford Esquire Bradley N. Sprout, Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 (Counsel for Plaintiff) l.~ ('. i Connie S. Fritz 858045.1 'i ?„t "~'~ k ~ ~"1 pig a.7 1 r;'~ : l P ,.P q y`',.. .. John J. McNally, III, Esquire Attorney I.D. No. 52661 E-Mail: jmcnally@tthlaw.com Corey J. Adamson, Esquire Attorney I.D. No. 204508 THOMAS, THOMAS & HAFER, LLP 305 North Front Street Post Office Box 999 Harrisburg, Pennsylvania 17108-0999 (717)237-7116 Attorneys for Plaintiffs WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CNIL TERM NO.: 10-4363 CIVIL JURY TRIAL DEMANDED DEFENDANTS' MOTION FOR RECONSIDERATION OF TI3E COURT ORDER DATED SEPTEMBER 29, 2010 OVERRULING DEFENDANTS' OBJECTIONS TO SUBPOENAS AND NOW, this 4th day of October, 2010, come the Defendants, by and through their attorneys, Thomas, Thomas & Hafer, LLP, and respectfully file the instant Motion for Reconsideration of the Court Order Dated September 2010 Overruling Defendants' Objections to Subpoenas, stating and averring as follows: 1. Plaintiff commenced this action via the filing of a Complaint on or about July 2, 2010. 2. Defendants were served with a copy of the same on or about July 7, 2010. 3. Simultaneously therewith, Plaintiff caused the Sheriff to personally serve three Notices of Intent to Serve Subpoenas. 4. Said Notices of Intent are for subpoenas to issue to (1) Susquehanna Bank, (2) Members 1st Federal Credit Union, and (3) Sovereign Bank. 5. Defendants filed Objections to these Subpoenas on or about July 19, 2010. 6. Defendants objected on the grounds that, inter alia, the requests within the subpoenas were overly broad, not limited in scope to the subject- matter of Plaintiffs Complaint, and requested the discovery of personal financial information ofnon-parties. 7. On or about September 22, 2010, Plaintiff filed a Motion to Overrule Defendants' Objections to Subpoenas. 8. On or about September 29, 2010, without notice or hearing, or adequate opportunity for Defendants to respond, Hon. Judge M.L. Ebert, Jr. of this Honorable Court entered an Order overruling Defendants Objections to the Subpoenas. 9. It is respectfully submitted that pursuant to Cumberland County Local Rule of Civil Procedure 208.3(a) subsections (4) and (7) that a hearing should have been scheduled on the matter, or at least a briefing schedule set forth to provide Defendants an adequate opportunity to respond and the parties to fully argue the issue. 10. In other words, Defendants were not even afforded ten (10) days to respond to Plaintiff s Motion. ~ 11. Pursuant to Pa.R.C.P. 208.3(a), a motion inay be considered initially without written responses or briefs, but the Court may not enter an Order that grants relief to the moving party The Court's attention is directed to the twenty (20) day response time contained in Pa.R.C.P. 208.3(b). Though there is no Local Rule 208.3(b), and thus Plaintiff's Motion is perhaps not within the parameters of Pa.R.C.P. 208.3(b), Defendants submit that the twenty day requirement is instructive as to what the minimum opportunity is for parties to respond to a Motion. 2 unless the motion is presented as uncontested or the other parties to the proceeding are given an opportunity for argument. 12. Plaintiff's Motion was not certified as uncontested, counsel for Plaintiff never sought defense counsel's consent, and indeed, Paragraph 53 of Plaintiff s Motion indicates that the Motion is contested. 13. No hearing was held, nor argument heard, on the Motion. 14. Accordingly, Defendants respectfully request this Honorable Court reconsider. the Order of September 29, 2010, and vacate the same, and hold a hearing on the Objections/Motion to Overrule Objections, or at the very least, provide Defendants an opportunity to respond prior to ruling upon the same. 15. Moreover, Defendants have filed Preliminary Objections to Plaintiff s Complaint, including an objection on improper venue. If sustained, the matter would be transferred from Cumberland County, and this Honorable Court would not have jurisdiction with regards to the issuance of the subpoenas. 16. Therefore, it makes sense to hold a ruling on the Motion to Overrule Objections to Subpoenas in abeyance until this Honorable Court rules on Defendants' Preliminary Objections as to venue (argument is scheduled upon the same for October 6, 2010). 17. Pursuant to Local Rule 208.3(a)(2), Hon. Judge Ebert has prior involvement in this matter, having issued the Order for which Defendants seek reconsideration. 18. Pursuant to Local Rule 208.3(a)(9), although Defendants did not contact Plaintiff prior to filing the instant Motion, Plaintiff does not concur in the same, as they filed the Motion to Overrule Defendants Objections, which resulted in the Order for which Defendants seek reconsideration. 3 WHEREFORE, Defendants respectfully request this Honorable Court reconsider and vacate its Order of September 29, 2010, and allow Defendants opportunity to respond to Plaintiff s Motion to Overrule Objections, and/or hold a hearing on the matter. Respectfully submitted, THOMAS, THOMAS &~, LLP Date: October 4, 2010 (~ John J. lt~~fally III, Esquire Attorney I.D. N 52661 Corey J. Adamson, squire Attorney I.D. No. 204508 305 North Front Street Post Office Box 999 Harrisburg, PA 17108-0999 (717) 237-7116 (717) 237-7105 facsimile 861632.1 Atto~~neys fo~~ Defendants 4 CERTIFICATE OF SERVICE I hereby certify that on October 4, 2010, a true and correct copy of the foregoing Motion for Reconsideration was served via United States 1 S` Class Mail, postage prepaid, upon counsel for Plaintiff as follows: Timothy J. Woolford Esquire Bradley N. Sprout, Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 (Counsel for Plaintiff) . ~" - Connie S. Fritz 858045.1 ., ~ oc~ n7za~r~ WESTHAFER CONSTRUCTION, INC., Plaintiff v. RANDOLPH W. ROHRER and BIG BEE BOATS, LTD., Defendants nth AND NOW, this : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO.: 10-4363 CIVIL . c-, ,~,,,, ° JURY TRIAL DEMANDED .,~ ~ ~ --~ c~ .,. ~ ORDER ~'' ~-' e~ ~ ~~' -~ ~- day of ~ C~ ,upon consideration ~ef~da~ -~..~ rw ~, ~ ~~ Motion for Reconsideration of Court Order Dated September 2010 Overruling De~endar~s' Objections to Subpoenas, it is hereby ORDERED and decreed that said Motion is GRANTED. It is further ORDERED and DECREED that the Court's Order of September 29, 2010 is VACATED, and a hearing on Plaintiffls Motion to Overrule Defendants' Objections to Subpoenas will be held on ~ L~ • ~ ~ , 2010, at $ ~ 1~ am/ 1, in Courtroom ~_ Briefs will b will not be required. Briefs shall be filed by BY THE COURT: ~_ Distribution Legend: Timothy J. Woolford Esquire Woolford Law P.C. 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 Counsel for Plaintiff Copies rn~. ~~~~/ to/~ ~to 2~!. t ~ohn J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street Post Office Box 999 Harrisburg, PA 17108-0999 Counsel for Defendants ,,,-~ c Q ca ~' _~ r' ~, -~ `~ ~ ----i --. ~ ~.; -~ ~~ ~.> ,~-.~.~_ rte ~=' -~- ~, c, ' - ., ~ ~~ ~. r a ~~ > ti r;:' r-~a <~rr ~ ~` --3 -ri rn rrl C:) C-) "T1 WOOLFORD LAW, P.C. M By: Timothy J. Woolford, Esquire o Attorney I.D. No. 78941 -r -n 6 -n By: Bradley N. Sprout, Esquire r' C-) -? Attorney I.D. No. 203182 ? Wheatland Place I-- 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: 717-290-1190 Attorney for Plaintiff F: 717-290-11% Westhafer Construction, Inc. WESTHAFER CONSTRUCTION, INC. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY Plaintiff PENNSYLVANIA V. CIVIL TERM RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD. NO. 10-4363 CIVIL Defendants JURY TRIAL DEMANDED PLAINTIFF WESTHAFER CONSTRUCTION INC.'S RESPONSE TO THE DEFENDANTS' MOTION FOR RECONSIDERATION OF THE COURT ORDER DATED SEPTEMBER 29, 2010 OVERRULING DEFENDANTS' OBJECTIONS TO SUBPOENAS Westhafer Construction, Inc. ("Plaintiff' or "Westhafer"), by and through its undersigned counsel, Woolford Law, P.C., hereby submits this Response to the Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objections to Subpoenas and, in support thereof, states as follows: 1. Admitted. 2. Admitted. 3. Admitted. 4. Admitted. 5. Admitted. 6. Denied. Defendants' Objections to Subpoenas ("Defendants' Objections"), as a written document, speaks for itself and, therefore, the averments contained in this paragraph are 1 denied. By way of further response, as was set forth in Westhafer's Motion to Overrule Objections to Subpoenas ("Motion to Overrule"), and as was found by this Court, none of the objections raised by the Defendants were meritorious. 7. Admitted. 8. Admitted in part and denied in part. It is admitted that on September 29, 2010, the Honorable M.L. Ebert, Jr. of this Court entered an Order overruling Defendants' Objections to the subpoenas of Susquehanna Bank, Members 1St Federal Credit Union, and Sovereign Bank. However, any implication by Defendants that it was improper for the Court to overrule Defendants' Objections at that time is specifically denied. To that end, the Defendants' position on the discoverability of the documents and information requested in the subpoenas was fully set forth in Defendants' Objections, which were clearly considered and rejected by this Court before issuing its September 29, 2010 Order overruling Defendants' Objections. 9. Denied. No hearing or briefing schedule was required on Westhafer's Motion to Overrule. Notably, neither of the provisions of Local Rule 208.3(a) cited to by Defendants specifically provide for the right to oral argument or briefing of the issues raised in Westhafer's Motion to Overrule; rather, pursuant to Local Rule 208.3(a), oral argument and briefing may be scheduled at the discretion of the Court if the Court deems argument or briefing necessary to decide the issues presented in the motion. See C.C.R.P. 208.3(a)(4) & (7). In the present case, neither argument nor briefing of Westhafer's Motion to Overrule was necessary as the Defendants clearly set forth their positions in their Objections, which positions this Court clearly found unpersuasive when considered in conjunction with the positions set forth in Westhafer's Motion to Overrule. 2 10. Admitted in part and denied in part. Westhafer admits that this Court entered its Order overruling Defendants' Objections less than ten days after it submitted its Motion to Overrule. However, Westhafer denies that it was improper for this Court to have done so, as Defendants clearly set forth their positions and arguments concerning Westhafer's proposed subpoenas in their Objections. Thus, Defendants were heard on this issue, and Defendants' positions were found unpersuasive. 11. Denied. The language of Pennsylvania Rule of Civil Procedure 208.3(a) speaks for itself. However, Defendants were heard on this issue and, thus, it was not improper for this Court to enter its Order overruling the objections to the subpoenas without providing Defendants further opportunities for oral argument on and briefing of the issues. Specifically, Defendants clearly and fully set forth their positions as to why Westhafer's subpoenas to Susquehanna Bank, Members 1St Federal Credit Union, and Sovereign Bank should not be issued as proposed in the Notices of Intent to Serve. Westhafer, in filing its Motion to Overrule, responded to these arguments by setting forth its positions as to why the subpoenas were proper as proposed. This Court then considered both Westhafer's and Defendants' positions before ruling that the objections to the subpoenas should be overruled. What Defendants are really asking for is a second bite at the apple, i.e. a chance to make arguments that Defendants may feel they should have made, but failed to make, in their original Objections. Rule of Civil Procedure 208.3(a) provides for each party to be fairly heard on a contested issue before the issue is decided by the court; it does not provide for one party to obtain a second bite at the apple. Therefore, the purpose of Rule 208.3(a) has been fulfilled in this case, and Defendants' present Motion should be denied. 12. Admitted. 13. Admitted. By way of further response, no argument or hearing was necessary for the reasons set forth above in Paragraphs 8 through 11. 14. Denied. For the reasons fully set forth in Paragraphs 8 through 11 above, Westhafer denies that Defendants are entitled to the relief requested. 15. Denied. This Court currently has proper jurisdiction over this case and, therefore, currently has jurisdiction to issue the subpoenas in question and rule upon Westhafer's Motion to Overrule. Defendants' request to defer a ruling on Westhafer's Motion to Overrule until the preliminary objections are decided is simply another transparent attempt by Randolph Rohrer and the Cove Centre to improperly delay the payment of funds due to Westhafer for the work it performed on the Cove Centre Project. 16. Denied. By way of further response, Westhafer incorporates its response to Paragraph 15, above. 17. Admitted. 18. Admitted. WHEREFORE, Westhafer Construction, Inc. respectfully requests that this Court deny the Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objections to Subpoenas. 4 Respectfully submitted, WOOLFORD LAW, P.C. By: Za" Timothy J oolford '?' V L Attorney". 78941 Bradley N. Sprout Attorney I.D. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: 717-290-1190 F: 717-290-1196 Dated: October 13, 2010 5 CERTIFICATE OF SERVICE I, Bradley N. Sprout, Esquire, an attorney with Woolford Law, P.C., certify that on this date I served a true and correct copy of Plaintiff Westhafer Construction, Inc.'s Response to the Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objections to Subpoenas upon the following counsel of record by hand- delivery at the hearing held at the Court of Common Pleas of Cumberland County, 1 Courthouse Square, Carlisle, Pennsylvania, 17013. John J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street P.O. Box 999 Harrisburg, PA 17108 By: Dated: October 13, 2010 Timothy J. oolford Attorne .D. 78941 Bradle N. Sprout Attorney,I.D. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: 717-290-1190 F: 717-290-1196 6 WE5THAFER CONSTRUCTION, INC. Plaintiff v. RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD. Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA CIVIL TERM NO. 10-4363 CIVIL 3URY TRIAL DEMANDED ORDER AND NOW, this ~ ~~ day of Q ~~~ fl~D L~" , 2010, the issuance, service and production of documents sought by the attached subpoenas served upon the following financial institutions -Sovereign Bank, Susquehanna Bank, and Members 1st Federal Credit Union - is STAYED pending further Order of this Court. BY THE COURT: Distributed legend: imothy J. Woolford, Esquire Woolford Law, P.C. 941 Wheatland Ave, Suite 402 Lancaster, PA 17603 Counsel for Plaintiff ohn J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street P.O. Box 999 Harrisburg, PA 17108 Counsel for Defendants ,. . 11~~.1.5'/tC~ /'~ i M.L. Ebert, Jr., J. .~ c~ -~, ~ ~ ~ ~ -~ ~ = ~~ --, r ~~ ~~ ~ oca o ~ ~ --+ x~ D° ~~ ~ a~ o ~ ~-~ ;w ~ "+ -< t.,J a' ~ ~ r ~, COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Conshvction, Inc. I ~ ~ ~ ~ I A Plaintiff' File No. t(~ VS. . Randolph W. Rohrer and Big Bee Boats, Ltd. Defendant SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Sovereign Bank, located at Penn Square Center, 60I Penn Street; Reading, PA 19601 (Name of Ferson or Entity} Within twenty (20) daps after service of this subpoena, you arc ordered by the court to produce the following documents or things: ' Please see attached. at Woolford Law, P.C., Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 17603. (Address) You may deliver or mail legible copies of the docume~s 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: Tlmot6y 7. w~lrma, Esgaire ADDRESS• woarma l:w, rc 'irJLradsnd PLcq 941 WLoflmd Ave., Seitz 402 Laneacta, PA 17603 TELEPHONE: (717) 290-11~ SUPREME COURT ID # 7asu ATTORNEY FOR: west~fa Const:mBoa~ Iaa Date: lU-~-1~ Seal.of the Court BY THE COfJRT: ~,v ~ ~ "D . !5 u e Prothono i iI Division Deputy ~. . 1, ~ ~- Sovereign Bank Subpoena Produce the following documents: 1. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and relating to any and all accounts of Amanda S. Rohrer and Randolph W. Rohrer, specifically including, but not limited to Account #'s 1600010492 and 0107064388 at the institution formerly known as Waypoint Bank and/or the accounts listed on the copies of the checks attached hereto as Exhibit "A" for the period of such accounts' inception to the present time (hereinafter, the "Rohrer Accounts"). 2. All documents that show, evidence, or reveal all deposits into the Rohrer Accounts. 3. All documents that show, evidence, or reveal all withdrawals and/or payments from the Rohrer Accounts. ~.. {' ~X'~~~ ~ ~i ~~ ~X~ IT A .~ ~---'~ ~S ~~ ~~ ~- DA ~ ROHR A~ANI.PH W RpHREA ~y{ph ft~~~ A X7064 l~t 23 ,~ooo~o~rJz ~ ~--- DA'T~ i7'i~ _ pp~~ ..-. ~"^'al s /i ~E K V I lY'~ _~ ~6DDD LD4`~ ~~' 1 •~+:23 ~3'~ ~38~ ..r.~i3i3~~~Q,--- - wooLFOxD LAw, P.c. By: Timothy J WooIford, Esquire Atfomey LD. 78941 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 NOTICE TO: Sovereign Bank Penn Square Center 601 Penn Street Reading, PA 19601 You are required to complete the following Certificate when producing documents or things pursuant to the Subpoena_ CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 I, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July , 2010 have been provided. Date: Sovereign Bank ,_. -. COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Construction, Inc. Plaintiff VS. Randolph W. Rohrer and Big Bee Boats, Ltd Defeadaat File No. ~ ~ _ "[ ~~ SUBPOENA TO PRODUCE DOC'UNIENTS OR TffiNGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: SusquehannaBank, located at 1570 Manheim Pike, P.O. Box 3300, Lancaster, PA 17601-3300 (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: Please see attached ~ Woolford Law, P.C., Wheatland Ave., 941 Wheatland Ave., Suite 402, Lancaster, PA 17603. (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 n3aking 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: Timothy J. Woolfor~ Esquire ADDRESS w~traala,,,,P.c. WLndand Max, 941 WLvtlmd Ax., Sv6e 402 Lancadq PA 17603 TELEPHONE: (717) 290-1190 sUPR>~ coURT m # 7~9~1 ATTORNEY FOR w~.ra cmuw~v~, >nc. BY THE COURT: Prothono , C" -Division Date: - ~ "(.~ Seal ofthe Court Deputy ~" -. Susquehanna Bank Subpoena Produce the following documents: 1. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and. relating to any and all accounts of Big Bee Boats, Ltd., specifically including, but not limited to Account #0146004343 at the institution formerly known as Community Banks and/or the account referenced on the copy of the check attached hereto as Exhibit "A" for the period of such accounts' inception to the present time (hereinafter, the "Big Bee Accounts"). 2. All documents tha# show, evidence, or reveal all deposits into the Big Bee Accounts. 3. All documents that show, evidence, or reveal all withdrawals and/or payments from the Big Bee Accounts. 4. All hardcopy, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all other records of and relating to any and all accounts of Cove Centre, Inc., specifically including, but not limited to Account #0146004354 at an institution formerly known as Community Banks and/or for the account referenced on the copy of the check attached hereto as Exhibit "B" for the period of such accounts' inception to the present time (hereinafter, the "Cove Centre Accounts"). 5. All documents that show, evidence, or reveal all deposits into the Cove Centre Accounts. 6_ All documents that show, evidence, or reveal all withdrawals and/or payments from the Cove Centre Accounts. EXHIBIT A ~'' . ~ J • '..-- _ _ _ - a BAG BEE BOATS LTD. Community Banks 0 0 ~ 2 7 2 8. '(617 STATE ROAD sD•1D41/313 DUNCANNDN , PA 17020 DATE AMOUNT p7/11 /05 $2,30p.pD qy Two Thousand Three Hundred Dollars and Op Cents*""******** *******~****** 3 THE ''~ INTEpRAND SERVICES, LLC_ q~y.~pyj~DSy~T~•, ~~.-ry ~~e..r ~-~-- Co~t ~ s I~e (,'~ I'7ol 3 ~,. _. rr"^ i 2728-+` x:0313 104131: O i*~~46004343n` ~'~ y I~ EXKIBIT B ~- .; .~ ti '~ Jr' .+~° "'`~ ~ ~ Q ~~p 7 ~3 ~e ~ ~ ~ O O o ~ ~ ~. ~~ r~ t w .- o ~ r v3 ~, 0 ~~ r u~ c c ~' o ~~~ .s ~. t k t 1 ii WOOLFORD LAW, P.C. By: Tvmothy J. Woolford, Esquire Attorney I.D. 78941 Wbestiand Plaee 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 NOTICE TO: Susquehanna Bank 1570 Manheim Pike P.O. Box 3300 Lancaster, PA 17601-3300 You are requited to complete the following Certificate when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 40Q9.23 certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena issued on July _, 2010 have been provided. Date: Susquehanna Bank a COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND Westhafer Construction, Inc. ~ ~-~' w Plaintiff Filc No. tL V5. Randolph W_ Rohrer and Big Bee Boats, Ltd. Defendant SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DLSCOVERY PURSUANT TO RULE 4009.22 T(~: Members 1st Federal Credit Union, Attn: Small Business Lending, 5000 Louise Drive, Mechanicsburg, PA 17055 (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: Please see attached. at Woolford Law, P.C., Wheatland Ave., 941 Wheatland Ave_, Suite 402, Lancaster, PA 17603. (Address) You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certilic~te of compliance, >a the party making this request st 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: x;~ny z wao>f«~ ~~ ADDRESS: Woolfwdl.m,P.C. wlrcatland Place, 941 VVheetlwd Ave., mile 402 I.wcaetet, PA 17603 TELEPHONE: ~lnz9o-1190 SUPREME COURT ID # 7t9r1 ATTORNEY FOR wetlLaTer Cameaoctiog Iaa Dater ~~ -{~~} . Seal of the Court BY THE COURT: ~Ltyi.d ~ ~1~! j thonotary,• ivil Di ion eP~3' Members 1st Federal Credit Union DOCUMENTS REQUESTED 1. Any and all documents relating to any and all mortgages pertaining to Pazcel Identification No. 210,134.02-029.000 with an address of 1609 State Road, Duncannon, PA 17020 (the "Property"), including, but not limited to, the following: (a) applications; (b) closing documents; (c) closing statements; (d) payoff information; (e) estoppel agreements; (f) subordination, non-disturbance and attomm.ent agreements; (g) Leases; (h) underwriting files; (i) credit reports; (j) financial statements; (k) tax returns of mortgagor, grantor and its officers, directors and shareholders, including Randolph W. Rohrer and Amanda S. Rohrer; (1) promissory notes; (m) documents reflecting security interests; and (n) property appraisals. 2. All hazd copies, electronic and other copies of all bank statements, deposit slips, and checks for, and any and all records of and relating to any and all accounts of Cove Centre, Inc. and/or Randolph W. Rohrer, for the period of such accounts' inception to the present time. 3. All documents that show, evidence or reveal all deposits into the account referenced in request no. 2, above_ 4. All documents that show, evidence or reveal all withdrawals and/or payments from the account referenced in request no. 2, above. wooLFOxn LAw, r.c_ By: Timothy J Woolford, Esquire Attorney LD. 78941 Wheatland PIace 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 NOTICE TO: Members 1 ~` Federal Credit Union Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 You are required to complete the following Certificate when producing documents or things pursuant to the Subpoena CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 7, certify to the best of my knowledge, information and belief that all documents or things to be required to be produced pursuant to the subpoena. issued on July _, 2010 have been provided Date: Members 1~` Federal Credit Union WESTHAFER CONSTRUCTION, INC., Plaintiff V. RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD., Defendants : IN THE COURT OF COMMON PLEAS : OF CUMBERLAND COUNTY, : PENNSYLVANIA CIVIL TERM NO. 10-4363 CIVIL JURY TRIAL DEMANDED IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS BEFORE HESS, P.J. AND EBERT, J. ORDER OF COURT AND NOW, this 13`h day of December, 2010, having considered the arguments presented by both parties, this Court OVERRULES Defendants' preliminary objections and it is hereby ORDERED and DECREED that the Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendant's Objections to Subpoenas is DENIED. By the Court, ? Timothy J. Woolford, Esq. Attorney for Plaintiff John J. McNally, III, Esq. Attorney for Defendants Cepce5 A a.'(ed ta-?13?LC? e9t M. L. Ebert, Jr., I'D ZM r°ra M-- ;E;o C-' rr? ° ©-r; WESTHAFER CONSTRUCTION, INC., Plaintiff V. RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD., Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL TERM NO. 10-4363 CIVIL JURY TRIAL DEMANDED IN RE: DEFENDANTS' PRELIMINARY OBJECTIONS BEFORE HESS, P.J. AND EBERT, J. OPINION AND ORDER OF COURT Ebert, J., December 13, 2010 - Defendants object on the following grounds: (1) improper venue pursuant to Pa.R.C.P. 1028(a)(1) and 1006(e); (2) failure to conform to law or rule of court pursuant to Pa.R.C.P. 1028(a)(2); (3) inclusion of scandalous and impertinent matter pursuant to Pa. R.C.P. 1028(a)(2); (4) insufficient specificity pursuant to Pa.R.C.P. 1028(a)(3); (5) demurrer pursuant to Pa. R.C.P. 1028(a)(4); (6) failure to include an indispensable party pursuant to Pa.R.C.P. 1028(a)(5); (7) pendency of a prior action pursuant to Pa.R.C.P. 1028(a)(6); and, (8) failure to exhaust statutory remedy pursuant to Pa.R.C.P. 1028(a)(7) or full, complete and adequate remedy at law pursuant to Pa.R.C.P. 1028(a)(8). In addition, Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objection to Subpoenas is before this Court. Having considered the arguments presented by both parties and for the reasons set forth in this opinion, this Court overrules Defendants' preliminary objections and denies Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objection to Subpoenas. 1 FACTUAL ALLEGATIONS Plaintiff Westhafer Construction, Inc. ("Westhafer") is a corporation organized under the laws of the Commonwealth of Pennsylvania with a principle address of 120 West Allen Street, Mechanicsburg, Pennsylvania, 17055.1 Defendant Randolph W. Rohrer ("Rohrer") is an adult individual who resides at 1410 Armitage Way, Mechanicsburg, Cumberland County, Pennsylvania, 17050.2 Defendant Big Bee Boats, Ltd. ("Big Bee Boats") is a corporation organized under the laws of the Commonwealth of Pennsylvania with a registered office at 1617 State Road, Duncannon, Pennsylvania, 17020.3 Cove Centre, Inc., ("Cove Centre") is a corporation organized under the laws of the Commonwealth of Pennsylvania with a principle address of 1617 State Road, Duncannon, Pennsylvania, 17020.4 Rohrer is President of Big Bee Boats and Cove Centres In 2003, Cove Centre entered into a contract with Westhafer pursuant to which Westhafer agreed to construct a 12,000 square foot building in Duncannon, Perry County, Pennsylvania, with a contract price of $721,380 (the "Project" ).6 After Westhafer commenced performance, disputes developed between Westhafer and Cove Centre.' Cove Centre terminated Westhafer from the Project and hired a replacement contractors Cove Centre brought suit against Westhafer seeking recovery of the difference in cost between what Westhafer had agreed to charge and what Cove Centre incurred to 1. Westhafer Compl., Jul. 2, 2010, p. 1 ¶ 1. 2. Westhafer Compl., Jul. 2, 2010, p. 1 ¶ 2. 3. Westhafer Compl., Jul. 2, 2010, p. 2 13. 4. Westhafer Compl., Jul. 2, 2010, p. 2 ¶ 5. 5. Westhafer Compl., Jul. 2, 2010, p. 2 ¶ 6. 6. Westhafer Compl., Jul. 2, 2010, p. 2 ¶ 8. 7. Westhafer Compl., Jul. 2, 2010, p. 2 ¶ 9. 8. Westhafer Compl., Jul. 2, 2010, p. 2 ¶ 10. 2 complete the Project using other contractors.9 Westhafer asserted a counterclaim against Cove Centre seeking payment for work performed. 10 In October 2009, the lawsuit, Cove Centre, Inc. v Westhafer Construction, Inc., Perry County Court of Common Pleas, No. 2005-247, was tried to a jury in Perry County." On October 14, 2009, following the trial, the jury awarded a verdict in favor of Westhafer and against Cove Centre in the amount of $91,513.78.12 The jury rejected all of Cove Centre's claims and damages and determined that Cove Centre breached the contract and was therefore liable to Westhafer. Westhafer has filed an appeal to the Superior Court arguing that the verdict should be molded and increased to include attorneys' fees. 13 Cove Centre has also filed an appeal from the jury verdict. 14 Westhafer alleges that Rohrer has siphoned assets from Cove Centre in an effort to prevent Westhafer from recovering on the verdict. 15 Westhafer alleges that approximately six days following the jury's verdict, Cove Centre completed the refinance of the only asset which Cove Centre possessed - the 12,000 square foot building that Cove Centre had hired Westhafer to construct in 2003 (the "Property")." Westhafer alleges that on October 20, 2010, two mortgages in the amount of $1,000,000 each were filed against the Property by Members 1St Federal Credit Union. 17 Westhafer alleges that the refinance was done in anticipation of a judgment being obtained against Cove 9. Westhafer Compl., Jul. 2, 2010, p. 2 ¶ 10. 10. Westhafer Compl., Jul. 2, 2010, p. 3 ¶ 11. 11. Westhafer Compl., Jul. 2, 2010, p. 3 ¶ 12. 12. Westhafer Compl., Jul. 2, 2010, p. 3 ¶ 13. 13. Westhafer Compl., Jul. 2, 2010, p. 4 ¶ 19. 14. Def. Preliminary Objections to Pl. Compl., Jul. 26, 2010, p. 3 ¶ 15. 15. Westhafer Compl., Jul. 2, 2010, p. 4 ¶ 25. 16. Westhafer Compl., Jul. 2, 2010, p. 3 ¶ 15. 17. Westhafer Compl., Jul. 2, 2010, p. 3 ¶ 16. 3 Centre. 18 Westhafer alleges that the refinance by Cove Centre was done with the specific intent to prevent Westhafer from collecting upon the verdict and judgment since the mortgages exceeded the value of the building.19 Westhafer alleges that during the October 2009 trial between Westhafer and Cove Centre, Rohrer made deliberate attempts to perpetrate a fraud on Westhafer and the Court.20 Westhafer alleges that Rohrer improperly communicated with a juror named Ed Murtoff ("Murtoff'), who was personally acquainted with Rohrer, and attempted to influence the jury's verdict through Murtoff.21 Westh.afer alleges that prior to commencement of the trial, but after the jury was selected, Rohrer improperly contacted two jurors. 22 Westhafer alleges that Rohrer requested a juror write a letter to the presiding judge concerning a fictitious encounter with a Westhafer employee to get the juror removed from the jury so that the alternative juror, Murtoff, would be seated on the jury and would be able to influence its verdict.23 Westhafer alleges that Rohrer also contacted a second juror and arranged for the juror not to appear on the first day of trial but to instead write a letter to the presiding judge asking to be excused on the basis of an alleged skin condition. 24 Westhafer alleges that during trial, Rohrer made false allegations against one juror in an unsuccessful attempt to get the juror removed from the jury so that after the removal of this juror, Westhafer would not have enough jurors to obtain a verdict in its favor. 25 18. Westhafer Compl., Jul. 2, 2010, p. 3 ¶ 17. 19. Westhafer Compl., Jul. 2, 2010, p. 3 ¶ 18. 20. Westhafer Compl., Jul. 2, 2010, p. 6 ¶ 47. 21. Westhafer Compl., Jul. 2, 2010, p. 6 ¶ 42-43. 22. Westhafer Compl., Jul. 2, 2010, p. 6 ¶ 43. 23. Westhafer Compl., Jul. 2, 2010, p. 6 ¶ 43. 24. Westhafer Compl., Jul. 2, 2010, p. 6 ¶ 44. 25. Westhafer Compl., Jul. 2, 2010, p. 6 ¶ 46. 4 Additionally, Westhafer alleges the following: (1) that Rohrer has used Cove Centre as a shield to perpetrate a fraud and that Rohrer and Big Bee Boats are the alter egos of Cove Centre,26 (2) that Cove Centre is a sham and a fagade for the operations of Rohrer ,21 (3) that Cove Centre, Big Bee Boats and Rohrer substantially intermingle their property and their affairs,28 (4) that Cove Centre, Big Bee Boats and Rohrer integrated their resources and acted as a single business enterprise in connection with the Cove Centre Project,29 (5) that when Cove Centre became indebted to Westhafer, Cove Centre, BiVee Boats and Rohrer were acting as a single business enterprise, (6) that the registered office for Cove Centre is the same registered office for other corporate concerns that Rohrer controls including Big Bee Boats & RV and Big Bee Boats, Ltd,31 (7) that Cove Centre and Big Bee Boats share common office space, addresses and telephone numbers, 32 (8) that Rohrer and Big Bee used assets of Cove as if they were their own, 33 (9) that Cove Centre disregarded corporate: formalities, 34 (10) that Rohrer paid bills relating to the construction of the Cove Centre Project from his own personal accounts and from accounts of other entities he controls, including Big Bee Boats, 35 26. Westhafer Compl., Jul. 2, 2010, p. 4 ¶ 28-29. 27. Westhafer Compl., Jul. 2, 2010, p. 5 ¶ 38. 28. Westhafer Compl., Jul. 2, 2010, p. 5 ¶ 34. 29. Westhafer Compl., Jul. 2, 2010, p. 5 ¶ 35, 39. 30. Westhafer Compl., Jul. 2, 2010, p. 5 ¶ 37. 31. Westhafer Compl., Jul. 2, 2010, p. 5 13 1. 32. Westhafer Compl., Jul. 2, 2010, p. 5 1 33. 33. Westhafer Compl., Jul. 2, 2010, p. 5 1 36. 34. Westhafer Compl., Jul. 2, 2010, p. 4 ¶ 27. 35. Westhafer Compl., Jul. 2, 2010, p. 4 ¶ 26. (11) that Rohrer used Cove Centre as an instrumentality to conduct his own personal business, 36 and (12) that Cove Centre spent the funds obtained from the refinance of Cove Centre on matters personal to Rohrer including personal entertainment. 37 PROCEDURAL HISTORY On July 2, 2010, Plaintiff filed its Complaint against: Defendants in Cumberland County in an action to pierce the corporate veil and requested an award for damages in the amount of $91,513.78 plus interest. On July 20, 2010, Defendants filed Objections to the Subpoenas pursuant to Pa.R.C.P. 4009.21. On July 26, 2010, Defendants filed Preliminary Objections to Plaintiff's Complaint. On August 12, 2010, Plaintiff filed a Response to Defendants' Preliminary Objections. On September 23, 2010, Plaintiff filed a Motion to Overrule Defendants' Objections to the Subpoenas. A September 29, 2010, order of court overruled Defendants' objections to the subpoenas and permitted Plaintiff to serve the subpoenas as proposed. On October 4, 2010, Defendants filed a Motion for Reconsideration of the September 29, 2010, court order. On October 7, 2010, the Motion for Reconsideration was granted and the September 29, 2010, court order was vacated and a hearing on the Motion to Overrule was scheduled for October 13, 2010. On October 13, 2010, Plaintiff filed a Response to Defendants' Motion for Reconsideration of the September 29, 2010, court order. DISCUSSION This Court will address Defendants' preliminary objections in turn and also the Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objection to Subpoenas. 36. Westhafer Compl., Jul. 2, 2010, p. 5 ¶ 32. 37. Westhafer Compl., Jul. 2, 2010, p. 4 ¶ 21. 6 I. Improper Venue Pursuant to Pa.R.C.P. 1028(a)(1) and 1006(e) This Court overrules Defendants' preliminary objection to venue. Pursuant to Pa.R.C.P. 1028(a)(1), Defendants raised improper venue by preliminary objection as provided by Pa.R.C.P. 1006(e). However, venue is proper in this case pursuant to Pa.R.C.P. No. 1006 (c)(1), which provides that "an action to enforce a joint or joint and several liability against two or more Defendants ... may be brought against all Defendants in any county in which the venue may be laid against any one of the Defendants." Plaintiff is attempting to hold Defendant Rohrer and Defendant Big Bee Boats joint or joint and severally liable. Venue has been properly laid against Defendant Rohrer pursuant to Pa.R.C.P. No. 1006(a)(1), which states that "an action against an individual may be brought in and only in a county in which ... the individual may be served." Therefore, pursuant to Pa.R.C.P. No. 1006 (c)(1), in this action alleging joint or joint and several liability of Defendant Rohrer and Defendant Big Bee Boats venue is proper for both Defendants because venue is proper as to Defendant Rohrer. II. Preliminary Obeections Pursuant to Pa. R.C.P. 1028(a)(2), Pa.R.C.P. 1028(a)(3), and Pa.R.C.P. 1028(a)(4) The following preliminary objections can be decided on the face of the record. "In ruling on preliminary objections, we must accept as true all well-pleaded material allegations as well as all inferences reasonably deducible therefrom. Preliminary objections will be sustained where, assuming the truth of the .facts as pled, it is clear that the law does not permit recovery." Pa State Educ. Ass'n v. Cinwlth, 4 A.3d 1156, 1159 (Pa.Cmwlth. 20 1 0)(internal citations omitted. 7 a. Failure to Conform to Law or Rule of Court Pursuant to Pa. R.C.P. 1028(a)(2) Defendants allege that, pursuant to Pa.R.C.P. 1019(i), Plaintiff is required to attach a copy of the construction contract between Cove Centre and Plaintiff. However, this is not necessary because the present action is not an action for breach of contract but rather a claim to pierce the corporate veil. There is no need to prove the elements of breach of contract against Defendants. "Where the Court pierces the corporate veil, the owner is liable because the corporation is not a bona fide independent entity; therefore, its acts are truly his." Wicks v. Milzoco Builders, Inc., 470 A.2d 86, 89-90 (Pa. 1983). Therefore, if the corporate veil is pierced, Defendants will be held liable for Cove Centre's breach of contract with Plaintiff, as the actions of Cove Centre will be deemed to be Defendants' actions as well. Nor is Plaintiff required to attach a copy of the jury award, verdict or judgment index from Perry County. Pursuant to Pa.R.C.P. 1019(e), it is sufficient to plead the judgment, which Plaintiff has done in paragraphs twelve through fourteen of its complaint. b. Inclusion of Scandalous and Impertinent Matter Pursuant to Pa.R.C.P. 1028(a)(2) This Court overrules Defendants' preliminary objection. "Rule 1028(a)(2) provides that preliminary objections may be filed for failure of a pleading to conform to law or rule of court or `inclusion of scandalous or impertinent: matter.' To be scandalous and impertinent, the allegations must be immaterial and inappropriate to the proof of the cause of action." Common Cause/PA v. Com., 710 A.2d 108, 114 - 115 (Pa. Cmwlth. 1998)(affirmed 757 A.2d 367 (Pa. 2000))(referencing Dep't c)f Envtl. Resources v. Pees Run Coal Co., 423 A.2d 765 (Pa.Cmwlth. 1980)). An attempt by Defendant Rohrer to tamper with the jury during the Perry County trial would be evidence of the extent to which Defendant Rohrer's personal and financial affairs were entangled with those of Cove Centre's. This Court finds that the inclusion of these averments by Plaintiff is directly relevant and material to the underlying cause of action, whether Cove Centre's corporate veil should be pierced. c. Insufficient Specificity Pursuant to Pa.R.C.P. 1028(a)(3) This Court overrules Defendants' preliminary objection to insufficient specificity of the complaint. Pursuant to Pa.R.C.P. No. 1019 (a), "[t]he material facts on which a cause of action or defense is based shall be stated in a concise and summary form." Furthermore, pursuant to Pa.R.C.P. No. 1019 (b), "[a]verments of fraud ... shall be averred with particularity." The purpose of the pleadings is to place the defendants on notice of the claims upon which they will have to defend. A complaint must give the defendants fair notice of the plaintiffs claims and a summary of the material facts that support those claims. It is not enough to focus upon one portion of the complaint. Rather, in determining whether a particular paragraph in a complaint has been stated with the necessary specificity, such paragraph must be read in context with all other allegations in that complaint. Only then can the Court determine whether the defendant has been put upon adequate notice of the claim against which he must defend. Rachlin v. Edmison, 813 A.2d 862, 870 (Pa. Super. 2002)(internal citations omitted). The averments pertaining to the alleged fraud perpetrated by :Defendant Rohrer on Plaintiff and the Court during the Perry County trial and the alleged fraud perpetrated by Defendant Rohrer in using Cove Centre as a shield are stated in a summary form and have been averred with sufficient particularity. Reading the particular paragraphs objected to by Defendants in the context of all the allegations in the complaint, this Court 9 finds that Plaintiff has stated its allegations with the necessary specificity to place Defendants on adequate notice of the claims upon which they, will have to defend. d. Demurrer Pursuant to Pa.R.C.P.1028(a)(4) This Court overrules Defendants' preliminary objection in the nature of a demurrer. A preliminary objection in the nature of a demurrer admits every well- pleaded fact in the complaint and all inferences reasonably deducible therefrom. It tests the legal sufficiency of the challenged pleadings and will be sustained only in cases where the pleader has clearly failed to state a claim for which relief can be granted. When ruling on a demurrer, a Court must confine its analysis to the complaint. Torres v. Beard, 997 A.2d 1242, 1245 (Pa. Cmwlth. 2010)(citing Clark v. Beard, 918 A.2d 155 (Pa. Cmwlth. 2007)). Admitting every well pleaded fact in the complaint and all inferences reasonably deducible therefrom, Plaintiff has made allegations of fraud for which relief can be granted by piercing the corporate veil of Cove Centre and holding the Defendants liable. There is a strong presumption in Pennsylvania against piercing the corporate veil, and the general rule is that a corporation shall be regarded as an independent entity even if its stock is owned entirely by one person. The corporate form will be disregarded only when the entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime. Mosaica Educ., Inc. v. PA Prevailing, Wage Appeals Bd., 925 A.2d 176, 184 (Pa. Cmwlth. 2007)(internal citations omitted). "[T]he factors to be considered in disregarding the corporate form are as follows: undercapitalization, failure to adhere to corporate formalities, substantial intermingling of corporate and personal affairs, and use of the corporate form to perpetrate a fraud." Fletcher-Harlee Corp. v. Szymanski, 936 A.2d 87, 95 (Pa. Super. 2007). The allegations in Plaintiff's complaint address each of these factors. 10 First, Plaintiff alleges in its complaint that Defendant Rohrer paid bills relating to the construction of the Cove Centre Project from his own personal accounts and from accounts of other entities he controls including Defendant Big Bee Boats. Plaintiff also alleges in its complaint that Cove Centre disregarded corporate formalities and that Cove Centre and Defendants substantially intermingle their property and their affairs. Plaintiff alleges in its complaint that Defendant Rohrer used Cove Centre as an instrumentality to conduct his own personal business. Finally, the allegations in the complaint would support a claim of fraud perpetrated by Defendant Rohrer through the corporations that he controls. Fraud is defined as "anything calculated to deceive, whether by single act or combination, or by suppression of truth, or suggestion of what is false, whether it be by direct falsehood or by innuendo, by speech or silence, words of mouth, or look or gesture." Walter v. Magee-Womens Hosp. of UPMC Health Sys., 876 A.2d 400, 406 (Pa. Super. 2005). Admitting every well-pleaded fact in Plaintiff's complaint and all inferences reasonably deducible therefrom would show that Defendant Rohrer used Cove Centre as a shield to perpetrate a fraud by siphoning assets from Cove Centre in an effort to prevent Plaintiff from recovering on the verdict and judgment rendered in the Perry County trial. This Court finds that Plaintiff has stated a claim for which relief can be granted by piercing the corporate veil. III. Failure to Include an Indisuensible Party Pursuant to Pa.R.C.P. 1028(a)(5) "A party is indispensable when his or her rights are so connected with the claims of the litigants that no relief can be granted without impairing or infringing upon those rights. The failure to join an indispensable party deprives the Court of subject matter 11 jurisdiction." Szoko v. Township of Wilkins, 974 A.2d 1216, 1219, Fn 6 (Pa. Cmwlth. 2009)(referencing Church of the Lord Jesus Christ of the Apostolic Faith, Inc. v. Shelton, 740 A.2d 751 (Pa. Cmwlth. 1999)). Defendants contend that Cove Centre should be a party to this matter because it has an undeniable interest in not having its corporate veil pierced. This Court disagrees. The facts of Fletcher-Harlee Corp. v. Szymanski, 936 A.2d 87 (Pa. Super. 2007), are similar to those presented in this case. Szymanski was the sole shareholder of several corporations including Delmarva Concrete, Inc. ("Delmarva"). Id. at 90. A dispute arose between Appellant and Delmarva during a construction project. Id. After arbitration Appellant was awarded a sum of money which Appellant converted into a judgment against Delmarva. Id. Delmarva then filed for bankruptcy. Id. However, Szymanski remained in business through another corporation of which he was the sole shareholder. Id. Appellant filed a complaint against Szymanski and his other corporations. Id. In that action the Superior Court held that piercing Delmarva's corporate veil to hold Szymanski personally liable for judgment against Delmarva was justified. Id. at 102. Delmarva was not named as a party to the action. In the above-mentioned case, the corporation whose veil was being pierced was not named as a party to the action, yet the Court still had jurisdiction to, and in fact did, pierce the corporate veil. Likewise in this case, Cove Centre has no interest in this action because no judgment is being sought against Cove Centre and any judgment entered will have no effect on Cove Centre's rights or obligations. Therefore, Cove Centre is not an indispensable party to this action and this Court does have jurisdiction to pierce its corporate veil and hold Defendants liable for the Perry County judgment against Cove 12 Centre. "Piercing the corporate veil is a means of assessing liability for the acts of a corporation against an equity holder in the corporation." Village at Camelback Property Owners Assn. Inc. v. Carr, 538 A.2d 528, 532 (Pa. Super. 1988). As in all actions to pierce the corporate veil, it is the rights and obligations of those individuals or entities behind the veil which are at stake, not the corporate entity whose veil is being pierced. IV. Pendency of a Prior Action Pursuant to Pa.R.C.P. 1028(a)(6) "[D]esigned to protect a Defendant from having to defend several suits on the same cause of action at the same time," the doctrine of lis pendens, requires more than a mere allegation of a pending suit; it requires proof the prior case is the same, the parties are substantially the same, and the relief requested is the same. The three-pronged identity test must be strictly applied when a party seeks to dismiss a claim under lis pendens. As to the averment of lis pendens ... it is purely a question of law determinable from an inspection of the records in the two causes. Hillgartner v. Port Authority of Allegheny County, 936 A.2d 131, 137 -138 (Pa. Cmwlth. 2007)(internal citations omitted. This Court, upon inspection of the two cases, finds that the doctrine of lis pendens is not applicable to the present action because when the three- pronged identity test is applied to compare the two cases, the first two prongs of the test cannot be established. Lis pendens first requires the cases be the same. The Perry County action was a breach of contract claim. In the present action, Plaintiff is proceeding against Defendants on a theory of piercing the corporate veil. Lis pendens further requires the two actions involve substantially the same parties. The parties involved in the Perry County action and the present action are not the same. Cove Centre was the party upon which Plaintiff brought its cross claim in the Perry County action. Rohrer and Big Bee Boats are the parties that have been sued in the present action. 13 Therefore, the doctrine of lis pendens is not applicable and Defendants' preliminary objection is overruled. V. Failure to Exhaust Statutory Remedy Pursuant to Pa.R.C.P. 1028(a)(7)/Full, Complete and Adequate Remedy at Law Pursuant to Pa.R.C.P. 1028(a)(8) "[T]he parties should not be able to confer jurisdiction in equity where the legislature has provided an exclusive, constitutionally adequate method for administrative disposition of a dispute." Morris v. Hanover Tp. Bd. of &&' , 4 Pa. D. & C.3d 245, 249, (Pa. Com. Pl. 1977)(referring to 5 Goodrich-Amram 2d § 1509(a):1.1 and § 1509(b): 1.). This is an action separate from the action against Cove Centre, and, therefore, Plaintiff's collection efforts in that action are irrelevant to these proceedings. Defendants in this case are separate entities upon whom a judgment can be rendered against and collected upon if the elements of piercing the corporate veil are met. VI. Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objection to Subpoenas On July 20, 2010, Defendants filed Objections to the Plaintiff's subpoenas on the grounds that the subpoenas were overly broad, not limited in scope to the subject matter of the Plaintiff's Complaint, and requested the discovery of personal financial information of non-parties. On September 23, 2010, Plaintiff filed a Motion to Overrule Defendants' Objections to the Subpoenas. A September 29, 2010, order of court overruled Defendants' objections to the subpoenas and permitted Plaintiff to serve the subpoenas as proposed. Defendants contend that a hearing should have been scheduled on the matter or a briefing schedule set forth to provide Defendants opportunity to respond. However, Defendants' position on the discoverability of the documents and information requested in the subpoenas was fully set forth in Defendants' Objections. 14 After consideration, this Court found Defendants' position unpersuasive and issued the September 29, 2010, order overruling Defendant's objections. Pa.R.C.P. 208.3(a) provides for each party to be fairly heard on a contested issue before the issue is decided by the Court, which has been fulfilled in this case because Defendants were given an opportunity for argument through the presentation of their position in their Objections. Therefore, this court denies Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objection to Subpoenas. CONCLUSION Having considered the arguments of both parties and for the reasons set forth in this opinion, this Court overrules Defendants' preliminary objections and denies Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendants' Objection to Subpoenas. Accordingly the following order is entered: ORDER OF COURT AND NOW, this 13th day of December, 2010, having considered the arguments presented by both parties, this Court OVERRULES Defendants' preliminary objections and it is hereby ORDERED and DECREED that the Defendants' Motion for Reconsideration of the Court Order Dated September 29, 2010 Overruling Defendant's Objections to Subpoenas is DENIED. By the Court, No,, M. L. Ebert, Jr., xi 15 Timothy J. Woolford, Esq. Attorney for Plaintiff John J. McNally, III, Esq. Attorney for Defendants 16 WOOLFORD LAW, P.C. By: Timothy J. Woolford, Esquire Attorney I.D. 78941 By: Bradley N. Sprout, Esquire Attorney I.D. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 HE FILED -OFFICE OF T AR Y T 2011 ! :' ? rj s-' r' 12 CUMBER, ?JUNTY Attorneys for Plaintiff Westhafer Construction, Inc. WESTHAFER CONSTRUCTION, INC. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY Plaintiff PENNSYLVANIA V. CIVIL TERM RANDOLPH W. ROHRER AND BIG BEE BOATS, LTD. NO. 10-4363 CIVIL Defendants PRAECIPE TO SETTLE, DISCONTINUE AND END TO THE PROTHONOTARY: Kindly mark the above-captioned matter settled, discontinued and ended with prejudice. Respectfully submitted, WOOLFORD LAW, P.C. By: -Timothy J. W o foi rd Attorney I. o. 78941 Bradley N. Sprout Attorney I.D. No. 203182 Wheatland Place 941 Wheatland Avenue, Suite 402 Lancaster, PA 17603 P: (717) 290-1190 F: (717) 290-1196 CERTIFICATE OF SERVICE I, Bradley N. Sprout, an attorney with Woolford Law, P.C., certify that on this date, I served a true and correct copy of the foregoing Praecipe to Settle, Discontinue and End, upon the following counsel of record, by depositing the same in the United States mail, postage prepaid, addressed as follows: John J. McNally, III, Esquire Thomas, Thomas & Hafer, LLP 305 North Front Street P.O. Box 999 Harrisburg, PA 17108-0999 Date: January 7, 2010 2